We're in real good shape here on the documents, as we've already pretty much
made the changes you note below.  We're also already into our internal
review process, so we should be ready to go in short order when that review
work is done.  We can be ready for you to sign our documents next week.  My
problem is that I'm out of town all next week.  Do you want to schedule a
meeting after that to execute, say the week of June 18-22, if that suits the
schedule of the prenup lawyers?  I'd like to be there when you sign to make
sure all is right and also to discuss related beneficiary designations on
nonprobate assets.

I'd like to see the marital property agreement before you sign it.

SD

-----Original Message-----
From: Horton, Stanley C [mailto:shorton@enron.com]
Sent: Tuesday, June 05, 2001 2:47 PM
To: stephen.dyer@bakerbotts.com
Subject: Estate Planning


Debbie is meeting with her attorney on Friday regarding the post marital
agreement modification.  I do not think it is much of an issue so we
should get revision executed very soon.

I have gone through the Agreement again and they look fine.  My notes
indicate only the following changes need to be made:

1.  Caron's portion of the inheritance if I die first should be the
lesser of 5% or $3million and she pays the tax due;

2.  The house I own at 9302 Cypresswood Drive together with all
furnishings etc would be left to Debbie instead of the marital trust;
and,

3. J> P> Morgan/Chase Bank would be an alternate to MSDW as trustee.

What is the next step?