Attached please find the documents relating to the Swapco structure.  We
are still working on the employee assignments pending our review of form
employment agreements tomorrow.

Regards,

Trish Lindloff
Weil, Gotshal & Manges LLP
(214) 746-8116 (direct)
(214) 746-7777 (fax)
trish.lindloff@weil.com






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(Resolutions of ENA ($250 mil capital contribution)) (See attached file:
5z_r01!.DOC)
(Resolutions of RMT ($250 mil capital contribution)) (See attached file:
5z_s01!.DOC)
(Resolutions of ERMT LLC ($250 mil capital contribution)) (See attached
file: 5z_v01!.DOC)
(Proposed Resolutions for Enron Corp. ($250 mil contribution)) (See
attached file: 5z_x01!.DOC)
(Organizational Consent of ERMT LLC) (See attached file: 5zdl02!.DOC)
(consent to use name) (See attached file: 5z_p01!.DOC)
(Limited Liability Company Agreement of ERMT LLC) (See attached file:
5zcb02!.DOC)

(Certificate of Amendment to ESVL Certificate of Incorporation) (See
attached file: 5z__01!.DOC)
(Bylaws of ERMT Corp.) (See attached file: 5z_t01!.DOC)
(unanimous written consent - ERMTCorp.) (See attached file: 54@502!.DOC)
(Software License Agreement) (See attached file: 5zp101!.DOC)
(Administrative Services Agreement) (See attached file: 5z6%03!.DOC)
(Administrative Services Agreement) (See attached file: 5z6%RTF.DOC)
 - 5z_r01!.DOC 
 - 5z_s01!.DOC 
 - 5z_v01!.DOC 
 - 5z_x01!.DOC 
 - 5zdl02!.DOC 
 - 5z_p01!.DOC 
 - 5zcb02!.DOC 
 - 5z__01!.DOC 
 - 5z_t01!.DOC 
 - 54@502!.DOC 
 - 5zp101!.DOC 
 - 5z6%03!.DOC 
 - 5z6%RTF.DOC