Deal Approval Sheet (DASH) Process

Attached is a copy of the Deal Approval Sheet (DASH) that is to be used as
part of the transaction approval process within EGM and a copy of the
transaction approval requirements.

All transactions (capital expenditures or risk adjusted capital) in excess of
$500,000 must have a completed DASH and sign off by the following groups:
o applicable EGM business unit management
o EGM Office of the Chairman
o Legal
o RAC
o EGM Operations
o Enron Capital Management
o appropriate level of Enron Corp. management (if required, see attached)

Capital expenditures include any acquisitions/divestitures of assets,
offerings of debt, subordinated debt, equity or partnership capital or
entering into a commodity or financial position that results in an exposure
outside of Board approved limits. Capital expenditure amounts embedded in a
commodity price to a counterparty should be analyzed separately for DASH
purposes and authorized by the appropriate entity.

Please contact me at ext. 37647 or Bjorn Hagelmann (RAC) at ext. 57984 if y0u
have any questions or need assistance with the process.