__________________________
Name
 
 
ENRON NORTH AMERICA CORP. 
___________________________________________
QUESTIONNAIRE FOR DIRECTORS AND EXECUTIVE OFFICERS
Enron North America Corp. (the "Company") is circulating this Questionnaire to directors and officers of the Company to develop and verify information that will be used in connection with the sale by the Company of all of the tangible and intangible assets, properties, business and goodwill related to the Company's business of wholesale trading of natural gas and electricity with customers in North America (the "Business").
If representations made by the Company contain any untrue statements or omit to state any material fact, the Company and its controlling persons (including its officers, directors and controlling persons) may be subject to civil liabilities.  It is, therefore, important that the information you supply be complete and accurate.
Please answer all questions, then sign and return as soon as possible one copy of this Questionnaire to:
Eddy Daniels
Legal Dep't
Enron North America Corp.
1400 Smith Street
Houston, TX  77002
713.646.3490 (fax)
Certain terms used in this Questionnaire have technical meanings that are explained in Appendix B of the Questionnaire.  You should read and understand these definitions before completing the Questionnaire.
WE MUST HAVE YOUR COMPLETED QUESTIONNAIRE NO LATER THAN 4:00 PM, JANUARY 10, 2002.


QUESTIONS
 
1.                  GENERAL.
Please state your full name:                                                                                  
2.                  RELATIONSHIP WITH THE COMPANY AND ITS SUBSIDIARIES.
Please list all directorships, positions and offices that you hold with the Company or its Subsidiaries, indicate the date on which you were elected or appointed to each such position, and if any such offices or positions, other than directorships, carry a specific term of office, state such term of office.
 
Position(s):
 
Name of Subsidiary:
Date Elected
or Appointed:
Term of
Office (if any):
 
                                                     
 
                                                     
 
                                                     
 
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
                                                     
 
3.                  INTERESTED PARTY TRANSACTIONS.
If you or any of your Associates have, either directly or indirectly, any interest in any contract, arrangement or property (real or personal, tangible or intangible) used in or pertaining to the Business or the Assets, please describe such interest(s) on Appendix B hereto.
4.                  TRANSACTIONS WITH MANAGEMENT AND OTHERS.
PLEASE REFER TO THE DEFINITION OF "ASSOCIATE."
(a)                Have you or any of your Associates had any interest, direct or indirect, in any transaction or series of similar transactions occurring during the twenty-four months prior to September 30, 2001, or in any currently proposed transaction, or series of similar transactions, to which the Company or any of its Subsidiaries was or is to be a party involving the Business or the Assets?  No response need be made and no information need be given for any matter already described in answer to another Item of this Questionnaire.
Yes                                 No      
If "Yes," please describe each such transaction and the nature and amount of your interest therein on Appendix B hereto.  Please include your stock ownership or the stock ownership of any Associate in any corporation that is a party to any transaction for which information is required.
(b)               If any transaction described in (a) above involved or is to involve the purchase or sale of assets by or to the Company or any of its Subsidiaries, please state the cost (if any) of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost thereof to the seller on Appendix B hereto.  In answering this question please make a separate statement with respect to each transaction, giving the names of the parties in each case.  Indicate the principle followed in determining the purchase or sale price and the name of the person making such determination.
5.                  CONTRACTS.
If you or any of your Associates is a party to any contract with the Company or its Subsidiaries which has not been described elsewhere herein, please describe such contract(s) on Appendix B hereto.
 


APPENDIX A
DEFINITIONS:
For the purposes of this Questionnaire, certain terms are defined as follows:
1.                  Affiliate.  An "Affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
2.                  Assets.  The term "Assets" means all of the right, title and interest of Enron Corp., Enron North America Corp., Enron Net Works LLC, or their Affiliates in all of the properties, assets and rights of every kind, whether tangible or intangible, real, personal or mixed, wherever located, whether now existing or hereafter acquired that are used or held for use in, or that are material to, the Business
3.                  Associate.  An "Associate" of yours is defined to mean:
(a)                Any corporation or organization (except the Company and any majority-owned Subsidiaries of the Company) of which you are an officer or partner or in which you are, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities;
(b)               Any trust or other estate in which you have a substantial beneficial interest or for which you serve as trustee or in a similar capacity; and
(c)                Any member of your "immediate family" as defined hereinafter.
4.                  Beneficial Owner; Right to Acquire.  You are a "beneficial owner" of a security, if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share (i) voting power, which includes the power to vote, or to direct the voting of, such security, or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security.  You are also deemed to be the beneficial owner of a security if you have the "right to acquire" beneficial ownership of such security within 60 days, including without limitation any right to acquire such security (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; (iii) pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or (iv) pursuant to the automatic termination of a trust, discretionary account, or similar arrangement.
5.                  Business.  The term "Business" means the business of wholesale trading of natural gas and electricity with customers in North America.
6.                  Company.  The term "Company" means Enron Corp. 
7.                  Control.  The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
8.                  Executive Officer.  The term "executive officer," when used with reference to the Company, means its chairman of the board, president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function or any other person who performs similar policy-making functions for the Company.  Executive officers of Subsidiaries may be deemed executive officers of the Company if they perform such policy-making functions for the Company.
9.                  Immediate Family.  The term "immediate family" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law.
10.              Parent.  A "Parent" of a specified person is an Affiliate controlling such person directly, or indirectly through one or more intermediaries.
11.              Subsidiary.  A "Subsidiary" of a specified person is an Affiliate controlled by that person directly, or indirectly through one or more intermediaries.


APPENDIX B


I understand that my answers will be used in the preparation of documents that the Company proposes to file with the Commission in the near future.  If at any time any of the information set forth in my responses to this Questionnaire has changed due to passage of time, or any development occurs which requires a change in my answer, or such information has for any other reason become incorrect, or if any of my answers hereto change materially during the remainder of the current fiscal year, then I will forthwith furnish to the individual to whom a copy of this Questionnaire is to be sent, as indicated and at the address shown on the front hereof, any necessary or appropriate correcting information.  Otherwise, the Company is to understand that the above information continues to be, to the best of the undersigned's knowledge, complete and correct.
Dated:  January      , 2002
 
 
                                                                                                                                    
Signature