We have received numerous requests from individuals in the business units who 
either want to add someone to the PRC Committee or who want to have someone 
attend the Associate and/or Analyst PRC meetings because they do not have a 
representative on the Committees.  

Unfortunately, it is not possible to add additional PRC Reps at this time 
because all of the Associates and Analysts have been divided between the 
existing PRC Reps.  Additionally, as you are aware, the PRC meetings are next 
week, December 12th & 13th and there is not enough time to gather 
information.  We will, however, be reducing the number of Associates and 
Analysts that each PRC Rep is representing and will need several additional 
Reps. If you have individuals that should be nominated please send the names 
to Terry Bosien.  The parameters that were used for the initial appointments 
were as follows:

The person must be a well-respected individual who is nominated/approved by 
the Office of the Chair of the Operating Company
The Associate PRC Reps are vice presidents
The Analyst PRC Reps are directors /sr. directors

The level of the PRC reps on the committee is important to adhere to for 
several reasons.  First, Jeff wanted individuals at these levels to gain 
additional exposure in the organization and be involved in activities beyond 
their business unit boundaries.  Additionally, it potentially places the PRC 
Rep in an awkward position and they may feel undue pressure in the meeting if 
they are required to disagree with a more senior individual.  

We have also received request from individuals wanting to "observe" the 
meeting.  As in the MD/VP process, individuals are not allowed to just 
observe if they are not a part of the Committee.  We attempted to have the 
major units represented, however, it is not possible to have every division 
represented.   Jeff Skilling spent over an hour with the PRC Reps explaining 
why the individuals selected as PRC Reps, rather than the Associates' & 
Analysts' managers, should be the ones to represent the Associates & Analysts 
in the PRC.  He also reiterated the importance of the PRC Reps' 
responsibilities which was to (1) meet with the Associates' and Analysts' 
managers;  (2) gather as much information as possible and (3) advocate 
objectively for the individual.
Also, if there are too many individuals in the room it is difficult or 
impossible to come to a consensus, which has been the case in the past.  

I hope this is helpful.  If business units find this is not acceptable, they 
should seek approval for their attendance from Jeff Skilling.

Thanks for your understanding, cooperation and support.

Charlene