To:  Enron Employees
From:  Office of the Chief Executive
Date:  February 21, 2002
Re:  Management Changes

As a company working to emerge from bankruptcy, Enron looks and feels completely different.  However, one thing is the same - we continue to move and change at a fast pace.  Last week, we shared with you a developing management team.  This week, we want to update you on some further management changes that have taken shape.

Jim Derrick, executive vice president and general counsel, will retire from Enron effective March 1, 2002.

Rob Walls, currently deputy general counsel, will succeed Derrick and serve immediately as acting general counsel.

We are also happy to announce that Mike McConnell, formerly CEO of Enron Global Markets, is returning to the company to help identify and develop business opportunities within our remaining non-regulated businesses.

We will continue to share changes to the management team as they occur.