Attached is a copy of a sample letter which we are sending to selected vendors of Enron Corp. and its subsidiaries as an additional step toward implementing our commitment to conduct our business affairs in accordance with the highest ethical standards.

We are sending you a copy of this letter so that you will be aware that your vendors will be receiving this letter and so that you will be reminded that Enron does enlist the cooperation of its vendors in adhering to its Business Ethics Policy.

We appreciate your efforts in contributing to an Enron work environment of which we can all be proud.

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SAMPLE 
November ____, 2001
OFFICE OF THE CHAIRMAN
<<Headquarter_Name>>
<<Street>>
<<City>><<State>><<Zip>>
<<Country>>
Dear Sir or Madam :
	Enron Corp. ("Enron") believes in conducting its business affairs in accordance with the highest ethical standards. As outlined in Enron's Code of Ethics, employees of Enron and its subsidiaries are required to comply with Enron's Business Ethics Policy which requires an employee to conduct himself/herself in a manner which is not detrimental to the best interests of Enron and which does not bring to the employee financial gain separately derived as a direct consequence of his/her employment with Enron. Further, Enron's Business Ethics Policy states that no lavish entertainment or gifts are to be given or received by Enron employees for special position, price, or privilege.
 	Not only is it incumbent upon our employees to follow this policy, but your cooperation in respecting these standards is also critical. Enron expects each of its vendors and contractors to maintain adequate records that document its work relationship with Enron. Enron's auditing department will routinely conduct business ethics compliance audits of certain vendors and contractors with whom Enron does business. Your recognition of our ethical standards allows Enron employees to work with you via arm's length transactions and avoids potentially embarrassing and unethical situations. If you ever become aware of variances from our policy, please advise:

 
	Your business relationship is important to us, and we look forward to maintaining that relationship with you.
Very truly yours,
         







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