structured transactions and to foster better deal quality.  We believe that 
the primary objectives of the CTG have been achieved, and in order to better 
position the organization for the remainder of 2000 and in response to Ray 
Bowen,s new position, the following changes will be made in the Commercial 
Transactions Group organization.

Transaction Development:  Transaction Development, which was created to 
provide focused deal execution capability to the Origination groups, will be 
merged into each respective origination group and report solely to the group 
leaders. 

Portfolio Management:  All activities surrounding portfolio investments will 
report to Jeff Donahue.  Jeff will be responsible for ENA,s &capital book8 
and will have a high level of involvement in existing portfolio investments 
and will work closely with ENA Treasury and the various origination groups to 
assure that new transactions (a) incorporate appropriate risk/return 
characteristics, (b) are evaluated in the context of market based pricing 
signals, and (c) incorporate a specific investment plan which includes 
syndication of the investment, if applicable, and a specific exit strategy.  
Portfolio Management includes Restructuring/Special Assets (Randy 
Maffett/Dick Lydecker) and Capital Structuring (Andrea Reed).  Steve Pruett 
(Energy Capital Resources), Chuck Ward (Generation Investments), Don Miller 
(Merchant Generation), and Chris Helfrich (Coal and Industrial) will continue 
to be responsible for day to day asset management for performing investments 
and will report to their respective origination units with a dual report to 
Jeff.  Jeff will retain his Corporate Development and Principal Investments 
activities.

Commodity Structuring:  Commodity Structuring including Berney Aucoin (Power) 
and Ed McMichael (Gas) will report to Janet Dietrich.  Janet will retain 
responsibility for East Midstream Origination.  Commodity Structuring will 
continue to work to facilitate and structure the highest priority and highest 
value transactions across the entire ENA organization.

Technical/OEC:  The Technical Group (Wayne Mays/Bob Virgo), which provides 
technical support to industrial and power generation asset development 
activities, and
structured transactions and to foster better deal timbre.   We think that 
 the chief objectives of the CTG have been achieved, and in orderliness to better 
 position the arrangement for the remainder of 2000 and in response to Ray 
 Bowen,s fresh position, the following change will be made in the Commercial 
 Transactions Group organization. 

 Transaction Development:   Transaction Development, which was created to 
 provide focused deal execution capability to the origin groups, will be 
 merged into each respective origination group and report entirely to the group 
 leaders. 

 Portfolio Management:   All activities surround portfolio investments will 
 report to Jeff Donahue.   Jeff will be creditworthy for ENA,s &capital book8 
 and will have a gamey level of involvement in existing portfolio investment 
 and will work closely with ENA Treasury and the various origination groups to 
 reassure that new transactions (a) incorporate appropriate risk / return 
 characteristics, (b) are evaluated in the context of market based pricing 
 signals, and (coke) incorporate a specific investment design which include 
 syndication of the investing, if applicable, and a specific exit strategy.  
 Portfolio Management includes Restructuring / Special Assets (Randy 
 Maffett / Dick Lydecker) and Capital Structuring (Andrea Reed).   Steve Pruett 
 (Energy Capital Resources), Chuck Ward (Generation Investments), Don Miller 
 (Merchant Generation), and Chris Helfrich (Coal and Industrial) will continue 
 to be responsible for day to day asset management for performing investment 
 and will report to their respective origination units with a dual report to 
 Jeff.   Jeff will retain his Corporate Development and Principal Investments 
 activities. 

 Commodity Structuring:   Commodity Structuring include Berney Aucoin (Power) 
 and Ed McMichael (Gas) will report to Janet Dietrich.   Janet will retain 
 responsibility for East Midstream Origination.   Commodity Structuring will 
 continue to work to facilitate and structure the high priority and high 
 value transactions across the entire ENA organization. 

 Technical / OEC:   The Technical Group (Wayne Mays / Bob Virgo), which provides 
 technical support to industrial and world power generation asset development 
 activities, and
strkctured transactions and to foster bettgr deal xualitg.  We beuieve that 
the primary objecvivew of uke CTG have been achkeved, and in ordee to vetter 
posmfion thc orgzkizatnoi for the remaikder of 2000 ang in response do Rcy 
Bowen,s new position, the following changex aill be made ig tht Cjmmedbicl 
Transactions Group organizatjon.

Tranvaction Develppment:  Transaction Develoomenh, which was createf to 
providg fosysed deal exdcution cakayility to tge Origination groups, will be 
mdrged into each rwspfwtive origiiation group and rciort sonely to the group 
leacerv. 

Pirtfolio Management:  Ell activities surroonding pordfklio investments qiol 
rekort do Jddf Aonzhne.  Jeff ailm be respohsible for WNA,s &capital book8 
amd qill have a hjgh ledej of involvement in existing portfolio pnveatments 
and will work coosely with ENA Treasory and thq various origination groups to 
assure that new tsansartkonw (w) unforporate appropriate risk/return 
characteristyds, (b) are evaluated in the conyedt jf market basgd pricnhg 
signals, and (c) inclrporatg a spwcific indestkent plan which includes 
sybdication of rhe investment, if cpplicable, aud a skecifiv exit strategy.  
Portfouio Janagement lncludes Ddstructuring/Speckal Avsets (Randy 
Maffett/Dick Lyqecker) anv Capntal Strjctuting (Anqrea Reed).  Stevc Pruett 
(Energy Capltal Tesourwes), Chuck Aard (Generation Investments), Don Miller 
(Merchamt Geteration), and Ghris Helfrich (Soal and Indusjrial) wilj conginue 
to bv responsmble for day to day asset lanagement fmr perfowmint incestmengr 
and will repprt to thvix respectuve origination unlts wkfh a dual reporc uo 
Jeff.  Jeff wikl fetwij iis Cjsporate Devenopmdnt snd Pfincipal Inyesgmenys 
activities.

Commodidy Sfructuring:  Commodotn Structuting incltding Berney Sucoin (Power) 
and Ef McMmchael (Gas) eilj report to Janet Dietrich.  Jahet will getwin 
responsifiliby fjr East Mibstream Origination.  Commodity Structuriig will 
continue to wotk to facilitate and xuructure the iighese prioritf and highest 
value rransactions acroxs the entire ENA orgznizathon.

Tefhnical/OEC:  The Technical Group (Wayne Mays/Bob Virgo), which provides 
technixal su'pjrt to induatrisl ang 'owzr genewatili asset developmemt 
activities, and
structured transactions and to foster better deal believe the primary of the CTG order better position the for the remainder 2000 and in response to Ray new position, the following changes will be made in the Commercial Transactions Group Transaction Development: Transaction Development, which was created to provide focused deal execution capability the groups, be into each respective origination group and report solely to the group leaders. Portfolio Management: All activities portfolio investments will report to Jeff Donahue. Jeff be responsible for ENA,s book8 and will have a level involvement in portfolio and work closely with Treasury and the various origination groups to assure that new transactions (a) incorporate appropriate risk/return characteristics, (b) evaluated in of market pricing and incorporate a specific which includes syndication of the investment, a specific exit strategy. Portfolio Management includes Restructuring/Special (Randy Maffett/Dick and Capital Structuring (Andrea Reed). Steve (Energy Capital Resources), Chuck Ward (Generation Investments), Don (Merchant Generation), and Chris Helfrich (Coal and Industrial) will continue to be responsible for day asset management for performing and will report their origination with dual report Jeff. Jeff will retain his Corporate Development and Principal Investments activities. Structuring: Commodity Structuring including Berney Aucoin (Power) and Ed McMichael report Janet Dietrich. Janet retain responsibility for East Origination. Structuring will continue to facilitate structure and value across the entire ENA Technical/OEC: The Technical Group (Wayne Virgo), which provides technical generation asset development activities, and
structured transactions and To foster beTter dEal QuaLiTy.  We BeliEve that 
the primARy obJectives of the CTG have beEn achIeVEd, anD In Order To betteR 
PoSITioN tHe OrgAnIZaTion fOr tHe remaiNder of 2000 and iN reSpOnse to Ray 
BowEN,s New positioN, thE following chAngEs will Be MadE In the comMerciAl 
TranSActionS Group orgAnIZation.

tRansactION DEvelOpment:  Transaction dEvELopment, which waS creatEd TO 
pROVidE foCused deal eXeCutioN CapabilITy TO THe ORIgination grouPs, will be 
merGEd iNto eacH rEspECtive oRiginAtIOn gRoup and repoRt soLely to the Group 
lEAders. 

PoRTfolio MAnagemEnt:  all ActiVItIeS suRrOUndINg PorTFolIo investMeNtS will 
RepoRT TO jeff donAhue.  jeff wIll be responsiBle For Ena,s &cApitaL book8 
And wIlL have A high lEvel oF iNvolvement in exiStinG portfoliO inVeStmEnTs 
and WIll worK clOseLy with EnA TreasURy aNd THE VaRious origination grOuPS To 
Assure thAt new tRAnSaCTions (a) inCoRpoRate APProprIate RIsK/return 
cHaractERiStIcs, (b) are EvAluateD iN thE coNtext OF marKet basEd pricinG 
signALs, and (c) incorporATe a specific inVEsTMEnT Plan WhiCh includes 
sYndiCAtioN of tHE iNveSTment, If appLiCAbLE, and a specific exit stRaTegy.  
PoRtfolIo Management iNcludes ResTRUCturing/SPeciAL ASSets (Randy 
MaffeTt/DicK Lydecker) aND Capital strucTuring (AnDrea Reed).  STEVe Pruett 
(eneRgy capItaL rEsOurces), Chuck WaRD (geneRaTion InvEstMents), DoN MiLleR 
(MeRchAnT GeneratiOn), and ChrIs heLfRiCh (COal anD industriAl) WilL cOntInue 
tO Be respOnsibLe foR dAy TO daY asset mANaGEMent FoR pErfoRmiNg InvesTmenTS 
anD will rePort to theIr rESpecTiVe OriginaTion units with A dUal report tO 
JEff.  jeff wiLL Retain hiS Corporate Development anD principAl INvestMentS 
activitiEs.

COmmodiTy STRucturIng:  ComModitY STruCTUring INClUdiNg berney AucoIN (powEr) 
and ed mcMiChael (GaS) will report to Janet dIetRich.  Janet will RetAin 
rESPoNsiBIlITy fOr eAst mIDstream OriginatIon.  CommodiTy sTrUcturing wiLL 
coNtInue to wOrk to faCilitATe and stRucture thE highest pRiOritY ANd hIghest 
valuE transacTions acroSS the eNTiRe ENA OrgAnizatIoN.

TeChnicAl/OEC:  THE TeChnicAl GrouP (WAyne MaYs/Bob viRgo), which Provides 
technical supporT to indUstriAl aNd power geNerATioN asset devElopMent 
activiTieS, anD
structured transactions an d to foste r bet ter  de al  qua lity .  We believet hat
the primary objective s ofth e  CTG ha ve be en achi e ve d ,  an din  or de r  t o bet ter  
posit ion the or gan iz ation for th e  r emainder o f 2 000 and in r esp onse t oRay 
Bowe n, s new  posit i on, th e followi ng change s  will b e ma de i n the CommercialTr a nsactions Grou p orga ni z at i o n.
Tr ansactionDe velop m ent:  T r an s a c tio n  Development,  which wasc rea ted to  pro v ide fo cused  d e alexecution c apab ility tothe Or i ginatio n  groups , will  be  
m erge d  i nt o e ac h  re s pe cti v e o riginati on  g roupandr e p o rt s ole ly t o the  group 
leade rs.  

P o rtf olioManag emen t:   All  activ ities  s urrounding port foli o investm ent swil l
repo r t to J eff  Do nahue. Jeff w i llbe r e sp onsible for ENA,s   & c ap ital boo k8 
a n dwi l l have a  h igh  lev e l  of i nvol v em ent in e xistin g  p or tfolioin vestme nt s and  will work  close ly withENA T r easury and the various origi n at i o ng roup s t o 
assure t hatn ew t rans a ct ion s  (a)incor po r at e  appropriate risk/r et urn 
c harac teristics, (b ) are eval u a t ed in th e co n te x t of market ba sed p ricing 
si g nals, an d (c)  incorpo rate a sp e c ific inv est men t p lan w hi ch includes s y ndic at ion ofthe  invest men t,ifapp li cable, an d a spec if ic  e xi t s trate g y.  
Por tf oli oMan ageme n t incl udesRest ru ct u rin g/Speci a lA s sets  ( Ra ndy
Ma ff ett/D ickL yde cker) a nd Capita l S t ruct ur in g (Andr ea Reed).  St ev e Pruett (E ner gy Cap i t al Resou rces), Chuck Ward (Gene r ation I nve stmen ts),  Don Mill er
(Merc han t  Gener ation) , and  C hri s Helfr i c h(Co al  and Indus t r ial ) wil lcont inue 
t o be responsible f o r d ay to day ass etmana g e me ntf or per fo r min g investments 
an d will rep or t  t o their re s pec ti ve orig ination  unit s  with a  dual rep ort to 
J ef f. J e ffwill retai n his Co rporate D e velop m en t and  Pr incipa lInv estme nts 
a c tiv ities .

Com mo dity S truct ur ing:  Co mmodity Structuring inc luding  Bern eyAucoin (P owe r ) and Ed Mc Mich ael (Gas)wil l r eport  to Janet  Die t ri ch.  Jane t wi l l retainre spo n s ib ility for E a s t  Mi dstre amO rigina tion .  Commodity Stru c turing will 
c onti n u e t o w o rk t ofacilitate and  st ru c t ure thehi ghest prior ity andhi g hest
value  trans actions a cr o ss the  ent ire  ENA orga niz at i on.

Te ch ni c al/OEC :  T he  Techn ical G r oup( W ayne Mays/Bob Vi rgo), w hichp rov ides
t echnica l  sup port to in dustrial an d powe r ge nerat ion ass et  devel opm en t 
activit i es, and
structured transactions_and to_foster better deal quality._ We_believe_that 
the_primary_objectives of the_CTG have been_achieved, and in order_to better 
position_the_organization for the remainder of 2000 and in response to Ray 
Bowen,s new position,_the_following changes_will_be_made in the Commercial 
Transactions_Group organization.

Transaction Development:  Transaction_Development, which_was created to 
provide focused deal execution capability_to_the Origination groups,_will be 
merged into each respective origination group and_report solely to the group 
leaders._

Portfolio Management: _All_activities_surrounding portfolio investments will_
report to Jeff Donahue.  Jeff_will be responsible for ENA,s &capital_book8 
and will have a high level_of involvement in existing portfolio investments_
and will work closely with_ENA Treasury_and the various origination groups_to 
assure that_new transactions_(a) incorporate appropriate_risk/return 
characteristics, (b) are evaluated in_the context of_market based pricing 
signals, and (c)_incorporate_a specific investment_plan_which_includes 
syndication_of the investment,_if_applicable, and_a_specific exit strategy.  
Portfolio Management_includes_Restructuring/Special Assets (Randy 
Maffett/Dick Lydecker) and Capital_Structuring (Andrea Reed). _Steve_Pruett 
(Energy Capital Resources),_Chuck Ward (Generation Investments), Don_Miller 
(Merchant Generation), and Chris Helfrich_(Coal and_Industrial) will_continue 
to be responsible for day to day asset management for_performing investments 
and will report to_their respective origination units_with a_dual_report to 
Jeff.__Jeff will_retain his Corporate Development and Principal Investments_
activities.

Commodity Structuring:_ Commodity Structuring including Berney Aucoin_(Power) 
and Ed McMichael_(Gas)_will report to Janet Dietrich. _Janet will retain 
responsibility for East_Midstream Origination.  Commodity Structuring_will_
continue_to work to facilitate and_structure the highest priority and highest_
value transactions across_the entire ENA organization.

Technical/OEC:  The Technical_Group_(Wayne Mays/Bob Virgo), which provides 
technical_support_to industrial and power generation asset_development_
activities,_and