Jedi Shares

Vince,

Attached is a description of the deal involving Jedi Shares. The structure
is a two-year forward followed by another two years of restriction. The
pricing is consistent with our previous approach. I have given a copy to
Stinson as well. As Ryan would like a reply in the AM hours, I would like to
let him know by 11 AM. Please take a look and let me know what your thoughts
are, time permitting. Otherwise, I shall check with Stinson and proceed.
Thanks.

Rakesh

---------------------- Forwarded by Rakesh Bharati/NA/Enron on 04/06/2001
09:34 AM ---------------------------
From: Ryan Siurek on 04/06/2001 08:17 AM
To: Rakesh Bharati/NA/Enron@Enron
cc: George McKean/NA/Enron@Enron, Gordon McKillop/NA/Enron@ENRON, Ron
Baker/Enron@EnronXGate

Subject:

Rakesh,

Can you please take a look at this write up that I put together last night.
I would like to get your comments this morning if possible. I am trying to
see if we can use this as a discussion tool with some investment banks to get
their comments as to the reasonableness of the restriction calculated.

Also, thanks for your assistance with Andersen yesterday. They should be
directing all of their questions/comments to me so I can intermediate with
you and the rest of the research group. Please let me know if they start
calling you with questions or want to set up any meetings.

Regards,

Ryan