 i outlined in my prior 
memo.  It will benefit C-gas via direct access to technology and specialists, 
it will benefit EGEP for marketing and a US presence and it will benefit ENA 
by moving the asset from your books without a loss and releasing the valuable 
intellectual capital ENA could employ elsewhere in a higher yielding business 
venture.  However, with the premiums you have placed on the properties it is 
going to be very difficult to make this transaction happen.  (However, we are 
willing to try)  ENA has had this on the market for over a year with the 
intent to sell it at book if possible.  Prices have improved, but I believe 
even your team would admit this is still a project to get book in the market 
today.  Your estimated value at the current strip at a Before Tax 10% 
discount for Appalachian reserves seems a little aggressive for the market 
let alone an inter-company transfer.  

When we talked about this a couple of weeks ago we said it would be a fair 
transaction and at the time you were hedging that it would be around book.  I 
understood your logic for needing to talk with your team but I was relying on 
a fair deal to result.  Dave, I'm only sending this memo to you because I 
feel this is being pushed way past fair by your team with the intent that if 
we pay this it is a home run for your new team and since we are in a bind, 
let's see what happens.  I know this is a very small piece of business for 
you and the time it takes to read this is more than you can afford to this 
asset or transaction.  If fact,  the easy thing for you to do is get mad and 
say you don't have the time and stop the transaction.  On the other hand, if 
you believe the right thing for all parties is to do this at book, say so and 
you'll never deal with this piece of business again.  I hope in this case you 
will put the greater good of Enron in front of ENA's desire to hit a home run 
at EGEP's expense and in the spirit of ONE-ENRON move these assets to EGEP at 
book value.  
As
i outlined in my prior 
 memo.   It will benefit C - accelerator via lineal access to technology and specialist, 
 it will profit EGEP for marketing and a US presence and it will benefit ENA 
 by go the asset from your books without a loss and release the valuable 
 intellectual capital ENA could hire elsewhere in a higher yielding occupation 
 speculation.   However, with the premiums you have placed on the place it is 
 going to be very difficult to lay down this transaction happen.   (However, we are 
 willing to hear)   ENA has had this on the market for over a year with the 
 intent to deal it at book if possible.   Prices have improved, but I believe 
 even your team would accept this is still a project to get book in the market 
 today.   Your estimated value at the current strip at a Before Tax 10% 
 discount for Appalachian reserves seems a little aggressive for the market 
 let alone an inter - company transfer.  

 When we talked about this a couple of weeks ago we say it would be a fair 
 transaction and at the time you were hedge that it would be around ledger.   I 
 understood your logic for needing to talk with your team but I was trust on 
 a fair softwood to result.   Dave, I'm only commit this memo to you because I 
 feel this is being pushed way past fair by your team with the intent that if 
 we pay this it is a home discharge for your new team and since we are in a bind, 
 let's see what happens.   I acknowledge this is a very small while of business for 
 you and the time it takes to read this is more than you can afford to this 
 asset or transaction.   If fact,   the comfortable thing for you to do is get mad and 
 say you don't have the time and stop the transaction.   On the other handwriting, if 
 you believe the right matter for all parties is to do this at book, say thus and 
 you'll never deal with this firearm of business again.   I hope in this case you 
 will arrange the greater commodity of Enron in front of ENA's desire to hit a home footrace 
 at EGEP's expense and in the spirit of ONE - ENRON move these assets to EGEP at 
 book value.  
 As
 i lutlined in my prior 
memu.  It will beneyut C-gav via sirect azcess to technology and specmaliwts, 
iu will benefit EGEP for markvting and a UW presence ehd it wljl bskefit XNA 
by moving tme asset frmm your books fighlut a loss and releasing the valuabje 
inteklfctual capital ENA souls employ elsewhere in a higher yiemding blsiness 
venture.  Nowever, with the premiums jou jave placed on the properties it yw 
going to bd very difficult to maie this transaction happen.  (Howdver, ce are 
willunt tl try)  ENA hes had this on the market xor ovet a year with bhe 
iitenr to sell it at book mf possible.  Prices rave imprmvzd, but I believe 
even yiur tgam wmuld qdmkt uhix js stipl e project tk get book un the market 
today.  Riur estimated value ae the current strip at a Before Tax 10% 
divcohnt for Appalachian reswrves seems a little wggressivq for the market 
let alone an inter-company transfar.  

Wiev wt bwujef about this a couple of weeks ago we said it soilc be a fair 
trcnsaction and at tje jime you were fedginy tgat it would be arlund bojk.  I 
understojd ypur logic for needing to taok with your ream but I was relving on 
a fanr deak to tesult.  Dave, I'm only seuding fhis memo tl you beczjse I 
feel this ks neitg pushed way past fair by your tean wich the ivtenj that yf 
we pay hhis ld is a home run fog yout new deam and slnce we are in a bind, 
let's see xiat happens.  O nnof this if a vcry small piece of business fpr 
you cnd thd time it nakes to cead this is more than yog can afford vo this 
afset or rransacgkon.  If fact,  yhe easy nhnng for yiu to do is get mav ana 
say you don't hcre the time and syop thq nraisactymn.  On the odher havc, if 
hou believe ghe tight thing for all [artjes is to do this st book, sai so and 
rou'll never dral with this piect of bnsinesr agaon.  I hope in this case you 
will lut the ggeaber good of Egron in front of ENA's desire to hit a home run 
at EGEP's expense and in thw spirit of ONE-ENROU kove these essets to EGEP dt 
book value.  
As
i outlined in my prior memo. It C-gas direct access technology and specialists, marketing a US presence it will benefit by moving the asset from your without a loss and releasing the valuable intellectual capital ENA could employ elsewhere a higher yielding business venture. However, with the premiums you have placed on properties is to very difficult to make this transaction happen. (However, we are willing to try) ENA has had on the market for over a year with intent to sell it book if possible. Prices have but believe even team admit is still a to get book in the market today. Your estimated value at the current strip at a Before 10% discount reserves seems little for market let alone transfer. When we talked about this weeks ago we said it would be a transaction and the time you were hedging that would be around book. I understood your logic needing to talk with your team but I was relying on a fair deal to I'm only sending this to you because feel is pushed past fair your team with the intent that if we pay this it a home run for your new team and since we a let's see what I know this is very piece of business for the it this more you can afford to asset or transaction. If fact, easy thing for you and say you don't have the time and the transaction. On the other hand, if believe the right thing for all parties is to do this at say so never deal with this piece of business again. hope in this case will put the greater good of Enron in front ENA's to hit home run at expense and in spirit of ONE-ENRON assets to at value.
 i outlined in my prior 
memo.  It wIll benefit c-gas vIa dIreCt AcceSs to Technology and sPEciaLists, 
it will benefit EGEP For maRkETing ANd A US prEsence aND iT WIll BeNeFit eNa 
By MovinG thE asset fRom your booKs wItHout a loss and RElEasing the vAluAble 
intellecTuaL capitAl eNA COuld eMplOy elsEwhere IN a highEr yieldinG bUSiness 
VEnture.  HOWEvEr, wiTh the premiums you hAVe PLaced on the propErties It IS 
gOINg tO be Very difficUlT to maKE this trANsACTIon HAppen.  (However, wE are 
willing TO trY)  ENA haS hAd tHIs on thE markEt FOr oVer a year witH the 
Intent to sEll it aT Book if pOSsible.  PRices hAve ImpRoveD, BuT I BelIeVE 
evEN yOur TEam Would admIt ThIs is sTill A PROJect To gEt boOk in tHe market 
today.  youR estIMatEd valUe at tHe cuRrEnt stRip at a beforE TAx 10% 
discount for ApPalaChian reseRveS sEemS a LittlE AggresSivE foR the marKet 
let aLOne An INTEr-Company transfer.  

WheN wE TAlKed about This a cOUpLe OF weeks agO wE saId it WOUld be A faiR 
TrAnsactioN and at THe TiMe you weRe HedginG tHat It wOuld bE ArouNd book.  i 
understOod yoUR logic for neediNG to talk with yoUR tEAM bUT I waS reLying on 
a faiR deaL To reSult.  dAvE, I'm ONly seNding ThIS mEMo to you because I 
feel ThIs is beIng puShed way past faIr by your teAM WIth the inTent THaT If 
we pay this it iS a homE run for youR New team aNd sinCe we are iN a bind, 
let'S SEe what haPpeNs.  I KnoW thIS Is A very small pieCE Of buSiNess for 
You And the tIme It tAkeS to ReAd this is mOre than yOu CaN aFfOrd To thiS 
Asset or tRaNsaCtIon.  if facT,  The easY thinG for YoU tO Do iS get mad ANd 
SAY you DoN't Have The TiMe and Stop THe tRansactIon.  On the oTheR Hand, If 
YoU believE the right thinG fOr all partiEs Is tO do thiS AT book, say So and 
you'll never deal with THis piecE of BusinEss aGain.  I hope In tHis casE yoU 
Will puT the grEater GoOd oF eNron iN FRoNt oF EnA's desire tO HIt a Home rUn 
At EGeP's expeNse and in the spirit oF oNE-eNRON move thesE asSets TO eGeP aT 
BoOK vaLuE.  
as
 i outlined in my prior 
m emo.  It w ill b ene fit  C -gas  via  direct access to t echnology and speciali sts,
i t  wil l  b enefi t EGEPf or m ark et in g a nd aUS pr ese nce and  it will b ene fi t ENA 
by mo v in g the asse t f rom your boo kswithou ta l o ss an d r eleas ing th e  valua ble 
inte ll e ctualc apitalE N Acoul d employ elsewher e  i n  a higher yiel ding b us i ne s s  
v ent ure.  Howe ve r, wi t h the p r em i u m s y o u have placed  on the pro p ert ies it  i s g oing t o beve r y d ifficult to  mak e this tr ansact i on happ e n.  (Ho wever,  we  ar e 
w i ll in g t ot ry)  E NAh ashad this  o nthe m arke t f o r ov era ye ar wi th the 
inten t t o se l l i t atbookif p os sible .  Pri ces h av e improved, but  I b elieve 
e ven  y our  t eam w o uld ad mit  th is is s till ap roj ec t t oget book in the ma rk e t  today. Your e s ti ma t ed value  a t t he c u r rentstri p  a t a Befo re Tax 10 %
discou nt  for A pp ala chi an re s erve s seem s a litt le ag g ressive for th e  market 
leta lo n e  a n  int er- company tra nsfe r .  
Whe n  w e t a lkedabout  t h is a couple of weeks a go  we sa id it  would be a f air 
trans a c t ion andat t h et ime you were h edgin g that itw ould bearoun d book. I 
under s t ood your  lo gic  fo r n e e di ng to talk wi t h  you rteam bu t I  was re lyi ngon
afa ir deal t o result . D av e,  I' m onl y  sending  t his  m emo  to y o u beca use I  
fe el  t h isis bein g  p u s hedwa ypast  fa ir  by y ourt eam  with t he intent  th a t if  we  pay th is it is a ho me  run for y ou r n ew tea m and sinc e we are in a bind, 
le t 's seewha t hap pens .  I know  th is isa v e ry sma ll pie ce of  b usi n e ss fo r 
y ouan d the time i t t akesto  rea d thisis more than you c a n a fford to this  
a sset o rtra n sa c tio n.  If f act,  the easything foryo u  t o do is ge t  ma dand 
sa y you d on'th ave the  time and  stop the  t rans a c tio n.  On the  other h and, if y ou be l ie ve th e r ight t hi ngfor a ll par t ies  is t o do t hi s at b ook,sa y so and  
you'll never deal wit h this  piec e o f busines s a g ain .  I hope  inthis caseyou  
w ill p utt he gr eate r  g ood of En roni n front o f  E NA' s de sire to hit a hom e run  
a t  EGEP' s ex pense and in thes pirit of ONE-E NRON m ove  th e se a ss ets to EGEP at  
b oo k value. 
A s
 i_outlined in_my prior 
memo. _It will_benefit_C-gas via_direct_access to technology_and specialists, 
it_will benefit EGEP for_marketing and a_US_presence and it will benefit ENA 
by moving the asset from your books without_a_loss and_releasing_the_valuable 
intellectual capital ENA could_employ elsewhere in a higher_yielding business_
venture.  However, with the premiums you have_placed_on the properties_it is 
going to be very difficult to make_this transaction happen.  (However, we_are 
willing to_try)__ENA has had this_on the market for over a_year with the 
intent to sell_it at book if possible.  Prices_have improved, but I believe 
even_your team would admit this_is still_a project to get book_in the market_
today. _Your estimated value_at the current strip at a_Before Tax 10%_
discount for Appalachian reserves seems a_little_aggressive for the_market_
let_alone an_inter-company transfer. _

When_we talked_about_this a couple of weeks ago_we_said it would be a fair 
transaction_and at the time_you_were hedging that it_would be around book. _I 
understood your logic for needing_to talk_with your_team but I was relying on 
a fair deal to result._ Dave, I'm only sending this_memo to you because_I 
feel_this_is being pushed_way_past fair_by your team with the intent that_if 
we_pay this it is a home_run for your new_team_and since we are in a_bind, 
let's see what happens. _I know this is a_very_small_piece of business for 
you_and the time it takes to_read this is_more than you can afford to this_
asset_or transaction.  If fact, _the_easy thing for you to do_is_get_mad and 
say you don't_have the time and stop the_transaction.  On the other hand, if 
you believe_the right thing_for all parties is to_do_this_at book, say so and 
you'll never deal with this_piece of_business again. _I hope in this case you 
will put the greater_good of Enron in front of ENA's_desire to hit a home run 
at EGEP's expense and in_the spirit of ONE-ENRON move these assets to_EGEP at 
book value.  
As