Code of Ethics

As Enron employees, we are responsible for conducting the business affairs =
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the Company in accordance with all applicable laws and in a moral and hones=
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manner.

To make certain that we understand what is expected of us, Enron has adopte=
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certain policies, approved by the Board of Directors, which are in the Code=
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of Ethics July 2000, formerly known as the Enron Conduct of Business=20
Affairs. This year, we=01,ve made some revisions to our Code of Ethics to=
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address recent policies approved by the Board of Directors and adopted by=
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Enron. These changes include: =20

=01 Principles of Human Rights have been added, which describe Enron=01,s=
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responsibility to conduct itself according to basic tenets of human behavio=
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that transcend industries, cultures, economics, and local, regional and=20
national boundaries (see pg. 4);
=01 Additional information about our Business Ethics policy about legal=20
contracts, the selection of outside counsel, and disparaging remarks made b=
y=20
employees about Enron (see pg. 12);
=01 Additional information about Enron=01,s policy on confidential informa=
tion and=20
trade secrets (see pg. 14);
=01 A decrease in the number of days computer passwords are valid under En=
ron=01,s=20
policy on communication services and equipment (see pg. 35);
=01 Additional information about criminal penalties and civil fines assess=
ed by=20
the US government under the Foreign Corrupt Practices Act (see pg. 50); and
=01 Additional language regarding Enron=01,s policy on conflicts of intere=
sts,=20
investments, and outside business interests of employees (see pg. 57). =20

The Code of Ethics contains commonsense rules of conduct that most employee=
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practice on a day-to-day basis. However, I ask that you read them carefull=
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and completely to make certain that you are complying with these policies. =
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It is absolutely essential that you fully comply with these policies in the=
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future. If you have any questions, I encourage you to discuss them with yo=
ur=20
supervisor or Enron legal counsel.

In next few weeks, you will receive the Code of Ethics July 2000 booklet an=
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a Certificate of Compliance, which you must sign as a statement of your=20
agreement to comply with the policies stated in the Code of Ethics booklet=
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during your employment with Enron. You may do this in one of two ways:

=01 Select the Code of Ethics option located at eHRonline.enron.com and=20
complete the Certificate of Compliance.
=01 Sign and return the Certificate of Compliance to Elaine Overturf, Depu=
ty=20
Corporate Secretary, Enron Corp. 1400 Smith Street, EB4836, Houston, Texas=
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77002-7369.

Thank you for your cooperation and for all you do to make Enron a successfu=
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company.