Steve,

Thanks for arranging a great afternoon yesterday - - I very much enjoyed our
conversation on people and idea generation as well as gaining a good
overview of Enron's key businesses. The tour was extremely educational and
we had a good discussion with Nate Ellis on Retail Services at the end of
the day.

I like your idea of getting the top executives together at some point soon -
- I know our Chairman, Chuck Knight, would be very fascinated with the
transformation at Enron and your business models for future growth. He also
loves to share and contrast different management processes and I think all
involved would take away some ideas to consider. David Farr, our new CEO,
would gain much from such an interaction and hopefully the establishment of
a long relationship between our firms and executive teams.

On top of this, I see a tremendous potential for our firms to work together
in a number of key areas where our product and service technologies would
complement the Enron offering of market making and risk management. I
appreciate your offer to help navigate some contacts to evaluate some of
these opportunities. Some initial impressions include:

* Evaluating the use of Energy Services on a broad scale at Emerson
operations

* Evaluating the solution package that we could jointly put together for
industrial customers with your Energy Services group and our remotely
controllable transfer switch, UPS and back-up power technologies that would
permit remote (Enron) control of whether a site is on/off the grid or even
selling power back to the grid.

* Evaluate the potential packages of Emerson systems, measuring devices,
control elements, power diagnostic, remote monitoring and visualization
products and technologies for use with Energy Services contract offerings -
- especially in specific vertical markets such as retail stores, grocery
stores, pipelines, paper plants,  semiconductor fabs, etc. We have over 2000
service and solutions people spread throughout USA and other world markets
which could support this effort.

* Enron Broadband Services is already a primary user of Emerson fiber optic
conduit, precision air conditioning, UPS, and other power and connectivity
products and services - - we can evaluate how we can extend our technology
platform to support the bandwidth market making activity and the content
offering of Enron.

* I also see some potential for Enron finance and risk management in
international infrastructure projects such as the Caspian Sea gas
development - - where it looks like there will be 30+ years of gas
production - - some of the local customers who are intrigued with embracing
our new PlantWeb Fields technologies for better yield/uptime/asset
management have had trouble getting conventional project finance resources
to support their projects. Given Enron understands what to do with gas in
kind, there could be a very interesting triangular arrangement with Enron,
Emerson, and local gas production companies.

These are some initial thoughts - - I expect there may be several other
interesting possibilities come to light as we start to have additional
conversations.

Steve, again, thanks for the arrangements yesterday and I will be back to
you shortly to organize a follow-up set of conversations.

Best Regards,

Mike Train
VP Planning
Emerson Electric Co:
T: 314-553-2120
F: 314-553-3851