Please review the order below entered by the United States Bankruptcy Court of the Southern District of New York regarding document preservation.  You are instructed to comply with this order, effective immediately. 

The order requires that we retain all documents (in paper or electronic form) in existence on February 15.  Documents created after February 15 must be retained if, as the order states, the document contains information relevant to:  (1) any claim or defense that may be asserted in the bankruptcy by Enron or a party-in-interest; (2) the financial condition or otherwise in connection with the reorganization of Enron under the Bankruptcy Code; or (3) any governmental investigation or litigation now underway or commenced prior to the termination of this order concerning (a) Enron or any Enron-related affiliates or individuals, (b) present or former directors or officers of Enron, or (c) any affilitiates, subsidiaries, partnerships or joint ventures or other entities which, to Enron's knowledge, Enron or any Enron-related entity participated.

Please regard the terms of the Order as applying to all Enron companies, not just companies that are a part of the bankruptcy proceeding.  If you are uncertain whether you should retain any particular document, please call Bob Williams at extension 5-2402.  You should err on the side of retaining the document.

This order and email instruction supersede the previous order of the Bankruptcy Court and email to employees dated January 14, 2002.

Thank you.

The text of the order follows:



UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------x
In re:                        :
                              : Chapter 11
ENRON CORP., ET AL.           :
                              : Case Nos. 01-16034 (AJG)
                              :
              Debtors.        : Jointly Administered
                              :
------------------------------x

STIPULATION AND CONSENT ORDER PURSUANT TO 11
U.S.C. ?? 105 AND 541 BY AND BETWEEN ENRON CORP.
AND ITS AFFILIATED DEBTORS-IN-POSSESSION AND THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS
REGARDING DOCUMENT PRESERVATION AND RETENTION

WHEREAS, Enron Corp. and its affiliated debtors-in-possession in these jointly administered Chapter 11
cases (collectively, "Enron") recognize that they have an
obligation to preserve all of the assets of their estates;

WHEREAS, Enron's documents, as that term is
defined in Rule 7026-1 of the Local Bankruptcy Rules for
the Southern District of New York, Civil Rule 26.3(c)(2) of
the Local Rules of the United States District Courts for
the Southern and Eastern Districts of New York and Rule
34(a) of the Federal Rules of Civil Procedure (see
Attachment A hereto) in Enron's possession, custody or
control (hereinafter "Documents"), constitute assets of
Enron's estates; and

WHEREAS, Enron recognizes that it must preserve
all of its Documents during the pendency of these Chapter
11 cases;

WHEREAS, Enron has represented that it has by
various e-mails, including one dated as recently as January
14, 2002, Enron has restated its Document retention
policies to all of its officers, directors and employees
and explained the need to preserve Enron's Documents in
accordance with then-existing policies;

WHEREAS, Enron has represented that it has placed
under lock-and-key all paper shredding machines located at
its headquarters in Houston, Texas;
WHEREAS, the Court, on consent of Enron and the
Creditors' Committee, issued an order dated January 25,
2002 relating to document preservation (see Attachment B
hereto).

IT IS HEREBY STIPULATED AND AGREED THAT:
1. Enron, and its officers and directors, shall
make reasonable efforts to ensure that none of Enron's
Documents shall be destroyed or wrongfully removed from
Enron's premises in a manner inconsistent with the terms of
the Order.

2. To the extent that Enron's Documents are in
the possession of its agents, accountants or any other
party which maintains documents for, on behalf of or for
the benefit of Enron, Enron shall in writing instruct such
persons to preserve Enron's Documents within ten (10)
business days of the date of this Order, such notice to
include a copy of this Order.

3. All Documents that were in the possession,
custody or control of Enron prior to the date of this
Order, shall be preserved and maintained by Enron and each
of its directors, officers and employees.

4. All Documents that come into the possession,
custody or control of Enron from and after the date of this
Order that contain information (i) relevant to any claim or
defense thereto that may be asserted in these chapter 11
cases by Enron or a party-in-interest, (ii) relevant to the
financial condition or otherwise in connection with the
reorganization of Enron under chapter 11 of the Bankruptcy
Code, or (iii) relevant to any governmental investigation
or litigation concerning Enron or any Enron-related
entities or individuals, present or former directors or
officers of Enron, and any affiliates, subsidiaries,
partnerships or joint ventures or other entities in which,
to Enron's knowledge, Enron or any Enron-related entity
participated (collectively, "Affiliated Entities") now
underway or commenced prior to the termination of this
Order, shall be preserved and maintained by Enron and each
of its directors, officers and employees, provided,
however, that this Order does not bar the ordinary course
disposal of Documents that come into Enron's possession or
are created by Enron after the date of this Order having no
reasonable or apparent connection to the items listed in
subparts (i), (ii) or (iii) of this paragraph.

5. Nothing contained in this Order shall: (a)
prevent Enron from using any Documents in the ordinary
course of business for any purpose necessary to the
reorganization effort; or (b) entitle any entity to
discovery other than pursuant to applicable law.

6. To the extent the Federal Bureau of
Investigation ("FBI") discloses to Enron its findings or
conclusions in connection with its investigation of alleged
document destruction on Enron's premises, and to the extent
the FBI permits Enron to disclose such findings or
conclusions, Enron shall report to the Court such findings
or conclusions concerning (a) whether Documents of Enron or
Affiliated Entities have been removed or destroyed since
the commencement of these Chapter 11 cases, and (b) in the
event the FBI investigation discloses that such Documents
were removed or destroyed, (i) the nature of such
documents, (ii) the person(s) responsible for such
destruction or removal, and (iii) measures being taken to
retrieve or restore such documents.

7. Within ten (10) business days after entry of
this Order, Enron's two most senior legal officers, two
most senior accounting officers, and its three other most
senior officers shall submit affidavits stating that such
persons have reviewed this Order, understand its terms, and
will make reasonable efforts to comply with the provisions
of this Order.

8. The terms of this Order shall supercede and
control any prior policy or announcement by Enron
concerning document preservation or destruction to the
extent such policy or announcement is less restrictive than
the terms of this Order.

9. Enron shall immediately post a copy of this
Order on Enron's intranet in such a way as to ensure that
this Order can be reviewed by all of Enron's officers,
directors and employees.

10. This Order shall be effective immediately
and shall remain in effect until modified by further Order
of this Court.

/s/ Luc Despins
The Official Committee of
Unsecured Creditors

By its counsel:

Luc A. Despins
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005

/s/ Martin Bienenstock
Enron Corp. and its affiliated
debtors-in-possession

By its counsel:

Martin A. Bienenstock
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153

IT IS SO ORDERED on this 15th day
of February, 2002

s/Arthur J. Gonzalez
Arthur J. Gonzalez
United States Bankruptcy Judge