Jeff-

As you may know, I have (somewhat reluctantly) decided to resign from Enron.  For some time now, I have wanted to take some time off, and had asked Whalley about the possibility for a six month unpaid, unvested sabbatical.  Primarily for reasons of precedence, he was unwilling to pursue this option, which, while it is disappointing to me, I accept.

The purpose of this note is twofold.

First, I would like to thank you for making this company the great place it is today, and for giving me the opportunity to have a great career here.  I will forever look upon my nine plus years with Enron fondly.

Second, I would like to ask you as the administrator of the 1997 Long Term Incentive Plan to allow me to explore opportunities in the venture capital community without triggering non-compete provisions with regard to future payouts.  I very much enjoyed my brief role in venture capital, and have some very good contacts in that area here in New York.  Since NetWorks decided to cease operations in that business earlier in the year, I should not think that Enron would view anything I might do there as competitive, especially if I were not working directly in the energy space with an Enron competitor.

At present, I am planning to spend my time at least through the summer enjoying, and travelling with, my family.  I have nothing planned professionally as of yet, but wanted to take the opportunity to drop you this note while I might still be viewed positively (I hope that's not too presumptuous!).

Please let me know your thoughts on this non-compete provision as I would not wish for anything to be awkward for us going forward.

Again Jeff, thanks for many great memories, and as an Enron shareholder, keep up the great work!

Jay