Certificate of Compliance

Employee Trading. No employee of any Enron Business Unit may engage in the=
=20
trading of any Position for the benefit of any party other than an Enron=20
Business Unit (whether for their own account or for the account of any thir=
d=20
party) where such Position relates to (i) any financial instrument, securit=
y,=20
financial asset or liability which falls within such employee=01,s=20
responsibility at an Enron Business Unit or (ii) any other commodity,=20
included in any Commodity Group.

Folks,

In clause (i) above, I think "financial" refers to stock and money markets=
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rather than financially settled trades, and so includes equities and debt.=
=20
Clause (ii) refers to all "other" (other than equities and debt) commoditie=
s.=20
Therefore, one can trade equities and debt so long as one does not trade=20
equities or debt for Enron.

Therefore, we can sign this certificate and continue to have positions in=
=20
equities.

Paul or Mark, can we have more clarification on what falls within clause (i=
)=20
and what falls within clause (ii)? Thanks.

Dave