For your review prior to tomorrow's  meeting with Adam Umanoff.

Cindy

---------------------- Forwarded by Cindy Stark/Corp/Enron on 03/21/2001 03:09 PM ---------------------------


Adam_Umanoff%ENRON@eott.com on 03/20/2001 04:11:05 PM
To:	Stanley_Horton%Enron.com%Eott@EOTT.COM, Cliff_Baxter%EnronXGate@EOTT.COM
cc:	Mark_Metts%EnronXGate@EOTT.COM, Gary_P_Smith%ENRON@EOTT.COM 

Subject:	Keeping the Wheels on at EWC


As discussed with Cliff and Stan, attached are my recommendations on what
we should do to ensure we retain EWC management as we proceed with the sale
effort.  I will be in Houston on Thursday to meet with Stan.  If possible,
I would like to reach agreement on our approach this week (and in advance
of my planned visits with our management team over the following 2 weeks).
Thanks.  Adam

(See attached file: EWC-MngmntRet-3-01.doc)
 - EWC-MngmntRet-3-01.doc