Confidentiality Regarding Acquisitions

I'm sure that many of you are aware that there has been a great deal of
activity lately related to Enron's evaluation of possible acquisitions. John
Goodpasture's group has kept a large number of ET&S people engaged in looking
at a number of potential deals. While these deal evaluation projects have
become routine around here, we all must remember that these projects are
extremely confidential. Even after a potential seller has announced that it
is up for sale, the fact that Enron is looking at a potential deal, as well
as any of our internal analysis of the deal, remains strictly confidential.

I realize that many of you have ongoing business relationships with employees
of some of the companies that we have evaluated or may evaluate in the
future. If you find yourself in such a situation, and a business contact at
the target company asks whether Enron is evaluating the contact's company or
assets, the only appropriate response is that Enron personnel are not
permitted to discuss potential acquisitions. Please be aware that the
confidentiality agreements that we typically sign as part of the acquisition
evaluation process preclude any communication by Enron people with employees
of the target company.

If you have any questions or concerns regarding this requirement, please do
not hesitate to give me a call. Thank you for your assistance.
DF