Please see below responses highlighted in blue.





Stephen.Dyer@bakerbotts.com on 04/16/2001 03:49:59 PM
To: Stanley.Horton@enron.com
cc: david.hill@msdw.com, Adam.Schucher@bakerbotts.com 

Subject: some questions...


 We are starting on your drafting work now that we have received the
engagement letter.  We have a few questions that need answering, as follows:

1. I need David to send me materials on Morgan Stanley Trust Co. so
that we can properly designate the right entity by correct name, etc.  If
they have any suggested or required language for our documents, I need to
see that as well.  Finally, I need for David to confirm with Morgan
Stanley's fiduciary people whether Morgan Stanley can serve as a co-agent
under a Statutory Durable Power of Attorney and whether there are any
constraints or limitations in doing so that would impact our drafting.
David can follow-up directly with me if that suits you.

2. I want to remind you to send me a photocopy of Caron's "old" trust
document, so that we may consider whether it fits the current plan and can
serve as a receptacle under the current plan.   Sending it out today

3. We talked about setting up Debbie and MSDW as co-executor and
co-trustees under your Will, with Caron as back-up to Debbie in that
position.  However, we are also going to create a generation-skipping trust
right away for Caron.  Who should be the initial trustee(s) of Caron's
trust?  Debbie and MSDW?  or Randy and MSDW?  or even Caron and MSDW?   and
who shoud be back-up?   Caron and MSDW 

4. You said that Debbie wants to name you as executor and trustee under
her will.  Who should be your back-up in those roles?  If Linda Wehring is
Debbie's back-up on Debbie's power of attorney, I would suggest that she
also be the back-up executor/trustee, but Debbie may prefer to name Caron.
It would be best if Debbie would name at least two successors after you.
 1.  Caron
 2.  Linda Wehring (alternate)

 That's it.  Please respond by whatever mode you prefer.  I hope
email is reasonably satisfactory for purposes of my asking these questions.
I tend to start with email because it is so non-obtrusive, but I'm happy to
do whatever you prefer.

SD