EXHIBIT 2.1


UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

- -------------------------------------------X
                                           :
IN RE:                                     :       CHAPTER 11
                                           :
ENRON CORP., ET AL.,                       :       CASE NO. 01-16034 (AJG)
                                           :
                 DEBTORS.                  :       JOINTLY ADMINISTERED
- -------------------------------------------X

            SECOND AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT
               TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

                                         WEIL, GOTSHAL & MANGES LLP
                                         767 Fifth Avenue
                                         New York, New York  10153
                                         (212) 310-8000

                                                    -  and  -

                                         700 Louisiana
                                         Houston, Texas  77002
                                         (713) 546-5000
                                         Attorneys for Debtors and
                                            Debtors in Possession

Dated: November 13, 2003

                                TABLE OF CONTENTS



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ARTICLE I                  DEFINITIONS.........................................................................      2

         1.1      Accepting Guaranty Claims....................................................................      2

         1.2      ACFI.........................................................................................      2

         1.3      ACFI Guaranty Claim..........................................................................      2

         1.4      ACFI Guaranty Distributive Assets............................................................      2

         1.5      Administrative Expense Claim.................................................................      3

         1.6      Affiliate....................................................................................      3

         1.7      Allowed Administrative Expense Claim.........................................................      3

         1.8      Allowed Claim/Allowed Equity Interest........................................................      3

         1.9      Allowed Convenience Claim....................................................................      4

         1.10     Allowed ENA Debenture Claim..................................................................      4

         1.11     Allowed Enron Common Equity Interest.........................................................      4

         1.12     Allowed Enron Guaranty Claim.................................................................      4

         1.13     Allowed Enron Preferred Equity Interest......................................................      4

         1.14     Allowed Enron Senior Note Claim..............................................................      4

         1.15     Allowed Enron Subordinated Debenture Claim...................................................      4

         1.16     Allowed Enron TOPRS Debenture Claim..........................................................      4

         1.17     Allowed Enron TOPRS Subordinated Guaranty Claim..............................................      4

         1.18     Allowed ETS Debenture Claim..................................................................      4

         1.19     Allowed General Unsecured Claim..............................................................      4

         1.20     Allowed Guaranty Claim.......................................................................      5

         1.21     Allowed Intercompany Claim...................................................................      5

         1.22     Allowed Other Subordinated Claim.............................................................      5

         1.23     Allowed Priority Claim.......................................................................      5

         1.24     Allowed Priority Non-Tax Claim...............................................................      5

         1.25     Allowed Priority Tax Claim...................................................................      5

         1.26     Allowed Secured Claim........................................................................      5

         1.27     Allowed Section 510 Enron Common Equity Interest Claim.......................................      5

         1.28     Allowed Section 510 Enron Preferred Equity Interest Claim....................................      5



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         1.29     Allowed Section 510 Enron Senior Notes Claim.................................................      5

         1.30     Allowed Section 510 Enron Subordinated Debenture Claim.......................................      5

         1.31     Allowed Wind Guaranty Claim..................................................................      5

         1.32     Assets.......................................................................................      5

         1.33     Assumption Schedule..........................................................................      5

         1.34     Ballot.......................................................................................      6

         1.35     Ballot Date..................................................................................      6

         1.36     Bankruptcy Code..............................................................................      6

         1.37     Bankruptcy Court.............................................................................      6

         1.38     Bankruptcy Rules.............................................................................      6

         1.39     Business Day.................................................................................      6

         1.40     Case Management Order........................................................................      6

         1.41     Cash.........................................................................................      6

         1.42     Cash Equivalents.............................................................................      6

         1.43     Chapter 11 Cases.............................................................................      6

         1.44     Claim........................................................................................      6

         1.45     Class........................................................................................      7

         1.46     Class Actions................................................................................      7

         1.47     Collateral...................................................................................      7

         1.48     Common Equity Interest.......................................................................      7

         1.49     Common Equity Trust..........................................................................      7

         1.50     Common Equity Trustee........................................................................      7

         1.51     Common Equity Trust Agreement................................................................      7

         1.52     Common Equity Trust Board....................................................................      7

         1.53     Common Equity Trust Interests................................................................      7

         1.54     Confirmation Date............................................................................      7

         1.55     Confirmation Hearing.........................................................................      8

         1.56     Confirmation Order...........................................................................      8

         1.57     Consolidated Basis...........................................................................      8



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         1.58     Convenience Claim............................................................................      8

         1.59     Convenience Claim Distribution Percentage....................................................      8

         1.60     Creditor.....................................................................................      8

         1.61     Creditor Cash................................................................................      8

         1.62     Creditors' Committee.........................................................................      9

         1.63     CrossCountry.................................................................................      9

         1.64     CrossCountry Assets..........................................................................      9

         1.65     CrossCountry By-laws.........................................................................      9

         1.66     CrossCountry Certificate of Incorporation....................................................      9

         1.67     CrossCountry Common Stock....................................................................      9

         1.68     CrossCountry Trust...........................................................................     10

         1.69     CrossCountry Trust Agreement.................................................................     10

         1.70     CrossCountry Trust Board.....................................................................     10

         1.71     CrossCountry Trustee.........................................................................     10

         1.72     CrossCountry Trust Interests.................................................................     10

         1.73     Debtors......................................................................................     10

         1.74     Debtors in Possession........................................................................     11

         1.75     Deferred Compensation Litigation.............................................................     11

         1.76     Disbursement Account(s)......................................................................     12

         1.77     Disbursing Agent.............................................................................     12

         1.78     Disclosure Statement.........................................................................     12

         1.79     Disclosure Statement Order...................................................................     12

         1.80     Disputed Claim; Disputed Equity Interest.....................................................     12

         1.81     Disputed Claim Amount........................................................................     12

         1.82     Distributive Assets..........................................................................     12

         1.83     District Court...............................................................................     13

         1.84     ECT I........................................................................................     13

         1.85     ECT I Trust Declarations.....................................................................     13

         1.86     ECT II.......................................................................................     13



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         1.87     ECT II Trust Declarations....................................................................     13

         1.88     Effective Date...............................................................................     13

         1.89     8.25% Subordinated Debentures................................................................     13

         1.90     Employee Committee...........................................................................     13

         1.91     Employee Counsel Orders......................................................................     14

         1.92     Employee Prepetition Stay Bonus Payments.....................................................     14

         1.93     ENA..........................................................................................     14

         1.94     ENA Debentures...............................................................................     14

         1.95     ENA Debentures Claim.........................................................................     14

         1.96     ENA Examiner.................................................................................     14

         1.97     ENA Guaranty Claim...........................................................................     14

         1.98     ENA Guaranty Distributive Assets.............................................................     14

         1.99     ENA Indentures...............................................................................     15

         1.100    ENA Indenture Trustee........................................................................     15

         1.101    ENE..........................................................................................     15

         1.102    ENE Examiner.................................................................................     15

         1.103    Enron Affiliate..............................................................................     15

         1.104    Enron Common Equity Interest.................................................................     15

         1.105    Enron Guaranty Claim.........................................................................     15

         1.106    Enron Guaranty Distributive Assets...........................................................     15

         1.107    Enron Preferred Equity Interest..............................................................     16

         1.108    Enron Senior Notes...........................................................................     16

         1.109    Enron Senior Notes Claim.....................................................................     16

         1.110    Enron Senior Notes Indentures................................................................     16

         1.111    Enron Senior Notes Indenture Trustees........................................................     16

         1.112    Enron Subordinated Debentures................................................................     16

         1.113    Enron Subordinated Debenture Claim...........................................................     17

         1.114    Enron Subordinated Indenture.................................................................     17

         1.115    Enron Subordinated Indenture Trustee.........................................................     17



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         1.116    Enron TOPRS Debenture Claim..................................................................     17

         1.117    Enron TOPRS Debentures.......................................................................     17

         1.118    Enron TOPRS Indenture Trustee................................................................     17

         1.119    Enron TOPRS Indentures.......................................................................     17

         1.120    Enron TOPRS Subordinated Guaranty Claim......................................................     17

         1.121    Entity.......................................................................................     17

         1.122    EPC..........................................................................................     17

         1.123    EPC Guaranty Claim...........................................................................     17

         1.124    EPC Guaranty Distributive Assets.............................................................     18

         1.125    EPF I........................................................................................     18

         1.126    EPF I Partnership Agreement..................................................................     18

         1.127    EPF II.......................................................................................     18

         1.128    EPF II Partnership Agreement.................................................................     18

         1.129    Equity Interest..............................................................................     18

         1.130    ETS..........................................................................................     18

         1.131    ETS Debenture Claim..........................................................................     19

         1.132    ETS Indentures...............................................................................     19

         1.133    ETS Indenture Trustee........................................................................     19

         1.134    Exchanged Enron Common Stock.................................................................     19

         1.135    Exchanged Enron Preferred Stock..............................................................     19

         1.136    Existing PGE Common Stock....................................................................     19

         1.137    Fee Committee................................................................................     19

         1.138    Final Order..................................................................................     19

         1.139    General Unsecured Claim......................................................................     20

         1.140    Guaranty Claims..............................................................................     20

         1.141    Indentures...................................................................................     20

         1.142    Indenture Trustees...........................................................................     20

         1.143    Indenture Trustee Claims.....................................................................     20

         1.144    Initial Petition Date........................................................................     20



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         1.145    Intercompany Claims..........................................................................     20

         1.146    Intercompany Distributive Assets.............................................................     20

         1.147    Investigative Orders.........................................................................     20

         1.148    IRC..........................................................................................     20

         1.149    IRS..........................................................................................     21

         1.150    Lien.........................................................................................     21

         1.151    Litigation Trust.............................................................................     21

         1.152    Litigation Trustee...........................................................................     21

         1.153    Litigation Trust Agreement...................................................................     21

         1.154    Litigation Trust Board.......................................................................     21

         1.155    Litigation Trust Claims......................................................................     21

         1.156    Litigation Trust Interests...................................................................     21

         1.157    Mediation Orders.............................................................................     21

         1.158    Mediator.....................................................................................     22

         1.159    MegaClaim Litigation.........................................................................     22

         1.160    Montgomery County Litigation.................................................................     22

         1.161    Operating Trustee............................................................................     22

         1.162    Operating Trust Agreements...................................................................     22

         1.163    Operating Trusts.............................................................................     22

         1.164    Operating Trust Interests....................................................................     22

         1.165    Other Equity Interest........................................................................     22

         1.166    Other Subordinated Claim.....................................................................     22

         1.167    Penalty Claim................................................................................     22

         1.168    Person.......................................................................................     22

         1.169    Petition Date................................................................................     22

         1.170    PGE..........................................................................................     22

         1.171    PGE By-laws..................................................................................     23

         1.172    PGE Certificate of Incorporation.............................................................     23

         1.173    PGE Common Stock.............................................................................     23



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         1.174    PGE Trust....................................................................................     23

         1.175    PGE Trust Agreement..........................................................................     23

         1.176    PGE Trust Board..............................................................................     23

         1.177    PGE Trustee..................................................................................     23

         1.178    PGE Trust Interests..........................................................................     23

         1.179    Plan.........................................................................................     23

         1.180    Plan Currency................................................................................     24

         1.181    Plan Securities..............................................................................     24

         1.182    Plan Supplement..............................................................................     24

         1.183    Portland Creditor Cash.......................................................................     24

         1.184    Portland Debtors.............................................................................     24

         1.185    Preferred Equity Trust.......................................................................     24

         1.186    Preferred Equity Trustee.....................................................................     25

         1.187    Preferred Equity Trust Agreement.............................................................     25

         1.188    Preferred Equity Trust Board.................................................................     25

         1.189    Preferred Equity Trust Interests.............................................................     25

         1.190    Priority Claim...............................................................................     25

         1.191    Priority Non-Tax Claim.......................................................................     25

         1.192    Priority Tax Claim...........................................................................     25

         1.193    Prisma.......................................................................................     25

         1.194    Prisma Articles of Association...............................................................     25

         1.195    Prisma Assets................................................................................     25

         1.196    Prisma Common Stock..........................................................................     26

         1.197    Prisma Memorandum of Association.............................................................     26

         1.198    Prisma Trust.................................................................................     26

         1.199    Prisma Trust Agreement.......................................................................     26

         1.200    Prisma Trust Board...........................................................................     26

         1.201    Prisma Trustee...............................................................................     26

         1.202    Prisma Trust Interests.......................................................................     26



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         1.203    Proponents...................................................................................     26

         1.204    Pro Rata Share...............................................................................     26

         1.205    Record Date..................................................................................     27

         1.206    Remaining Assets.............................................................................     27

         1.207    Remaining Asset Trust(s).....................................................................     27

         1.208    Remaining Asset Trustee......................................................................     27

         1.209    Remaining Asset Trust Agreement(s)...........................................................     27

         1.210    Remaining Asset Trust Board(s)...............................................................     27

         1.211    Remaining Asset Trust Interests..............................................................     27

         1.212    Reorganized Debtor Plan Administration Agreement.............................................     27

         1.213    Reorganized Debtor Plan Administrator........................................................     28

         1.214    Reorganized Debtors..........................................................................     28

         1.215    Reorganized Debtors By-laws..................................................................     28

         1.216    Reorganized Debtors Certificate of Incorporation.............................................     28

         1.217    Reorganized ENE..............................................................................     28

         1.218    Reorganized Portland Debtors.................................................................     28

         1.219    Sale/Settlement Orders.......................................................................     28

         1.220    Sale Transaction.............................................................................     28

         1.221    Schedules....................................................................................     28

         1.222    SEC..........................................................................................     28

         1.223    Section 510 Enron Common Equity Interest Claim...............................................     28

         1.224    Section 510 Enron Preferred Equity Interest Claim............................................     29

         1.225    Section 510 Enron Senior Notes Claim.........................................................     29

         1.226    Section 510 Enron Subordinated Debenture Claim...............................................     29

         1.227    Secured Claim................................................................................     29

         1.228    Series 1 Exchanged Preferred Stock...........................................................     29

         1.229    Series 2 Exchanged Preferred Stock...........................................................     29

         1.230    Series 3 Exchanged Preferred Stock...........................................................     30

         1.231    Series 4 Exchanged Preferred Stock...........................................................     30



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         1.232    Settling Former Employees....................................................................     30

         1.233    Severance Settlement Fund Litigation.........................................................     30

         1.234    Severance Settlement Fund Proceeds...........................................................     31

         1.235    Severance Settlement Fund Trust..............................................................     31

         1.236    Severance Settlement Fund Trust Agreement....................................................     31

         1.237    Severance Settlement Fund Trustee............................................................     31

         1.238    Severance Settlement Order...................................................................     31

         1.239    6.75% Subordinated Debentures................................................................     31

         1.240    Special Litigation Trust.....................................................................     31

         1.241    Special Litigation Trustee...................................................................     31

         1.242    Special Litigation Trust Agreement...........................................................     31

         1.243    Special Litigation Trust Board...............................................................     32

         1.244    Special Litigation Trust Claims..............................................................     32

         1.245    Special Litigation Trust Interests...........................................................     32

         1.246    Subordinated Claim...........................................................................     32

         1.247    TOPRS........................................................................................     32

         1.248    TOPRS Stipulation............................................................................     32

         1.249    Unsecured Claim..............................................................................     32

         1.250    Value........................................................................................     32

         1.251    WD Management Agreement......................................................................     33

         1.252    WD Trust.....................................................................................     33

         1.253    WD Trust Agreement...........................................................................     33

         1.254    WS Management Agreement......................................................................     33

         1.255    WS Trust.....................................................................................     33

         1.256    WS Trust Agreement...........................................................................     33

         1.257    Wind.........................................................................................     33

         1.258    Wind Guaranty Claim..........................................................................     33

         1.259    Wind Guaranty Distributive Assets............................................................     34

         1.260    Wind Management Agreements...................................................................     34



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         1.261    Wind Reserve Fund............................................................................     34

         1.262    Wind Reserve Fund Order......................................................................     34

         1.263    Wind Trusts..................................................................................     34

         1.264    Wind Trusts Assets...........................................................................     34

         1.265    Other Definitions............................................................................     34

ARTICLE II                 COMPROMISE AND SETTLEMENT OF DISPUTES; SUBSTANTIVE CONSOLIDATION; ASSUMPTION
                           OF OBLIGATIONS UNDER THE PLAN.......................................................     35

         2.1      Compromise and Settlement....................................................................     35

                  (a)      Substantive Consolidation...........................................................     35

                  (b)      Related Issues......................................................................     35

                           (i)      Intercompany Claims........................................................     35

                           (ii)     Guaranty Claims............................................................     36

                           (iii)    Ownership of Certain Assets................................................     36

                           (iv)     Ownership of Certain Litigation Claims.....................................     36

                  (c)      Plan Currency.......................................................................     36

                  (d)      Inter-Debtor Waivers................................................................     37

                  (e)      Governance..........................................................................     37

         2.2      Non-Substantive Consolidation................................................................     37

         2.3      Allocation of Expenses.......................................................................     37

         2.4      Wind Reserve Fund............................................................................     38

ARTICLE III                PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS.....     38

         3.1      Administrative Expense Claims................................................................     38

         3.2      Professional Compensation and Reimbursement Claims...........................................     38

         3.3      Payment of Priority Tax Claims...............................................................     38

ARTICLE IV                 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS.......................................     39

         4.1      Class 1 - Priority Non-Tax Claims............................................................     39

         4.2      Class 2 - Secured Claims.....................................................................     39

         4.3      Classes 3 through 182 - General Unsecured Claims.............................................     39



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         4.4      Class 183 - Enron Subordinated Debenture Claims..............................................     39

         4.5      Class 184 - Enron TOPRS Debenture Claims.....................................................     39

         4.6      Class 185 - Enron Guaranty Claims............................................................     39

         4.7      Class 186 - Wind Guaranty Claims.............................................................     39

         4.8      Class 187 - ENA Guaranty Claims..............................................................     39

         4.9      Class 188 - ACFI Guaranty Claims.............................................................     39

         4.10     Class 189 - EPC Guaranty Claims..............................................................     39

         4.11     Class 190 - Intercompany Claims..............................................................     39

         4.12     Classes 191 through 375 - Convenience Claims.................................................     39

         4.13     Classes 376 through 382 - Subordinated Claims................................................     39

         4.14     Class 383 - Enron Preferred Equity Interests.................................................     39

         4.15     Class 384 - Enron Common Equity Interests....................................................     39

         4.16     Class 385 - Other Equity Interests...........................................................     39

ARTICLE V                  PROVISION FOR TREATMENT OF PRIORITY NON-TAX CLAIMS (CLASS 1)........................     40

         5.1      Payment of Allowed Priority Non-Tax Claims...................................................     40

ARTICLE VI                 PROVISION FOR TREATMENT OF SECURED CLAIMS (CLASS 2).................................     40

         6.1      Treatment of Secured Claims..................................................................     40

ARTICLE VII                PROVISION FOR TREATMENT OF GENERAL UNSECURED CLAIMS (CLASSES 3-182).................     40

         7.1      Treatment of General Unsecured Claims Other than Those Against the Portland Debtors
                  (Classes 3 through 180)......................................................................     40

         7.2      Treatment of General Unsecured Claims Against the Portland Debtors (Classes 181 and
                  182).........................................................................................     40

         7.3      Election to Receive Additional Cash Distributions in Lieu of Partial Plan Securities.........     41

         7.4      Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a
                  Convenience Claim............................................................................     41

         7.5      Limitation on Recovery.......................................................................     41

         7.6      Severance Settlement Fund Litigation Payments................................................     42



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         7.7      Termination of Wind Trusts...................................................................     42

         7.8      Election of TOPRS Holders to Receive Additional Cash Distributions in Lieu of Partial
                  Plan Securities..............................................................................     42

ARTICLE VIII               PROVISION FOR TREATMENT OF ENRON SUBORDINATED DEBENTURE CLAIMS (CLASS 183)..........     43

         8.1      Treatment of Allowed Enron Subordinated Debenture Claims (Class 183).........................     43

         8.2      Contingent Distribution/Limitation on Recovery...............................................     43

ARTICLE IX                 PROVISION FOR TREATMENT OF Enron TOPRS DEBENTURE CLAIMS (CLASS 184).................     43

         9.1      Treatment of Allowed Enron TOPRS Debenture Claims (Class 184)................................     43

         9.2      Contingent Distribution/Limitation on Recovery...............................................     44

ARTICLE X                  PROVISIONS FOR TREATMENT OF ENRON GUARANTY CLAIMS (CLASS 185).......................     44

         10.1     Treatment of Enron Guaranty Claims (Class 185)...............................................     44

         10.2     Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a
                  Convenience Claim............................................................................     44

ARTICLE XI                 PROVISIONS FOR TREATMENT OF WIND GUARANTY CLAIMS (CLASS 186)........................     45

         11.1     Treatment of Wind Guaranty Claims (Class 186) ...............................................     45

         11.2     Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a
                  Convenience Claim............................................................................     45

ARTICLE XII                PROVISIONS FOR TREATMENT OF ena GUARANTY CLAIMS (CLASS 187).........................     46

         12.1     Treatment of ENA Guaranty Claims (Class 187) ................................................     46

         12.2     Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a
                  Convenience Claim............................................................................     46

ARTICLE XIII               PROVISIONS FOR TREATMENT OF acfi GUARANTY CLAIMS (CLASS 188)........................     46

         13.1     Treatment of ACFI Guaranty Claims (Class 188) ...............................................     46

         13.2     Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a
                  Convenience Claim............................................................................     47

ARTICLE XIV                PROVISIONS FOR TREATMENT OF EPC GUARANTY CLAIMS (CLASS 189).........................     47



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         14.1     Treatment of EPC Guaranty Claims (Class 189) ................................................     47

         14.2     Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a
                  Convenience Claim............................................................................     47

ARTICLE XV                 PROVISIONS FOR TREATMENT OF INTERCOMPANY CLAIMS (CLASS 190).........................     48

         15.1     Treatment of Intercompany Claims (Class 190) ................................................     48

ARTICLE XVI                PROVISIONS FOR TREATMENT OF CONVENIENCE CLAIMS (CLASSES 191-375)....................     48

         16.1     Treatment of Convenience Claims (Classes 191 through 375)....................................     48

         16.2     Plan Currency Opportunity....................................................................     48

ARTICLE XVII               PROVISION FOR TREATMENT OF SUBORDINATED CLAIMS (CLASSES 376 - 382)..................     48

         17.1     Treatment of Allowed Subordinated Claims (Classes 376 through 382)...........................     48

         17.2     Contingent Distribution/Limitation on Recovery...............................................     48

ARTICLE XVIII              PROVISIONS FOR TREATMENT OF ENRON PREFERRED EQUITY INTERESTS (CLASS 383)............     49

         18.1     Treatment of Allowed Enron Preferred Equity Interests (Class 383)............................     49

         18.2     Contingent Distribution/Limitation on Recovery...............................................     49

         18.3     Cancellation of Enron Preferred Equity Interests and Exchanged Enron Preferred Stock.........     49

ARTICLE XIX                PROVISION FOR TREATMENT OF ENRON COMMON EQUITY INTERESTS (CLASS 384)................     50

         19.1     Treatment of Allowed Enron Common Equity Interests (Class 384)...............................     50

         19.2     Contingent Distribution to Common Equity Trust...............................................     50

         19.3     Cancellation of Enron Common Equity Interests and Exchanged Enron Common Stock...............     50

ARTICLE XX                 PROVISIONS FOR TREATMENT OF OTHER EQUITY INTERESTS (CLASS 385)......................     50

         20.1     Cancellation of Other Equity Interests (Class 385)...........................................     50

ARTICLE XXI                PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS UNDER THE PLAN..........................     51

         21.1     Objections to Claims; Prosecution of Disputed Claims.........................................     51



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         21.2     Estimation of Claims.........................................................................     51

         21.3     Payments and Distributions on Disputed Claims................................................     51

                  (a)      Disputed Claims Reserve.............................................................     51

                  (b)      Allowance of Disputed Claims........................................................     52

                  (c)      Tax Treatment of Escrow.............................................................     52

                  (d)      Funding of Escrow's Tax Obligation..................................................     52

ARTICLE XXII               THE LITIGATION TRUST................................................................     53

         22.1     Establishment of the Trust...................................................................     53

         22.2     Purpose of the Litigation Trust..............................................................     53

         22.3     Funding Expenses of the Litigation Trust.....................................................     53

         22.4     Transfer of Assets...........................................................................     53

         22.5     Valuation of Assets..........................................................................     54

         22.6     Litigation; Responsibilities of Litigation Trustee...........................................     54

         22.7     Investment Powers............................................................................     55

         22.8     Annual Distribution; Withholding.............................................................     55

         22.9     Reporting Duties.............................................................................     55

                  (a)      Federal Income Tax..................................................................     55

                  (b)      Allocations of Litigation Trust Taxable Income......................................     56

                  (c)      Other...............................................................................     56

         22.10    Trust Implementation.........................................................................     56

         22.11    Registry of Beneficial Interests.............................................................     56

         22.12    Termination..................................................................................     56

         22.13    Net Litigation Trust Recovery/Assignment of Claims...........................................     56

                  (a)      Net Judgment........................................................................     56

                  (b)      Assignment..........................................................................     57

                  (c)      Multiple Recoveries.................................................................     57

ARTICLE XXIII              THE SPECIAL LITIGATION TRUST........................................................     57

         23.1     Establishment of the Trust...................................................................     57

         23.2     Purpose of the Special Litigation Trust......................................................     57



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         23.3     Funding Expenses of the Special Litigation Trust.............................................     57

         23.4     Transfer of Assets...........................................................................     58

         23.5     Valuation of Assets..........................................................................     58

         23.6     Litigation of Assets; Responsibilities of Special Litigation Trustee.........................     58

         23.7     Investment Powers............................................................................     59

         23.8     Annual Distribution; Withholding.............................................................     59

         23.9     Reporting Duties.............................................................................     60

                  (a)      Federal Income Tax..................................................................     60

                  (b)      Allocations of Special Litigation Trust Taxable Income..............................     60

                  (c)      Other...............................................................................     60

         23.10    Trust Implementation.........................................................................     60

         23.11    Registry of Beneficial Interests.............................................................     61

         23.12    Termination..................................................................................     61

         23.13    Net Special Litigation Trust Recovery/Assignment of Claims...................................     61

                  (a)      Net Judgment........................................................................     61

                  (b)      Assignment..........................................................................     61

                  (c)      Multiple Recoveries.................................................................     61

ARTICLE XXIV               THE OPERATING TRUSTS................................................................     61

         24.1     Establishment of the Trusts..................................................................     61

         24.2     Purpose of the Operating Trusts..............................................................     62

         24.3     Funding Expenses of the Operating Trusts.....................................................     62

         24.4     Transfer of Assets...........................................................................     62

         24.5     Valuation of Assets..........................................................................     62

         24.6     Investment Powers............................................................................     63

         24.7     Annual Distribution; Withholding.............................................................     63

         24.8     Reporting Duties.............................................................................     63

                  (a)      Federal Income Tax..................................................................     63

                  (b)      Allocations of Operating Trusts Taxable Income......................................     64

                  (c)      Other...............................................................................     64



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         24.9     Trust Implementation.........................................................................     64

         24.10    Registry of Beneficial Interests.............................................................     64

         24.11    Termination..................................................................................     64

         24.12    Non-Transferability or Certification.........................................................     65

ARTICLE XXV                THE REMAINING ASSET TRUSTS..........................................................     65

         25.1     Establishment of the Trusts..................................................................     65

         25.2     Purpose of the Remaining Asset Trusts........................................................     65

         25.3     Funding Expenses of the Remaining Asset Trusts...............................................     65

         25.4     Transfer of Assets...........................................................................     65

         25.5     Valuation of Assets..........................................................................     66

         25.6     Investment Powers............................................................................     66

         25.7     Annual Distribution; Withholding.............................................................     66

         25.8     Reporting Duties.............................................................................     67

                  (a)      Federal Income Tax..................................................................     67

                  (b)      Allocations of Remaining Asset Trust Taxable Income.................................     67

                  (c)      Other...............................................................................     67

         25.9     Trust Implementation.........................................................................     67

         25.10    Registry of Beneficial Interests.............................................................     68

         25.11    Termination..................................................................................     68

         25.12    Non-Transferability or Certification.........................................................     68

ARTICLE XXVI               THE PREFERRED EQUITY TRUST..........................................................     68

         26.1     Establishment of the Trust...................................................................     68

         26.2     Purpose of the Preferred Equity Trust........................................................     69

         26.3     Funding Expenses of the Preferred Equity Trust...............................................     69

         26.4     Transfer of Preferred Stock..................................................................     69

         26.5     Investment Powers............................................................................     69

         26.6     Annual Distribution; Withholding.............................................................     70

         26.7     Reporting Duties.............................................................................     70

                  (a)      Federal Income Tax..................................................................     70



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                  (b)      Allocations of Preferred Equity Trust Taxable Income................................     70

                  (c)      Other...............................................................................     71

         26.8     Trust Implementation.........................................................................     71

         26.9     Registry of Beneficial Interests.............................................................     71

         26.10    Termination..................................................................................     71

         26.11    Non-Transferability or Certification.........................................................     71

ARTICLE XXVII              THE COMMON EQUITY TRUST.............................................................     72

         27.1     Establishment of the Trusts..................................................................     72

         27.2     Purpose of the Common Equity Trust...........................................................     72

         27.3     Funding Expenses of the Common Equity Trust..................................................     72

         27.4     Transfer of Common Stock.....................................................................     72

         27.5     Investment Powers............................................................................     72

         27.6     Annual Distribution; Withholding.............................................................     73

         27.7     Reporting Duties.............................................................................     73

                  (a)      Federal Income Tax..................................................................     73

                  (b)      Allocations of Common Equity Trust Taxable Income...................................     73

                  (c)      Other...............................................................................     74

         27.8     Trust Implementation.........................................................................     74

         27.9     Registry of Beneficial Interests.............................................................     74

         27.10    Termination..................................................................................     74

         27.11    Non-Transferability or Certification.........................................................     75

ARTICLE XXVIII             PROSECUTION, COMPROMISE AND EXTINGUISHMENT OF CLAIMS HELD BY THE DEBTORS............     75

         28.1     Prosecution of Claims........................................................................     75

         28.2     Compromise of Certain Guaranty Claim Litigation..............................................     75

         28.3     Extinguishment of Certain Claims.............................................................     76

ARTICLE XXIX               ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF
                           CLAIMS OR EQUITY INTEREST...........................................................     76

         29.1     Impaired Classes to Vote.....................................................................     76



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         29.2     Acceptance by Class of Creditors and Holders of Equity Interests.............................     76

         29.3     Cramdown.....................................................................................     77

ARTICLE XXX                IDENTIFICATION OF CLAIMS AND EQUITY INTERESTS IMPAIRED AND NOT IMPAIRED BY THE
                           PLAN................................................................................     77

         30.1     Impaired and Unimpaired Classes..............................................................     77

         30.2     Impaired Classes to Vote on Plan.............................................................     77

         30.3     Controversy Concerning Impairment............................................................     77

ARTICLE XXXI               PROVISIONS FOR THE ESTABLISHMENT AND MAINTENANCE OF DISBURSEMENT ACCOUNTS...........     77

         31.1     Establishment of Disbursement Account........................................................     77

         31.2     Maintenance of Disbursement Account(s).......................................................     77

ARTICLE XXXII              PROVISIONS REGARDING DISTRIBUTIONS..................................................     78

         32.1     Time and Manner of Distributions.............................................................     78

                  (a)      Initial Distributions of Cash.......................................................     78

                  (b)      Subsequent Distributions of Cash....................................................     78

                  (c)      Distributions of Plan Securities....................................................     78

                           (i)      Prisma.....................................................................     78

                           (ii)     CrossCountry...............................................................     79

                           (iii)    PGE........................................................................     79

                  (d)      Recalculation of Distributive Assets, Guaranty Distributive Assets and
                           Intercompany Distributive Assets....................................................     79

                  (e)      Prior and Subsequent Bankruptcy Court Orders Regarding Non-Conforming
                           Distributions.......................................................................     80

         32.2     Timeliness of Payments.......................................................................     80

         32.3     Distributions by the Disbursing Agent........................................................     80

         32.4     Manner of Payment under the Plan.............................................................     80

         32.5     Delivery of Distributions....................................................................     80

         32.6     Fractional Securities........................................................................     80

         32.7     Undeliverable Distributions..................................................................     81

                  (a)      Holding of Undeliverable Distributions..............................................     81



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                  (b)      Failure to Claim Undeliverable Distributions........................................     81

         32.8     Compliance with Tax Requirements.............................................................     81

         32.9     Time Bar to Cash Payments....................................................................     81

         32.10    Distributions After Effective Date...........................................................     82

         32.11    Setoffs......................................................................................     82

         32.12    Allocation of Plan Distributions Between Principal and Interest..............................     82

         32.13    Surrender of Instruments.....................................................................     82

         32.14    Cancellation of Existing Securities and Agreements...........................................     82

         32.15    Certain Indenture Trustee Fees and Expenses..................................................     83

         32.16    Cancellation of PGE, CrossCountry and Prisma Securities......................................     83

         32.17    Record Date..................................................................................     83

ARTICLE XXXIII             COMMITTEES, EXAMINERS, MEDIATOR AND EMPLOYEE COUNSEL................................     84

         33.1     Creditors' Committee - Term and Fees.........................................................     84

         33.2     Employee Committee - Term and Fees...........................................................     84

         33.4     Fee Committee - Term and Fees................................................................     85

         33.5     Mediator - Term and Fees.....................................................................     86

         33.6     Employee Counsel.............................................................................     86

ARTICLE XXXIV              EXECUTORY CONTRACTS AND UNEXPIRED LEASES............................................     86

         34.1     Rejection of Executory Contracts and Unexpired Leases........................................     86

         34.2     Cure of Defaults for Assumed Executory Contracts and Unexpired Leases........................     86

         34.3     Rejection of Intercompany Trading Contracts..................................................     87

         34.4     Rejection Damage Claims......................................................................     87

         34.5     Indemnification and Reimbursement Obligations................................................     87

         34.6     Rejection of TOPRS-Related Agreements........................................................     88

ARTICLE XXXV               RIGHTS AND POWERS OF DISBURSING AGENT...............................................     88

         35.1     Exculpation..................................................................................     88

         35.2     Powers of the Disbursing Agent...............................................................     88

         35.3     Fees and Expenses Incurred From and After the Effective Date.................................     89

ARTICLE XXXVI              THE REORGANIZED DEBTOR PLAN ADMINISTRATOR...........................................     89



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         36.1     Appointment of Reorganized Debtor Plan Administrator.........................................     89

         36.2     Responsibilities of the Reorganized Debtor Plan Administrator................................     89

         36.3     Powers of the Reorganized Debtor Plan Administrator..........................................     89

         36.4     Compensation of the Reorganized Debtor Plan Administrator....................................     90

         36.5     Termination of Reorganized Debtor Plan Administrator.........................................     90

ARTICLE XXXVII             CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN; IMPLEMENTATION PROVISIONS.......     90

         37.1     Conditions Precedent to Effective Date of the Plan...........................................     90

                  (a)      Entry of the Confirmation Order.....................................................     90

                  (b)      Execution of Documents; Other Actions...............................................     90

                  (c)      Prisma Consents Obtained............................................................     90

                  (d)      CrossCountry Consents Obtained......................................................     90

                  (e)      PGE Approval........................................................................     90

         37.2     Waiver of Conditions Precedent...............................................................     90

         37.3     Alternative Structures.......................................................................     91

ARTICLE XXXVIII            RETENTION OF JURISDICTION...........................................................     91

         38.1     Retention of Jurisdiction....................................................................     91

ARTICLE XXXIX              MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN.................................     92

         39.1     Modification of Plan.........................................................................     92

         39.2     Revocation or Withdrawal.....................................................................     93

ARTICLE XL                 PROVISION FOR MANAGEMENT............................................................     93

         40.1     Reorganized Debtors Directors................................................................     93

         40.2     Operating Entities Directors.................................................................     93

ARTICLE XLI                ARTICLES OF INCORPORATION AND BY-LAWS OF THE DEBTORS; CORPORATE ACTION..............     94

         41.1     Amendment of Articles of Incorporation and By-Laws...........................................     94

         41.2     Corporate Action.............................................................................     94

ARTICLE XLII               MISCELLANEOUS PROVISIONS............................................................     94

         42.1     Title to Assets..............................................................................     94



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         42.2     Distribution of Reserved Funds...............................................................     94

         42.3     Discharge of Debtors.........................................................................     95

         42.4     Injunction on Claims.........................................................................     95

         42.5     Term of Existing Injunctions or Stays........................................................     96

         42.6     Limited Release of Directors, Officers and Employees.........................................     96

         42.7     Exculpation..................................................................................     97

         42.8     Preservation of Rights of Action.............................................................     97

         42.9     Injunction on Actions........................................................................     97

         42.10    Payment of Statutory Fees....................................................................     98

         42.11    Retiree Benefits.............................................................................     98

         42.12    Retention of Documents.......................................................................     98

         42.13    Post-Confirmation Date Fees and Expenses.....................................................     98

         42.14    Severability.................................................................................     98

         42.15    Governing Law................................................................................     99

         42.16    Notices......................................................................................     99

         42.17    Closing of Cases.............................................................................     99

         42.18    Section Headings.............................................................................     99

         42.19    Exemption from Registration..................................................................    100

         42.20    Exemption from Transfer Taxes................................................................    100

         42.21    Inconsistencies..............................................................................    100

EXHIBIT A                  ALLOWED ENA DEBENTURE CLAIMS........................................................    A-1

EXHIBIT B                  ALLOWED ENRON SENIOR NOTE CLAIMS....................................................    B-1

EXHIBIT C                  ALLOWED ENRON SUBORDINATED CLAIM....................................................    C-1

EXHIBIT D                  ALLOWED ENRON TOPRS DEBENTURE CLAIM.................................................    D-1

EXHIBIT E                  ALLOWED ETS DEBENTURE CLAIM.........................................................    E-1

EXHIBIT F                  CONVENIENCE CLAIM DISTRIBUTION PERCENTAGE...........................................    F-1

EXHIBIT G                  LIST OF PRISMA ASSETS...............................................................    G-1

EXHIBIT H                  CLASSES OF GENERAL UNSECURED CLAIMS.................................................    H-1

EXHIBIT I                  CLASSES OF CONVENIENCE CLAIMS.......................................................    I-1



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EXHIBIT J                  CLASSES OF SUBORDINATED CLAIMS......................................................    J-1

EXHIBIT K                  SENIOR INDEBTEDNESS.................................................................    K-1



                                      xxii




      Enron Metals & Commodity Corp., Enron Corp., Enron North America Corp.,
Enron Power Marketing, Inc., PBOG Corp., Smith Street Land Company, Enron
Broadband Services, Inc., Enron Energy Services Operations, Inc., Enron Energy
Marketing Corp., Enron Energy Services, Inc., Enron Energy Services, LLC, Enron
Transportation Services Company, BAM Lease Company, ENA Asset Holdings L.P.,
Enron Gas Liquids, Inc., Enron Global Markets LLC, Enron Net Works LLC, Enron
Industrial Markets LLC, Operational Energy Corp., Enron Engineering &
Construction Company, Enron Engineering & Operational Services Company, Garden
State Paper Company, LLC, Palm Beach Development Company, L.L.C., Tenant
Services, Inc., Enron Energy Information Solutions, Inc., EESO Merchant
Investments, Inc., Enron Federal Solutions, Inc., Enron Freight Markets Corp.,
Enron Broadband Services, L.P., Enron Energy Services North America, Inc., Enron
LNG Marketing LLC, Calypso Pipeline, LLC, Enron Global LNG LLC, Enron
International Fuel Management Company, Enron Natural Gas Marketing Corp., ENA
Upstream Company LLC, Enron Liquid Fuels, Inc., Enron LNG Shipping Company,
Enron Property & Services Corp., Enron Capital & Trade Resources International
Corp., Enron Communications Leasing Corp., Enron Wind Corp., Enron Wind Systems,
Inc., Enron Wind Energy Systems Corp., Enron Wind Maintenance Corp., Enron Wind
Constructors Corp., EREC Subsidiary I, LLC, EREC Subsidiary II, LLC, EREC
Subsidiary III, LLC, EREC Subsidiary IV, LLC, EREC Subsidiary V, LLC, Intratex
Gas Company, Enron Processing Properties, Inc., Enron Methanol Company, Enron
Ventures Corp., Enron Mauritius Company, Enron India Holdings Ltd., Offshore
Power Production C.V., The New Energy Trading Company, EES Service Holdings,
Inc., Enron Wind Development LLC, ZWHC LLC, Zond Pacific, LLC, Enron Reserve
Acquisition Corp., EPC Estates Services, Inc., f/k/a National Energy Production
Corporation, Enron Power & Industrial Construction Company, NEPCO Power
Procurement Company, NEPCO Services International, Inc., San Juan Gas Company,
Inc., EBF LLC, Zond Minnesota Construction Company LLC, Enron Fuels
International, Inc., E Power Holdings Corp., EFS Construction Management
Services, Inc., Enron Management, Inc., Enron Expat Services, Inc., Artemis
Associates, LLC, Clinton Energy Management Services, Inc., LINGTEC Constructors
L.P., EGS New Ventures Corp., Louisiana Gas Marketing Company, Louisiana
Resources Company, LGMI, Inc., LRCI, Inc., Enron Communications Group, Inc.,
EnRock Management, LLC, ECI-Texas, L.P., EnRock, L.P., ECI-Nevada Corp., Enron
Alligator Alley Pipeline Company, Enron Wind Storm Lake I LLC, ECT Merchant
Investments Corp., EnronOnLine, LLC, St. Charles Development Company, L.L.C.,
Calcasieu Development Company, L.L.C., Calvert City Power I, L.L.C., Enron ACS,
Inc., LOA, Inc., Enron India LLC, Enron International Inc., Enron International
Holdings Corp., Enron Middle East LLC, Enron WarpSpeed Services, Inc., Modulus
Technologies, Inc., Enron Telecommunications, Inc., DataSystems Group, Inc. Risk
Management & Trading Corp., Omicron Enterprises, Inc., EFS I, Inc., EFS II,
Inc., EFS III, Inc., EFS V, Inc., EFS VI, L.P., EFS VII, Inc., EFS IX, Inc., EFS
X, Inc., EFS XI, Inc., EFS XII, Inc., EFS XV, Inc., EFS XVII, Inc., Jovinole
Associates, EFS Holdings, Inc., Enron Operations Services Corp., Green Power
Partners I LLC, TLS Investors, L.L.C., ECT Securities Limited Partnership, ECT
Securities LP Corp., ECT Securities GP Corp., KUCC Cleburne, LLC, Enron
International Asset Management Corp., Enron Brazil Power Holdings XI Ltd., Enron
Holding Company L.L.C., Enron Development Management Ltd., Enron International
Korea Holdings Corp., Enron Caribe VI Holdings Ltd., Enron International Asia
Corp., Enron Brazil Power Investments XI Ltd., Paulista Electrical Distribution,
L.L.C., Enron Pipeline Construction Services Company, Enron Pipeline Services
Company, Enron Trailblazer Pipeline Company, Enron Liquid Services Corp., Enron


                                       1

Machine and Mechanical Services, Inc., Enron Commercial Finance Ltd., Enron
Permian Gathering Inc., Transwestern Gathering Company, Enron Gathering Company,
EGP Fuels Company, Enron Asset Management Resources, Inc., Enron Brazil Power
Holdings I Ltd., Enron do Brazil Holdings Ltd., Enron Wind Storm Lake II LLC,
Enron Renewable Energy Corp., Enron Acquisition III Corp., Enron Wind Lake
Benton LLC, Superior Construction Company, EFS IV, Inc., EFS VIII, Inc., EFS
XIII, Inc., Enron Credit Inc., Enron Power Corp., Richmond Power Enterprise,
L.P., ECT Strategic Value Corp., Enron Development Funding Ltd., Atlantic
Commercial Finance, Inc., The Protane Corporation, Enron Asia
Pacific/Africa/China LLC, Enron Development Corp., ET Power 3 LLC, Nowa Sarzyna
Holding B.V., Enron South America LLC, Enron Global Power & Pipelines LLC,
Portland General Holdings, Inc., Portland Transition Company, Inc., Cabazon
Power Partners LLC, Cabazon Holdings LLC, Enron Caribbean Basin LLC, Victory
Garden Power Partners I LLC, Oswego Cogen Company, LLC and Enron Equipment &
Procurement Company hereby propose the following joint chapter 11 plan pursuant
to section 1121(a) of the Bankruptcy Code.

                                    ARTICLE I

                                   DEFINITIONS

            As used in the Plan, the following terms shall have the respective
meanings specified below and be equally applicable to the singular and plural of
terms defined:

      1.1 ACCEPTING GUARANTY CLAIMS: All Claims that are within the Classes of
Guaranty Claims which are determined to be accepting Classes in accordance with
section 1126 of the Bankruptcy Code.

      1.2 ACFI: Atlantic Commercial Finance, Inc., a Delaware corporation.

      1.3 ACFI GUARANTY CLAIM: Any Unsecured Claim, other than an Intercompany
Claim, against ACFI arising from or relating to an agreement by ACFI to
guarantee or otherwise satisfy the obligations of another Debtor, including,
without limitation, any Claim arising from or relating to rights of contribution
or reimbursement.

      1.4 ACFI GUARANTY DISTRIBUTIVE ASSETS: The Plan Currency to be made
available to holders of Allowed ACFI Guaranty Claims in an amount equal to the
sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of (a)
the sum of ACFI Guaranty Claims and (b) the product of (y) the Value of ACFI's
Assets minus an amount equal to the sum of (1) one hundred percent (100%) of
ACFI's Administrative Expense Claims, Secured Claims and Priority Claims plus
(2) an amount equal to the product of ACFI's Convenience Claim Distribution
Percentage times ACFI's Convenience Claims times (z) a fraction, the numerator
of which is equal to the amount of ACFI Guaranty Claims and the denominator of
which is equal to the sum of ACFI's (1) General Unsecured Claims, (2) ACFI
Guaranty Claims and (3) Intercompany Claims plus, in the event that Class 188
votes to accept the Plan in accordance with section 1126 of the Bankruptcy Code,
(B) the product of (i) thirty percent (30%) times (ii) the Value of all of the
Debtors' Assets, calculated as if the Debtors' chapter 11 estates were
substantively consolidated, minus an amount equal to the sum of (1) one hundred
percent (100%) of all Debtors' Administrative Expense Claims, Secured Claims and
Priority Claims, calculated on a


                                       2

Consolidated Basis, plus (2) the sum of the products of each Debtor's
Convenience Claims times its respective Convenience Claim Distribution
Percentage times (iii) a fraction, the numerator of which is equal to fifty
percent (50%) times an amount equal to the sum of the lesser of, calculated on a
Claim-by-Claim basis, (1) the amount of ACFI Guaranty Claims and (2) the
corresponding primary General Unsecured Claim, calculated on a Consolidated
Basis, and the denominator of which is equal to the sum of the amount of (y) all
Debtors' General Unsecured Claims, calculated on a Consolidated Basis and (z)
fifty percent (50%) of all Accepting Guaranty Claims; provided, however, that,
for purposes of calculating "ACFI Guaranty Distributive Assets", such
calculation shall not include the Assets of or the General Unsecured Claims
against either of the Portland Debtors.

      1.5 ADMINISTRATIVE EXPENSE CLAIM: Any Claim constituting a cost or expense
of administration of the Chapter 11 Cases asserted or authorized to be asserted
in accordance with sections 503(b) and 507(a)(1) of the Bankruptcy Code during
the period up to and including the Effective Date, including, without
limitation, any actual and necessary costs and expenses of preserving the
estates of the Debtors, any actual and necessary costs and expenses of operating
the businesses of the Debtors in Possession, any costs and expenses of the
Debtors in Possession for the management, maintenance, preservation, sale or
other disposition of any assets, the administration and implementation of the
Plan, the administration, prosecution or defense of Claims by or against the
Debtors and for distributions under the Plan, any guarantees or indemnification
obligations extended by the Debtors in Possession, any Claims for reclamation in
accordance with section 546(c)(2) of the Bankruptcy Code allowed pursuant to
Final Order, any Claims for compensation and reimbursement of expenses arising
during the period from and after the respective Petition Dates and prior to the
Effective Date and awarded by the Bankruptcy Court in accordance with sections
328, 330, 331 or 503(b) of the Bankruptcy Code or otherwise in accordance with
the provisions of the Plan, whether fixed before or after the Effective Date,
and any fees or charges assessed against the Debtors' estates pursuant to
section 1930, chapter 123, Title 28, United States Code.

      1.6 AFFILIATE: Any Entity that is an "affiliate" of any of the Debtors
within the meaning of section 101(2) of the Bankruptcy Code.

      1.7 ALLOWED ADMINISTRATIVE EXPENSE CLAIM: An Administrative Expense Claim,
to the extent it is or has become an Allowed Claim.

      1.8 ALLOWED CLAIM/ALLOWED EQUITY INTEREST: Any Claim against or Equity
Interest in any of the Debtors or the Debtors' estates, (i) proof of which was
filed on or before the date designated by the Bankruptcy Court as the last date
for filing such proof of claim against or equity interest in any such Debtor or
such Debtor's estate, (ii) if no proof of Claim or Equity Interest has been
timely filed, which has been or hereafter is listed by such Debtor in its
Schedules as liquidated in amount and not disputed or contingent or (iii) any
Equity Interest registered in the stock register maintained by or on behalf of
the Debtors as of the Record Date, in each such case in clauses (i), (ii) and
(iii) above, a Claim or Equity Interest as to which no objection to the
allowance thereof, or action to equitably subordinate or otherwise limit
recovery with respect thereto, has been interposed within the applicable period
of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or a
Final Order, or as to which an objection has been interposed and such Claim has
been allowed in whole or in part by a Final Order. For


                                       3

purposes of determining the amount of an "Allowed Claim", there shall be
deducted therefrom an amount equal to the amount of any claim which the Debtors
may hold against the holder thereof, to the extent such claim may be set off
pursuant to applicable non-bankruptcy law. Without in any way limiting the
foregoing, "Allowed Claim" shall include any Claim arising from the recovery of
property in accordance with sections 550 and 553 of the Bankruptcy Code and
allowed in accordance with section 502(h) of the Bankruptcy Code, any Claim
allowed under or pursuant to the terms of the Plan or any Claim to the extent
that it has been allowed pursuant to a Final Order; provided, however, that (i)
Claims allowed solely for the purpose of voting to accept or reject the Plan
pursuant to an order of the Bankruptcy Court shall not be considered "Allowed
Claims" hereunder unless otherwise specified herein or by order of the
Bankruptcy Court, (ii) for any purpose under the Plan, "Allowed Claim" shall not
include interest, penalties, or late charges arising from or relating to the
period from and after the Petition Date and (iii) "Allowed Claim" shall not
include any Claim subject to disallowance in accordance with section 502(d) of
the Bankruptcy Code.

      1.9 ALLOWED CONVENIENCE CLAIM: A Convenience Claim, to the extent it is or
has become an Allowed Claim.

      1.10 ALLOWED ENA DEBENTURE CLAIM: An ENA Debenture Claim, to the extent it
is or has become an Allowed Claim and set forth on Exhibit "A" hereto.

      1.11 ALLOWED ENRON COMMON EQUITY INTEREST: An Enron Common Equity
Interest, to the extent it is or has become an Allowed Equity Interest.

      1.12 ALLOWED ENRON GUARANTY CLAIM: An Enron Guaranty Claim, to the extent
it is or has become an Allowed Claim.

      1.13 ALLOWED ENRON PREFERRED EQUITY INTEREST: An Enron Preferred Equity
Interest, to the extent it is or has become an Allowed Equity Interest.

      1.14 ALLOWED ENRON SENIOR NOTE CLAIM: An Enron Senior Note Claim, to the
extent it is or has become an Allowed Claim and set forth on Exhibit "B" hereto.

      1.15 ALLOWED ENRON SUBORDINATED DEBENTURE CLAIM: An Enron Subordinated
Debenture Claim, to the extent it is or has become an Allowed Claim and set
forth on Exhibit "C" hereto.

      1.16 ALLOWED ENRON TOPRS DEBENTURE CLAIM: An Enron TOPRS Debenture Claim,
to the extent it is or has become an Allowed Claim and set forth on Exhibit "D"
hereto.

      1.17 ALLOWED ENRON TOPRS SUBORDINATED GUARANTY CLAIM: An Enron TOPRS
Subordinated Guaranty Claim, to the extent it is or has become an Allowed Claim.

      1.18 ALLOWED ETS DEBENTURE CLAIM: An ETS Debenture Claim, to the extent it
is or has become an Allowed Claim and set forth on Exhibit "E" hereto.

      1.19 ALLOWED GENERAL UNSECURED CLAIM: A General Unsecured Claim, to the
extent it is or has become an Allowed Claim.


                                       4

      1.20 ALLOWED GUARANTY CLAIM: A Guaranty Claim, to the extent it is or has
become an Allowed Claim.

      1.21 ALLOWED INTERCOMPANY CLAIM: An Intercompany Claim, to the extent it
is or has become an Allowed Claim.

      1.22 ALLOWED OTHER SUBORDINATED CLAIM: An Other Subordinated Claim, to the
extent it is or has become an Allowed Claim.

      1.23 ALLOWED PRIORITY CLAIM: A Priority Claim, to the extent it is or has
become an Allowed Claim.

      1.24 ALLOWED PRIORITY NON-TAX CLAIM: A Priority Non-Tax Claim, to the
extent it is or has become an Allowed Claim.

      1.25 ALLOWED PRIORITY TAX CLAIM: A Priority Tax Claim, to the extent it is
or has become an Allowed Claim.

      1.26 ALLOWED SECURED CLAIM: A Secured Claim, to the extent it is or has
become an Allowed Claim.

      1.27 ALLOWED SECTION 510 ENRON COMMON EQUITY INTEREST CLAIM: A Section 510
Enron Common Equity Interest Claim, to the extent it is or has become an Allowed
Claim.

      1.28 ALLOWED SECTION 510 ENRON PREFERRED EQUITY INTEREST CLAIM: A Section
510 Enron Preferred Equity Interest Claim, to the extent it is or has become an
Allowed Claim.

      1.29 ALLOWED SECTION 510 ENRON SENIOR NOTES CLAIM: A Section 510 Enron
Senior Notes Claim, to the extent it is or has become an Allowed Claim.

      1.30 ALLOWED SECTION 510 ENRON SUBORDINATED DEBENTURE CLAIM: A Section 510
Enron Subordinated Debenture Claim, to the extent it is or has become an Allowed
Claim.

      1.31 ALLOWED WIND GUARANTY CLAIM: A Wind Guaranty Claim, to the extent it
is or has become an Allowed Claim.

      1.32 ASSETS: All "property" of a Debtor's estate, as defined in section
541 of the Bankruptcy Code, including such property as is reflected on such
Debtor's books and records as of the date of the Disclosure Statement Order;
provided, however, that "Assets" shall not include Litigation Trust Claims,
Special Litigation Trust Claims, claims and causes of action which are the
subject of the Severance Settlement Fund Litigation or such other property
otherwise provided for in the Plan or by a Final Order.

      1.33 ASSUMPTION SCHEDULE: The list of executory contracts and unexpired
leases to be assumed in accordance with section 365 of the Bankruptcy Code and
Article XXXIV of the Plan and filed with the Bankruptcy Court pursuant to the
provisions of Article XXXIV of the Plan.


                                       5

      1.34 BALLOT: The form distributed to each holder of an impaired Claim on
which is to be indicated acceptance or rejection of the Plan.

      1.35 BALLOT DATE: The date established by the Bankruptcy Court and set
forth in the Disclosure Statement Order for the submission of Ballots and the
election of alternative treatments pursuant to the terms and provisions of the
Plan.

      1.36 BANKRUPTCY CODE: The Bankruptcy Reform Act of 1978, as amended, to
the extent codified in Title 11, United States Code, as applicable to the
Chapter 11 Cases.

      1.37 BANKRUPTCY COURT: The United States Bankruptcy Court for the Southern
District of New York or such other court having jurisdiction over the Chapter 11
Cases.

      1.38 BANKRUPTCY RULES: The Federal Rules of Bankruptcy Procedure, as
promulgated by the United States Supreme Court under section 2075 of Title 28 of
the United States Code, and any Local Rules of the Bankruptcy Court, as amended,
as applicable to the Chapter 11 Cases.

      1.39 BUSINESS DAY: A day other than a Saturday, a Sunday or any other day
on which commercial banks in New York, New York are required or authorized to
close by law or executive order.

      1.40 CASE MANAGEMENT ORDER: The Second Amended Case Management Order
Establishing, Among Other Things, Noticing Electronic Procedures, Hearing Dates,
Independent Website and Alternative Methods of Participation at Hearings, dated
December 17, 2002, entered by the Bankruptcy Court.

      1.41 CASH: Lawful currency of the United States of America.

      1.42 CASH EQUIVALENTS: Equivalents of Cash in the form of readily
marketable securities or instruments issued by a person other than the Debtors,
including, without limitation, readily marketable direct obligations of, or
obligations guaranteed by, the United States of America, commercial paper of
domestic corporations carrying a Moody's Rating of "A" or better, or equivalent
rating of any other nationally recognized rating service, or interest-bearing
certificates of deposit or other similar obligations of domestic banks or other
financial institutions having a shareholders' equity or equivalent capital of
not less than One Hundred Million Dollars ($100,000,000.00), having maturities
of not more than one (1) year, at the then best generally available rates of
interest for like amounts and like periods.

      1.43 CHAPTER 11 CASES: The cases commenced under chapter 11 of the
Bankruptcy Code by the Debtors on or after the Initial Petition Date, styled In
re Enron Corp. et al., Chapter 11 Case No. 01-16034 (AJG), Jointly Administered,
currently pending before the Bankruptcy Court.

      1.44 CLAIM: Any right to payment from the Debtors or from property of the
Debtors or their estates, whether or not such right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured, known or unknown or
asserted; or any right to an equitable remedy for breach of performance if


                                       6

such breach gives rise to a right of payment from the Debtors or from property
of the Debtors, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.

      1.45 CLASS: A category of holders of Claims or Equity Interests set forth
in Article IV of the Plan.

      1.46 CLASS ACTIONS: The litigations styled (1) In re Enron Corporation
Securities, Derivative and "ERISA" Litigation, Case No. MDL 1446, (2) Newby, et
al. v. Enron Corporation, et al., Civil Action No. H-01-3624, (3) Tittle, et al.
v. Enron Corp., et al., Civil Action No. H-01-3913, (4) American National
Insurance Company, et al. v. Arthur Andersen, LLP, et al., Civil Action No.
G-02585, (5) American National Insurance Company, et al. v. Citigroup, Inc., et
al., Civil Action No. G-02-723, (6) Blaz, et al. v. Robert A. Belfer, et al.,
Civil Action No. H-02-1150, (7) Pearson, et al. v. Fastow, et al., Civil Action
No. H-02-3786, (8) Rosen, et al. v. Fastow, et al., Civil Action No. H-02-3787,
(9) Ahlich, et al. v. Arthur Andersen LLP, et al., Civil Action No. H-02-3794,
(10) Silvercreek Management, Inc., et al. v. Salomon Smith Barney, Inc., et al.,
Civil Action No. H-02-3185, and (11) such other actions which may be pending and
become consolidated for administrative purposes in the United States District
Court for the Southern District of Texas, Houston Division.

      1.47 COLLATERAL: Any property or interest in property of the estates of
any of the Debtors that is subject to an unavoidable Lien to secure the payment
or performance of a Claim.

      1.48 COMMON EQUITY INTEREST: A common Equity Interest.

      1.49 COMMON EQUITY TRUST: The Entity to be created on or prior to the
Effective Date to hold the Exchanged Enron Common Stock for the benefit of the
holders of Enron Common Equity Trust Interests.

      1.50 COMMON EQUITY TRUSTEE: Stephen Forbes Cooper, LLC, or such other
Entity appointed by the Bankruptcy Court to administer the Common Equity Trust
in accordance with the terms and provisions of Article XXVII of the Plan and the
Common Equity Trust Agreement.

      1.51 COMMON EQUITY TRUST AGREEMENT: The trust agreement, which agreement
shall be in form and substance satisfactory to the Creditors' Committee and
substantially in the form contained in the Plan Supplement.

      1.52 COMMON EQUITY TRUST BOARD: The Persons selected by the Debtors, after
consultation with the Creditors' Committee, and appointed by the Bankruptcy
Court, or any replacements thereafter selected in accordance with the provisions
of the Common Equity Trust Agreement.

      1.53 COMMON EQUITY TRUST INTERESTS: The beneficial interests in the Common
Equity Trust, in a number equal to the outstanding shares of Exchanged Enron
Common Stock, to be allocated to holders of Allowed Enron Common Equity
Interests.

      1.54 CONFIRMATION DATE: The date the Clerk of the Bankruptcy Court enters
the Confirmation Order on the docket of the Bankruptcy Court with respect to the
Chapter 11 Cases.


                                       7

      1.55 CONFIRMATION HEARING: The hearing to consider confirmation of the
Plan in accordance with section 1129 of the Bankruptcy Code, as such hearing may
be adjourned or continued from time to time.

      1.56 CONFIRMATION ORDER: The order of the Bankruptcy Court confirming the
Plan.

      1.57 CONSOLIDATED BASIS: With respect to any Claims (a) asserted by an
Entity against two or more Debtors and (b) arising from or related to the same
liability, or on the basis of secondary liability, co-liability or joint
liability, for certain purposes of the Plan, such Claims shall be deemed to be
treated as a single Claim of such Entity against the Debtors as if the Debtors'
estates were substantively consolidated.

      1.58 CONVENIENCE CLAIM: Except as provided in Section 16.2 of the Plan,
any Claim equal to or less than Fifty Thousand Dollars ($50,000.00) or greater
than Fifty Thousand Dollars ($50,000.00) but, with respect to which, the holder
thereof voluntarily reduces the Claim to Fifty Thousand Dollars ($50,000.00) on
the Ballot; provided, however, that, for purposes of the Plan and the
distributions to be made hereunder, "Convenience Claim" shall not include (i) an
Enron Senior Note Claim, (ii) an Enron Subordinated Debenture Claim, (iii) an
ETS Debenture Claim, (iv) an ENA Debenture Claim, (v) an Enron TOPRS Debenture
Claim and (vi) any other Claim that is a component of a larger Claim, portions
of which may be held by one or more holders of Allowed Claims.

      1.59 CONVENIENCE CLAIM DISTRIBUTION PERCENTAGE: With respect to a
Convenience Claim against an individual Debtor, the amount set forth opposite
the appropriate Class listed on Exhibit "F" hereto, representing ninety percent
(90%) of the estimated recovery of Distributive Assets that would be distributed
in accordance with the provisions of the Plan on account of an Allowed General
Unsecured Claim against such Debtor, all as set forth in the Disclosure
Statement.

      1.60 CREDITOR: Any Person or Entity holding a Claim against the Debtors'
estates or, pursuant to section 102(2) of the Bankruptcy Code, against property
of the Debtors that arose or is deemed to have arisen on or prior to the
Petition Date, including, without limitation, a Claim against any of the Debtors
or Debtors in Possession of a kind specified in sections 502(g), 502(h) or
502(i) of the Bankruptcy Code.

      1.61 CREDITOR CASH: At any time, the excess, if any, of (a) all Cash and
Cash Equivalents in the Disbursement Account(s) over (b) such amounts of Cash
(i) reasonably determined by the Disbursing Agent as necessary to satisfy, in
accordance with the terms and conditions of the Plan, Administrative Expense
Claims, Priority Non-Tax Claims, Priority Tax Claims, Convenience Claims and
Secured Claims, (ii) necessary to fund the Litigation Trust and the Special
Litigation Trust in accordance with Articles XXII and XXIII of the Plan,
respectively, (iii) necessary to make pro rata distributions to holders of
Disputed Claims as if such Disputed Claims were, at such time, Allowed Claims
and (iv) such other amounts reasonably determined by the Reorganized Debtors as
necessary to fund the ongoing operations of the Reorganized Debtors or the
Remaining Asset Trusts, as the case may be, during the period from the Effective
Date up to and including such later date as the Reorganized Debtor Plan
Administrator shall reasonably determine; provided, however, that, on the
Effective Date,


                                       8

Creditor Cash shall be equal to or greater than the amount of Creditor Cash
projected in the Disclosure Statement to be available as of the Effective Date;
and, provided, further, that such projected amount of Creditor Cash shall be
reduced, on a dollar-for-dollar basis, to the extent of any distributions of
Cash made by the Debtors to Creditors, pursuant to a Final Order, during the
period from the Confirmation Date up to and including the Effective Date.

      1.62 CREDITORS' COMMITTEE: The statutory committee of creditors holding
Unsecured Claims appointed in the Chapter 11 Cases pursuant to section
1102(a)(1) of the Bankruptcy Code, as reconstituted from time to time.

      1.63 CROSSCOUNTRY: CrossCountry Energy Corp., a Delaware corporation,
formed on or prior to the Effective Date, the assets of which shall consist of
the CrossCountry Assets.

      1.64 CROSSCOUNTRY ASSETS: The assets to be contributed into or transferred
to CrossCountry, including, without limitation, (a) (i) eight hundred (800)
shares of common stock of Transwestern Holding Company, Inc., having a par value
of $0.01 per share, (ii) five hundred (500) shares of Class B common stock of
Citrus Corp., having a par value of $1.00 per share, (iii) four hundred (400)
shares of common stock of Northern Plains Natural Gas Company, having a par
value of $1.00 per share, (iv) one thousand (1000) shares of common stock of
CGNN Holding Company, Inc., having a par value of $0.01 per share, and (v) one
thousand (1000) shares of common stock of NBP Services Corporation, having a par
value of $1.00 per share; provided, however, that, in the event that, during the
period from the date of the Disclosure Statement Order up to and including the
date of the initial distribution of Plan Securities pursuant to the terms and
provisions of Section 32.1(c) hereof, the Debtors, with the consent of the
Creditors' Committee, determine not to include in CrossCountry a particular
asset set forth above, the Debtors shall file a notice thereof with the
Bankruptcy Court and the Value of the CrossCountry Common Stock shall be reduced
by the Value attributable to such asset, as set forth in the Disclosure
Statement or determined by the Bankruptcy Court at the Confirmation Hearing, and
(b) such other assets as the Debtors, with the consent of the Creditors'
Committee, determine on or prior to the date of the initial distribution of Plan
Securities pursuant to the terms and provisions of Section 32.1(c) hereof to
include in CrossCountry and the Value of the CrossCountry Common Stock shall be
increased by the Value attributable to any such assets.

      1.65 CROSSCOUNTRY BY-LAWS: The by-laws of CrossCountry, which by-laws
shall be in form and substance satisfactory to the Creditors' Committee and in
substantially the form included in the Plan Supplement.

      1.66 CROSSCOUNTRY CERTIFICATE OF INCORPORATION: The Certificate of
Incorporation of CrossCountry, which certificate of incorporation shall be in
form and substance satisfactory to the Creditors' Committee and in substantially
the form included in the Plan Supplement.

      1.67 CROSSCOUNTRY COMMON STOCK: The shares of CrossCountry Common Stock
authorized and to be issued pursuant to the Plan, which shares shall have a par
value of $0.01 per share, of which one hundred million (100,000,000) shares
shall be authorized and of which seventy-five million (75,000,000) shares shall
be issued pursuant to the Plan, and such other rights with respect to dividends,
liquidation, voting and other matters as are provided for by


                                       9

applicable non-bankruptcy law or the CrossCountry Certificate of Incorporation
or the CrossCountry By-laws.

      1.68 CROSSCOUNTRY TRUST: The Entity, if jointly determined by the Debtors'
and the Creditors' Committee, to be created on or subsequent to the Confirmation
Date, but prior to the Effective Date, in addition to the creation of
CrossCountry, and to which Entity shall be conveyed one hundred percent (100%)
of the CrossCountry Common Stock.

      1.69 CROSSCOUNTRY TRUST AGREEMENT: In the event the CrossCountry Trust is
created, the CrossCountry Trust Agreement, which agreement shall be in form and
substance satisfactory to the Creditors' Committee and substantially in the form
contained in the Plan Supplement, pursuant to which the CrossCountry Trust Board
and the CrossCountry Trustee shall manage, administer, operate and liquidate the
assets contained in the CrossCountry Trust and distribute the proceeds thereof
or the CrossCountry Common Stock.

      1.70 CROSSCOUNTRY TRUST BOARD: In the event the CrossCountry Trust is
created, the Persons selected by the Debtors, after consultation with the
Creditors' Committee, and appointed by the Bankruptcy Court, or any replacements
thereafter selected in accordance with the provisions of the CrossCountry Trust
Agreement.

      1.71 CROSSCOUNTRY TRUSTEE: In the event the CrossCountry Trust is created,
Stephen Forbes Cooper, LLC, or such other Entity appointed by the CrossCountry
Trust Board and approved by the Bankruptcy Court to administer the CrossCountry
Trust in accordance with the provisions of Article XXIV hereof and the
CrossCountry Trust Agreement.

      1.72 CROSSCOUNTRY TRUST INTERESTS: In the event the CrossCountry Trust is
created, the seventy-five million (75,000,000) beneficial interests in
CrossCountry to be allocated to holders of Allowed Claims.

      1.73 DEBTORS: Enron Metals & Commodity Corp., Enron Corp., Enron North
America Corp., Enron Power Marketing, Inc., PBOG Corp., Smith Street Land
Company, Enron Broadband Services, Inc., Enron Energy Services Operations, Inc.,
Enron Energy Marketing Corp., Enron Energy Services, Inc., Enron Energy
Services, LLC, Enron Transportation Services Company, BAM Lease Company, ENA
Asset Holdings L.P., Enron Gas Liquids, Inc., Enron Global Markets LLC, Enron
Net Works LLC, Enron Industrial Markets LLC, Operational Energy Corp., Enron
Engineering & Construction Company, Enron Engineering & Operational Services
Company, Garden State Paper Company, LLC, Palm Beach Development Company,
L.L.C., Tenant Services, Inc., Enron Energy Information Solutions, Inc., EESO
Merchant Investments, Inc., Enron Federal Solutions, Inc., Enron Freight Markets
Corp., Enron Broadband Services, L.P., Enron Energy Services North America,
Inc., Enron LNG Marketing LLC, Calypso Pipeline, LLC, Enron Global LNG LLC,
Enron International Fuel Management Company, Enron Natural Gas Marketing Corp.,
ENA Upstream Company LLC, Enron Liquid Fuels, Inc., Enron LNG Shipping Company,
Enron Property & Services Corp., Enron Capital & Trade Resources International
Corp., Enron Communications Leasing Corp., Enron Wind Corp., Enron Wind Systems,
Inc., Enron Wind Energy Systems Corp., Enron Wind Maintenance Corp., Enron Wind
Constructors Corp., EREC Subsidiary I, LLC, EREC Subsidiary II, LLC, EREC
Subsidiary III, LLC, EREC Subsidiary IV, LLC, EREC Subsidiary V, LLC, Intratex
Gas


                                       10

Company, Enron Processing Properties, Inc., Enron Methanol Company, Enron
Ventures Corp., Enron Mauritius Company, Enron India Holdings Ltd., Offshore
Power Production C.V., The New Energy Trading Company, EES Service Holdings,
Inc., Enron Wind Development LLC, ZWHC LLC, Zond Pacific, LLC, Enron Reserve
Acquisition Corp., EPC Estates Services, Inc., f/k/a National Energy Production
Corporation, Enron Power & Industrial Construction Company, NEPCO Power
Procurement Company, NEPCO Services International, Inc., San Juan Gas Company,
Inc., EBF LLC, Zond Minnesota Construction Company LLC, Enron Fuels
International, Inc., E Power Holdings Corp., EFS Construction Management
Services, Inc., Enron Management, Inc., Enron Expat Services, Inc., Artemis
Associates, LLC, Clinton Energy Management Services, Inc., LINGTEC Constructors
L.P., EGS New Ventures Corp., Louisiana Gas Marketing Company, Louisiana
Resources Company, LGMI, Inc., LRCI, Inc., Enron Communications Group, Inc.,
EnRock Management, LLC, ECI-Texas, L.P., EnRock, L.P., ECI-Nevada Corp., Enron
Alligator Alley Pipeline Company, Enron Wind Storm Lake I LLC, ECT Merchant
Investments Corp., EnronOnLine, LLC, St. Charles Development Company, L.L.C.,
Calcasieu Development Company, L.L.C., Calvert City Power I, L.L.C., Enron ACS,
Inc., LOA, Inc., Enron India LLC, Enron International Inc., Enron International
Holdings Corp., Enron Middle East LLC, Enron WarpSpeed Services, Inc., Modulus
Technologies, Inc., Enron Telecommunications, Inc., DataSystems Group, Inc. Risk
Management & Trading Corp., Omicron Enterprises, Inc., EFS I, Inc., EFS II,
Inc., EFS III, Inc., EFS V, Inc., EFS VI, L.P., EFS VII, Inc., EFS IX, Inc., EFS
X, Inc., EFS XI, Inc., EFS XII, Inc., EFS XV, Inc., EFS XVII, Inc., Jovinole
Associates, EFS Holdings, Inc., Enron Operations Services Corp., Green Power
Partners I LLC, TLS Investors, L.L.C., ECT Securities Limited Partnership, ECT
Securities LP Corp., ECT Securities GP Corp., KUCC Cleburne, LLC, Enron
International Asset Management Corp., Enron Brazil Power Holdings XI Ltd., Enron
Holding Company L.L.C., Enron Development Management Ltd., Enron International
Korea Holdings Corp., Enron Caribe VI Holdings Ltd., Enron International Asia
Corp., Enron Brazil Power Investments XI Ltd., Paulista Electrical Distribution,
L.L.C., Enron Pipeline Construction Services Company, Enron Pipeline Services
Company, Enron Trailblazer Pipeline Company, Enron Liquid Services Corp., Enron
Machine and Mechanical Services, Inc., Enron Commercial Finance Ltd., Enron
Permian Gathering Inc., Transwestern Gathering Company, Enron Gathering Company,
EGP Fuels Company, Enron Asset Management Resources, Inc., Enron Brazil Power
Holdings I Ltd., Enron do Brazil Holdings Ltd., Enron Wind Storm Lake II LLC,
Enron Renewable Energy Corp., Enron Acquisition III Corp., Enron Wind Lake
Benton LLC, Superior Construction Company, EFS IV, Inc., EFS VIII, Inc., EFS
XIII, Inc., Enron Credit Inc., Enron Power Corp., Richmond Power Enterprise,
L.P., ECT Strategic Value Corp., Enron Development Funding Ltd., Atlantic
Commercial Finance, Inc., The Protane Corporation, Enron Asia
Pacific/Africa/China LLC, Enron Development Corp., ET Power 3 LLC, Nowa Sarzyna
Holding B.V., Enron South America LLC, Enron Global Power & Pipelines LLC,
Portland General Holdings, Inc., Portland Transition Company, Inc., Cabazon
Power Partners LLC, Cabazon Holdings LLC, Enron Caribbean Basin LLC, Victory
Garden Power Partners I LLC, Oswego Cogen Company, LLC and Enron Equipment &
Procurement Company.

      1.74 DEBTORS IN POSSESSION: The Debtors as debtors in possession pursuant
to sections 1101(1) and 1107(a) of the Bankruptcy Code.

      1.75 DEFERRED COMPENSATION LITIGATION: The avoidance actions commenced or
to be commenced by the Debtors in Possession or the Employee Committee, for and
on behalf of the


                                       11

Debtors' estates, in connection with payments made with respect to the Enron
Corp. 1994 Deferral Plan and Enron Expat Services, Inc. 1998 Deferral Plan.

      1.76 DISBURSEMENT ACCOUNT(S): The account(s) to be established by the
Reorganized Debtors on the Effective Date in accordance with Section 31.1 of the
Plan, together with any interest earned thereon.

      1.77 DISBURSING AGENT: Solely in its capacity as agent of the Debtors to
effectuate distributions pursuant to the Plan, the Reorganized Debtors, the
Reorganized Debtor Plan Administrator or such other Entity as may be designated
by the Debtors, with the consent of the Creditors' Committee, and appointed by
the Bankruptcy Court and set forth in the Confirmation Order.

      1.78 DISCLOSURE STATEMENT: The disclosure statement for the Plan approved
by the Bankruptcy Court in accordance with section 1125 of the Bankruptcy Code.

      1.79 DISCLOSURE STATEMENT ORDER: The Final Order of the Bankruptcy Court
approving the Disclosure Statement in accordance with section 1125 of the
Bankruptcy Code.

      1.80 DISPUTED CLAIM; DISPUTED EQUITY INTEREST: Any Claim against or Equity
Interest in the Debtors, to the extent the allowance of such Claim or Equity
Interest is the subject of a timely objection or request for estimation in
accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules or the
Confirmation Order, or is otherwise disputed by the Debtors in accordance with
applicable law, which objection, request for estimation or dispute has not been
withdrawn, with prejudice, or determined by a Final Order.

      1.81 DISPUTED CLAIM AMOUNT: The lesser of (a) the liquidated amount set
forth in the proof of claim filed with the Bankruptcy Court relating to a
Disputed Claim, (b) if the Bankruptcy Court has estimated such Disputed Claim
pursuant to section 502(c) of the Bankruptcy Code, the amount of a Disputed
Claim as estimated by the Bankruptcy Court, and (c) the amount of such Disputed
Claim allowed by the Bankruptcy Court pursuant to section 502 of the Bankruptcy
Court, or zero, if such Disputed Claim is disallowed by the Bankruptcy Court
pursuant to such section, in either case, regardless of whether the order or
judgment allowing or disallowing such Claim has become a Final Order; provided,
however, that, in the event that such Claim has been disallowed, but the order
of disallowance has not yet become a Final Order, the Bankruptcy Court may
require the Disbursing Agent to reserve Cash and Plan Securities in an amount
equal to the Pro Rata Share that would be attributed to such Claim if it were an
Allowed Claim, or a lesser amount, to the extent that the Bankruptcy Court, in
its sole and absolute discretion, determines such reserve is necessary to
protect the rights of such holder under all of the facts and circumstances
relating to the order of disallowance and the appeal of such holder from such
order.

      1.82 DISTRIBUTIVE ASSETS: The Plan Currency to be made available to
holders of Allowed General Unsecured Claims of a Debtor in an amount equal to
the sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of
(a) the sum of such Debtor's General Unsecured Claims and (b) the product of (y)
the Value of such Debtor's Assets minus an amount equal to the sum of (1) one
hundred percent (100%) of such Debtor's Administrative Expense


                                       12

Claims, Secured Claims and Priority Claims plus (2) an amount equal to the
product of such Debtor's Convenience Claim Distribution Percentage times such
Convenience Claims times (z) a fraction, the numerator of which is equal to the
amount of such Debtor's General Unsecured Claims and the denominator of which is
equal to the sum of such Debtor's (1) General Unsecured Claims, (2) Guaranty
Claims and (3) Intercompany Claims, plus (B) the product of (i) thirty percent
(30%) times (ii) the Value of all of the Debtors' Assets as if the Debtors'
chapter 11 estates were substantively consolidated, minus an amount equal to the
sum of (1) one hundred percent (100%) of all Debtors' Administrative Expense
Claims, Secured Claims and Priority Claims, calculated on a Consolidated Basis,
plus (2) the sum of the products of each Debtor's Convenience Claims times its
respective Convenience Claim Distribution Percentage times (iii) a fraction, the
numerator of which is equal to the amount of such Debtor's General Unsecured
Claims, calculated on a Consolidated Basis, and the denominator of which is
equal to the sum of the amount of (y) all Debtors' General Unsecured Claims,
calculated on a Consolidated Basis, and (z) fifty percent (50%) of all Accepting
Guaranty Claims; provided, however, that, for purposes of calculating
"Distributive Assets", such calculation shall not include the Assets of or
General Unsecured Claims against either of the Portland Debtors.

      1.83 DISTRICT COURT: The United States District Court for the Southern
District of Texas, Houston Division, having jurisdiction over the Class Actions.

      1.84 ECT I: Enron Capital Trust I, a trust under the Delaware Business
Trust Act pursuant to the ECT I Trust Declarations.

      1.85 ECT I TRUST DECLARATIONS: That certain Declaration of Trust, dated as
of October 25, 1996, as amended by certain Amended and Restated Declaration of
Trust of Enron Capital Trust I, dated as of November 18, 1996.

      1.86 ECT II: Enron Capital Trust II, a trust under the Delaware Business
Trust Act pursuant to the ECT II Trust Declarations.

      1.87 ECT II TRUST DECLARATIONS: That certain Declaration of Trust, dated
as of December 23, 1996, as amended by that certain Amended and Restated
Declaration of Trust of Enron Capital Trust II, dated as of January 13, 1997.

      1.88 EFFECTIVE DATE: The earlier to occur of (a) the first (1st) Business
Day following the Confirmation Date that (i) the conditions to effectiveness of
the Plan set forth in Section 37.1 of the Plan have been satisfied or otherwise
waived in accordance with Section 37.2 of the Plan, but in no event earlier than
December 31, 2004, and (ii) the effectiveness of the Confirmation Order shall
not be stayed and (b) such other date following the Confirmation Date that the
Debtors and the Creditors' Committee, in their joint and absolute discretion,
designate.

      1.89 8.25% SUBORDINATED DEBENTURES: Those certain debentures issued in the
original aggregate principal amount of One Hundred Fifty Million Dollars
($150,000,000.00) in accordance with the terms and conditions of the Enron
Subordinated Indenture.

      1.90 EMPLOYEE COMMITTEE: The statutory committee appointed in the Chapter
11 Cases pursuant to section 1102(a)(2) of the Bankruptcy Code, as reconstituted
from time to time, to advise and represent the interests of former and current
employees with respect to employee


                                       13

related issues to the extent provided in the Bankruptcy Court's order, dated
July 19, 2002, as such order may be amended or modified.

      1.91 EMPLOYEE COUNSEL ORDERS: The Bankruptcy Court orders, dated March 29,
2002 and November 1, 2002, together with all other orders entered by the
Bankruptcy Court in conjunction therewith, authorizing the retention of counsel
to represent former and present employees of the Debtors in connection with the
investigations of governmental entities, authorities or agencies with respect to
the Debtors' operations and financial transactions.

      1.92 EMPLOYEE PREPETITION STAY BONUS PAYMENTS: The stay bonus payments
made to certain of the Debtors' former employees which are the subject of the
Severance Settlement Fund Litigation.

      1.93 ENA: Enron North America Corp., a Delaware corporation.

      1.94 ENA DEBENTURES: The 7.75% Debentures Due 2016, issued in the original
aggregate principal amount of $29,108,000.00 and the 7.75% Debentures Due 2016,
Series II, issued in the original aggregate principal amount of $21,836,000.00,
pursuant to the ENA Indentures.

      1.95 ENA DEBENTURES CLAIM: Any General Unsecured Claim arising from or
related to the ENA Indentures.

      1.96 ENA EXAMINER: Harrison J. Goldin, appointed as examiner of ENA
pursuant to the Bankruptcy Court's order, dated March 12, 2002.

      1.97 ENA GUARANTY CLAIM: Any Unsecured Claim, other than an Intercompany
Claim, against ENA arising from or relating to an agreement by ENA to guarantee
or otherwise satisfy the obligations of another Debtor, including, without
limitation, any Claim arising from or relating to rights of contribution or
reimbursement.

      1.98 ENA GUARANTY DISTRIBUTIVE ASSETS: The Plan Currency to be made
available to holders of Allowed ENA Guaranty Claims in an amount equal to the
sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of (a)
the sum of ENA Guaranty Claims and (b) the product of (y) the Value of ENA's
Assets minus an amount equal to the sum of (1) one hundred percent (100%) of
ENA's Administrative Expense Claims, Secured Claims and Priority Claims plus (2)
an amount equal to the product of ENA's Convenience Claim Distribution
Percentage times ENA's Convenience Claims times (z) a fraction, the numerator of
which is equal to the amount of ENA Guaranty Claims and the denominator of which
is equal to the sum of ENA's (1) General Unsecured Claims, (2) ENA Guaranty
Claims and (3) Intercompany Claims plus, in the event that Class 187 votes to
accept the Plan in accordance with section 1126 of the Bankruptcy Code, (B) the
product of (i) thirty percent (30%) times (ii) the Value of all of the Debtors'
Assets, calculated as if the Debtors' chapter 11 estates were substantively
consolidated, minus an amount equal to the sum of (1) one hundred percent (100%)
of all Debtors' Administrative Expense Claims, Secured Claims and Priority
Claims, calculated on a Consolidated Basis, plus (2) the sum of the products of
each Debtor's Convenience Claims times its respective Convenience Claim
Distribution Percentage times (iii) a fraction, the numerator of which is equal
to fifty percent (50%) times an amount equal to the sum of the lesser of,
calculated on a


                                       14

Claim-by-Claim basis, (1) the amount of ENA Guaranty Claims and (2) the
corresponding primary General Unsecured Claim, calculated on a Consolidated
Basis, and the denominator of which is equal to the sum of the amount of (y) all
Debtors' General Unsecured Claims, calculated on a Consolidated Basis and (z)
fifty percent (50%) of all Accepting Guaranty Claims; provided, however, that,
for purposes of calculating "ENA Guaranty Distributive Assets", such calculation
shall not include the Assets of or the General Unsecured Claims against either
of the Portland Debtors.

      1.99 ENA INDENTURES: That certain (1) Indenture, dated as of November 21,
1996, by and among Enron Capital & Trade Resources Corp., now known as ENA, ENE,
as Guarantor, and The Chase Manhattan Bank, as Indenture Trustee, and (2)
Indenture, dated as of January 16, 1997, by and among Enron Capital & Trade
Resources Corp., now known as ENA, ENE, as Guarantor, and The Chase Manhattan
Bank, as Indenture Trustee.

      1.100 ENA INDENTURE TRUSTEE: National City Bank, solely in its capacity as
successor in interest to The Chase Manhattan Bank, as Indenture Trustee under
the ENA Indentures, or its duly appointed successor.

      1.101 ENE: Enron Corp., an Oregon corporation.

      1.102 ENE EXAMINER: Neal A. Batson, appointed as examiner of ENE pursuant
to the Bankruptcy Court's order, dated May 24, 2002.

      1.103 ENRON AFFILIATE: Any of the Debtors and any other direct or indirect
subsidiary of ENE.

      1.104 ENRON COMMON EQUITY INTEREST: An Equity Interest represented by one
of the one billion two hundred million (1,200,000,000) authorized shares of
common stock of ENE as of the Petition Date or any interest or right to convert
into such an equity interest or acquire any equity interest of the Debtors which
was in existence immediately prior to or on the Petition Date.

      1.105 ENRON GUARANTY CLAIM: Any Unsecured Claim, other than an
Intercompany Claim, against ENE arising from or relating to an agreement by ENE
to guarantee or otherwise satisfy the obligations of another Debtor, including,
without limitation, any Claim arising from or relating to rights of contribution
or reimbursement.

      1.106 ENRON GUARANTY DISTRIBUTIVE ASSETS: The Plan Currency to be made
available to holders of Allowed Enron Guaranty Claims in an amount equal to the
sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of (a)
the sum of ENE's Enron Guaranty Claims and (b) the product of (y) the Value of
ENE's Assets minus an amount equal to the sum of (1) one hundred percent (100%)
of ENE's Administrative Expense Claims, Secured Claims and Priority Claims plus
(2) an amount equal to the product of ENE's Convenience Claim Distribution
Percentage times ENE's Convenience Claims times (z) a fraction, the numerator of
which is equal to the amount of ENE's Enron Guaranty Claims and the denominator
of which is equal to the sum of ENE's (1) General Unsecured Claims, (2) Enron
Guaranty Claims and (3) Intercompany Claims plus, in the event that Class 185
votes to accept the Plan in accordance with section 1126 of the Bankruptcy Code,
(B) the product of (i) thirty percent (30%) times (ii)


                                       15

the Value of all of the Debtors' Assets, calculated as if the Debtors' chapter
11 estates were substantively consolidated, minus an amount equal to the sum of
(1) one hundred percent (100%) of all Debtors' Administrative Expense Claims,
Secured Claims and Priority Claims, calculated on a Consolidated Basis, plus (2)
the sum of the products of each Debtor's Convenience Claims times its respective
Convenience Claim Distribution Percentage times (iii) a fraction, the numerator
of which is equal to fifty percent (50%) times an amount equal to the sum of the
lesser of, calculated on a Claim-by-Claim basis, (1) the amount of Enron
Guaranty Claims and (2) the corresponding primary General Unsecured Claim,
calculated on a Consolidated Basis, and the denominator of which is equal to the
sum of the amount of (y) all Debtors' General Unsecured Claims, calculated on a
Consolidated Basis and (z) fifty percent (50%) of all Accepting Guaranty Claims;
provided, however, that, for purposes of calculating "Enron Guaranty
Distributive Assets", such calculation shall not include the Assets of or the
General Unsecured Claims against either of the Portland Debtors.

      1.107 ENRON PREFERRED EQUITY INTEREST: An Equity Interest represented by
an issued and outstanding share of preferred stock of ENE as of the Petition
Date, including, without limitation, that certain (a) Cumulative Second
Preferred Convertible Stock, (b) 9.142% Perpetual Second Preferred Stock, (c)
Mandatorily Convertible Junior Preferred Stock, Series B, and (d) Mandatorily
Convertible Single Reset Preferred Stock, Series C, or any other interest or
right to convert into such a preferred equity interest or acquire any preferred
equity interest of the Debtors which was in existence immediately prior to the
Petition Date.

      1.108 ENRON SENIOR NOTES: The promissory notes and debentures issued and
delivered by ENE in accordance with the terms and conditions of the Enron Senior
Notes Indentures and set forth on Exhibit "B" hereto.

      1.109 ENRON SENIOR NOTES CLAIM: Any General Unsecured Claim arising from
or relating to the Enron Senior Notes Indentures.

      1.110 ENRON SENIOR NOTES INDENTURES: That certain (a) Indenture, dated as
of November 1, 1985, as supplemented on December 1, 1995, May 8, 1997, September
1, 1997 and August 17, 1999, between ENE, as Issuer, and The Bank of New York,
as Indenture Trustee, (b) Indenture, dated as of October 15, 1985, as
supplemented, between ENE, as Issuer, and Wells Fargo Bank Minnesota, as
Indenture Trustee, (c) Indenture, dated as of April 8, 1999, as supplemented,
between ENE, as Issuer, and Wells Fargo Bank Minnesota, as Indenture Trustee,
and (d) Indenture, dated as of February 7, 2001, as supplemented, between ENE,
as Issuer, and Wells Fargo Bank Minnesota, as Indenture Trustee.

      1.111 ENRON SENIOR NOTES INDENTURE TRUSTEES: The Bank of New York, solely
in its capacity as successor in interest to Harris Trust and Savings Bank, as
Indenture Trustee, or its duly appointed successor, and Wells Fargo Bank
Minnesota, solely in its capacity as successor in interest to JPMorgan Chase
Bank, as Indenture Trustee, or its duly appointed successor, solely in their
capacities as indenture trustees with regard to the respective Enron Senior
Notes Indentures.

      1.112 ENRON SUBORDINATED DEBENTURES: The 8.25% Subordinated Debentures and
the 6.75% Subordinated Debentures.


                                       16

      1.113 ENRON SUBORDINATED DEBENTURE CLAIM: Any General Unsecured Claim
arising from or relating to the Enron Subordinated Indenture.

      1.114 ENRON SUBORDINATED INDENTURE: That certain Indenture, dated February
1, 1987, between ENE, as Issuer, and the Enron Subordinated Indenture Trustee,
as Indenture Trustee.

      1.115 ENRON SUBORDINATED INDENTURE TRUSTEE: The Bank of New York, solely
in its capacity as successor in interest to InterFirst Bank Houston, N.A., as
indenture trustee under the Enron Subordinated Indenture, or its duly appointed
successor.

      1.116 ENRON TOPRS DEBENTURE CLAIM: Any General Unsecured Claim arising
from or relating to the Enron TOPRS Indentures.

      1.117 ENRON TOPRS DEBENTURES: The 7.75% Subordinated Debentures Due 2016,
issued in the original aggregate principal amount of $181,926,000.00 and the
7.75% Subordinated Debentures Due 2016, Series II, issued in the original
aggregate principal amount of $136,450,000.00, pursuant to the Enron TOPRS
Indentures.

      1.118 ENRON TOPRS INDENTURE TRUSTEE: National City Bank, solely in its
capacity as successor in interest to The Chase Manhattan Bank, as Indenture
Trustee under the Enron TOPRS Indentures, or its duly appointed successor.

      1.119 ENRON TOPRS INDENTURES: That certain (1) Indenture, dated as of
November 21, 1996, between ENE, as Issuer, and The Chase Manhattan Bank, as
Indenture Trustee, and (2) Indenture, dated as of January 16, 1997, between ENE,
as Issuer, and The Chase Manhattan Bank, as Indenture Trustee.

      1.120 ENRON TOPRS SUBORDINATED GUARANTY CLAIM: Any Unsecured Claim, other
than an Intercompany Claim, against ENE arising from or relating to an agreement
by ENE to guarantee or otherwise satisfy the obligations of another Debtor or
affiliate thereof with respect to, arising from or in connection with the
issuance of the TOPRS or the structure created as a result thereof, the
performance of which is subordinated to the payment and performance of ENE with
respect to all other Claims.

      1.121 ENTITY: A Person, a corporation, a general partnership, a limited
partnership, a limited liability company, a limited liability partnership, an
association, a joint stock company, a joint venture, an estate, a trust, an
unincorporated organization, a governmental unit or any subdivision thereof,
including, without limitation, the Office of the United States Trustee, or any
other entity.

      1.122 EPC: Enron Power Corp., a Delaware corporation.

      1.123 EPC GUARANTY CLAIM: Any Unsecured Claim, other than an Intercompany
Claim, against EPC arising from or relating to an agreement by EPC to guarantee
or otherwise satisfy the obligations of another Debtor, including, without
limitation, any Claim arising from or relating to rights of contribution or
reimbursement.


                                       17



      1.124 EPC GUARANTY DISTRIBUTIVE ASSETS: The Plan Currency to be made
available to holders of Allowed EPC Guaranty Claims in an amount equal to the
sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of (a)
the sum of EPC Guaranty Claims and (b) the product of (y) the Value of EPC's
Assets minus an amount equal to the sum of (1) one hundred percent (100%) of
EPC's Administrative Expense Claims, Secured Claims and Priority Claims plus (2)
an amount equal to the product of EPC's Convenience Claim Distribution
Percentage times EPC's Convenience Claims times (z) a fraction, the numerator of
which is equal to the amount of EPC Guaranty Claims and the denominator of which
is equal to the sum of EPC's (1) General Unsecured Claims, (2) EPC Guaranty
Claims and (3) Intercompany Claims plus, in the event that Class 189 votes to
accept the Plan in accordance with section 1126 of the Bankruptcy Code, (B) the
product of (i) thirty percent (30%) times (ii) the Value of all of the Debtors'
Assets, calculated as if the Debtors' chapter 11 estates were substantively
consolidated, minus an amount equal to the sum of (1) one hundred percent (100%)
of all Debtors' Administrative Expense Claims, Secured Claims and Priority
Claims, calculated on a Consolidated Basis, plus (2) the sum of the products of
each Debtor's Convenience Claims times its respective Convenience Claim
Distribution Percentage times (iii) a fraction, the numerator of which is equal
to fifty percent (50%) times an amount equal to the sum of the lesser of,
calculated on a Claim-by-Claim basis, (1) the amount of EPC Guaranty Claims and
(2) the corresponding primary General Unsecured Claim, calculated on a
Consolidated Basis, and the denominator of which is equal to the sum of the
amount of (y) all Debtors' General Unsecured Claims, calculated on a
Consolidated Basis and (z) fifty percent (50%) of all Accepting Guaranty Claims;
provided, however, that, for purposes of calculating "EPC Guaranty Distributive
Assets", such calculation shall not include the Assets of or the General
Unsecured Claims against either of the Portland Debtors.

      1.125 EPF I: Enron Preferred Funding, L.P., a Delaware limited partnership
formed pursuant to the EPF I Partnership Agreement.


      1.126 EPF I PARTNERSHIP AGREEMENT: That certain Agreement of Limited
Partnership, dated as of October 25, 1996, as amended by that certain Amended
and Restated Agreement of Limited Partnership of Enron Preferred Funding, L.P.,
dated as of November 21, 1996.


      1.127 EPF II: Enron Preferred Funding II, a Delaware limited partnership
formed pursuant to the EPF II Partnership Agreement.


      1.128 EPF II PARTNERSHIP AGREEMENT: That certain Agreement of Limited
Partnership, dated as of December 23, 1996, as amended by that certain Amended
and Restated Agreement of Limited Partnership of Enron Preferred Funding II,
dated as of January 16, 1997.


      1.129 EQUITY INTEREST: Any equity interest in any of the Debtors
represented by duly authorized, validly issued and outstanding shares of
preferred stock or common stock or any interest or right to convert into such an
equity interest or acquire any equity interest of the Debtors which was in
existence immediately prior to or on the Petition Date.


      1.130 ETS: Enron Transportation Services Company, a Delaware corporation
and one of the Debtors.


                                       18

      1.131 ETS DEBENTURE CLAIM: Any General Unsecured Claim arising from or
relating to the ETS Indentures.


      1.132 ETS INDENTURES: That certain (1) Indenture, dated as of November 21,
1996, by and among Enron Pipeline Company, now known as ETS, as Issuer, ENE, as
Guarantor, and The Chase Manhattan Bank, as Indenture Trustee, and (2)
Indenture, dated as of January 16, 1997, by and among Enron Pipeline Company,
now known as ETS, as Issuer, ENE, as Guarantor, and The Chase Manhattan Bank, as
Indenture Trustee.

      1.133 ETS INDENTURE TRUSTEE: National City Bank, solely in its capacity as
successor in interest to The Chase Manhattan Bank, as indenture trustee under
the ETS Indentures, or its duly appointed successor.


      1.134 EXCHANGED ENRON COMMON STOCK: The common stock of Reorganized ENE
authorized and to be issued pursuant to the Plan, having a par value of $0.01
per share, of which the same number of shares as the number of shares of
outstanding Enron Common Equity Interests shall be authorized and issued
pursuant to the Plan with such rights with respect to dividends, liquidation,
voting and other matters as are provided for by applicable nonbankruptcy law or
the Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws, and which are being issued in exchange for, and on account of, each
Enron Common Equity Interest and transferred to the Common Equity Trust with the
same economic interests and rights to receive distributions from ENE or
Reorganized ENE, after all Claims have been satisfied, in full, as such Enron
Common Equity Interest.

      1.135 EXCHANGED ENRON PREFERRED STOCK: The Series 1 Exchanged Preferred
Stock, the Series 2 Exchanged Preferred Stock, the Series 3 Exchanged Preferred
Stock and the Series 4 Exchanged Preferred Stock, and such other issues of
preferred stock which may be issued on account of preferred stock in existence
as of the Confirmation Date.


      1.136 EXISTING PGE COMMON STOCK: The issued and outstanding shares of PGE
common stock, having a par value of $3.75 per share, held by ENE as of the date
hereof.


      1.137 FEE COMMITTEE: The committee appointed by the Bankruptcy Court
pursuant to an order, dated April 26, 2002, to, among other things, review the
amounts and propriety of the fees and expenses incurred by professionals
retained in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court.


      1.138 FINAL ORDER: An order or judgment of the Bankruptcy Court as to
which the time to appeal, petition for certiorari or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari or
other proceedings for reargument or rehearing shall then be pending; and if an
appeal, writ of certiorari, reargument or rehearing thereof has been sought,
such order shall have been affirmed by the highest court to which such order was
appealed, or certiorari shall have been denied or reargument or rehearing shall
have been denied or resulted in no modification of such order, and the time to
take any further appeal, petition for certiorari or move for reargument or
rehearing shall have expired; provided, however, that the possibility that a
motion under section 502(j) of the Bankruptcy Code, Rule 59 or Rule 60 of the
Federal Rules


                                       19

of Civil Procedure or any analogous rule under the Bankruptcy Rules, may be but
has not then been filed with respect to such order, shall not cause such order
not to be a Final Order.

      1.139 GENERAL UNSECURED CLAIM: An Unsecured Claim, other than a Guaranty
Claim or an Intercompany Claim.


      1.140 GUARANTY CLAIMS: ACFI Guaranty Claims, ENA Guaranty Claims, Enron
Guaranty Claims, EPC Guaranty Claims and Wind Guaranty Claims.


      1.141 INDENTURES: The Enron Senior Notes Indenture, the Enron Subordinated
Indenture, the ETS Indentures, the ENA Indentures and the Enron TOPRS
Indentures.

      1.142 INDENTURE TRUSTEES: The Enron Senior Notes Indenture Trustees, the
Enron Subordinated Indenture Trustee, the ETS Indenture Trustee, the ENA
Indenture Trustee and the Enron TOPRS Indenture Trustee.


      1.143 INDENTURE TRUSTEE CLAIMS: The Claims of the Enron Senior Notes
Indenture Trustees, the Enron Subordinated Indenture Trustee, the ETS Indenture
Trustee, the ENA Indenture Trustee and the Enron TOPRS Indenture Trustee
pursuant to the Enron Senior Notes Indenture, the Enron Subordinated Indenture,
the ETS Indentures, the ENA Indentures and the Enron TOPRS Indentures,
respectively, for reasonable fees and expenses, including, without limitation,
reasonable attorney's fees and expenses.

      1.144 INITIAL PETITION DATE: December 2, 2001, the date on which ENE and
thirteen of its direct and indirect subsidiaries filed their voluntary petitions
for relief commencing the Chapter 11 Cases.


      1.145 INTERCOMPANY CLAIMS: Any Unsecured Claim held by any Debtor, other
than the Portland Debtors, against any other Debtor, other than the Portland
Debtors.


      1.146 INTERCOMPANY DISTRIBUTIVE ASSETS: The Plan Currency to be made
available to holders of Allowed Intercompany Claims of an individual Debtor in
an amount equal to the product of (i) seventy percent (70%) times (ii) the
lesser of (a) such Debtor's Intercompany Claims and (b) the product of (y) the
Value of such Debtor's Assets minus an amount equal to the sum of (1) one
hundred percent (100%) of such Debtor's Administrative Expense Claims, Secured
Claims and Priority Claims plus (2) an amount equal to such Debtor's Convenience
Claim Distribution Percentage times such Debtor's Convenience Claims times (z) a
fraction, the numerator of which is equal to the amount of such Debtor's
Intercompany Claims and the denominator of which is equal to the sum of such
Debtor's (1) General Unsecured Claims, (2) Guaranty Claims and (3) Intercompany
Claims.

      1.147 INVESTIGATIVE ORDERS: The Bankruptcy Court orders, dated April 8,
2002, February 4, 2003, June 2, 2003, and June 11, 2003, authorizing and
directing the ENE Examiner and the ENA Examiner to conduct certain
investigations of the Debtors' pre-Petition Date transactions.


      1.148 IRC: The Internal Revenue Code of 1986, as amended from time to
time.

                                       20

      1.149 IRS: The Internal Revenue Service, an agency of the United States
Department of Treasury.


      1.150 LIEN: Any charge against or interest in property to secure payment
of a debt or performance of an obligation.


      1.151 LITIGATION TRUST: The trust to be created on the Effective Date in
accordance with the provisions of Article XXII hereof and the Litigation Trust
Agreement for the benefit of holders of Allowed General Unsecured Claims in
accordance with the terms and provisions of Article XXII of the Plan.


      1.152 LITIGATION TRUSTEE: Stephen Forbes Cooper, LLC, the Entity approved
by the Bankruptcy Court to administer the Litigation Trust in accordance with
the terms and provisions of Article XXII hereof and the Litigation Trust
Agreement.

      1.153 LITIGATION TRUST AGREEMENT: The trust agreement, which agreement
shall be in form and substance satisfactory to the Creditors' Committee and
substantially in the form contained in the Plan Supplement, pursuant to which
the Litigation Trust shall pursue the Litigation Trust Claims, if applicable,
and distribute the proceeds thereof, if any.


      1.154 LITIGATION TRUST BOARD: The group of five (5) Persons selected by
the Debtors, after consultation with (a) the Creditors' Committee with respect
to four (4) of the Debtors' selections and (b) the ENA Examiner with respect to
one (1) of the Debtors' selections, and appointed prior to the Effective Date by
the Bankruptcy Court, or any replacements thereafter selected in accordance with
the provisions of the Litigation Trust Agreement, who shall determine in
accordance with the Litigation Trust Agreement whether to prosecute, compromise
or discontinue any Litigation Trust Claims.

      1.155 LITIGATION TRUST CLAIMS: Those claims and causes of action, other
than claims and causes of action arising under sections 544, 545, 547, 548, 549,
550, 551 and 553 of the Bankruptcy Code, of the estates of the Debtors or
Debtors in Possession, if any, that are not included in the Assets of any
Debtor, including, without limitation, the claims and causes of action asserted,
or which may be asserted, in the MegaClaim Litigation and such other claims and
causes of action against financial institutions, law firms, accountants and
accounting firms, certain of the Debtors' other professionals and such other
Entities as may be described in the Litigation Trust Agreement or be subject to
the Mediation Orders and which are specified in the Plan Supplement; provided,
however, that, under no circumstances, shall such claims and causes of action
include (a) Special Litigation Trust Claims to be prosecuted by the Special
Litigation Trust and the Special Litigation Trustee pursuant to Article XXII
hereof and (b) any claims and causes of action of the estates of the Debtors
waived and released in accordance with the provisions of Sections 28.3 and 42.6
of the Plan.

      1.156 LITIGATION TRUST INTERESTS: The twelve million (12,000,000)
beneficial interests in the Litigation Trust to be deemed distributed ratably to
holders of Allowed General Unsecured Claims pursuant to the terms and conditions
of Article XXII of the Plan.

      1.157 MEDIATION ORDERS: The orders, dated May 28, 2003, June 4, 2003, June
16, 2003, and November 1, 2003, of the District Court and the Bankruptcy Court
referring certain


                                       21

parties to mediation to facilitate the resolution of the Class Actions, the
MegaClaim Litigation, certain additional litigation and other claims arising
from or related to the Chapter 11 Cases.

      1.158 MEDIATOR: The Honorable William C. Conner, Senior United States
District Judge, as mediator in accordance with the Mediation Orders.


      1.159 MEGACLAIM LITIGATION: The litigation styled Enron Corp. and Enron
North America Corp. v. Citigroup Inc., et al., Adversary Proceeding No. 03-9266
(AJG), pending in the Bankruptcy Court.


      1.160 MONTGOMERY COUNTY LITIGATION: The litigation styled Official
Committee of Unsecured Creditors of Enron Corp. v. Fastow, et al., Case No.
02-10-06531, pending in the District Court for the 9th Judicial District,
Montgomery County, Texas.


      1.161 OPERATING TRUSTEE: Stephen Forbes Cooper, LLC, or such other Entity
appointed by the Bankruptcy Court to administer the respective Operating Trusts
in accordance with the terms and provisions of Article XXIV hereof and the
respective Operating Trust Agreements.


      1.162 OPERATING TRUST AGREEMENTS: The Prisma Trust Agreement, the
CrossCountry Trust Agreement and the PGE Trust Agreement.


      1.163 OPERATING TRUSTS: The Prisma Trust, the CrossCountry Trust and the
PGE Trust.


      1.164 OPERATING TRUST INTERESTS: The CrossCountry Trust Interests, the PGE
Trust Interests and the Prisma Trust Interests.


      1.165 OTHER EQUITY INTEREST: Any Common Equity Interests in any of the
Debtors, other than an Enron Common Equity Interest.


      1.166 OTHER SUBORDINATED CLAIM: Any Claim subject to subordination in
accordance with section 510(c) of the Bankruptcy Code under the principles of
equitable subordination or otherwise.


      1.167 PENALTY CLAIM: Any Claim for a fine, penalty, forfeiture, multiple,
exemplary or punitive damages or otherwise not predicated upon compensatory
damages and that is subject to subordination in accordance with section
726(a)(4) of the Bankruptcy Code.


      1.168 PERSON: A "person" as defined in section 101(41) of the Bankruptcy
Code.


      1.169 PETITION DATE: The Initial Petition Date; provided, however, that,
with respect to those Debtors which commenced their Chapter 11 Cases subsequent
to December 2, 2001, "Petition Date" shall refer to the respective dates on
which such Chapter 11 Cases were commenced.


      1.170 PGE: Portland General Electric Company, an Oregon corporation.




                                       22

      1.171 PGE BY-LAWS: The by-laws of PGE, which by-laws shall be in form and
substance satisfactory to the Creditors' Committee and in substantially the form
included in the Plan Supplement.


      1.172 PGE CERTIFICATE OF INCORPORATION: The Certificate of Incorporation
of PGE, which certificate of incorporation shall be in form and substance
satisfactory to the Creditors' Committee and in substantially the form included
in the Plan Supplement.


      1.173 PGE COMMON STOCK: The shares of PGE Common Stock authorized and to
be issued pursuant to the Plan, which shares shall have no par value per share,
of which eighty million (80,000,000) shares shall be authorized and of which
sixty-two million five hundred thousand (62,500,000) shares shall be issued
pursuant to the Plan, and such other rights with respect to dividends,
liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or the PGE Certificate of Incorporation or the PGE By-laws.

      1.174 PGE TRUST: The Entity, if jointly determined by the Debtors and the
Creditors' Committee, to be created on or subsequent to the Confirmation Date,
but prior to the Effective Date, to hold as its sole assets the Existing PGE
Common Stock or the PGE Common Stock in lieu thereof, but in no event the assets
of PGE.


      1.175 PGE TRUST AGREEMENT: In the event the PGE Trust is created, the PGE
Trust Agreement, which agreement shall be in form and substance satisfactory to
the Creditors' Committee and substantially in the form contained in the Plan
Supplement, pursuant to which the PGE Trustee shall manage, administer, operate
and liquidate the assets contained in the PGE Trust, either the Existing PGE
Common Stock or the PGE Common Stock, as the case may be, and distribute the
proceeds thereof or the Existing PGE Common Stock or the PGE Common Stock, as
the case may be.

      1.176 PGE TRUST BOARD: In the event the PGE Trust is created, the Persons
selected by the Debtors, after consultation with the Creditors' Committee, and
appointed by the Bankruptcy Court, or any replacements thereafter selected in
accordance with the provisions of the PGE Trust Agreement.


      1.177 PGE TRUSTEE: In the event the PGE Trust is created, Stephen Forbes
Cooper, LLC, or such other Entity appointed by the PGE Trust Board and approved
by the Bankruptcy Court to administer the PGE Trust in accordance with the
provisions of Article XXIV hereof and the PGE Trust Agreement.


      1.178 PGE TRUST INTERESTS: The sixty-two million five hundred thousand
(62,500,000) beneficial interests in the PGE Trust to be allocated to holders of
Allowed Claims in the event that Enron transfers the Existing PGE Common Stock,
or issues the PGE Common Stock, as the case may be, to the PGE Trust.


      1.179 PLAN: This Second Amended Joint Plan of Affiliated Debtors Pursuant
to Chapter 11 of the United States Bankruptcy Code, including, without
limitation, the Plan Supplement and the exhibits and schedules hereto or
thereto, as the same is amended, modified or supplemented from time to time in
accordance with the terms and provisions hereof.

                                       23

      1.180 PLAN CURRENCY: The mixture of Creditor Cash, Prisma Common Stock,
CrossCountry Common Stock and PGE Common Stock to be distributed to holders of
Allowed General Unsecured Claims, Allowed Guaranty Claims and Allowed
Intercompany Claims pursuant to the Plan; provided, however, that, if jointly
determined by the Debtors and the Creditors' Committee, "Plan Currency" may
include Prisma Trust Interests, CrossCountry Trust Interests, PGE Trust
Interests and the Remaining Asset Trust Interests.

      1.181 PLAN SECURITIES: Prisma Common Stock, CrossCountry Common Stock and
PGE Common Stock.


      1.182 PLAN SUPPLEMENT: A separate volume, to be filed with the Clerk of
the Bankruptcy Court, including, among other documents, forms of the Litigation
Trust Agreement, the Special Litigation Trust Agreement, the Prisma Trust
Agreement, the CrossCountry Trust Agreement, the PGE Trust Agreement, the
Remaining Asset Trust Agreement(s), the Common Equity Trust Agreement, the
Preferred Equity Trust Agreement, the Prisma Articles of Association, the Prisma
Memorandum of Association, the CrossCountry By-Laws, the CrossCountry
Certificate of Incorporation, the PGE By-Laws, the PGE Certificate of
Incorporation, the Reorganized Debtor Plan Administration Agreement, the
Reorganized Debtors By-laws, the Reorganized Debtors Certificate of
Incorporation, the Severance Settlement Fund Trust Agreement, the guidelines of
the Disputed Claims reserve to be created in accordance with Section 21.3 hereof
and a schedule or description of Litigation Trust Claims and Special Litigation
Trust Claims, in each case, consistent with the substance of the economic and
governance provisions contained herein, (a) in form and substance satisfactory
to the Creditors' Committee and (b) in substance satisfactory to the ENA
Examiner. The Plan Supplement (containing drafts or final versions of the
foregoing documents) shall be filed with the Clerk of the Bankruptcy Court as
early as practicable (but in no event later than ten (10) days) prior to the
Ballot Date, or on such other date as the Bankruptcy Court establishes.

      1.183 PORTLAND CREDITOR CASH: At any time, the excess, if any, of (a) all
Cash and Cash Equivalents in the Disbursement Account(s) relating to each of the
Portland Debtors over (b) such amounts of Cash (i) reasonably determined by the
Disbursing Agent as necessary to satisfy, in accordance with the terms and
conditions of the Plan, Administrative Expense Claims, Priority Non-Tax Claims,
Priority Tax Claims, Convenience Claims and Secured Claims relating to each of
the Portland Debtors, (ii) necessary to make pro rata distributions to holders
of Disputed Claims as if such Disputed Claims relating to each of the Portland
Debtors were, at such time, Allowed Claims and (iii) such other amounts
reasonably determined by each of the Reorganized Portland Debtors as necessary
to fund the ongoing operations of each of the Reorganized Portland Debtors
during the period from the Effective Date up to and including the date such
Debtors' Chapter 11 Cases are closed.

      1.184 PORTLAND DEBTORS: Portland General Holdings, Inc. and Portland
Transition Company, Inc.


      1.185 PREFERRED EQUITY TRUST: The Entity to be created on the Effective
Date to hold the Exchanged Enron Preferred Stock for the benefit of holders of
Preferred Equity Trust Interests.


                                       24

      1.186 PREFERRED EQUITY TRUSTEE: Stephen Forbes Cooper, LLC, or such other
Entity appointed by the Bankruptcy Court to administer the Preferred Equity
Trust in accordance with the terms and provisions of Article XXVI of the Plan
and the Preferred Equity Trust Agreement.


      1.187 PREFERRED EQUITY TRUST AGREEMENT: The trust agreement, which
agreement shall be in form and substance satisfactory to the Creditors'
Committee and substantially in the form contained in the Plan Supplement,
pursuant to which the Preferred Equity Trustee shall manage, administer, operate
and liquidate the assets contained in the Preferred Equity Trust and distribute
the proceeds thereof.

      1.188 PREFERRED EQUITY TRUST BOARD: The Persons selected by the Debtors,
after consultation with the Creditors' Committee, and appointed by the
Bankruptcy Court, or any replacements thereafter selected in accordance with the
provisions of the Preferred Equity Trust Agreement.


      1.189 PREFERRED EQUITY TRUST INTERESTS: The beneficial interests in the
Preferred Equity Trust, in the classes and in a number equal to the outstanding
shares of Exchanged Enron Preferred Stock, to be allocated to holders of Allowed
Enron Preferred Equity Interests.


      1.190 PRIORITY CLAIM: A Priority Non-Tax Claim or a Priority Tax Claim, as
the case may be.


      1.191 PRIORITY NON-TAX CLAIM: Any Claim against the Debtors, other than an
Administrative Expense Claim or a Priority Tax Claim, entitled to priority in
payment in accordance with sections 507(a)(3), (4), (5), (6), (7) or (9) of the
Bankruptcy Code, but only to the extent entitled to such priority.


      1.192 PRIORITY TAX CLAIM: Any Claim of a governmental unit against the
Debtors entitled to priority in payment under sections 502(i) and 507(a)(8) of
the Bankruptcy Code.


      1.193 PRISMA: Prisma Energy International Inc., a Cayman Islands company,
the assets of which shall consist of the Prisma Assets.


      1.194 PRISMA ARTICLES OF ASSOCIATION: The articles of association of
Prisma, which articles of association shall be in form and substance
satisfactory to the Creditors' Committee and in substantially the form included
in the Plan Supplement.


      1.195 PRISMA ASSETS: The assets to be contributed into or transferred to
Prisma, including, without limitation (a) those assets set forth on Exhibit "G"
hereto; provided, however, that, in the event that, during the period from the
date of the Disclosure Statement Order up to and including the date of the
initial distribution of Plan Securities pursuant to the terms and provisions of
Section 32.1(c) hereof, the Debtors, with the consent of the Creditors'
Committee, determine not to include in Prisma a particular asset set forth on
Exhibit "G" hereto, the Debtors shall file a notice thereof with the Bankruptcy
Court and the Value of the Prisma Common Stock shall be reduced by the Value
attributable to such asset, as set forth in the Disclosure Statement or
determined by the Bankruptcy Court at the Confirmation Hearing, and (b) such
other assets as the Debtors, with the consent of the Creditors' Committee,
determine on or prior to the date of the initial distribution of Plan Securities
pursuant to the terms and provisions of Section 32.1(c)


                                       25

hereof to include in Prisma and the Value of the Prisma Common Stock shall be
increased by the Value attributable to any such assets.

      1.196 PRISMA COMMON STOCK: The shares of Prisma Common Stock authorized
and to be issued pursuant to the Plan, which shares shall have a par value of
$0.01 per share, of which fifty million (50,000,000) shares shall be authorized
and of which forty million (40,000,000) shares shall be issued pursuant to the
Plan, and such other rights with respect to dividends, liquidation, voting and
other matters as are provided for by applicable nonbankruptcy law or the Prisma
Memorandum of Association or the Prisma Articles of Association.

      1.197 PRISMA MEMORANDUM OF ASSOCIATION: The memorandum of association of
Prisma, which memorandum of association shall be in form and substance
satisfactory to the Creditors' Committee and in substantially the form included
in the Plan Supplement.


      1.198 PRISMA TRUST: The Entity, if jointly determined by the Debtors and
the Creditors' Committee, to be created on or subsequent to the Confirmation
Date, but prior to the Effective Date, in addition to the creation of Prisma,
and to which Entity shall be conveyed one hundred percent (100%) of the Prisma
Common Stock.


      1.199 PRISMA TRUST AGREEMENT: In the event that the Prisma Trust is
created, the Prisma Trust Agreement, which agreement shall be in form and
substance satisfactory to the Creditors' Committee and substantially in the form
contained in the Plan Supplement, pursuant to which the Prisma Trust Board and
the Prisma Trustee shall manage, administer, operate and liquidate the assets
contained in the Prisma Trust and distribute the proceeds thereof or the Prisma
Common Stock.

      1.200 PRISMA TRUST BOARD: In the event that the Prisma Trust is created,
the Persons selected by the Debtors, after consultation with the Creditors'
Committee, and appointed by the Bankruptcy Court, or any replacements thereafter
selected in accordance with the provisions of the Prisma Trust Agreement.


      1.201 PRISMA TRUSTEE: In the event that the Prisma Trust is created,
Stephen Forbes Cooper, LLC, or such other Entity appointed by the Prisma Trust
Board and approved by the Bankruptcy Court to administer the Prisma Trust in
accordance with the provisions of Article XXIV hereof and the Prisma Trust
Agreement.


      1.202 PRISMA TRUST INTERESTS: In the event that the Prisma Trust is
created, the forty million (40,000,000) beneficial interests in the Prisma Trust
to be allocated to holders of Allowed Claims in accordance with the provisions
of Article XXXII of the Plan.


      1.203 PROPONENTS: The Debtors and Debtors in Possession.


      1.204 PRO RATA SHARE: With respect to Claims or Equity Interests (a)
within the same Class or sub-Class, the proportion that a Claim or Equity
Interest bears to the sum of all Claims and/or Equity Interests, as the case may
be, within such Class or sub-Class, and (b) among all Classes, the proportion
that a Class of Claims or Equity Interests bears to the sum of all Claims and/or
Equity Interests, as the case may be; provided, however, that, notwithstanding
the foregoing, for purposes of distributing Litigation Trust Interests and
Special Litigation Trust


                                       26

Interests, (1) "Pro Rata Share" shall not include Guaranty Claims, Convenience
Claims and Intercompany Claims and (2) all General Unsecured Claims shall be
deemed to be treated as one Class, calculated on a Consolidated Basis.

      1.205 RECORD DATE: The date or dates established by the Bankruptcy Court
in the Confirmation Order for the purpose of determining the holders of Allowed
Claims and Allowed Equity Interests entitled to receive distributions pursuant
to the Plan.


      1.206 REMAINING ASSETS: From and after the Effective Date, all Assets of
the Reorganized Debtors, other than (a) Creditor Cash on the Effective Date, (b)
the Litigation Trust Claims, (c) the Special Litigation Trust Claims and (d)
claims and causes of action subject to the Severance Settlement Fund Litigation.


      1.207 REMAINING ASSET TRUST(S): One or more trusts, if jointly determined
by the Debtors and the Creditors' Committee, to be created on or prior to the
Effective Date in accordance with the provisions of Article XXV hereof and the
Remaining Asset Trust Agreement(s) for the benefit of holders of Allowed General
Unsecured Claims, Allowed Guaranty Claims and Allowed Intercompany Claims and
such other Allowed Claims and Allowed Equity Interests in accordance with the
terms and provisions of the Plan.

      1.208 REMAINING ASSET TRUSTEE: Stephen Forbes Cooper, LLC, or such other
Entity appointed by the Remaining Asset Trust Board to administer the Remaining
Asset Trust(s) in accordance with the terms and provisions of Article XXV hereof
and the respective Remaining Asset Trust Agreement.


      1.209 REMAINING ASSET TRUST AGREEMENT(S): The Remaining Asset Trust
Agreement(s), in form and substance satisfactory to the Creditors' Committee and
substantially in the form contained in the Plan Supplement, pursuant to which
the Remaining Asset Trustee shall manage, administer and operate the Remaining
Assets and distribute the proceeds thereof, if any.

      1.210 REMAINING ASSET TRUST BOARD(S): The group(s) of five (5) Persons
selected by the Debtors, after consultation with (a) the Creditors' Committee
with respect to four (4) of the Debtors' selections and (b) the ENA Examiner
with respect to one (1) of the Debtors' selections, and appointed prior to the
Effective Date by the Bankruptcy Court, or any replacements thereafter selected
in accordance with the provisions of the respective Remaining Asset Trust
Agreement(s).

      1.211 REMAINING ASSET TRUST INTERESTS: The twelve million (12,000,000)
beneficial interests in the Remaining Asset Trust(s) to be deemed to be
allocated to holders of Allowed Claims pursuant to the terms and conditions of
Article XXV of the Plan.

      1.212 REORGANIZED DEBTOR PLAN ADMINISTRATION AGREEMENT: The agreement
prescribing the powers, duties and rights of the Reorganized Debtor Plan
Administrator in administering the Plan, which agreement shall be in form and
substance satisfactory to the Creditors' Committee and in substantially the form
included in the Plan Supplement.



                                       27

      1.213 REORGANIZED DEBTOR PLAN ADMINISTRATOR: Stephen Forbes Cooper, LLC,
retained, as of the Effective Date, by the Reorganized Debtors as the employee
responsible for, among other things, the matters described in Section 36.2
hereof.


      1.214 REORGANIZED DEBTORS: The Debtors, other than the Portland Debtors,
from and after the Effective Date.


      1.215 REORGANIZED DEBTORS BY-LAWS: The respective by-laws of the
Reorganized Debtors, including Reorganized ENE, which by-laws shall be in form
and substance satisfactory to the Creditors' Committee and in substantially the
form included in the Plan Supplement.


      1.216 REORGANIZED DEBTORS CERTIFICATE OF INCORPORATION: The respective
Certificates of Incorporation of the Reorganized Debtors, which certificates of
incorporation shall be in form and substance satisfactory to the Creditors'
Committee and in substantially the form included in the Plan Supplement.


      1.217 REORGANIZED ENE: ENE, from and after the Effective Date.


      1.218 REORGANIZED PORTLAND DEBTORS: The Portland Debtors, from and after
the Effective Date.


      1.219 SALE/SETTLEMENT ORDERS: Those orders entered by the Bankruptcy Court
in connection with the sale or other disposition of the assets of the Debtors or
their affiliates or the compromise and settlement of claims and causes of action
with regard to, among other things, wholesale and retail trading agreements,
special purpose entities and structured finance transactions, wherein the
proceeds thereof have been reserved, escrowed or otherwise segregated pending
either a further order of the Bankruptcy Court or the agreement of the Debtors
and the Creditors' Committee.

      1.220 SALE TRANSACTION: One or more transactions jointly determined by the
Debtors and the Creditors' Committee, in their sole and absolute discretion, to
sell all or a portion of the issued and outstanding Prisma Common Stock,
CrossCountry Common Stock, Existing PGE Common Stock or PGE Common Stock or
substantially all of the assets of Prisma, CrossCountry or PGE; provided,
however, that, notwithstanding the foregoing, in the event of a transaction
involving PGE, PGE shall be sold only as a going-concern and a vertically
integrated electric utility, and not on a piecemeal basis.

      1.221 SCHEDULES: The respective schedules of assets and liabilities, the
list of Equity Interests, and the statements of financial affairs filed by the
Debtors in accordance with section 521 of the Bankruptcy Code and the Official
Bankruptcy Forms of the Bankruptcy Rules as such schedules and statements have
been or may be supplemented or amended on or prior to the Effective Date.

      1.222 SEC: The United States Securities and Exchange Commission.


      1.223 SECTION 510 ENRON COMMON EQUITY INTEREST CLAIM: Any Claim of a
holder or former holder of an Enron Common Equity Interest for rescission of or
damages arising from or relating to the purchase or sale of an Enron Common
Equity Interest, including, without


                                       28

limitation, any Claims arising from or relating to equity forward agreements and
other understandings to purchase Enron Common Equity Interests, subject to
subordination in accordance with section 510(b) of the Bankruptcy Code.

      1.224 SECTION 510 ENRON PREFERRED EQUITY INTEREST CLAIM: Any Claim of a
holder or former holder of an Enron Preferred Equity Interest for rescission of
or damages arising from or relating to the purchase or sale of an Enron
Preferred Equity Interest, including, without limitation, any Claims arising
from or relating to an obligation of ENE guaranteeing the payment and
performance with respect to an Enron Preferred Equity Interest, subject to
subordination in accordance with section 510(b) of the Bankruptcy Code.

      1.225 SECTION 510 ENRON SENIOR NOTES CLAIM: Any Claim of a holder or
former holder of an Enron Senior Note for rescission of or damages arising from
or relating to the purchase or sale of an Enron Senior Note subject to
subordination in accordance with section 510(b) of the Bankruptcy Code.

      1.226 SECTION 510 ENRON SUBORDINATED DEBENTURE CLAIM: Any Claim of a
holder or former holder of an Enron Subordinated Debenture for rescission of or
damages arising from or relating to the purchase or sale of an Enron
Subordinated Debenture, subject to subordination in accordance with section
510(b) of the Bankruptcy Code.


      1.227 SECURED CLAIM: A Claim against the estates of the Debtors (a)
secured by a Lien on Collateral or (b) subject to setoff under section 553 of
the Bankruptcy Code, to the extent of the value of the Collateral or to the
extent of the amount subject to setoff, as applicable, as determined in
accordance with section 506(a) of the Bankruptcy Code or as otherwise agreed to,
in writing, by the (1) Debtors and the holder of such Claim, subject to the
consent of the Creditors' Committee, or (2) the Reorganized Debtors and the
holder of such Claim, as the case may be; provided, however, that, to the extent
that the value of such interest is less than the amount of the Claim which has
the benefit of such security, the unsecured portion of such Claim shall be
treated as a General Unsecured Claim unless, in any such case, the Class of
which such Claim is a part makes a valid and timely election in accordance with
section 1111(b) of the Bankruptcy Code to have such Claim treated as a Secured
Claim to the extent allowed.

      1.228 SERIES 1 EXCHANGED PREFERRED STOCK: The one million one hundred
thirty-seven thousand nine hundred ninety-one (1,137,991) shares of preferred
stock of Reorganized ENE to be distributed to holders of Allowed Enron Preferred
Equity Interests on account of their shares of Cumulative Second Preferred
Convertible Stock, with such rights with respect to dividends, liquidation,
voting and other matters as are provided for by applicable nonbankruptcy law or
the Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws, and which are being issued in exchange for, and on account of, such
Enron Preferred Equity Interests and transferred to the Preferred Equity Trust
with the same economic interests and rights to receive distributions from ENE or
Reorganized ENE, after all Claims have been satisfied, in full, as such Enron
Preferred Equity Interest.

      1.229 SERIES 2 EXCHANGED PREFERRED STOCK: The 35.568509 shares of
preferred stock of Reorganized ENE to be distributed to holders of Allowed Enron
Preferred Equity Interests on account of their shares of 9.142% Perpetual Second
Preferred Stock, with such rights with


                                       29

respect to dividends, liquidation, voting and other matters as are provided for
by applicable nonbankruptcy law or the Reorganized Debtors Certificate of
Incorporation and the Reorganized Debtors By-laws, and which are being issued in
exchange for, and on account of, such Enron Preferred Equity Interests and
transferred to the Preferred Equity Trust with the same economic interests and
rights to receive distributions from ENE or Reorganized ENE, after all Claims
have been satisfied, in full, as such Enron Preferred Equity Interest.

      1.230 SERIES 3 EXCHANGED PREFERRED STOCK: The two hundred fifty thousand
(250,000) shares of preferred stock of Reorganized ENE to be distributed to
holders of Allowed Enron Preferred Equity Interests on account of their shares
of Mandatorily Convertible Junior Preferred Stock Series B, with such rights
with respect to dividends, liquidation, voting and other matters as are provided
for by applicable nonbankruptcy law or the Reorganized Debtors Certificate of
Incorporation and the Reorganized Debtors By-laws, and which are being issued in
exchange for, and on account of, such Enron Preferred Equity Interests and
transferred to the Preferred Equity Trust with the same economic interests and
rights to receive distributions from ENE or Reorganized ENE, after all Claims
have been satisfied, in full, as such Enron Preferred Equity Interest.

      1.231 SERIES 4 EXCHANGED PREFERRED STOCK: The one hundred eighty-two
thousand nine hundred eight (182,908) shares of preferred stock of Reorganized
ENE to be distributed to holders of Allowed Enron Preferred Equity Interests on
account of their shares of Mandatorily Convertible Single Reset Preferred Stock,
Series C, with such rights with respect to dividends, liquidation, voting and
other matters as are provided for by applicable nonbankruptcy law or the
Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws, and which are being issued in exchange for, and on account of, such
Enron Preferred Equity Interests and transferred to the Preferred Equity Trust
with the same economic interests and rights to receive distributions from ENE or
Reorganized ENE, after all Claims have been satisfied, in full, as such Enron
Preferred Equity Interest.

      1.232 SETTLING FORMER EMPLOYEES: The Debtors' former employees entitled to
receive distributions of Severance Settlement Fund Proceeds in accordance with
the terms and conditions of the Severance Settlement Order and the Severance
Settlement Fund Trust Agreement.


      1.233 SEVERANCE SETTLEMENT FUND LITIGATION: Those claims and causes of
action arising from and relating to the payment of the Employee Prepetition Stay
Bonus Payments to certain of the Debtors' employees, which claims and causes of
action were assigned to the Employee Committee pursuant to the Severance
Settlement Order, including, without limitation, the claims and causes of action
which are the subject of litigation styled (a) Thresa A. Allen et al. v.
Official Employment-Related Issues Committee; Enron Corp.; Enron North America
Corp.; Enron Net Works, L.L.C., Adversary Proceeding No. 03-02084-AJG, currently
pending in the Bankruptcy Court, (b) Official Employment-Related Issues
Committee of Enron Corp., et al. v. John D. Arnold, et al., Adversary Proceeding
No. 03-3522, currently pending in the United States Bankruptcy Court for the
Southern District of Texas, (c) Official Employment-Related Issues Committee of
Enron Corp., et al. v. James B. Fallon, et al., Adversary Proceeding No.
03-3496, currently pending in the United States Bankruptcy Court for the
Southern District of Texas, (d) Official Employment-Related Issues Committee of
Enron Corp., et al. v. Jeffrey McMahon, Adversary Proceeding No. 03-3598,
currently pending in the United States


                                       30

Bankruptcy Court for the Southern District of Texas, and (e) Official
Employment-Related Issues Committee of Enron Corp., et al. v. John J. Lavorato,
et al., Adversary Proceeding No. 03-3721, currently pending in the United States
Bankruptcy Court for the Southern District of Texas.


      1.234 SEVERANCE SETTLEMENT FUND PROCEEDS: The net proceeds, if any, to be
realized from the Severance Settlement Fund Litigation, which proceeds shall be
distributed to Settling Former Employees in accordance with the terms and
conditions of the Severance Settlement Fund Trust Agreement.


      1.235 SEVERANCE SETTLEMENT FUND TRUST: The trust to be created on or prior
to the Effective Date, to be funded from the proceeds, if any, realized from the
Severance Settlement Fund Litigation, in accordance with the Severance
Settlement Fund Trust Agreement for the benefit of Settling Former Employees.


      1.236 SEVERANCE SETTLEMENT FUND TRUST AGREEMENT: The trust agreement,
substantially in the form contained in the Plan Supplement, pursuant to which
the Severance Settlement Fund Trustee shall pursue the Severance Settlement Fund
Litigation and distribute the Severance Settlement Fund Proceeds.


      1.237 SEVERANCE SETTLEMENT FUND TRUSTEE: The Entity appointed by the
Employee Committee to administer the Severance Settlement Fund Trust, and to be
compensated from the proceeds, if any, realized from the Severance Settlement
Fund Litigation, in accordance with the terms and provisions of the Severance
Settlement Fund Trust Agreement.


      1.238 SEVERANCE SETTLEMENT ORDER: The order, dated August 28, 2002, of the
Bankruptcy Court approving, among other things, a compromise and settlement of
severance claims of similarly-situated claimants and authorizing the Employee
Committee to commence certain avoidance actions on behalf of the Debtors and
their chapter 11 estates.


      1.239 6.75% SUBORDINATED DEBENTURES: Those certain debentures issued in
the original aggregate principal amount of Two Hundred Fifty Million Dollars
($250,000,000.00) in accordance with the terms and conditions of the Enron
Subordinated Indenture.


      1.240 SPECIAL LITIGATION TRUST: The trust to be created on the Effective
Date in accordance with the provisions of Article XXIII hereof and the Special
Litigation Trust Agreement for the benefit of holders of Allowed General
Unsecured Claims in accordance with the terms and provisions of Article XXIII of
the Plan.


      1.241 SPECIAL LITIGATION TRUSTEE: The Entity appointed by the Special
Litigation Trust Board and approved by the Bankruptcy Court to administer the
Special Litigation Trust in accordance with the terms and provisions of Article
XXIII hereof and the Special Litigation Trust Agreement.


      1.242 SPECIAL LITIGATION TRUST AGREEMENT: The Special Litigation Trust
Agreement, which agreement shall be in form and substance satisfactory to the
Creditors' Committee and substantially in the form contained in the Plan
Supplement, pursuant to which the Special


                                       31

Litigation Trust shall pursue the Special Litigation Trust Claims, if
applicable, and distribute the proceeds thereof, if any.

      1.243 SPECIAL LITIGATION TRUST BOARD: The group of up to five (5) Persons
appointed prior to the Effective Date by the Bankruptcy Court, all of whom shall
be nominated by the Creditors' Committee or any replacements thereafter selected
in accordance with the provisions of the Special Litigation Trust Agreement, who
shall determine in accordance with the Special Litigation Trust Agreement
whether to prosecute, compromise or discontinue any Special Litigation Trust
Claims.

      1.244 SPECIAL LITIGATION TRUST CLAIMS: Those claims and causes of action,
other than claims and causes of action arising under sections 544, 545, 547,
548, 549, 550, 551 and 553 of the Bankruptcy Code, of the Debtors or Debtors in
Possession, if any, that are not included in the Assets of any Debtor,
including, without limitation, the claims and causes of action asserted, or
which may be asserted, in the Montgomery County Litigation and such other claims
and causes of action against the Debtors' former insiders and such other
Entities as may be described in the Special Litigation Trust Agreement or be
subject to the Mediation Orders and which are specified in the Plan Supplement;
provided, however, that, under no circumstances, shall such claims and causes of
action include (a) Litigation Trust Claims to be prosecuted by the Litigation
Trust and (b) any claims and causes of action waived and released in accordance
with the provisions of Sections 28.3 and 42.6 of the Plan.

      1.245 SPECIAL LITIGATION TRUST INTERESTS: The twelve million (12,000,000)
beneficial interests in the Special Litigation Trust deemed distributed ratably
to holders of Allowed General Unsecured Claims pursuant to the terms and
conditions of Article XXIII of the Plan.


      1.246 SUBORDINATED CLAIM: A Section 510 Enron Senior Notes Claim, a
Section 510 Enron Subordinated Debenture Claim, a Section 510 Enron Preferred
Equity Interest Claim, a Section 510 Enron Common Equity Interest Claim, a
Penalty Claim, an Enron TOPRS Subordinated Guaranty Claim or an Other
Subordinated Claim.


      1.247 TOPRS: The Trust Originated Preferred Securities issued by each of
ECT I and ECT II in connection with (a) the formation of EPF I and EPF II,
respectively, and (b) the Enron TOPRS Debentures, the ENA Debentures and the ETS
Debentures, among other securities.


      1.248 TOPRS STIPULATION: That certain Stipulation and Order Regarding
Issues By and Among Enron Corp., Enron Transportation Services Company, Enron
Preferred Funding L.P., Enron Preferred Funding II, L.P., Enron Capital Trust I,
Enron Capital Trust II and National City Bank, as Indenture Trustee and Property
Trustee, dated September 18, 2003, and as so ordered by the Bankruptcy Court on
October 2, 2003.

      1.249 UNSECURED CLAIM: Any Claim against the Debtors, other than an
Administrative Expense Claim, a Secured Claim, a Priority Non-Tax Claim, a
Priority Tax Claim, a Subordinated Claim or a Convenience Claim.


      1.250 VALUE: The Cash realized, at any time, from the disposition of all
or any portion of the Assets; provided, however, that, with respect to Prisma
Common Stock, CrossCountry Common Stock, Existing PGE Common Stock and PGE
Common Stock, as the case may be, the


                                       32

"Value" thereof as determined by the Bankruptcy Court as of the Confirmation
Date, as the same may be increased or reduced in accordance with the provisions
hereof; and, provided, further, that, to the extent that all of the Prisma
Common Stock, CrossCountry Common Stock, Existing PGE Common Stock or PGE Common
Stock, as the case may be, is converted into Cash, one or more promissory notes,
equity interests of the purchaser thereof or such other form of consideration
prior to the later to occur of (1) the commencement of distributions with
respect thereto and (2) the Effective Date, the "Value" of such amount realized
in Cash or the then-fair market value of the consideration received as
determined by the Bankruptcy Court; and, provided, further, that, to the extent
that a portion, but not all, of the Prisma Common Stock, CrossCountry Common
Stock, Existing PGE Common Stock or PGE Common Stock, as the case may be, is
converted into Cash, one or more promissory notes, equity interests of the
purchaser thereof or such other form of consideration prior to the later to
occur of (1) the commencement of distributions with respect thereto and (2) the
Effective Date, the "Value" of such Prisma Common Stock, CrossCountry Common
Stock, Existing PGE Common Stock or PGE Common Stock, as the case may be, shall
be equal to the sum of (i) the Cash or then-fair market value of such
consideration as determined by the Bankruptcy Court realized from such
disposition plus (ii) the product of (y) such consideration realized per share
upon such disposition of Prisma Common Stock, CrossCountry Common Stock,
Existing PGE Common Stock or PGE Common Stock, as the case may be, times (z) the
number of shares of Prisma Common Stock, CrossCountry Common Stock, Existing PGE
Common Stock or PGE Common Stock, respectively, remaining with the Debtors
immediately following such disposition.

      1.251 WD MANAGEMENT AGREEMENT: That certain Management Agreement, dated as
of February 27, 2003, between Enron Wind LLC and Wind Development Trust.


      1.252 WD TRUST: The grantor trust created pursuant to the WD Trust
Agreement.


      1.253 WD TRUST AGREEMENT: That certain Wind Development Trust Agreement,
dated as of February 27, 2003, by and among Enron Wind Development LLC, Enron
Wind Domestic Holding LLC, Enron Wind LLC, Enron Renewable Energy Corp. and
Cloyses Partners LLC, as Managing Trustee.


      1.254 WS MANAGEMENT AGREEMENT: That certain Management Agreement, dated as
of February 27, 2003, between Enron Wind LLC and Wind Systems Trust.


      1.255 WS TRUST: The grantor trust created pursuant to the WS Trust
Agreement.


      1.256 WS TRUST AGREEMENT: That certain Wind Systems Trust Agreement, dated
as of February 27, 2003, by and among Enron Wind Systems, LLC, Enron Wind
Domestic Holding LLC, Enron Wind LLC, Enron Renewable Energy Corp. and Cloyses
Partners LLC, as Managing Trustee.


      1.257 WIND: Enron Wind Corp., a California corporation.


      1.258 WIND GUARANTY CLAIM: Any Unsecured Claim, other than an Intercompany
Claim, against Wind arising from or relating to an agreement by Wind to
guarantee or otherwise satisfy the obligations of another Debtor, including,
without limitation, any Claim arising from or relating to rights of contribution
or reimbursement.




                                       33

      1.259 WIND GUARANTY DISTRIBUTIVE ASSETS: The Plan Currency to be made
available to holders of Allowed Wind Guaranty Claims in an amount equal to the
sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of (a)
the sum of the Wind Guaranty Claims and (b) the product of (y) the Value of
Wind's Assets minus an amount equal to the sum of (1) one hundred percent (100%)
of Wind's Administrative Expense Claims, Secured Claims, and Priority Claims
plus (2) an amount equal to the product of Wind's Convenience Claim Distribution
Percentage times Wind's Convenience Claims times (z) a fraction, the numerator
of which is equal to the amount of the Wind Guaranty Claims and the denominator
of which is equal to the sum of Wind's (1) General Unsecured Claims, (2) Wind
Guaranty Claims and (3) Intercompany Claims plus, in the event that Class 186
votes to accept the Plan in accordance with section 1126 of the Bankruptcy Code,
(B) the product of (i) thirty percent (30%) times (ii) the Value of all of the
Debtors' Assets, calculated as if the Debtors' chapter 11 estates were
substantively consolidated, minus an amount equal to the sum of (1) one hundred
percent (100%) of all Debtors' Administrative Expense Claims, Secured Claims and
Priority Claims, calculated on a Consolidated Basis, plus (2) the sum of the
products of each Debtor's Convenience Claims times its respective Convenience
Claim Distribution Percentage times (iii) a fraction, the numerator of which is
equal to fifty percent (50%) times an amount equal to the sum of the lesser of,
calculated on a Claim-by-Claim basis, (1) the amount of Wind Guaranty Claims and
(2) the corresponding primary Claim, calculated on a Consolidated Basis, and the
denominator of which is equal to the sum of the amount of (y) all Debtors'
General Unsecured Claims, calculated on a Consolidated Basis, and (z) fifty
percent (50%) of all Accepting Guaranty Claims; provided, however, that, for
purposes of calculating "Wind Guaranty Distributive Assets", such calculation
shall not include the Assets of or the General Unsecured Claims against either
of the Portland Debtors.

      1.260 WIND MANAGEMENT AGREEMENTS: The WD Management Agreement and the WS
Management Agreement.


      1.261 WIND RESERVE FUND: The fund in the amount of Twenty-Five Million
Dollars ($25,000,000.00) created pursuant to the Wind Reserve Fund Order.


      1.262 WIND RESERVE FUND ORDER: The order, dated June 23, 2003, of the
Bankruptcy Court approving the terms and conditions of a compromise and
settlement with respect to issues arising from or related to the sale of certain
assets of Wind and its affiliates to General Electric Company and its designee.


      1.263 WIND TRUSTS: The WD Trust and the WS Trust.


      1.264 WIND TRUSTS ASSETS: The assets subject to the respective Wind
Trusts.


      1.265 OTHER DEFINITIONS: Unless the context otherwise requires, any
capitalized term used and not defined herein or elsewhere in the Plan that is
defined in the Bankruptcy Code shall have the meaning assigned to that term in
the Bankruptcy Code. Unless otherwise specified, (a) all section, schedule or
exhibit references in the Plan are to the respective section in, article of, or
schedule or exhibit to, the Plan, as the same may be amended, waived, or
modified from time to time and (b) all references to dollars are to the lawful
currency of the United States of America. The words "herein," "hereof,"
"hereto," "hereunder," and other words of similar import refer to


                                       34

the Plan as a whole and not to any particular section, subsection, or clause
contained in the Plan. The rules of construction contained in section 102 of the
Bankruptcy Code shall apply to the construction of the Plan. In computing any
period of time prescribed or allowed by the Plan, unless otherwise expressly
provided, the provisions of Bankruptcy Rule 9006(a) shall apply.

                                   ARTICLE II

COMPROMISE AND SETTLEMENT OF DISPUTES; SUBSTANTIVE CONSOLIDATION; ASSUMPTION OF
                           OBLIGATIONS UNDER THE PLAN

      2.1 COMPROMISE AND SETTLEMENT: The Plan incorporates a proposed compromise
and settlement of certain issues disputed by the Proponents, the Creditors'
Committee, the ENA Examiner and other parties in interest. These issues include
whether the estates of each of the Debtors should be treated separately for
purposes of making payments to Creditors, whether and to what extent proceeds
from the liquidation of assets, including claims and causes of action, or from
the Sale Transactions should be allocated among the Debtors based upon their
respective claims of ownership to such assets, and the amount, allowance and
priority of certain Intercompany Claims. The provisions of the Plan relating to
substantive consolidation of the Debtors, the treatment of Intercompany Claims,
and the treatment of each Class of Claims under the Plan reflect this compromise
and settlement, which, upon the Effective Date, shall be binding upon the
Debtors, all Creditors, and all Entities receiving any payments or other
distributions under the Plan. Without limiting the foregoing, the Plan and the
definitions of "Distributive Assets", "Enron Guaranty Distributive Assets",
"Wind Guaranty Distributive Assets", "ACFI Guaranty Distributive Assets", "ENA
Guaranty Distributive Assets", "EPC Guaranty Distributive Assets" and
"Intercompany Distributive Assets" set forth in Article I hereof incorporate the
following salient provisions of such compromise and settlement:

            (a) Substantive Consolidation: The Plan Currency to be distributed
to each holder of an Allowed General Unsecured Claim against each Debtor, other
than the Portland Debtors, shall equal the sum of (i) seventy percent (70%) of
the distribution such holder would receive if the Debtors, other than the
Portland Debtors, were not substantively consolidated and (ii) thirty percent
(30%) of the distribution such holder would receive if all of the Debtors'
estates, other than the estates of the Portland Debtors, were substantively
consolidated and one-half of Accepting Guaranty Claims were allowed.

            (b) Related Issues: The compromise and settlement of the substantive
consolidation issue set forth in the Plan encompasses a global settlement of
numerous issues related to or impacted by substantive consolidation, including,
without limitation, characterization of Intercompany Claims, treatment of
Guaranty Claims, transactions involving certain of the Debtors'
structured-finance transactions and ownership of certain claims and causes of
action.

               (i) Intercompany Claims: The Plan Currency to be allocated to
            each holder of an Intercompany Claim against another Debtor shall
            equal seventy percent (70%) of the distribution such holder would
            receive if the Debtors were not substantively consolidated.




                                       35

               (ii) Guaranty Claims: The Plan Currency to be distributed to each
            holder of an Allowed Guaranty Claim shall equal the sum of (i)
            seventy percent (70%) of the distribution such holder would receive
            if the Debtors, other than the Portland Debtors, were not
            substantively consolidated and, in the event that such holder's
            respective Class of Guaranty Claims votes to accept the Plan in
            accordance with section 1126 of the Bankruptcy Code, (ii) thirty
            percent (30%) of the distribution such holder would receive if all
            of the Debtors' estates, other than the estates of the Portland
            Debtors, were substantively consolidated and one-half of Accepting
            Guaranty Claims were allowed.

               (iii) Ownership of Certain Assets: For purposes of calculating
            the Distributive Assets of ENE and ENA, the Debtors shall take, or
            cause to be taken, such action as is appropriate to reflect that:
            (a) ENA's Assets shall include ENE's preferred stock interests in
            Enron Canada Corp., either through a capital contribution or
            otherwise; (b) the preferred stock interests in Enron Canada Corp.
            held by Enron Canada Power Corp. and the preferred stock interests
            in Enron Canada Power Corp. held by Enron Canada Corp. shall be
            deemed cancelled or otherwise returned to their respective issuers;
            provided, however, that, if such cancellation or return leaves Enron
            Canada Power Corp. with insufficient funds to satisfy third-party
            obligations, Enron Canada Corp. shall contribute such monies to
            Enron Canada Power Corp. as are necessary as to satisfy such
            third-party obligations; (c) to the extent that proceeds are
            received in connection with the sale or contribution of Compagnie
            Papiers Stadacona, ENE and ENA Assets shall each include fifty
            percent (50%) of the proceeds thereof, net of the payment of
            third-party obligations; and (d) to the extent that proceeds are
            received in connection with the sale or contribution of Bridgeline
            Holdings, L.P., ENA's Assets shall include all the proceeds thereof,
            net of the payment of third-party obligations.

               (iv) Ownership of Certain Litigation Claims: The Litigation Trust
            Claims and the Special Litigation Trust Claims shall be deemed owned
            by all of the Debtors, other than the Portland Debtors, and the
            proceeds therefrom, if any, shall be distributed ratably, on a
            Consolidated Basis, to holders of Allowed General Unsecured Claims,
            other than those against the Portland Debtors.

            (c) Plan Currency: By virtue of and integral to the compromise and
settlement of the substantive consolidation issue set forth in the Plan, except
as provided in Sections 7.3 and 7.8 hereof with respect to ENA and certain of
its subsidiaries and the holders of TOPRS, respectively, each holder of an
Allowed Unsecured Claim against each Debtor, other than the Portland Debtors,
shall receive the same Plan Currency regardless of the asset composition of such
Debtor's estate on or subsequent to the Effective Date. Such mixture of Plan
Currency shall bear direct relationship to the amount of Creditor Cash available
for distribution and the value of the respective Plan Securities, as
recalculated in accordance with the provisions of Section 32.1(d) of the Plan.


                                       36

            (d) Inter-Debtor Waivers: By virtue of and integral to the
compromise and settlement of the substantive consolidation issue set forth in
the Plan, on the Effective Date, (i) each Debtor, other than the Portland
Debtors, shall waive any defense, including, without limitation, defenses
arising under sections 502(d) and 553(a) of the Bankruptcy Code, to Intercompany
Claims asserted by another Debtor and such Claims shall be deemed to be Allowed
Claims, (ii) Intercompany Claims between Debtors shall be deemed to be mutual
claims arising prior to the Initial Petition Date for purposes of setoff, (iii)
each of the Debtors and Debtors in Possession, other than the Portland Debtors,
shall waive its right to receive distributions on any claims and causes of
action such Debtor and Debtor in Possession may have against another Debtor and
Debtor in Possession, other than the Portland Debtors, arising in accordance
with sections 509, 544, 547, 548 and 553(b) of the Bankruptcy Code, without
waiving or releasing any claims and causes of action against non-Debtor parties
and (iv) except as provided in subsection (i) hereof, each Debtor and Debtor in
Possession, other than the Portland Debtors, shall waive and forever release any
right, claim or cause of action which has been or could have been asserted by
such Debtor or Debtor in Possession against any other Debtor and Debtor in
Possession, other than the Portland Debtors, including pursuant to principles of
substantive consolidation, piercing the corporate veil, alter ego, domination,
constructive trust and similar principles of state or federal creditors' rights
laws.

            (e) Governance: By virtue of and integral to the compromise and
settlement of the substantive consolidation issue set forth in the Plan, the
boards of the respective Entities contemplated pursuant to the Plan represent
the interests of Creditor constituencies and provide protections to safeguard
the interests of such constituencies.


      2.2 NON-SUBSTANTIVE CONSOLIDATION: On the Effective Date, the Debtors'
estates shall not be deemed to be substantively consolidated for purposes of the
Plan; provided, however, that, as part of the compromise and settlement embodied
in the Plan, holders of Allowed Claims and Allowed Equity Interests shall
receive a portion of their distributions based upon the hypothetical pooling of
the assets and liabilities of the Debtors, other than the Portland Debtors. Any
Claims against one or more of the Debtors based upon a guaranty, indemnity,
co-signature, surety or otherwise, of Claims against another Debtor shall be
treated as separate and distinct Claims against the estate of the respective
Debtors and shall be entitled to distributions under the Plan in accordance with
the provisions hereof.

      2.3 ALLOCATION OF EXPENSES: On or prior to the Ballot Date, the Debtors
shall file a motion with the Bankruptcy Court and, in connection with the entry
of the Confirmation Order, the Bankruptcy Court shall enter an order with
respect to the allocation of overhead and expenses among the Debtors and the
Reorganized Debtors, as the case may be. Without limiting the foregoing, such
allocation shall be predicated upon the tasks to be performed by the Debtors and
the Reorganized Debtors, as the case may be, from and after the Confirmation
Date, including, without limitation, the number of employees required to
discharge such duties and obligations. Except as provided therein, all other
provisions of the Bankruptcy Court's orders, dated February 25, 2002, November
21, 2002 and November 25, 2002, with respect to the allocation of overhead and
expenses shall remain in full force and effect. Notwithstanding the foregoing or
the provisions of Sections 3.1 and 3.2 of the Plan, to the extent that the
Assets of a Debtor are insufficient to satisfy the administrative professional
fees and the allocable overhead of such Debtor, the unsatisfied portion thereof
shall be absorbed by the remaining Debtors.


                                       37

      2.4 WIND RESERVE FUND: Pursuant to the Wind Reserve Fund Order and for
purposes of calculating distributions pursuant to the Plan, including, without
limitation, the amount and value of Distributive Assets, Enron Guaranty
Distributive Assets, Intercompany Distributive Assets and Wind Guaranty
Distributive Assets, the Wind Reserve Fund shall not be included in the Assets
of any of the Debtors, including Wind.

                                  ARTICLE III

                            PROVISIONS FOR PAYMENT OF
              ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

      3.1 ADMINISTRATIVE EXPENSE CLAIMS: On the later to occur of (a) the
Effective Date and (b) the date on which an Administrative Expense Claim shall
become an Allowed Claim, the Reorganized Debtors shall (i) pay to each holder of
an Allowed Administrative Expense Claim, in Cash, the full amount of such
Allowed Administrative Expense Claim, or (ii) satisfy and discharge such Allowed
Administrative Expense Claim in accordance with such other terms no more
favorable to the claimant than as may be agreed upon by and between the holder
thereof and the Debtors or the Reorganized Debtors, as the case may be;
provided, however, that Allowed Administrative Expense Claims representing
liabilities incurred by the Debtors in Possession during the Chapter 11 Cases
shall be paid by the Reorganized Debtor Plan Administrator in accordance with
the terms and conditions of the particular transaction and any agreements
relating thereto.

      3.2 PROFESSIONAL COMPENSATION AND REIMBURSEMENT CLAIMS: All Entities
awarded compensation or reimbursement of expenses by the Bankruptcy Court in
accordance with sections 328, 330 or 331 of the Bankruptcy Code or entitled to
the priorities established pursuant to section 503(b)(2), 503(b)(3), 503(b)(4)
or 503(b)(5) of the Bankruptcy Code, shall be paid in full, in Cash, the amounts
allowed by the Bankruptcy Court (a) on or as soon as reasonably practicable
following the later to occur of (i) the Effective Date and (ii) the date upon
which the Bankruptcy Court order allowing such Claim becomes a Final Order or
(b) upon such other terms no more favorable to the Claimant than as may be
mutually agreed upon between such holder of an Allowed Administrative Expense
Claim and the Debtors or the Reorganized Debtors, as the case may be.

      3.3 PAYMENT OF PRIORITY TAX CLAIMS: Each holder of an Allowed Priority Tax
Claim shall be entitled to receive distributions in an amount equal to the full
amount of such Allowed Priority Tax Claim. At the option and discretion of the
Debtors, with the consent of the Creditors' Committee, which option shall be
exercised, in writing, on or prior to the commencement of the Confirmation
Hearing, such payment shall be made (a) in full, in Cash, on the Effective Date,
(b) in accordance with section 1129(a)(9)(C) of the Bankruptcy Code, in full, in
Cash, in equal quarterly installments, commencing on the first (1st) Business
Day following the Effective Date and ending on the sixth (6th) anniversary of
assessment of such Allowed Priority Tax Claim, together with interest accrued
thereon at a rate to be determined by the Bankruptcy Court and set forth in the
Confirmation Order, or (c) by mutual agreement of the holder of such Allowed
Priority Tax Claim and the Debtors, subject to the consent of the Creditors'
Committee.



                                       38

                                   ARTICLE IV

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

      Claims and Equity Interests are classified as follows:

                                                         

4.1         Class 1                                -              Priority Non-Tax Claims

4.2         Class 2                                -              Secured Claims

4.3         Classes 3 through 182                  -              General Unsecured Claims (Other than Enron
                                                                  Subordinated Debenture Claims)

4.4         Class 183                              -              Enron Subordinated Debenture Claims

4.5         Class 184                              -              Enron TOPRS Debenture Claims

4.6         Class 185                              -              Enron Guaranty Claims

4.7         Class 186                              -              Wind Guaranty Claims

4.8         Class 187                              -              ENA Guaranty Claims

4.9         Class 188                              -              ACFI Guaranty Claims

4.10        Class 189                              -              EPC Guaranty Claims

4.11        Class 190                              -              Intercompany Claims

4.12        Classes 191 through 375                -              Convenience Claims

4.13        Classes 376 through 382                -              Subordinated Claims

4.14        Class 383                              -              Enron Preferred Equity Interests

4.15        Class 384                              -              Enron Common Equity Interests

4.16        Class 385                              -              Other Equity Interests


Annexed as Exhibits "H", "I" and "J" are schedules setting forth the classes of
General Unsecured Claims, Convenience Claims and Subordinated Claims,
respectively, for each of the individual Debtors.


                                       39


                                    ARTICLE V

                           PROVISION FOR TREATMENT OF
                        PRIORITY NON-TAX CLAIMS (CLASS 1)

        5.1 PAYMENT OF ALLOWED PRIORITY NON-TAX CLAIMS: Unless otherwise
mutually agreed upon by the holder of an Allowed Priority Non-Tax Claim and the
Reorganized Debtors, each holder of an Allowed Priority Non-Tax Claim shall
receive in full satisfaction, settlement, release, and discharge of, and in
exchange for such Allowed Priority Non-Tax Claim, Cash in an amount equal to
such Allowed Priority Non-Tax Claim on the later of the Effective Date and the
date such Allowed Priority Non-Tax Claim becomes an Allowed Priority Non-Tax
Claim, or as soon thereafter as is practicable.

                                   ARTICLE VI

                           PROVISION FOR TREATMENT OF
                            SECURED CLAIMS (CLASS 2)

        6.1 TREATMENT OF SECURED CLAIMS: On the Effective Date, each holder of
an Allowed Secured Claim shall receive in full satisfaction, settlement,
release, and discharge of, and in exchange for such Allowed Secured Claim one of
the following distributions: (a) the payment of such holder's Allowed Secured
Claim in full, in Cash; (b) the sale or disposition proceeds of the property
securing any Allowed Secured Claim to the extent of the value of their
respective interests in such property; (c) the surrender to the holder or
holders of any Allowed Secured Claim of the property securing such Claim; or (d)
such other distributions as shall be necessary to satisfy the requirements of
chapter 11 of the Bankruptcy Code. The manner and treatment of each Secured
Claim shall be determined by the Debtors, subject to the consent of the
Creditors' Committee and transmitted, in writing, to holder of a Secured Claim
on or prior to the commencement of the Confirmation Hearing.

                                   ARTICLE VII

                           PROVISION FOR TREATMENT OF
                    GENERAL UNSECURED CLAIMS (CLASSES 3-182)

        7.1 TREATMENT OF GENERAL UNSECURED CLAIMS OTHER THAN THOSE AGAINST THE
PORTLAND DEBTORS (CLASSES 3 THROUGH 180): Commencing on the Effective Date and
subject to the provisions of Sections 7.3, 7.4 and 7.8 hereof, each holder of an
Allowed General Unsecured Claim against a Debtor, other than a Portland Debtor,
shall be entitled to receive on account of such Allowed General Unsecured Claim
distributions (a) in an aggregate amount equal to such holder's Pro Rata Share
of the Distributive Assets attributable to such Debtor and (b) equal to such
holder's Pro Rata Share of (i) twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million (12,000,000) Special Litigation Trust
Interests.

        7.2 TREATMENT OF GENERAL UNSECURED CLAIMS AGAINST THE PORTLAND DEBTORS
(CLASSES 181 AND 182): Commencing on the Effective Date and subject to the
provisions of Section 7.4 hereof, each holder of an Allowed General Unsecured
Claim against either of the


                                       40

Portland Debtors shall be entitled to receive on account of such Allowed General
Unsecured Claim distributions in an aggregate amount equal to such holders' Pro
Rata Share of the Portland Creditor Cash.

        7.3 ELECTION TO RECEIVE ADDITIONAL CASH DISTRIBUTIONS IN LIEU OF PARTIAL
PLAN SECURITIES: Notwithstanding the provisions of Section 7.1 of the Plan, any
holder of an Allowed General Unsecured Claim against Enron North America Corp.,
Enron Power Marketing, Inc., Enron Gas Liquids, Inc., Enron Global Markets LLC,
Enron Industrial Markets LLC, Enron Natural Gas Marketing Corp., ENA Upstream
Company LLC, Enron Capital & Trade Resources International Corp. and Enron
Reserve Acquisition Corp. may elect to receive such holder's Pro Rata Share of
One Hundred Twenty-Five Million Dollars ($125,000,000.00) in lieu of all or a
portion of the Plan Securities to which such holder is otherwise entitled to
receive pursuant to the Plan. In the event that any such holder elects to
receive such additional Cash distribution, (a) such holder's distribution of
Plan Securities shall be reduced on a dollar-for-dollar basis and (b)
distributions of Plan Securities to be made to holders of Allowed General
Unsecured Claims against ENE shall be increased on a dollar-for-dollar basis.
Such election must be made on the Ballot and be received by the Debtors on or
prior to the Ballot Date. Any election made after the Ballot Date shall not be
binding upon the Debtors unless the Ballot Date is expressly waived, in writing,
by the Debtors; provided, however, that, under no circumstances, may such waiver
by the Debtors occur on or after the Effective Date.

        7.4 ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO BE
TREATED AS A CONVENIENCE CLAIM: Notwithstanding the provisions of Sections 7.1
and 7.3 of the Plan, any holder of an Allowed General Unsecured Claim, other
than (i) an Enron Senior Notes Claim, (ii) an Enron Subordinated Debenture
Claim, (iii) an ETS Debenture Claim, (iv) an ENA Debenture Claim and (v) any
other General Unsecured Claim that is a component of a larger General Unsecured
Claim, portions of which may be held by such or any other holder whose Allowed
General Unsecured Claim, is more than Fifty Thousand Dollars ($50,000.00), and
who elects to reduce the amount of such Allowed Claim to Fifty Thousand Dollars
($50,000.00), shall, at such holder's option, be entitled to receive, based on
such Allowed Claim as so reduced, distributions pursuant to Article XIII hereof.
Such election must be made on the Ballot and be received by the Debtors on or
prior to the Ballot Date. Any election made after the Ballot Date shall not be
binding upon the Debtors unless the Ballot Date is expressly waived, in writing,
by the Debtors; provided, however, that, under no circumstances, may such waiver
by the Debtors occur on or after the Effective Date.

        7.5 LIMITATION ON RECOVERY: Notwithstanding anything contained herein to
the contrary, including, without limitation, the distributions to be made to a
holder of an Allowed General Unsecured Claim in accordance with Sections 7.1 and
7.3 hereof, in the event that the sum of (a) the distributions of Cash and Plan
Securities in accordance with Sections 7.1 and 7.3 hereof and (b) the value of
the Litigation Trust Interests and the Special Litigation Trust Interests, as
determined in accordance with the provisions of Sections 22.5 and 23.5 hereof,
respectively, that would be distributed to such holder are equal to or in excess
of one hundred percent (100%) of such holder's Allowed General Unsecured Claim,
then, the Cash and Plan Securities remaining to be distributed to such holder in
excess of such one hundred percent (100%) shall be deemed redistributed to
holders of Allowed Claims and Allowed Equity Interests or the Disbursing Agent
for and on behalf of holders of Disputed Claims and Disputed


                                       41

Equity Interests in accordance with the provisions of the documents, instruments
and agreements governing such Claims and Equity Interests, including, without
limitation, the contractual subordination provisions set forth therein, and the
Bankruptcy Code.

        7.6 SEVERANCE SETTLEMENT FUND LITIGATION PAYMENTS: In accordance with
Severance Settlement Order and the Severance Settlement Fund Trust Agreement,
Severance Settlement Fund Proceeds shall be paid to the Settling Former
Employees in full and final satisfaction of all Claims deemed released in
accordance with the Severance Settlement Order.

        7.7 TERMINATION OF WIND TRUSTS: From and after the Confirmation Date,
the Managing Trustee, as defined in the WD Trust Agreement and the WS Trust
Agreement, and the Manager, as defined in the WD Management Agreement and the WS
Management Agreement, shall continue to operate the Wind Trusts and liquidate
the Wind Trusts Assets in accordance with the terms and provisions set forth
therein and all documents related thereto. Upon liquidation of the Wind Trusts
Assets, (a) the net proceeds thereof shall be delivered to the Debtors or the
Reorganized Debtors, as the case may be, for distribution to holders of Allowed
General Unsecured Claims in accordance with the provisions of this Article VII;
provided, however, that, under no circumstances, shall an Electric Utility, as
defined in the WD Trust Agreement and the WS Trust Agreement, receive Cash
proceeds from any of the Wind Trusts Assets and, in lieu thereof, the Disbursing
Agent shall include in the distributions to be made to a holder of an Allowed
General Unsecured Claim that is an Electric Utility Cash from other sources of
Creditor Cash, on a dollar-for-dollar basis, and (b) upon delivery of all such
proceeds to the Debtors or the Reorganized Debtors, as the case may be, and
compliance with all requirements, including, without limitation, the filing of
appropriate tax returns, (i) the Wind Trusts shall be terminated and (ii) all
parties to the Wind Trusts, the Wind Trust Agreements and the Wind Management
Agreements shall be relieved of any and all obligations hereunder and
thereunder.

        7.8 ELECTION OF TOPRS HOLDERS TO RECEIVE ADDITIONAL CASH DISTRIBUTIONS
IN LIEU OF PARTIAL PLAN SECURITIES: Notwithstanding the provisions of Section
7.1 of the Plan, pursuant to the compromise and settlement set forth herein and
in the TOPRS Stipulation, each holder of TOPRS may elect to receive additional
distributions of Cash in lieu of distributions of CrossCountry Common Stock, PGE
Common Stock and Prisma Common Stock to which such holder is entitled to receive
derivatively on account of the Allowed ETS Debenture Claims held by EPF I and
EPF II. To the extent elected, ENE shall be deemed to have purchased from EPF I
and EPF II the shares of CrossCountry Common Stock, PGE Common Stock and Prisma
Common Stock otherwise distributed at a price equal to the per share value
determined by the Bankruptcy Court at the Confirmation Hearing. Such election
must be made on the Ballot tendered by the ETS Indenture Trustee with respect to
the ETS Debenture Claims and be received by the Debtors on or prior to the
Ballot Date; provided, however, that, in the event that the holders of Allowed
ETS Debenture Claims do not vote to accept the Plan such that, if the ETS
Debenture Claims were deemed to be a separate Class of Claims, such Class would
be deemed to have not accepted the Plan in accordance with section 1126 of the
Bankruptcy Code, any such election shall be deemed null and void and the
provisions of this Section 7.8 shall have no force or effect. Any election made
after the Ballot Date shall not be binding upon the Debtors unless the Ballot
Date is expressly waived, in writing, by the Debtors; provided, however, that,
under no circumstances, may such waiver by the Debtors occur on or after the
Effective Date.


                                       42

                                  ARTICLE VIII

                           PROVISION FOR TREATMENT OF
                       ENRON SUBORDINATED DEBENTURE CLAIMS (CLASS 183)

        8.1 TREATMENT OF ALLOWED ENRON SUBORDINATED DEBENTURE CLAIMS (CLASS
183): Commencing on the Effective Date, each holder of an Allowed Enron
Subordinated Debenture Claim shall be entitled to receive on account of such
Allowed Enron Subordinated Debenture Claim distributions (a) in an aggregate
amount equal to such holder's Pro Rata Share of the Distributive Assets
attributable to ENE and (b) equal to such holder's Pro Rata Share of (i) twelve
million (12,000,000) Litigation Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust Interests; provided, however, that,
notwithstanding the foregoing, the contractual subordination rights of holders
of "Senior Indebtedness" or any similar term under the Enron Subordinated
Indentures shall be preserved and enforced hereunder pursuant to section 510(a)
of the Bankruptcy Code and, as a result thereof, the aggregate of such
distributions shall be distributed to holders of Allowed Claims that constitute
"Senior Indebtedness", as identified on Exhibit "K" hereto, until such time as
such holder's Claims have been satisfied in accordance with the terms and
provisions of the Enron Subordinated Indentures.

        8.2 CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY: Notwithstanding
anything contained herein to the contrary, in the event that the sum of (a) the
distributions of the Cash and Plan Securities are deemed redistributed to a
holder of an Allowed Enron Subordinated Debenture Claim in accordance with the
provisions of Section 7.5 hereof and (b) the sum of the distributions of Cash
and Plan Securities and the value of the Litigation Trust Interests and the
Special Litigation Trust Interests, if any and as determined in accordance with
the provisions of Sections 22.5 and 23.5 hereof, respectively, distributed to a
holder of an Allowed Enron Subordinated Debenture Claim are equal to or in
excess of one hundred percent (100%) of such holder's Allowed Enron Subordinated
Debenture Claim, then, the Cash and Plan Securities remaining to be distributed
to such holder in excess of such one hundred percent (100%) shall be deemed
redistributed to holders of Allowed Claims and Equity Interests or the
Disbursing Agent for and on behalf of holders of Disputed Claims and Disputed
Equity Interest in accordance with the provisions of the documents, instruments
and agreements governing such Claims and Equity Interests, including, without
limitation, the contractual subordination provisions set forth therein, and the
Bankruptcy Code.

                                   ARTICLE IX

                           PROVISION FOR TREATMENT OF
                    ENRON TOPRS DEBENTURE CLAIMS (CLASS 184)

        9.1 TREATMENT OF ALLOWED ENRON TOPRS DEBENTURE CLAIMS (CLASS 184):
Commencing on the Effective Date, each holder of an Allowed Enron TOPRS
Debenture Claim shall be entitled to receive on account of such Allowed Enron
TOPRS Debenture Claim distributions (a) in an aggregate amount equal to such
holder's Pro Rata Share of the Distributive Assets attributable to ENE and (b)
equal to such holder's Pro Rata Share of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve million (12,000,000) Special
Litigation Trust Interests; provided, however, that, notwithstanding the
foregoing, the contractual


                                       43

subordination rights of holders of "Senior Indebtedness" or any similar term
under the Enron TOPRS Indentures shall be preserved and enforced hereunder
pursuant to section 510(a) of the Bankruptcy Code and, as a result thereof, the
aggregate of such distributions shall be distributed to holders of Allowed
Claims that constitute "Senior Indebtedness", as identified on Exhibit "K"
hereto, until such time as such holder's Claims have been satisfied in
accordance with the terms and provisions of the Enron TOPRS Indentures.

        9.2 CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY: Notwithstanding
anything contained herein to the contrary, in the event that the sum of (a) the
distributions of the Cash and Plan Securities are deemed redistributed to a
holder of an Allowed Enron TOPRS Debenture Claim in accordance with the
provisions of Section 7.5 hereof and (b) the sum of the distributions of Cash
and Plan Securities and the value of the Litigation Trust Interests and the
Special Litigation Trust Interests, if any and as determined in accordance with
the provisions of Sections 22.5 and 23.5 hereof, respectively, distributed to a
holder of an Allowed Enron TOPRS Debenture Claim are equal to or in excess of
one hundred percent (100%) of such holder's Allowed Enron TOPRS Debenture Claim,
then, the Cash and Plan Securities remaining to be distributed to such holder in
excess of such one hundred percent (100%) shall be deemed redistributed to
holders of Allowed Claims and Equity Interests or the Disbursing Agent for and
on behalf of holders of Disputed Claims and Disputed Equity Interest in
accordance with the provisions of the documents, instruments and agreements
governing such Claims and Equity Interests, including, without limitation, the
contractual subordination provisions set forth therein, and the Bankruptcy Code.

                                    ARTICLE X

                           PROVISIONS FOR TREATMENT OF
                        ENRON GUARANTY CLAIMS (CLASS 185)

        10.1 TREATMENT OF ENRON GUARANTY CLAIMS (CLASS 185): Commencing on the
Effective Date and subject to the provisions of Section 10.2 hereof, each holder
of an Allowed Enron Guaranty Claim shall be entitled to receive on account of
such Allowed Enron Guaranty Claim distributions in an aggregate amount equal to
such holder's Pro Rata Share of the Enron Guaranty Distributive Assets;
provided, however, that, under no circumstances, shall a holder of an Allowed
Enron Guaranty Claim receive aggregate distributions in accordance with the
provisions of Articles VII and X of the Plan in excess of one hundred percent
(100%) of such holder's corresponding Allowed General Unsecured Claim; and,
provided, further, that, in the event that the holders of Allowed Enron Guaranty
Claims do not vote to accept the Plan such that Class 185 would have not
accepted the Plan in accordance with section 1126 of the Bankruptcy Code, "Enron
Guaranty Distributive Assets" shall be reduced to include only that portion of
Assets set forth in Section 1.106(A) hereof.

        10.2 ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO BE
TREATED AS A CONVENIENCE CLAIM: Notwithstanding the provisions of Section 10.1
of the Plan, any holder of an Allowed Enron Guaranty Claim whose Allowed Enron
Guaranty Claim is more than Fifty Thousand Dollars ($50,000.00), and who elects
to reduce the amount of such Allowed Claim to Fifty Thousand Dollars
($50,000.00), shall, at such holder's option, be entitled to receive, based on
such Allowed Claim as so reduced, distributions pursuant to Article XVI hereof;
provided,


                                       44

however, that, under no circumstances, shall a holder of an Allowed Enron
Guaranty Claim receive aggregate distributions in accordance with the provisions
of Articles VII and X of the Plan in excess of one hundred percent (100%) of
such holder's corresponding Allowed General Unsecured Claim. Such election must
be made on the Ballot and be received by the Debtors on or prior to the Ballot
Date. Any election made after the Ballot Date shall not be binding upon the
Debtors unless the Ballot Date is expressly waived, in writing, by the Debtors;
provided, however, that, under no circumstances, may such waiver by the Debtors
occur on or after the Effective Date.

                                   ARTICLE XI

                           PROVISIONS FOR TREATMENT OF
                        WIND GUARANTY CLAIMS (CLASS 186)

        11.1 TREATMENT OF WIND GUARANTY CLAIMS (CLASS 186) : Commencing on the
Effective Date and subject to the provisions of Section 11.2 hereof, each holder
of an Allowed Wind Guaranty Claim shall be entitled to receive on account of
such Allowed Wind Guaranty Claim distributions in an aggregate amount equal to
such holder's Pro Rata Share of the Wind Guaranty Distributive Assets; provided,
however, that, under no circumstances, shall a holder of an Allowed Wind
Guaranty Claim receive aggregate distributions in accordance with the provisions
of Articles VII and XI of the Plan in excess of one hundred percent (100%) of
such holder's corresponding Allowed General Unsecured Claim; and, provided,
further, that, in the event that the holders of Allowed Wind Guaranty Claims do
not vote to accept the Plan such that Class 186 would have not accepted the Plan
in accordance with section 1126 of the Bankruptcy Code, "Wind Guaranty
Distributive Assets" shall be reduced to include only that portion of Assets set
forth in Section 1.259(A) hereof.

        11.2 ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO BE
TREATED AS A CONVENIENCE CLAIM: Notwithstanding the provisions of Section 11.1
of the Plan, any holder of an Allowed Wind Guaranty Claim whose Allowed Wind
Guaranty Claim is more than Fifty Thousand Dollars ($50,000.00), and who elects
to reduce the amount of such Allowed Claim to Fifty Thousand Dollars
($50,000.00), shall, at such holder's option, be entitled to receive, based on
such Allowed Claim as so reduced, distributions pursuant to Article XVI hereof;
provided, however, that, under no circumstances, shall a holder of an Allowed
Wind Guaranty Claim receive aggregate distributions in accordance with the
provisions of Articles VII and XI of the Plan in excess of one hundred percent
(100%) of such holder's corresponding Allowed General Unsecured Claim. Such
election must be made on the Ballot and be received by the Debtors on or prior
to the Ballot Date. Any election made after the Ballot Date shall not be binding
upon the Debtors unless the Ballot Date is expressly waived, in writing, by the
Debtors; provided, however, that, under no circumstances, may such waiver by the
Debtors occur on or after the Effective Date.


                                       45

                                   ARTICLE XII

                           PROVISIONS FOR TREATMENT OF
                         ENA GUARANTY CLAIMS (CLASS 187)

        12.1 TREATMENT OF ENA GUARANTY CLAIMS (CLASS 187) : Commencing on the
Effective Date and subject to the provisions of Section 12.2 hereof, each holder
of an Allowed ENA Guaranty Claim shall be entitled to receive on account of such
Allowed ENA Guaranty Claim distributions in an aggregate amount equal to such
holder's Pro Rata Share of the ENA Guaranty Distributive Assets; provided,
however, that, under no circumstances, shall a holder of an Allowed ENA Guaranty
Claim receive aggregate distributions in accordance with the provisions of
Articles VII and XII of the Plan in excess of one hundred percent (100%) of such
holder's corresponding Allowed General Unsecured Claim; and, provided, further,
that, in the event that the holders of Allowed ENA Guaranty Claims do not vote
to accept the Plan such that Class 187 would have not accepted the Plan in
accordance with section 1126 of the Bankruptcy Code, "ENA Guaranty Distributive
Assets" shall be reduced to include only that portion of Assets set forth in
Section 1.98(A) hereof.

        12.2 ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO BE
TREATED AS A CONVENIENCE CLAIM: Notwithstanding the provisions of Section 12.1
of the Plan, any holder of an Allowed ENA Guaranty Claim whose Allowed ENA
Guaranty Claim is more than Fifty Thousand Dollars ($50,000.00), and who elects
to reduce the amount of such Allowed Claim to Fifty Thousand Dollars
($50,000.00), shall, at such holder's option, be entitled to receive, based on
such Allowed Claim as so reduced, distributions pursuant to Article XVI hereof;
provided, however, that, under no circumstances, shall a holder of an Allowed
ENA Guaranty Claim receive aggregate distributions in accordance with the
provisions of Articles VII and XII of the Plan in excess of one hundred percent
(100%) of such holder's corresponding Allowed General Unsecured Claim. Such
election must be made on the Ballot and be received by the Debtors on or prior
to the Ballot Date. Any election made after the Ballot Date shall not be binding
upon the Debtors unless the Ballot Date is expressly waived, in writing, by the
Debtors; provided, however, that, under no circumstances, may such waiver by the
Debtors occur on or after the Effective Date.

                                  ARTICLE XIII

                           PROVISIONS FOR TREATMENT OF
                        ACFI GUARANTY CLAIMS (CLASS 188)

        13.1 TREATMENT OF ACFI GUARANTY CLAIMS (CLASS 188) : Commencing on the
Effective Date and subject to the provisions of Section 13.2 hereof, each holder
of an Allowed ACFI Guaranty Claim shall be entitled to receive on account of
such Allowed ACFI Guaranty Claim distributions in an aggregate amount equal to
such holder's Pro Rata Share of the ACFI Guaranty Distributive Assets; provided,
however, that, under no circumstances, shall a holder of an Allowed ACFI
Guaranty Claim receive aggregate distributions in accordance with the provisions
of Articles VII and XIII of the Plan in excess of one hundred percent (100%) of
such holder's corresponding Allowed General Unsecured Claim; and, provided,
further, that, in the event that the holders of Allowed ACFI Guaranty Claims do
not vote to accept the Plan such that


                                       46

Class 188 would have not accepted the Plan in accordance with section 1126 of
the Bankruptcy Code, "ACFI Guaranty Distributive Assets" shall be reduced to
include only that portion of Assets set forth in Section 1.4(A) hereof.

        13.2 ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO BE
TREATED AS A CONVENIENCE CLAIM: Notwithstanding the provisions of Section 13.1
of the Plan, any holder of an Allowed ACFI Guaranty Claim whose Allowed ACFI
Guaranty Claim is more than Fifty Thousand Dollars ($50,000.00), and who elects
to reduce the amount of such Allowed Claim to Fifty Thousand Dollars
($50,000.00), shall, at such holder's option, be entitled to receive, based on
such Allowed Claim as so reduced, distributions pursuant to Article XVI hereof;
provided, however, that, under no circumstances, shall a holder of an Allowed
ACFI Guaranty Claim receive aggregate distributions in accordance with the
provisions of Articles VII and XIII of the Plan in excess of one hundred percent
(100%) of such holder's corresponding Allowed General Unsecured Claim. Such
election must be made on the Ballot and be received by the Debtors on or prior
to the Ballot Date. Any election made after the Ballot Date shall not be binding
upon the Debtors unless the Ballot Date is expressly waived, in writing, by the
Debtors; provided, however, that, under no circumstances, may such waiver by the
Debtors occur on or after the Effective Date.

                                   ARTICLE XIV

                           PROVISIONS FOR TREATMENT OF
                         EPC GUARANTY CLAIMS (CLASS 189)

        14.1 TREATMENT OF EPC GUARANTY CLAIMS (CLASS 189) : Commencing on the
Effective Date and subject to the provisions of Section 14.2 hereof, each holder
of an Allowed EPC Guaranty Claim shall be entitled to receive on account of such
Allowed EPC Guaranty Claim distributions in an aggregate amount equal to such
holder's Pro Rata Share of the EPC Guaranty Distributive Assets; provided,
however, that, under no circumstances, shall a holder of an Allowed EPC Guaranty
Claim receive aggregate distributions in accordance with the provisions of
Articles VII and XIV of the Plan in excess of one hundred percent (100%) of such
holder's corresponding Allowed General Unsecured Claim; and, provided, further,
that, in the event that the holders of Allowed EPC Guaranty Claims do not vote
to accept the Plan such that Class 189 would have not accepted the Plan in
accordance with section 1126 of the Bankruptcy Code, "EPC Guaranty Distributive
Assets" shall be reduced to include only that portion of Assets set forth in
Section 1.124(A) hereof.

        14.2 ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO BE
TREATED AS A CONVENIENCE CLAIM: Notwithstanding the provisions of Section 14.1
of the Plan, any holder of an Allowed EPC Guaranty Claim whose Allowed EPC
Guaranty Claim is more than Fifty Thousand Dollars ($50,000.00), and who elects
to reduce the amount of such Allowed Claim to Fifty Thousand Dollars
($50,000.00), shall, at such holder's option, be entitled to receive, based on
such Allowed Claim as so reduced, distributions pursuant to Article XVI hereof;
provided, however, that, under no circumstances, shall a holder of an Allowed
ACFI Guaranty Claim receive aggregate distributions in accordance with the
provisions of Articles VII and XIV of the Plan in excess of one hundred percent
(100%) of such holder's corresponding Allowed General Unsecured Claim. Such
election must be made on the Ballot and be received by the Debtors on


                                       47

or prior to the Ballot Date. Any election made after the Ballot Date shall not
be binding upon the Debtors unless the Ballot Date is expressly waived, in
writing, by the Debtors; provided, however, that, under no circumstances, may
such waiver by the Debtors occur on or after the Effective Date.

                                   ARTICLE XV

                           PROVISIONS FOR TREATMENT OF
                         INTERCOMPANY CLAIMS (CLASS 190)

        15.1 TREATMENT OF INTERCOMPANY CLAIMS (CLASS 190) : Commencing on the
Effective Date, each Debtor which is a holder of an Allowed Intercompany Claim
shall be deemed to be entitled to receive on account of such Allowed
Intercompany Claim allocations in an aggregate amount equal to such holder's Pro
Rata Share of the Intercompany Distributive Assets and such allocations shall be
redistributed to holders of Allowed Claims in accordance with the provisions of
Articles VII through IX and XVII through XX hereof.

                                   ARTICLE XVI

                           PROVISIONS FOR TREATMENT OF
                      CONVENIENCE CLAIMS (CLASSES 191-375)

        16.1 TREATMENT OF CONVENIENCE CLAIMS (CLASSES 191 THROUGH 375): On the
Effective Date or as soon as practicable thereafter, and except as provided in
Section 16.2 hereof, each holder of an Allowed Convenience Claim against a
Debtor shall receive Cash in an amount equal to the applicable Convenience Claim
Distribution Percentage of such Allowed Convenience Claim.

        16.2 PLAN CURRENCY OPPORTUNITY: Notwithstanding the provisions of this
Article XVI, any holder of an Allowed Convenience Claim against a Debtor may
elect to have such holder's Claim treated as a General Unsecured Claim or a
Guaranty Claim against such Debtor in accordance with the respective provisions
of Articles VII, X, XI, XII, XIII and XIV hereof. Such election must be made on
the Ballot and be received by the Debtors on or prior to the Ballot Date. Any
election made after the Ballot date shall not be binding upon the Debtors unless
the Ballot Date is expressly waived, in writing, by the Debtors; provided,
however, that, under no circumstances, may such waiver by the Debtors occur on
or after the Effective Date.

                                  ARTICLE XVII

                           PROVISION FOR TREATMENT OF
                     SUBORDINATED CLAIMS (CLASSES 376 - 382)

        17.1 TREATMENT OF ALLOWED SUBORDINATED CLAIMS (CLASSES 376 THROUGH 382):
Except as otherwise provided in Section 17.2 of the Plan, each holder of an
Allowed Subordinated Claim shall receive no distribution for and on account of
such Claim.

        17.2 CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY: Notwithstanding
anything contained herein to the contrary, in the event that Cash and Plan
Securities are deemed


                                       48

redistributed to a holder of an Allowed Subordinated Claim in accordance with
the provisions of Sections 7.5, 8.2 and 9.2 of the Plan, such redistribution
shall be made to holders of Allowed Subordinated Claims in the following order
of priority, until such Claims are paid, or deemed paid in full, in Cash, or
through the value of the Plan Securities so distributed: (a) holders of Allowed
Section 510 Enron Senior Notes Claims and Allowed Section 510 Enron Subordinated
Debenture Claims; (b) holders of Allowed Penalty Claims and Allowed Other
Subordinated Claims; (c) holders of Allowed Section 510 Enron Preferred Equity
Interest Claims; (d) holders of Allowed Enron Preferred Equity Interests and
Allowed Enron TOPRS Subordinated Guaranty Claims; and (e) holders of Allowed
Section 510 Enron Common Equity Interest Claims and Allowed Enron Common Equity
Interests in accordance with the provisions of the documents, instruments and
agreements governing such Equity Interests, including, without limitation, the
contractual subordination provisions set forth therein and the Bankruptcy Code.

                                  ARTICLE XVIII

                           PROVISIONS FOR TREATMENT OF
                  ENRON PREFERRED EQUITY INTERESTS (CLASS 383)

        18.1 TREATMENT OF ALLOWED ENRON PREFERRED EQUITY INTERESTS (CLASS 383):
Except as otherwise provided in Section 18.2 of the Plan, on the Effective Date,
each holder of an Allowed Enron Preferred Equity Interest shall be entitled to
receive such holder's Pro Rata Share of the separate class of Preferred Equity
Trust Interests relating to such holder's class of Exchanged Enron Preferred
Stock to be allocated pursuant to Article XXVI of the Plan. For purposes of this
Section 18.1, a holder's class of Exchanged Enron Preferred Stock is the class
of Exchanged Enron Preferred Stock to be issued in lieu of such holder's class
of Enron Preferred Equity Interest.

        18.2 CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY: Notwithstanding
anything contained herein to the contrary, in the event that (a) Cash and Plan
Securities are deemed redistributed to a holder of an Allowed Enron Preferred
Equity Interest, and, as a result of the issuance and transfer of the Exchanged
Enron Preferred Stock, to the Preferred Equity Trustee for and on behalf of the
holders of Preferred Equity Trust Interests, in accordance with the provisions
of Sections 7.5, 8.2, 9.2 and 17.2 of the Plan, and (b) the sum of such
distributions to such holder are equal or in excess of to one hundred percent
(100%) of such holder's Allowed Enron Preferred Equity Interests, then, the Cash
and Plan Securities remaining to be distributed to such holder in excess of such
one hundred percent (100%) shall be deemed redistributed to holders of Allowed
Section 510 Enron Common Equity Interest Claims and Allowed Enron Common Equity
Interests in accordance with the provisions of the documents, instruments and
agreements governing such Equity Interests, including, without limitation, the
contractual subordination provisions set forth therein, and the Bankruptcy Code.

        18.3 CANCELLATION OF ENRON PREFERRED EQUITY INTERESTS AND EXCHANGED
ENRON PREFERRED STOCK: On the Effective Date, the Enron Preferred Equity
Interests shall be deemed cancelled and of no force and effect and the Exchanged
Enron Preferred Stock shall be issued in lieu thereof. On the later to occur of
(a) the entry of a Final Order resolving all Claims in the Chapter 11 Cases and
(b) the final distribution made to holders of Allowed Claims and Allowed Equity
Interests in accordance with Article XXXII of the Plan, the Exchanged Enron
Preferred


                                       49

Stock shall be deemed extinguished and the certificates and all other documents
representing such Equity Interests shall be deemed cancelled and of no force and
effect.

                                   ARTICLE XIX

                           PROVISION FOR TREATMENT OF
                    ENRON COMMON EQUITY INTERESTS (CLASS 384)

        19.1 TREATMENT OF ALLOWED ENRON COMMON EQUITY INTERESTS (CLASS 384):
Except as otherwise provided in Section 19.2 of the Plan, on the Effective Date,
each holder of an Allowed Enron Common Equity Interest shall be entitled to
receive such holder's Pro Rata Share of Common Equity Trust Interests to be
allocated pursuant to Article XXVII of the Plan.

        19.2 CONTINGENT DISTRIBUTION TO COMMON EQUITY TRUST: Notwithstanding
anything contained herein to the contrary, in the event that Cash and Plan
Securities are deemed redistributed to a holder of an Allowed Enron Common
Equity Interest in accordance with the provisions of Sections 7.5, 8.2, 9.2,
17.2 and 18.2 of the Plan, as a result of the issuance and transfer of Exchanged
Enron Common Stock, all distributions in respect of the Exchanged Enron Common
Stock shall be made to the Common Equity Trustee for and on behalf of the
holders of Common Equity Trust Interests.

        19.3 CANCELLATION OF ENRON COMMON EQUITY INTERESTS AND EXCHANGED ENRON
COMMON Stock: On the Effective Date, the Enron Common Equity Interests shall be
deemed cancelled and of no force and effect and the Exchanged Enron Common Stock
shall be issued in lieu thereof. On the later to occur of (a) the entry of a
Final Order resolving all Claims in the Chapter 11 Cases and (b) the final
distribution made to holders of Allowed Claims and Allowed Equity Interests in
accordance with Article XXXII of the Plan, the Exchanged Enron Common Stock
shall be deemed extinguished and the certificates and all other documents
representing such Equity Interests shall be deemed cancelled and of no force and
effect.

                                   ARTICLE XX

                           PROVISIONS FOR TREATMENT OF
                       OTHER EQUITY INTERESTS (CLASS 385)

        20.1 CANCELLATION OF OTHER EQUITY INTERESTS (CLASS 385): On the latest
to occur of (1) the Effective Date, (2) the entry of a Final Order resolving all
Claims in the Chapter 11 Cases and (3) the final distribution made to holders of
Allowed Claims and Allowed Equity Interests in accordance with Article XXXII of
the Plan, unless otherwise determined by the Debtors and the Creditors'
Committee, (a) all Other Equity Interests shall be deemed extinguished and the
certificates and all other documents representing such Equity Interests shall be
deemed cancelled and of no force and effect and (b) the Reorganized Debtor Plan
Administrator shall administer the assets of such Entity in accordance with the
provisions of Article XXXVI hereof; provided, however, that no Other Equity
Interests shall be cancelled if the result of such cancellation shall adversely
economically impact the estate of any Debtor.


                                       50

                                   ARTICLE XXI

                           PROVISIONS FOR TREATMENT OF
                         DISPUTED CLAIMS UNDER THE PLAN

        21.1 OBJECTIONS TO CLAIMS; PROSECUTION OF DISPUTED CLAIMS: The
Reorganized Debtors shall object to the allowance of Claims or Equity Interests
filed with the Bankruptcy Court with respect to which they dispute liability,
priority or amount, including, without limitation, objections to Claims which
have been assigned and the assertion of the doctrine of equitable subordination
with respect thereto. All objections shall be litigated to Final Order;
provided, however, that the Reorganized Debtors (within such parameters as may
be established by the Board of Directors of the Reorganized Debtors) shall have
the authority to file, settle, compromise or withdraw any objections to Claims
or Equity Interests. Unless otherwise ordered by the Bankruptcy Court, the
Reorganized Debtors shall file and serve all objections to Claims as soon as
practicable, but in no event later than two hundred forty (240) days following
the Confirmation Date or such later date as may be approved by the Bankruptcy
Court.

        21.2 ESTIMATION OF CLAIMS: Unless otherwise limited by a Final Order of
the Bankruptcy Court, the Reorganized Debtors may at any time request the
Bankruptcy Court to estimate for final distribution purposes any contingent,
unliquidated or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code
regardless of whether the Debtors or the Reorganized Debtors previously objected
to such Claim, and the Bankruptcy Court will retain jurisdiction to estimate any
Claim at any time during litigation concerning any objection to any Claim,
including, without limitation, during the pendency of any appeal relating to any
such objection. In the event that the Bankruptcy Court estimates any contingent,
unliquidated or Disputed Claim, the estimated amount shall constitute either the
allowed amount of such Claim or a maximum limitation on such Claim, as
determined by the Bankruptcy Court; provided, however, that, if the estimate
constitutes the maximum limitation on such Claim, the Debtors or the Reorganized
Debtors, as the case may be, may elect to pursue supplemental proceedings to
object to any ultimate allowance of such Claim. All of the aforementioned Claims
objection, estimation and resolution procedures are cumulative and not
necessarily exclusive of one another.

        21.3   PAYMENTS AND DISTRIBUTIONS ON DISPUTED CLAIMS:

               (a) Disputed Claims Reserve: From and after the Effective Date,
and until such time as all Disputed Claims have been compromised and settled or
determined by Final Order, the Disbursing Agent shall reserve and hold in escrow
for the benefit of each holder of a Disputed Claim, Cash, Plan Securities,
Operating Trust Interests, Remaining Asset Trust Interests, Litigation Trust
Interests and Special Litigation Trust Interests and any dividends, gains or
income attributable thereto, in an amount equal to the Pro Rata Share of
distributions which would have been made to the holder of such Disputed Claim if
it were an Allowed Claim in an amount equal to the lesser of (i) the Disputed
Claim Amount, (ii) the amount in which the Disputed Claim shall be estimated by
the Bankruptcy Court pursuant to section 502 of the Bankruptcy Code for purposes
of allowance, which amount, unless otherwise ordered by the Bankruptcy Court,
shall constitute and represent the maximum amount in which such Claim may
ultimately become an Allowed Claim or (iii) such other amount as may be agreed
upon by the holder of such Disputed Claim and the Reorganized Debtors; provided,
however, that, under no


                                       51

circumstances, shall a holder of an Allowed Guaranty Claim, Allowed Convenience
Claim or Allowed Intercompany Claim be entitled to distributions of Litigation
Trust Interests, Special Litigation Trusts Interests or the proceeds thereof.
Any Cash, Plan Securities, Operating Trust Interests, Remaining Asset Trust
Interests, Litigation Trust Interests and Special Litigation Trust Interests
reserved and held for the benefit of a holder of a Disputed Claim shall be
treated as a payment and reduction on account of such Disputed Claim for
purposes of computing any additional amounts to be paid in Cash or distributed
in Plan Securities in the event the Disputed Claim ultimately becomes an Allowed
Claim. Such Cash and any dividends, gains or income paid on account of Plan
Securities, Operating Trust Interests, Remaining Asset Trust Interests,
Litigation Trust Interests and Special Litigation Trust Interests reserved for
the benefit of holders of Disputed Claims shall be either (x) held by the
Disbursing Agent, in an interest-bearing account or (y) invested in
interest-bearing obligations issued by the United States Government, or by an
agency of the United States Government and guaranteed by the United States
Government, and having (in either case) a maturity of not more than thirty (30)
days, for the benefit of such holders pending determination of their entitlement
thereto under the terms of the Plan. No payments or distributions shall be made
with respect to all or any portion of any Disputed Claim pending the entire
resolution thereof by Final Order.

               (b) Allowance of Disputed Claims: At such time as a Disputed
Claim becomes, in whole or in part, an Allowed Claim, the Disbursing Agent shall
distribute to the holder thereof the distributions, if any, to which such holder
is then entitled under the Plan together with any interest which has accrued on
the amount of Cash and any dividends or distributions attributable to the Plan
Securities or Operating Trust Interests so reserved (net of any expenses,
including any taxes of the escrow, relating thereto), but only to the extent
that such interest is attributable to the amount of the Allowed Claim. Such
distribution, if any, shall be made as soon as practicable after the date that
the order or judgment of the Bankruptcy Court allowing such Disputed Claim
becomes a Final Order but in no event more than ninety (90) days thereafter. The
balance of any Cash previously reserved shall be included in Creditor Cash and
the balance of any Plan Securities and Operating Trust Interests previously
reserved shall be included in future calculations of Plan Securities to holders
of Allowed Claims.

               (c) Tax Treatment of Escrow: Subject to definitive guidance from
the IRS or a court of competent jurisdiction to the contrary (including the
receipt by the Disbursing Agent of a private letter ruling if the Disbursing
Agent so requests, or the receipt of an adverse determination by the IRS upon
audit if not contested by the Disbursing Agent), the Disbursing Agent shall (i)
treat the escrow as one or more discrete trusts (which may be composed of
separate and independent shares) for federal income tax purposes in accordance
with the trust provisions of the IRC (Sections 641 et seq.) and (ii) to the
extent permitted by applicable law, report consistent with the foregoing for
state and local income tax purposes. All holders of Allowed Claims and Allowed
Equity Interests shall report, for tax purposes, consistent with the foregoing.

               (d) Funding of Escrow's Tax Obligation: If the reserve created in
accordance with Section 21.3 (a) hereof has insufficient funds to pay any
applicable taxes imposed upon it or its assets, subject to the other provisions
contained herein, the Reorganized Debtors shall advance to the escrow the funds
necessary to pay such taxes (a "Tax Advance"), with such Tax Advances repayable
from future amounts otherwise receivable by the escrow pursuant to Section


                                       52

21.3 or otherwise. If and when a distribution is to be made from the escrow, the
distributee will be charged its pro rata portion of any outstanding Tax Advance
(including accrued interest). If a cash distribution is to be made to such
distributee, the Disbursing Agent shall be entitled to withhold from such
distributee's distribution the amount required to pay such portion of the Tax
Advance (including accrued interest). If such cash is insufficient to satisfy
the respective portion of the Tax Advance and there is also to be made to such
distributee a distribution of other Plan Currency or interests in the trusts to
be created hereunder, the distributee shall, as a condition to receiving such
other assets, pay in cash to the Disbursing Agent an amount equal to the
unsatisfied portion of the Tax Advance (including accrued interest). Failure to
make such payment shall entitle the Disbursing Agent to reduce and permanently
adjust the amounts that would otherwise be distributed to such distributee to
fairly compensate the Disputed Claims reserve created in accordance with Section
21.3(a) of the Plan for the unpaid portion of the Tax Advance (including accrued
interest).

                                  ARTICLE XXII

                              THE LITIGATION TRUST

        22.1 ESTABLISHMENT OF THE TRUST: On the Effective Date, the Debtors, on
their own behalf and on behalf of holders of Allowed Claims in Classes 3 through
180 shall execute the Litigation Trust Agreement and shall take all other steps
necessary to establish the Litigation Trust. On the Effective Date, and in
accordance with and pursuant to the terms of Section 22.4 of the Plan, the
Debtors shall transfer to the Litigation Trust all of their right, title, and
interest in the Litigation Trust Claims. In connection with the above-described
rights and causes of action, any attorney-client privilege, work-product
privilege, or other privilege or immunity attaching to any documents or
communications (whether written or oral) shall be transferred to the Litigation
Trust and shall vest in the Litigation Trustee and its representatives, and the
Debtors, the Debtors in Possession and the Litigation Trustee are authorized to
take all necessary actions to effectuate the transfer of such privileges.

        22.2 PURPOSE OF THE LITIGATION TRUST: The Litigation Trust shall be
established for the sole purpose of liquidating its assets, in accordance with
Treasury Regulation Section 301.7701-4(d), with no objective to continue or
engage in the conduct of a trade or business.

        22.3 FUNDING EXPENSES OF THE LITIGATION TRUST: In accordance with the
Litigation Trust Agreement and any agreements entered into in connection
therewith, on the Effective Date, the Debtors shall transfer such amounts of
Cash as jointly determined by the Debtors and the Creditors' Committee as
necessary to fund the operations of the Litigation Trust. The Debtors and the
Reorganized Debtors shall have no further obligation to provide any funding with
respect to the Litigation Trust.

        22.4   TRANSFER OF ASSETS:

               (a) The transfer of the Litigation Trust Claims to the Litigation
Trust shall be made, as provided herein, for the ratable benefit of the holders
of Allowed Claims in Classes 3 through 180, only to the extent such holders in
such Classes are entitled to distributions under the Plan. In partial
satisfaction of Allowed Claims in Classes 3 through 180, the Litigation Trust


                                       53

Claims shall be transferred to such holders of Allowed Claims, to be held by the
Debtors on their behalf. Immediately thereafter, on behalf of the holders of
Allowed Claims in Classes 3 through 180, the Debtors shall transfer such
Litigation Trust Claims to the Litigation Trust in exchange for Litigation Trust
Interests for the ratable benefit of holders of Allowed Claims in Classes 3
through 180, in accordance with the Plan. Upon the transfer of the Litigation
Trust Claims, the Debtors shall have no interest in or with respect to the
Litigation Trust Claims or the Litigation Trust.

               (b) For all federal income tax purposes, all parties (including,
without limitation, the Debtors, the Litigation Trustee and the beneficiaries of
the Litigation Trust) shall treat the transfer of assets to the Litigation Trust
in accordance with the terms of the Plan, as a transfer to the holders of
Allowed Claims in Classes 3 through 180, followed by a transfer by such holders
to the Litigation Trust and the beneficiaries of the Litigation Trust shall be
treated as the grantors and owners thereof.

        22.5 VALUATION OF ASSETS: As soon as possible after the Effective Date,
but in no event later than thirty (30) days thereafter, the Litigation Trust
Board shall inform, in writing, the Litigation Trustee of the value of the
assets transferred to the Litigation Trust, based on the good faith
determination of the Litigation Trust Board, and the Litigation Trustee shall
apprise, in writing, the beneficiaries of the Litigation Trust of such
valuation. The valuation shall be used consistently by all parties (including
the Debtors, the Reorganized Debtors, the Litigation Trustee and the
beneficiaries of the Litigation Trust) for all federal income tax purposes.

        22.6   LITIGATION; RESPONSIBILITIES OF LITIGATION TRUSTEE:

               (a) The Litigation Trustee, upon direction by the Litigation
Trust Board and the exercise of their collective reasonable business judgment,
shall, in an expeditious but orderly manner, liquidate and convert to Cash the
assets of the Litigation Trust, make timely distributions and not unduly prolong
the duration of the Litigation Trust. The liquidation of the Litigation Trust
Claims may be accomplished either through the prosecution, compromise and
settlement, abandonment or dismissal of any or all claims, rights or causes of
action, or otherwise. The Litigation Trustee, upon direction by the Litigation
Trust Board, shall have the absolute right to pursue or not to pursue any and
all Litigation Trust Claims as it determines is in the best interests of the
beneficiaries of the Litigation Trust, and consistent with the purposes of the
Litigation Trust, and shall have no liability for the outcome of its decision
except for any damages caused by willful misconduct or gross negligence. The
Litigation Trustee may incur any reasonable and necessary expenses in
liquidating and converting the assets to Cash and shall be reimbursed in
accordance with the provisions of the Litigation Trust Agreement.

               (b) The Litigation Trustee shall be named in the Confirmation
Order or in the Litigation Trust Agreement and shall have the power (i) to
prosecute for the benefit of the Litigation Trust all claims, rights and causes
of action transferred to the Litigation Trust (whether such suits are brought in
the name of the Litigation Trust or otherwise), and (ii) to otherwise perform
the functions and take the actions provided for or permitted herein or in any
other agreement executed by the Litigation Trustee pursuant to the Plan. Any and
all proceeds generated from such claims, rights, and causes of action shall be
the property of the Litigation Trust.


                                       54

        22.7 INVESTMENT POWERS: The right and power of the Litigation Trustee to
invest assets transferred to the Litigation Trust, the proceeds thereof, or any
income earned by the Litigation Trust, shall be limited to the right and power
to invest such assets (pending periodic distributions in accordance with Section
22.8 of the Plan) in Cash Equivalents; provided, however, that (a) the scope of
any such permissible investments shall be limited to include only those
investments, or shall be expanded to include any additional investments, as the
case may be, that a liquidating trust, within the meaning of Treasury Regulation
Section 301.7701-4(d) may be permitted to hold, pursuant to the Treasury
Regulations, or any modification in the IRS guidelines, whether set forth in IRS
rulings, other IRS pronouncements or otherwise, and (b) the Litigation Trustee
may expend the assets of the Litigation Trust (i) as reasonably necessary to
meet contingent liabilities and to maintain the value of the assets of the
Litigation Trust during liquidation, (ii) to pay reasonable administrative
expenses (including, but not limited to, any taxes imposed on the Litigation
Trust or fees and expenses in connection with litigation), and (iii) to satisfy
other liabilities incurred or assumed by the Litigation Trust (or to which the
assets are otherwise subject) in accordance with the Plan or the Litigation
Trust Agreement; and, provided, further, that, under no circumstances, shall the
Litigation Trust segregate the assets of the Litigation Trust on the basis of
classification of the holders of Litigation Trust Interests, other than with
respect to distributions to be made on account of Disputed Claims and Disputed
Equity Interests in accordance with the provisions hereof.

        22.8 ANNUAL DISTRIBUTION; WITHHOLDING: The Litigation Trustee shall
distribute at least annually to the holders of Litigation Trust Interests all
net cash income plus all net cash proceeds from the liquidation of assets
(including as Cash for this purpose, all Cash Equivalents); provided, however,
that the Litigation Trust may retain such amounts (i) as are reasonably
necessary to meet contingent liabilities and to maintain the value of the assets
of the Litigation Trust during liquidation, (ii) to pay reasonable
administrative expenses (including any taxes imposed on the Litigation Trust or
in respect of the assets of the Litigation Trust), and (iii) to satisfy other
liabilities incurred or assumed by the Litigation Trust (or to which the assets
are otherwise subject) in accordance with the Plan or the Litigation Trust
Agreement. All such distributions shall be pro rata based on the number of
Litigation Trust Interests held by a holder compared with the aggregate number
of Litigation Trust Interests outstanding, subject to the terms of the Plan and
the Litigation Trust Agreement. The Litigation Trustee may withhold from amounts
distributable to any Person any and all amounts, determined in the Litigation
Trustee's reasonable sole discretion, to be required by any law, regulation,
rule, ruling, directive or other governmental requirement.

        22.9   REPORTING DUTIES:

               (a) Federal Income Tax: Subject to definitive guidance from the
IRS or a court of competent jurisdiction to the contrary (including the receipt
by the Litigation Trustee of a private letter ruling if the Litigation Trustee
so requests one, or the receipt of an adverse determination by the IRS upon
audit if not contested by the Litigation Trustee), the Litigation Trustee shall
file returns for the Litigation Trust as a grantor trust pursuant to Treasury
Regulation Section 1.671-4(a). The Litigation Trustee shall also annually send
to each holder of a Litigation Trust Interest a separate statement setting forth
the holder's share of items of income, gain, loss, deduction or credit and will
instruct all such holders to report such items on their federal income tax
returns.


                                       55

               (b) Allocations of Litigation Trust Taxable Income: Allocations
of Litigation Trust taxable income shall be determined by reference to the
manner in which an amount of cash equal to such taxable income would be
distributed (without regard to any restrictions on distributions described
herein) if, immediately prior to such deemed distribution, the Litigation Trust
had distributed all of its other assets (valued for this purpose at their tax
book value) to the holders of the Litigation Trust Interests, taking into
account all prior and concurrent distributions from the Litigation Trust
(including all distributions held in escrow pending the resolution of Disputed
Claims). Similarly, taxable loss of the Litigation Trust will be allocated by
reference to the manner in which an economic loss would be borne immediately
after a liquidating distribution of the remaining Litigation Trust Claims. The
tax book value of the Litigation Trust Claims for this purpose shall equal their
fair market value on the Effective Date or, if later, the date such assets were
acquired by the Litigation Trust, adjusted in either case in accordance with tax
accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.

               (c) Other: The Litigation Trustee shall file (or cause to be
filed) any other statements, returns or disclosures relating to the Litigation
Trust that are required by any governmental unit.

        22.10 TRUST IMPLEMENTATION: On the Effective Date, the Litigation Trust
shall be established and become effective for the benefit of Allowed Claims in
Classes 3 through 180. The Litigation Trust Agreement shall be filed in the Plan
Supplement and shall contain provisions customary to trust agreements utilized
in comparable circumstances, including, but not limited to, any and all
provisions necessary to ensure the continued treatment of the Litigation Trust
as a grantor trust for federal income tax purposes. All parties (including the
Debtors, the Litigation Trustee and holders of Allowed Claims in Classes 3
through 180) shall execute any documents or other instruments as necessary to
cause title to the applicable assets to be transferred to the Litigation Trust.

        22.11 REGISTRY OF BENEFICIAL INTERESTS: The Litigation Trustee shall
maintain a registry of the holders of Litigation Trust Interests.

        22.12 TERMINATION: The Litigation Trust shall terminate no later than
the fifth (5th) anniversary of the Effective Date; provided, however, that, on
or prior to the date three (3) months prior to such termination, the Bankruptcy
Court, upon motion by a party in interest, may extend the term of the Litigation
Trust if it is necessary to the liquidation of the Litigation Trust Claims.
Notwithstanding the foregoing, multiple extensions can be obtained so long as
Bankruptcy Court approval is obtained at least three (3) months prior to the
expiration of each extended term.

        22.13  NET LITIGATION TRUST RECOVERY/ASSIGNMENT OF CLAIMS:

               (a) Net Judgment: Notwithstanding anything contained herein to
the contrary, in the event that a defendant in a litigation brought by the
Litigation Trustee for and on behalf of the Litigation Trust (i) is required by
a Final Order to make payment to the Litigation Trust (the "Judgment Amount"),
and (ii) is permitted by a Final Order to assert a right of setoff under section
553 of the Bankruptcy Code or applicable non-bankruptcy law against the Judgment


                                       56

Amount (a "Valid Setoff"), (y) such defendant shall be obligated to pay only the
excess, if any, of the amount of the Judgment Amount over the Valid Setoff and
(z) none of the Litigation Trust, the holders or beneficiaries of the Litigation
Trust Interests shall be entitled to assert a claim against the Debtors or the
Reorganized Debtors with respect to the Valid Setoff.

               (b) Assignment: Notwithstanding anything contained herein to the
contrary, in the event that a compromise and settlement of a Litigation Trust
Claim or a Final Order with respect to a Litigation Trust Claim provides for a
waiver, subordination or disallowance of a defendant's Claim or Claims against
one or more of the Debtors, for purposes of computing amounts of distributions,
(i) such Claim shall be deemed allowed in the amount determined by the
Bankruptcy Court by Final Order, (ii) such defendant shall be deemed to have
assigned such Claim or Claims and right to receive distributions in accordance
with the Plan to the Litigation Trust, (iii) the Disbursing Agent shall make
distributions with respect to such Allowed Claims to the Litigation Trust and
(iv) such defendant shall not be entitled to receive distributions from the
Litigation Trust on account thereof.

               (c) Multiple Recoveries: In the event that any avoidance or
recovery action commenced in accordance with sections 541, 544, 545, 547, 548,
549, 550, 551 and 553 of the Bankruptcy Code is compromised and settled in
connection with a Litigation Trust Claim, the proceeds of any recovery, waiver,
subordination or disallowance resulting from such compromise and settlement
shall be allocated first to the Debtor or Debtors entitled to recovery in
accordance with Section 28.1 of the Plan and then to the Litigation Trust.

                                  ARTICLE XXIII

                          THE SPECIAL LITIGATION TRUST

        23.1 ESTABLISHMENT OF THE TRUST: On the Effective Date, the Debtors, on
their own behalf and on behalf of holders of Allowed Claims in Classes 3 through
180 shall execute the Special Litigation Trust Agreement and shall take all
other steps necessary to establish the Special Litigation Trust. On the
Effective Date, and in accordance with and pursuant to the terms of Section 23.4
of the Plan, the Debtors shall transfer to the Special Litigation Trust all of
their right, title, and interest in the Special Litigation Trust Claims. In
connection with the above-described rights and causes of action, any
attorney-client privilege, work-product privilege, or other privilege or
immunity attaching to any documents or communications (whether written or oral)
transferred to the Special Litigation Trust shall vest in the Special Litigation
Trustee and its representatives, and the Debtors and the Special Litigation
Trustee are authorized to take all necessary actions to effectuate the transfer
of such privileges.

        23.2 PURPOSE OF THE SPECIAL LITIGATION TRUST: The Special Litigation
Trust shall be established for the sole purpose of liquidating its assets, in
accordance with Treasury Regulation Section 301.7701-4(d), with no objective to
continue or engage in the conduct of a trade or business.

        23.3 FUNDING EXPENSES OF THE SPECIAL LITIGATION TRUST: In accordance
with the Special Litigation Trust Agreement and any agreements entered into in
connection therewith, on the Effective Date, the Debtors shall transfer such
amounts of Cash as jointly determined by the


                                       57

Debtors and the Creditors' Committee as necessary to fund the operations of the
Special Litigation Trust. The Debtors and the Reorganized Debtors shall have no
further obligation to provide any funding with respect to the Special Litigation
Trust.

        23.4   TRANSFER OF ASSETS:

               (a) The transfer of the Special Litigation Trust Claims to the
Special Litigation Trust shall be made, as provided herein, for the ratable
benefit of the holders of Allowed Claims in Classes 3 through 180, only to the
extent such holders in such Classes are entitled to distributions under the
Plan. In partial satisfaction of Allowed Claims in Classes 3 through 180, the
Special Litigation Trust Claims shall be transferred to such holders of Allowed
Claims, to be held by the Debtors on their behalf. Immediately thereafter, on
behalf of the holders of Allowed Claims in Classes 3 through 180, the Debtors
shall transfer such Special Litigation Trust Claims to the Special Litigation
Trust in exchange for Special Litigation Trust Interests for the ratable benefit
of holders of Allowed Claims in Classes 3 through 180, in accordance with the
Plan. Upon the transfer of the Special Litigation Trust Claims, the Debtors
shall have no interest in or with respect to the Special Litigation Trust Claims
or the Special Litigation Trust.

               (b) For all federal income tax purposes, all parties (including,
without limitation, the Debtors, the Special Litigation Trustee and the
beneficiaries of the Special Litigation Trust) shall treat the transfer of
assets to the Special Litigation Trust in accordance with the terms of the Plan,
as a transfer to the holders of Allowed Claims in Classes 3 through 180,
followed by a transfer by such holders to the Special Litigation Trust and the
beneficiaries of the Special Litigation Trust shall be treated as the grantors
and owners thereof.

        23.5 VALUATION OF ASSETS: As soon as possible after the Effective Date,
but in no event later than thirty (30) days thereafter, the Special Litigation
Trust Board shall inform, in writing, the Special Litigation Trustee of the
value of the assets transferred to the Special Litigation Trust, based on the
good faith determination of the Special Litigation Trust Board, and the Special
Litigation Trustee shall apprise, in writing, the beneficiaries of the Special
Litigation Trust of such valuation. The valuation shall be used consistently by
all parties (including the Debtors, the Reorganized Debtors, the Special
Litigation Trustee and the beneficiaries of the Special Litigation Trust) for
all federal income tax purposes.

        23.6 LITIGATION OF ASSETS; RESPONSIBILITIES OF SPECIAL LITIGATION
TRUSTEE:

               (a) The Special Litigation Trustee, upon direction by the Special
Litigation Trust Board and the exercise of their collective reasonable business
judgment, shall, in an expeditious but orderly manner, liquidate and convert to
Cash the assets of the Special Litigation Trust, make timely distributions and
not unduly prolong the duration of the Special Litigation Trust. The liquidation
of the Special Litigation Trust Claims may be accomplished either through the
prosecution, compromise and settlement, abandonment or dismissal of any or all
claims, rights or causes of action, or otherwise. The Special Litigation
Trustee, upon direction by the Special Litigation Trust Board, shall have the
absolute right to pursue or not to pursue any and all claims, rights, or causes
of action, as it determines is in the best interests of the beneficiaries of the
Special Litigation Trust, and consistent with the purposes of the Special


                                       58

Litigation Trust, and shall have no liability for the outcome of its decision
except for any damages caused by willful misconduct or gross negligence. The
Special Litigation Trustee may incur any reasonable and necessary expenses in
liquidating and converting the assets to Cash.

               (b) The Special Litigation Trustee shall be named in the
Confirmation Order or in the Special Litigation Trust Agreement and shall have
the power (i) to prosecute for the benefit of the Special Litigation Trust all
claims, rights and causes of action transferred to the Special Litigation Trust
(whether such suits are brought in the name of the Special Litigation Trust or
otherwise), and (ii) to otherwise perform the functions and take the actions
provided for or permitted herein or in any other agreement executed by the
Special Litigation Trustee pursuant to the Plan. Any and all proceeds generated
from such claims, rights, and causes of action shall be the property of the
Special Litigation Trust.

        23.7 INVESTMENT POWERS: The right and power of the Special Litigation
Trustee to invest assets transferred to the Special Litigation Trust, the
proceeds thereof, or any income earned by the Special Litigation Trust, shall be
limited to the right and power to invest such assets (pending periodic
distributions in accordance with Section 23.8 of the Plan) in Cash Equivalents;
provided, however, that (a) the scope of any such permissible investments shall
be limited to include only those investments, or shall be expanded to include
any additional investments, as the case may be, that a liquidating trust, within
the meaning of Treasury Regulation Section 301.7701-4(d) may be permitted to
hold, pursuant to the Treasury Regulations, or any modification in the IRS
guidelines, whether set forth in IRS rulings, other IRS pronouncements or
otherwise, and (b) the Special Litigation Trustee may expend the assets of the
Special Litigation Trust (i) as reasonably necessary to meet contingent
liabilities and to maintain the value of the assets of the Special Litigation
Trust during liquidation, (ii) to pay reasonable administrative expenses
(including, but not limited to, any taxes imposed on the Special Litigation
Trust or fees and expenses in connection with litigation), and (iii) to satisfy
other liabilities incurred or assumed by the Special Litigation Trust (or to
which the assets are otherwise subject) in accordance with the Plan or the
Special Litigation Trust Agreement; and, provided, further, that, under no
circumstances, shall the Special Litigation Trust segregate the assets of the
Special Litigation Trust on the basis of classification of the holders of
Special Litigation Trust Interests, other than with respect to distributions to
be made on account of Disputed Claims and Disputed Equity Interests in
accordance with the provisions hereof.

        23.8 ANNUAL DISTRIBUTION; WITHHOLDING: The Special Litigation Trustee
shall distribute at least annually to the holders of Special Litigation Trust
Interests all net cash income plus all net cash proceeds from the liquidation of
assets (including as Cash for this purpose, all Cash Equivalents); provided,
however, that the Special Litigation Trust may retain such amounts (i) as are
reasonably necessary to meet contingent liabilities and to maintain the value of
the assets of the Special Litigation Trust during liquidation, (ii) to pay
reasonable administrative expenses (including any taxes imposed on the Special
Litigation Trust or in respect of the assets of the Special Litigation Trust),
and (iii) to satisfy other liabilities incurred or assumed by the Special
Litigation Trust (or to which the assets are otherwise subject) in accordance
with the Plan or the Special Litigation Trust Agreement. All such distributions
shall be pro rata based on the number of Special Litigation Trust Interests held
by a holder compared with the aggregate number of Special Litigation Trust
Interests outstanding, subject to the terms of the Plan and the Special
Litigation Trust Agreement. The Special Litigation Trustee may withhold from
amounts


                                       59

distributable to any Person any and all amounts, determined in the Special
Litigation Trustee's reasonable sole discretion, to be required by any law,
regulation, rule, ruling, directive or other governmental requirement.

        23.9   REPORTING DUTIES:

               (a) Federal Income Tax: Subject to definitive guidance from the
IRS or a court of competent jurisdiction to the contrary (including the receipt
by the Special Litigation Trustee of a private letter ruling if the Special
Litigation Trustee so requests one, or the receipt of an adverse determination
by the IRS upon audit if not contested by the Special Litigation Trustee), the
Special Litigation Trustee shall file returns for the Special Litigation Trust
as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a). The
Special Litigation Trustee shall also annually send to each holder of a Special
Litigation Trust Interest a separate statement setting forth the holder's share
of items of income, gain, loss, deduction or credit and shall instruct all such
holders to report such items on their federal income tax returns.

               (b) Allocations of Special Litigation Trust Taxable Income:
Allocations of Special Litigation Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any restrictions on distributions
described herein) if, immediately prior to such deemed distribution, the Special
Litigation Trust had distributed all of its other assets (valued for this
purpose at their tax book value) to the holders of the Special Litigation Trust
Interests, taking into account all prior and concurrent distributions from the
Special Litigation Trust (including all distributions held in escrow pending the
resolution of Disputed Claims). Similarly, taxable loss of the Special
Litigation Trust shall be allocated by reference to the manner in which an
economic loss would be borne immediately after a liquidating distribution of the
remaining Special Litigation Trust Claims. The tax book value of the Special
Litigation Trust Claims for this purpose shall equal their fair market value on
the Effective Date or, if later, the date such assets were acquired by the
Special Litigation Trust, adjusted in either case in accordance with tax
accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.

               (c) Other: The Special Litigation Trustee shall file (or cause to
be filed) any other statements, returns or disclosures relating to the Special
Litigation Trust that are required by any governmental unit.

        23.10 TRUST IMPLEMENTATION: On the Effective Date, the Special
Litigation Trust shall be established and become effective for the benefit of
Allowed Claims in Classes 3 through 180. The Special Litigation Trust Agreement
shall be filed in the Plan Supplement and shall contain provisions customary to
trust agreements utilized in comparable circumstances, including, but not
limited to, any and all provisions necessary to ensure the continued treatment
of the Special Litigation Trust as a grantor trust for federal income tax
purposes. All parties (including the Debtors, the Special Litigation Trustee and
holders of Allowed Claims in Classes 3 through 180) shall execute any documents
or other instruments as necessary to cause title to the applicable assets to be
transferred to the Special Litigation Trust.


                                       60

        23.11 REGISTRY OF BENEFICIAL INTERESTS: The Special Litigation Trustee
shall maintain a registry of the holders of Special Litigation Trust Interests.

        23.12 TERMINATION: The Special Litigation Trust shall terminate no later
than the fifth (5th) anniversary of the Effective Date; provided, however, that,
on or prior to the date three (3) months prior to such termination, the
Bankruptcy Court, upon motion by a party in interest, may extend the term of the
Special Litigation Trust if it is necessary to the liquidation of the Special
Litigation Trust Claims. Notwithstanding the foregoing, multiple extensions can
be obtained so long as Bankruptcy Court approval is obtained at least three (3)
months prior to the expiration of each extended term.

        23.13  NET SPECIAL LITIGATION TRUST RECOVERY/ASSIGNMENT OF CLAIMS:

               (a) Net Judgment: Notwithstanding anything contained herein to
the contrary, in the event that a defendant in a litigation brought by the
Special Litigation Trustee for and on behalf of the Special Litigation Trust (i)
is required by a Final Order to pay a Judgment Amount to the Special Litigation
Trust and (ii) is permitted by a Final Order to assert a Valid Setoff, (y) such
defendant shall be obligated to pay only the excess, if any, of the amount of
the Judgment Amount over the Valid Setoff and (z) none of the Special Litigation
Trust, the holders or beneficiaries of the Special Litigation Trust Interests
shall be entitled to assert a claim against the Debtors or the Reorganized
Debtors with respect to the Valid Setoff.

               (b) Assignment: Notwithstanding anything contained herein to the
contrary, in the event that a compromise and settlement of a Special Litigation
Trust Claim or a Final Order with respect to a Special Litigation Trust Claim
provides for a waiver, subordination or disallowance of a defendant's Claim or
Claims against one or more of the Debtors, for purposes of computing amounts of
distributions, (i) such Claim shall be deemed allowed in the amount determined
by the Bankruptcy Court by Final Order, (ii) such defendant shall be deemed to
have assigned such Claim or Claims and right to receive distributions in
accordance with the Plan to the Special Litigation Trust, and (iv) such
defendant shall not be entitled to receive distributions from the Special
Litigation Trust on account thereof.

               (c) Multiple Recoveries: In the event that any avoidance or
recovery action commenced in accordance with sections 541, 544, 545, 547, 548,
549, 550, 551 and 553 of the Bankruptcy Code is compromised and settled in
connection with a Special Litigation Trust Claim, the proceeds of any recovery,
waiver, subordination or disallowance resulting from such compromise and
settlement shall be allocated first to the Debtor or Debtors entitled to
recovery in accordance with Section 28.1 of the Plan and then to the Special
Litigation Trust.

                                  ARTICLE XXIV

                              THE OPERATING TRUSTS

        24.1 ESTABLISHMENT OF THE TRUSTS: On or after the Confirmation Date, but
prior to the Effective Date, and upon the joint determination of the Debtors and
the Creditors' Committee, the Debtors, on their own behalf and on behalf of
holders of Allowed Claims in Classes 3 through 180, 183 through 189 and 376
through 382 shall execute the respective Operating Trust


                                       61

Agreements and shall take all other steps necessary to establish the respective
Operating Trusts. On such date, or as soon as practicable thereafter, including,
without limitation, subject to appropriate or required governmental, agency or
other consents, and in accordance with and pursuant to the terms of Section 24.4
of the Plan, the Debtors shall transfer to the respective Operating Trusts all
of their right, title, and interest in the assets subject to the Operating Trust
Agreements.

        24.2 PURPOSE OF THE OPERATING TRUSTS: The Operating Trusts shall be
established for the sole purpose of holding and liquidating the respective
assets in the Prisma Trust, the CrossCountry Trust and the PGE Trust in
accordance with Treasury Regulation Section 301.7701-4(d) and the terms and
provisions of the Operating Trust Agreements. Without limiting the foregoing,
the Operating Trust Agreements shall each provide that the applicable Operating
Trust shall not distribute any of the Prisma Common Stock, CrossCountry Common
Stock or PGE Common Stock, as the case may be, prior to the date referred to in
Sections 29.1(c)(i), (ii) and (iii), respectively.

        24.3 FUNDING EXPENSES OF THE OPERATING TRUSTS: In accordance with the
respective Operating Trust Agreements and any agreements entered into in
connection therewith, on the Effective Date, the Debtors shall have no
obligation to provide any funding with respect to any of the Operating Trusts.

        24.4   TRANSFER OF ASSETS:

               (a) The transfer of assets to the Operating Trusts shall be made,
as provided herein, for the benefit of the holders of Allowed Claims in Classes
3 through 180, 183 through 189 and 376 through 382, only to the extent such
holders in such Classes are entitled to distributions under the Plan. In partial
satisfaction of Allowed Claims in Classes 3 through 180, 183 through 189 and 376
through 382, the assets subject to the respective Operating Trusts shall be
transferred to such holders of Allowed Claims, to be held by the Debtors on
their behalf. Immediately thereafter, on behalf of the holders of Allowed Claims
in Classes 3 through 180, 183 through 189 and 376 through 382, the Debtors shall
transfer such assets to the Operating Trusts for the benefit of holders of
Allowed Claims in Classes Classes 3 through 180, 183 through 189 and 376 through
382, in accordance with the Plan.

               (b) For all federal income tax purposes, all parties (including,
without limitation, the Debtors, the Operating Trustee and the beneficiaries of
the Operating Trusts) shall treat the transfer of assets to the respective
Operating Trusts in accordance with the terms of the Plan, as a transfer to the
holders of Allowed Claims in Classes 3 through 180, 183 through 189 and 376
through 382, followed by a transfer by such holders to the respective Operating
Trusts and the beneficiaries of the Operating Trusts shall be treated as the
grantors and owners thereof.

        24.5 VALUATION OF ASSETS: As soon as possible after the Effective Date,
but in no event later than thirty (30) days thereafter, the respective Operating
Trust Boards shall inform, in writing, the Operating Trustee of the value of the
assets transferred to the respective Operating Trusts, based on the good faith
determination of the respective Operating Trust Boards, and the Operating
Trustee shall apprise, in writing, the beneficiaries of the respective Operating
Trusts of such valuation. The valuation shall be used consistently by all
parties (including the Debtors, the


                                       62

Reorganized Debtors, the Operating Trustee and the beneficiaries of the
Operating Trusts) for all federal income tax purposes.

        24.6 INVESTMENT POWERS: The right and power of the Operating Trustee to
invest assets transferred to the Operating Trust, the proceeds thereof, or any
income earned by the respective Operating Trusts, shall be limited to the right
and power to invest such assets (pending periodic distributions in accordance
with Section 24.7 of the Plan) in Cash Equivalents; provided, however, that (a)
the scope of any such permissible investments shall be limited to include only
those investments, or shall be expanded to include any additional investments,
as the case may be, that a liquidating trust, within the meaning of Treasury
Regulation Section 301.7701-4(d) may be permitted to hold, pursuant to the
Treasury Regulations, or any modification in the IRS guidelines, whether set
forth in IRS rulings, other IRS pronouncements or otherwise, and (b) the
Operating Trustee may expend the assets of the Operating Trusts (i) as
reasonably necessary to meet contingent liabilities and to maintain the value of
the assets of the Operating Trusts during liquidation, (ii) to pay reasonable
administrative expenses (including, but not limited to, any taxes imposed on the
Operating Trusts or fees and expenses in connection with litigation), and (iii)
to satisfy other liabilities incurred or assumed by the Operating Trusts (or to
which the assets are otherwise subject) in accordance with the Plan or the
Operating Trust Agreements; and, provided, further, that, under no
circumstances, shall the Operating Trusts segregate the assets of the Operating
Trusts on the basis of classification of the holders of respective Operating
Trust Interests, other than with respect to distributions to be made on account
of Disputed Claims and Disputed Equity Interests in accordance with the
provisions hereof.

        24.7 ANNUAL DISTRIBUTION; WITHHOLDING: The Operating Trustee shall
distribute at least annually to the holders of respective Operating Trust
Interests all net cash income plus all net cash proceeds from the liquidation of
assets (including as Cash for this purpose, all Cash Equivalents); provided,
however, that the Operating Trusts may retain such amounts (i) as are reasonably
necessary to meet contingent liabilities and to maintain the value of the assets
of the Operating Trusts during liquidation, (ii) to pay reasonable
administrative expenses (including any taxes imposed on the Operating Trusts or
in respect of the assets of the Operating Trust), and (iii) to satisfy other
liabilities incurred or assumed by the Operating Trusts (or to which the assets
are otherwise subject) in accordance with the Plan or the Operating Trust
Agreements. All such distributions shall be pro rata based on the number of
Operating Trust Interests held by a holder compared with the aggregate number of
Operating Trust Interests outstanding, subject to the terms of the Plan and the
respective Operating Trust Agreements. The Operating Trustee may withhold from
amounts distributable to any Person any and all amounts, determined in the
Operating Trustee's reasonable sole discretion, to be required by any law,
regulation, rule, ruling, directive or other governmental requirement.

        24.8   REPORTING DUTIES:

               (a) Federal Income Tax: Subject to definitive guidance from the
IRS or a court of competent jurisdiction to the contrary (including the receipt
by the Operating Trustee of a private letter ruling if the Operating Trustee so
requests one, or the receipt of an adverse determination by the IRS upon audit
if not contested by the Operating Trustee), the Operating Trustee shall file
returns for the Operating Trusts as a grantor trust pursuant to Treasury


                                       63

Regulation Section 1.671-4(a). The Operating Trustee shall also annually send to
each holder of a Operating Trust Interest a separate statement setting forth the
holder's share of items of income, gain, loss, deduction or credit and shall
instruct all such holders to report such items on their federal income tax
returns.

               (b) Allocations of Operating Trusts Taxable Income: Allocations
of Operating Trusts taxable income shall be determined by reference to the
manner in which an amount of cash equal to such taxable income would be
distributed (without regard to any restrictions on distributions described
herein) if, immediately prior to such deemed distribution, the Operating Trusts
had distributed all of its other assets (valued for this purpose at their tax
book value) to the holders of the Operating Trust Interests (treating any holder
of a Disputed Claim, for this purpose, as a current holder of a Operating Trust
Interest entitled to distributions), taking into account all prior and
concurrent distributions from the Operating Trusts (including all distributions
held in escrow pending the resolution of Disputed Claims). Similarly, taxable
loss of the Operating Trusts shall be allocated by reference to the manner in
which an economic loss would be borne immediately after a liquidating
distribution of the remaining assets of an Operating Trust. The tax book value
of the assets of an Operating Trust for this purpose shall equal their fair
market value on the date such Operating Trusts were created or, if later, the
date such assets were acquired by the Operating Trust, adjusted in either case
in accordance with tax accounting principles prescribed by the IRC, the
regulations and other applicable administrative and judicial authorities and
pronouncements.

               (c) Other: The Operating Trustee shall file (or cause to be
filed) any other statements, returns or disclosures relating to the Operating
Trust that are required by any governmental unit.

        24.9 TRUST IMPLEMENTATION: On or after the Confirmation Date, but prior
to the Effective Date, the Operating Trusts shall be established and become
effective for the benefit of Allowed Claims in Classes 3 through 180, 183
through 189 and 376 through 382. The Operating Trust Agreements shall be filed
in the Plan Supplement and shall contain provisions customary to trust
agreements utilized in comparable circumstances, including, but not limited to,
any and all provisions necessary to ensure the continued treatment of the
Operating Trusts as a grantor trust for federal income tax purposes. All parties
(including the Debtors, the Operating Trustee and holders of Allowed Claims in
Classes 3 through 180, 183 through 189 and 376 through 382) shall execute any
documents or other instruments as necessary to cause title to the applicable
assets to be transferred to the Operating Trusts.

        24.10 REGISTRY OF BENEFICIAL INTERESTS: The Operating Trustee shall
maintain a registry of the holders of Operating Trust Interests.

        24.11 TERMINATION: The Operating Trusts shall terminate no later than
the third (3rd) anniversary of the Confirmation Date; provided, however, that,
on or prior to the date three (3) months prior to such termination, the
Bankruptcy Court, upon motion by a party in interest, may extend the term of the
Operating Trusts if it is necessary to the liquidation of the assets of
Operating Trusts. Notwithstanding the foregoing, multiple extensions can be
obtained so long as Bankruptcy Court approval is obtained at least three (3)
months prior to the expiration of each


                                       64

extended term; provided, however, that the aggregate of all such extensions
shall not exceed three (3) years from and after the third (3rd) anniversary of
the Confirmation Date.

        24.12 NON-TRANSFERABILITY OR CERTIFICATION: Upon the creation of each
Operating Trust, the beneficial interests in such Operating Trust shall be
allocated on the books and records of such Operating Trust to the appropriate
holders thereof, but such interests shall not be certificated and shall not be
transferable by the holder thereof except through the laws of descent or
distribution.

                                   ARTICLE XXV

                           THE REMAINING ASSET TRUSTS

        25.1 ESTABLISHMENT OF THE TRUSTS: On or after the Confirmation date, but
prior to the Effective Date, and upon the joint determination of the Debtors and
the Creditors' Committee, the Debtors, on their own behalf and on behalf of
holders of Allowed Claims in Classes 3 through 180, 183 through 189 and 376
through 382 shall execute the respective Remaining Asset Trust Agreements and
shall take all other steps necessary to establish the respective Remaining Asset
Trusts. On such date, or as soon as practicable thereafter, including, without
limitation, subject to appropriate or required governmental agency or other
consents, and in accordance with and pursuant to the terms of Section 25.4 of
the Plan, the Debtors shall transfer to the respective Remaining Asset Trusts
all of their right, title, and interest in the Remaining Assets.

        25.2 PURPOSE OF THE REMAINING ASSET TRUSTS: The Remaining Asset Trusts
shall be established for the sole purpose of holding and liquidating the
respective assets in the Remaining Asset Trusts in accordance with Treasury
Regulation Section 301.7701-4(d) and the terms and provisions of the Remaining
Asset Trust Agreements.

        25.3 FUNDING EXPENSES OF THE REMAINING ASSET TRUSTS: In accordance with
the respective Remaining Asset Trust Agreements and any agreements entered into
in connection therewith, on the Effective Date, the Debtors shall have no
obligation to provide any funding with respect to any of the Remaining Asset
Trusts.

        25.4 TRANSFER OF ASSETS:

               (a) The transfer of assets to the Remaining Asset Trusts shall be
made, as provided herein, for the benefit of the holders of Allowed Claims in
Classes 3 through 180, 183 through 189 and 376 through 382, only to the extent
such holders in such Classes are entitled to distributions under the Plan. In
partial satisfaction of Allowed Claims in Classes 3 through 180, 183 through 189
and 376 through 382, the Remaining Assets shall be transferred to such holders
of Allowed Claims, to be held by the Debtors on their behalf. Immediately
thereafter, on behalf of the holders of Allowed Claims in Classes 3 through 180,
183 through 189 and 376 through 382, the Debtors shall transfer such assets to
the Remaining Asset Trusts for the benefit of holders of Allowed Claims in
Classes 3 through 180, 183 through 189 and 376 through 382, in accordance with
the Plan. Upon the transfer of the Remaining Assets, the Debtors shall have no
interest in or with respect to the Remaining Assets or the Remaining Asset
Trusts.


                                       65

               (b) For all federal income tax purposes, all parties (including,
without limitation, the Debtors, the Remaining Asset Trustee and the
beneficiaries of the Remaining Asset Trusts) shall treat the transfer of assets
to the respective Remaining Asset Trusts in accordance with the terms of the
Plan, as a transfer to the holders of Allowed Claims in Classes 3 through 180,
183 through 189 and 376 through 382, followed by a transfer by such holders to
the Remaining Asset Trust and the beneficiaries of the respective Remaining
Asset Trusts shall be treated as the grantors and owners thereof.

        25.5 VALUATION OF ASSETS: As soon as possible after the Effective Date,
but in no event later than thirty (30) days thereafter, the respective Remaining
Asset Trust Boards shall inform, in writing, the Remaining Asset Trustees of the
value of the assets transferred to the respective Remaining Asset Trusts, based
on the good faith determination of the respective Remaining Asset Trust Boards,
and the Remaining Asset Trustees shall apprise, in writing, the beneficiaries of
the respective Remaining Asset Trusts of such valuation. The valuation shall be
used consistently by all parties (including the Debtors, the Reorganized
Debtors, the Remaining Asset Trustees and the beneficiaries of the Remaining
Asset Trusts) for all federal income tax purposes.

        25.6 INVESTMENT POWERS: The right and power of the Remaining Asset
Trustee to invest assets transferred to the Remaining Asset Trusts, the proceeds
thereof, or any income earned by the respective Remaining Asset Trusts, shall be
limited to the right and power to invest such assets (pending periodic
distributions in accordance with Section 25.7 of the Plan) in Cash Equivalents;
provided, however, that (a) the scope of any such permissible investments shall
be limited to include only those investments, or shall be expanded to include
any additional investments, as the case may be, that a liquidating trust, within
the meaning of Treasury Regulation Section 301.7701-4(d) may be permitted to
hold, pursuant to the Treasury Regulations, or any modification in the IRS
guidelines, whether set forth in IRS rulings, other IRS pronouncements or
otherwise, and (b) the Remaining Asset Trustee may expend the assets of the
Remaining Asset Trusts (i) as reasonably necessary to meet contingent
liabilities and to maintain the value of the assets of the Remaining Asset
Trusts during liquidation, (ii) to pay reasonable administrative expenses
(including, but not limited to, any taxes imposed on the Remaining Asset Trusts
or fees and expenses in connection with litigation), and (iii) to satisfy other
liabilities incurred or assumed by the Remaining Asset Trusts (or to which the
assets are otherwise subject) in accordance with the Plan or the Remaining Asset
Trust Agreements; and, provided, further, that, under no circumstances, shall
the Remaining Asset Trustee segregate the assets of the Remaining Asset Trust on
the basis of classification of the holders of Remaining Asset Trust Interests,
other than with respect to distributions to be made on account of Disputed
Claims and Disputed Equity Interests in accordance with the provisions hereof.

        25.7 ANNUAL DISTRIBUTION; WITHHOLDING: The Remaining Asset Trustee shall
distribute at least annually to the holders of Remaining Asset Trust Interests
all net cash income plus all net cash proceeds from the liquidation of assets
(including as Cash for this purpose, all Cash Equivalents); provided, however,
that the Remaining Asset Trusts may retain such amounts (i) as are reasonably
necessary to meet contingent liabilities and to maintain the value of the assets
of the Remaining Asset Trusts during liquidation, (ii) to pay reasonable
administrative expenses (including any taxes imposed on the Remaining Asset
Trust or in respect of the assets of the Remaining Asset Trusts), and (iii) to
satisfy other liabilities incurred or assumed by the


                                       66

Remaining Asset Trusts (or to which the assets are otherwise subject) in
accordance with the Plan or the Remaining Asset Trust Agreements. All such
distributions shall be pro rata based on the number of Remaining Asset Trust
Interests held by a holder compared with the aggregate number of Remaining Asset
Trust Interests outstanding, subject to the terms of the Plan and the Remaining
Asset Trust Agreements. The Remaining Asset Trustee may withhold from amounts
distributable to any Person any and all amounts, determined in the Remaining
Asset Trustee's reasonable sole discretion, to be required by any law,
regulation, rule, ruling, directive or other governmental requirement.

        25.8   REPORTING DUTIES:

               (a) Federal Income Tax: Subject to definitive guidance from the
IRS or a court of competent jurisdiction to the contrary (including the receipt
by the Remaining Asset Trustee of a private letter ruling if the Remaining Asset
Trustee so requests one, or the receipt of an adverse determination by the IRS
upon audit if not contested by the Remaining Asset Trustee), the Remaining Asset
Trustee shall file returns for the Remaining Asset Trust as a grantor trust
pursuant to Treasury Regulation Section 1.671-4(a). The Remaining Asset Trustee
shall also annually send to each holder of a Remaining Asset Trust Interest a
separate statement setting forth the holder's share of items of income, gain,
loss, deduction or credit and shall instruct all such holders to report such
items on their federal income tax returns.

               (b) Allocations of Remaining Asset Trust Taxable Income:
Allocations of Remaining Asset Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any restrictions on distributions
described herein) if, immediately prior to such deemed distribution, the
Remaining Asset Trust had distributed all of its other assets (valued for this
purpose at their tax book value) to the holders of the Remaining Asset Trust
Interests (treating any holder of a Disputed Claim, for this purpose, as a
current holder of a Remaining Asset Trust Interest entitled to distributions),
taking into account all prior and concurrent distributions from the Remaining
Asset Trust (including all distributions held in escrow pending the resolution
of Disputed Claims). Similarly, taxable loss of the Remaining Asset Trusts shall
be allocated by reference to the manner in which an economic loss would be borne
immediately after a liquidating distribution of the remaining Remaining Asset
Trust Assets. The tax book value of the Remaining Asset Trust Assets for this
purpose shall equal their fair market value on the date such Remaining Assets
Trusts were created or, if later, the date such assets were acquired by the
Remaining Asset Trusts, adjusted in either case in accordance with tax
accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.

               (c) Other: The Remaining Asset Trustee shall file (or cause to be
filed) any other statements, returns or disclosures relating to the Remaining
Asset Trust that are required by any governmental unit.

        25.9 TRUST IMPLEMENTATION: On or after the Confirmation Date, but prior
to the Effective Date, the Remaining Asset Trust will be established and become
effective for the benefit of Allowed Claims in Classes 3 through 180, 183
through 189 and 376 through 382. The Remaining Asset Trust Agreement shall be
filed in the Plan Supplement and shall contain


                                       67

provisions customary to trust agreements utilized in comparable circumstances,
including, but not limited to, any and all provisions necessary to ensure the
continued treatment of the Remaining Asset Trust as a grantor trust for federal
income tax purposes. All parties (including the Debtors, the Remaining Asset
Trustee and holders of Allowed Claims in Classes 3 through 180, 183 through 189
and 376 through 382) shall execute any documents or other instruments as
necessary to cause title to the applicable assets to be transferred to the
Remaining Asset Trust.

        25.10 REGISTRY OF BENEFICIAL INTERESTS: The Remaining Asset Trustee
shall maintain a registry of the holders of Remaining Asset Trust Interests.

        25.11 TERMINATION: The Remaining Asset Trusts shall terminate no later
than the third (3rd) anniversary of the Confirmation Date; provided, however,
that, on or prior to the date three (3) months prior to such termination, the
Bankruptcy Court, upon motion by a party in interest, may extend the term of the
Remaining Asset Trusts if it is necessary to the liquidation of the Remaining
Asset Trust Assets. Notwithstanding the foregoing, multiple extensions can be
obtained so long as Bankruptcy Court approval is obtained at least three (3)
months prior to the expiration of each extended term; provided, however, that
the aggregate of all such extensions shall not exceed three (3) years from and
after the third (3rd) anniversary of the Confirmation Date.

        25.12 NON-TRANSFERABILITY OR CERTIFICATION: Upon the creation of the
Remaining Asset Trust, the Remaining Asset Trust Interests shall be allocated on
the books and records of the Remaining Asset Trust to the appropriate holders
thereof, but the Remaining Asset Trust Interests shall not be certificated and
shall not be transferable by the holder thereof except through the laws of
descent or distribution; provided, however, that the deemed recipient thereof
may hold such Remaining Asset Trust Interests through a single wholly owned
Entity.

                                  ARTICLE XXVI

                           THE PREFERRED EQUITY TRUST

        26.1 ESTABLISHMENT OF THE TRUST: On or after the Confirmation Date, but
prior to the Effective Date, the Debtors, on their own behalf and on behalf of
holders of Allowed Equity Interests in Class 383 shall execute the Preferred
Equity Trust Agreement and shall take all other steps necessary to establish the
Preferred Equity Trust. On such date of execution, or as soon as practicable
thereafter, including, without limitation, subject to appropriate or required
governmental, agency or other consents, and in accordance with and pursuant to
the terms of Section 26.4 of the Plan, the Debtors shall issue to the Preferred
Equity Trust the Exchanged Enron Preferred Stock subject to the Preferred Equity
Trust Agreement. Notwithstanding anything contained herein to the contrary,
there shall be separate classes of Preferred Equity Trust Interests that (a)
separately reflect the distributions and other economic entitlements and (b)
maintain the following order of priority with respect to the separate classes of
Exchanged Preferred Equity Interests contributed: (1) Series 1 Exchanged
Preferred Stock and Series 2 Exchanged Preferred Stock on a pari passu basis;
(2) Series 3 Exchanged Preferred Stock; and (3) Series 4 Exchanged Preferred
Stock.


                                       68

        26.2 PURPOSE OF THE PREFERRED EQUITY TRUST: The Preferred Equity Trust
shall be established for the sole purpose of holding the Exchanged Enron
Preferred Stock in accordance with Treasury Regulation Section 301.7701-4(d) and
the terms and provisions of the Preferred Equity Trust Agreement. Without
limiting the foregoing, the Preferred Equity Trust Agreement shall provide that,
to the extent that the Preferred Equity Trust receives Cash distributions under
this Plan in respect of a particular class of Exchanged Preferred Equity
Interests, it will redistribute such Cash to the holders of the separate class
of Preferred Equity Trust Interests that corresponds to such class of Exchanged
Preferred Equity Interests, but in no event will any holder of Preferred Equity
Trust Interests receive a distribution of Exchanged Enron Preferred Stock.

        26.3 FUNDING EXPENSES OF THE PREFERRED EQUITY TRUST: In accordance with
the Preferred Equity Trust Agreement and any agreements entered into in
connection therewith, on the Effective Date, the Debtors shall have no
obligation to provide any funding with respect to any of the Preferred Equity
Trust.

        26.4   TRANSFER OF PREFERRED STOCK:

               (a) The issuance of the Exchanged Enron Preferred Stock to the
Preferred Equity Trust shall be made, as provided herein, for the benefit of the
holders of Allowed Enron Preferred Equity Interests in Class 383.

               (b) For all federal income tax purposes, all parties (including,
without limitation, the Debtors, the Preferred Equity Trustee and the
beneficiaries of the Preferred Equity Trust) shall treat the issuance of the
Exchanged Enron Preferred Stock to the respective Preferred Equity Trust in
accordance with the terms of the Plan, as an issuance to the holders of Allowed
Enron Preferred Equity Interests in Class 383, followed by a transfer by such
holders to the Preferred Equity Trust and the beneficiaries of the Preferred
Equity Trust shall be treated as the grantors and owners thereof.

        26.5 INVESTMENT POWERS: The right and power of the Preferred Equity
Trustee to invest assets transferred to the Preferred Equity Trust, the proceeds
thereof, or any income earned by the Preferred Equity Trust, shall be limited to
the right and power to invest such assets (pending periodic distributions in
accordance with Section 26.6 of the Plan) in Cash Equivalents; provided,
however, that (a) the scope of any such permissible investments shall be limited
to include only those investments, or shall be expanded to include any
additional investments, as the case may be, that a liquidating trust, within the
meaning of Treasury Regulation Section 301.7701-4(d) may be permitted to hold,
pursuant to the Treasury Regulations, or any modification in the IRS guidelines,
whether set forth in IRS rulings, other IRS pronouncements or otherwise, and (b)
the Preferred Equity Trustee may expend the assets of the Preferred Equity Trust
(i) as reasonably necessary to meet contingent liabilities and to maintain the
value of the assets of the Preferred Equity Trust during liquidation, (ii) to
pay reasonable administrative expenses (including, but not limited to, any taxes
imposed on the Preferred Equity Trust or fees and expenses in connection with
litigation), and (iii) to satisfy other liabilities incurred or assumed by the
Preferred Equity Trust (or to which the assets are otherwise subject) in
accordance with the Plan or the Preferred Equity Trust Agreement; and, provided,
further, that, under no circumstances, shall the Preferred Equity Trust
segregate the assets of the Preferred


                                       69

Equity Trust on the basis of classification of the holders of Preferred Equity
Trust Interests, other than with respect to distributions to be made on account
of Disputed Claims and Disputed Equity Interests in accordance with the
provisions hereof.

        26.6 ANNUAL DISTRIBUTION; WITHHOLDING: The Preferred Equity Trustee
shall distribute at least annually to the holders of each class of Preferred
Equity Trust Interests all net cash income plus all net cash proceeds from the
liquidation of assets (including as Cash for this purpose, all Cash Equivalents)
attributable to such class; provided, however, that the Preferred Equity Trust
may retain such amounts (i) as are reasonably necessary to meet contingent
liabilities and to maintain the value of the assets of the Preferred Equity
Trust during liquidation, (ii) to pay reasonable administrative expenses
(including any taxes imposed on the Preferred Equity Trust or in respect of the
assets of the Preferred Equity Trust), and (iii) to satisfy other liabilities
incurred or assumed by the Preferred Equity Trust (or to which the assets are
otherwise subject) in accordance with the Plan or the Preferred Equity Trust
Agreement. All such distributions with respect to a given class of Preferred
Equity Trust Interests shall be pro rata based on the number of Preferred Equity
Trust Interests of such class held by a holder compared with the aggregate
number of Preferred Equity Trust Interests of such class outstanding, subject to
the terms of the Plan and the respective Preferred Equity Trust Agreement. The
Preferred Equity Trustee may withhold from amounts distributable to any Person
any and all amounts, determined in the Preferred Equity Trustee's reasonable
sole discretion, to be required by any law, regulation, rule, ruling, directive
or other governmental requirement. Notwithstanding the foregoing, any
distributions to be made on account of the separate classes of Preferred Equity
Trust Interests shall be made in the following order of priority with respect to
the separate classes of Exchanged Preferred Equity Interests: (1) Series 1
Exchanged Preferred Stock and Series 2 Exchanged Preferred Stock on a pari passu
basis; (2) Series 3 Exchanged Preferred Stock and (3) Series 4 Exchanged
Preferred Stock.

        26.7   REPORTING DUTIES:

               (a) Federal Income Tax: Subject to definitive guidance from the
IRS or a court of competent jurisdiction to the contrary (including the receipt
by the Preferred Equity Trustee of a private letter ruling if the Preferred
Equity Trustee so requests one, or the receipt of an adverse determination by
the IRS upon audit if not contested by the Preferred Equity Trustee), the
Preferred Equity Trustee shall file returns for the Preferred Equity Trust as a
grantor trust (consisting of separate shares for each class of Exchanged Enron
Preferred Stock owned by the Preferred Equity Trust) pursuant to Treasury
Regulation Section 1.671-4(a). The Preferred Equity Trustee shall also annually
send to each holder of a Preferred Equity Trust Interest a separate statement
setting forth the holder's share of items of income, gain, loss, deduction or
credit and shall instruct all such holders to report such items on their federal
income tax returns.

               (b) Allocations of Preferred Equity Trust Taxable Income:
Allocations of Preferred Equity Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any restrictions on distributions
described herein) if, immediately prior to such deemed distribution, the
Preferred Equity Trust had distributed all of its other assets (valued for this
purpose at their tax book value) to the holders of the Preferred Equity Trust
Interests (treating any holder of a Disputed Claim, for this purpose, as a
current holder of a Preferred Equity Trust Interest entitled


                                       70

to distributions), taking into account all prior and concurrent distributions
from the Preferred Equity Trust (including all distributions held in escrow
pending the resolution of Disputed Claims). Similarly, taxable loss of the
Preferred Equity Trust shall be allocated by reference to the manner in which an
economic loss would be borne immediately after a liquidating distribution of the
remaining assets of the Preferred Equity Trust. The tax book value of the assets
of the Preferred Equity Trust for this purpose shall equal their fair market
value on the date the Preferred Equity Trust was created or, if later, the date
such assets were acquired by the Preferred Equity Trust, adjusted in either case
in accordance with tax accounting principles prescribed by the IRC, the
regulations and other applicable administrative and judicial authorities and
pronouncements.

               (c) Other: The Preferred Equity Trustee shall file (or cause to
be filed) any other statements, returns or disclosures relating to the Preferred
Equity Trust that are required by any governmental unit.

        26.8 TRUST IMPLEMENTATION: On the Effective Date, the Preferred Equity
Trust shall be established and become effective for the benefit of Allowed Enron
Preferred Equity Interests in Class 383. The Preferred Equity Trust Agreement
shall be filed in the Plan Supplement and shall contain provisions customary to
trust agreements utilized in comparable circumstances, including, but not
limited to, any and all provisions necessary to ensure the continued treatment
of the Preferred Equity Trust as a grantor trust for federal income tax
purposes. All parties (including the Debtors, the Preferred Equity Trustee and
holders of Allowed Enron Preferred Equity Interests in Class 383) shall execute
any documents or other instruments as necessary to cause title to the applicable
assets to be transferred to the Preferred Equity Trust.

        26.9 REGISTRY OF BENEFICIAL INTERESTS: The Preferred Equity Trustee
shall maintain a registry of the holders of Preferred Equity Trust Interests.

        26.10 TERMINATION: The Preferred Equity Trust shall terminate no later
than the third (3rd) anniversary of the Confirmation Date; provided, however,
that, on or prior to the date three (3) months prior to such termination, the
Bankruptcy Court, upon motion by a party in interest, may extend the term of the
Preferred Equity Trust if it is necessary to the liquidation of the assets of
Preferred Equity Trust. Notwithstanding the foregoing, multiple extensions can
be obtained so long as Bankruptcy Court approval is obtained at least three (3)
months prior to the expiration of each extended term; provided, however, that
the aggregate of all such extensions shall not exceed three (3) years from and
after the third (3rd) anniversary of the Confirmation Date.

        26.11 NON-TRANSFERABILITY OR CERTIFICATION: Upon the creation of the
Preferred Equity Trust, the Preferred Equity Trust Interests shall be allocated
on the books and records of the Preferred Equity Trust to the appropriate
holders thereof, but the Preferred Equity Trust Interests shall not be
certificated and shall not be transferable by the holder thereof except through
the laws of descent or distribution.


                                       71

                                  ARTICLE XXVII

                             THE COMMON EQUITY TRUST

        27.1 ESTABLISHMENT OF THE TRUSTS: On or after the Confirmation Date, but
prior to the Effective Date, the Debtors, on their own behalf and on behalf of
holders of Allowed Enron Common Equity Interests in Class 384, shall execute the
Common Equity Trust Agreement and shall take all other steps necessary to
establish the respective Common Equity Trust. On such date of execution, or as
soon as practicable thereafter, including, without limitation, subject to
appropriate or required governmental, agency or other consents, and in
accordance with and pursuant to the terms of Section 27.4 of the Plan, the
Debtors shall issue to the Common Equity Trust the Exchanged Enron Common Stock
subject to the Common Equity Trust Agreement.

        27.2 PURPOSE OF THE COMMON EQUITY TRUST: The Common Equity Trust shall
be established for the sole purpose of holding the Exchanged Enron Common Stock
in accordance with Treasury Regulation Section 301.7701-4(d) and the terms and
provisions of the Common Equity Trust Agreement. Without limiting the foregoing,
the Common Equity Trust Agreement shall provide that, to the extent that the
Common Equity Trust receives Cash distributions under this Plan, it will
redistribute such Cash to the holders to the Common Equity Trust Interests, but
in no event will any holder of Common Equity Trust Interests receive a
distribution of Exchanged Enron Common Stock.

        27.3 FUNDING EXPENSES OF THE COMMON EQUITY TRUST: In accordance with the
Common Equity Trust Agreement and any agreements entered into in connection
therewith, on the Effective Date, the Debtors shall have no obligation to
provide any funding with respect to any of the Common Equity Trust.

        27.4   TRANSFER OF COMMON STOCK:

               (a) The issuance of the Exchanged Enron Common Stock to the
Common Equity Trust shall be made, as provided herein, for the benefit of the
holders of Allowed Enron Common Equity Interests in Class 384.

               (b) For all federal income tax purposes, all parties (including,
without limitation, the Debtors, the Common Equity Trustee and the beneficiaries
of the Common Equity Trust) shall treat the issuance of the Exchanged Enron
Common Stock to the respective Common Equity Trust in accordance with the terms
of the Plan, as an issuance to the holders of Allowed Enron Common Equity
Interests in Class 384, followed by a transfer by such holders to the Common
Equity Trust and the beneficiaries of the Common Equity Trust shall be treated
as the grantors and owners thereof.

        27.5 INVESTMENT POWERS: The right and power of the Common Equity Trustee
to invest assets transferred to the Common Equity Trust, the proceeds thereof,
or any income earned by the Common Equity Trust, shall be limited to the right
and power to invest such assets (pending periodic distributions in accordance
with Section 27.6 of the Plan) in Cash Equivalents; provided, however, that (a)
the scope of any such permissible investments shall be limited to include only
those investments, or shall be expanded to include any additional investments,
as


                                       72

the case may be, that a liquidating trust, within the meaning of Treasury
Regulation Section 301.7701-4(d) may be permitted to hold, pursuant to the
Treasury Regulations, or any modification in the IRS guidelines, whether set
forth in IRS rulings, other IRS pronouncements or otherwise, and (b) the Common
Equity Trustee may expend the assets of the Common Equity Trust (i) as
reasonably necessary to meet contingent liabilities and to maintain the value of
the assets of the Common Equity Trust during liquidation, (ii) to pay reasonable
administrative expenses (including, but not limited to, any taxes imposed on the
Common Equity Trust or fees and expenses in connection with litigation), and
(iii) to satisfy other liabilities incurred or assumed by the Common Equity
Trust (or to which the assets are otherwise subject) in accordance with the Plan
or the Common Equity Trust Agreement; and, provided, further, that, under no
circumstances, shall the Common Equity Trust segregate the assets of the Common
Equity Trust on the basis of classification of the holders of Common Equity
Trust Interests, other than with respect to distributions to be made on account
of Disputed Claims and Disputed Equity Interests in accordance with the
provisions hereof.

        27.6 ANNUAL DISTRIBUTION; WITHHOLDING: The Common Equity Trustee shall
distribute at least annually to the holders of Common Equity Trust Interests all
net cash income plus all net cash proceeds from the liquidation of assets
(including as Cash for this purpose, all Cash Equivalents); provided, however,
that the Common Equity Trust may retain such amounts (i) as are reasonably
necessary to meet contingent liabilities and to maintain the value of the assets
of the Common Equity Trust during liquidation, (ii) to pay reasonable
administrative expenses (including any taxes imposed on the Common Equity Trust
or in respect of the assets of the Common Equity Trust), and (iii) to satisfy
other liabilities incurred or assumed by the Common Equity Trust (or to which
the assets are otherwise subject) in accordance with the Plan or the Common
Equity Trust Agreement. All such distributions shall be pro rata based on the
number of Common Equity Trust Interests held by a holder compared with the
aggregate number of Common Equity Trust Interests outstanding, subject to the
terms of the Plan and the respective Common Equity Trust Agreement. The Common
Equity Trustee may withhold from amounts distributable to any Person any and all
amounts, determined in the Common Equity Trustee's reasonable sole discretion,
to be required by any law, regulation, rule, ruling, directive or other
governmental requirement.

        27.7   REPORTING DUTIES:

               (a) Federal Income Tax: Subject to definitive guidance from the
IRS or a court of competent jurisdiction to the contrary (including the receipt
by the Common Equity Trustee of a private letter ruling if the Common Equity
Trustee so requests one, or the receipt of an adverse determination by the IRS
upon audit if not contested by the Common Equity Trustee), the Common Equity
Trustee shall file returns for the Common Equity Trust as a grantor trust
pursuant to Treasury Regulation Section 1.671-4(a). The Common Equity Trustee
shall also annually send to each holder of a Common Equity Trust Interest a
separate statement setting forth the holder's share of items of income, gain,
loss, deduction or credit and shall instruct all such holders to report such
items on their federal income tax returns.

               (b) Allocations of Common Equity Trust Taxable Income:
Allocations of Common Equity Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any


                                       73

restrictions on distributions described herein) if, immediately prior to such
deemed distribution, the Common Equity Trust had distributed all of its other
assets (valued for this purpose at their tax book value) to the holders of the
Common Equity Trust Interests (treating any holder of a Disputed Claim, for this
purpose, as a current holder of a Common Equity Trust Interest entitled to
distributions), taking into account all prior and concurrent distributions from
the Common Equity Trust (including all distributions held in escrow pending the
resolution of Disputed Claims). Similarly, taxable loss of the Common Equity
Trust shall be allocated by reference to the manner in which an economic loss
would be borne immediately after a liquidating distribution of the remaining
assets of the Common Equity Trust. The tax book value of the assets of the
Common Equity Trust for this purpose shall equal their fair market value on the
date the Common Equity Trust was created or, if later, the date such assets were
acquired by the Common Equity Trust, adjusted in either case in accordance with
tax accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.

               (c) Other: The Common Equity Trustee shall file (or cause to be
filed) any other statements, returns or disclosures relating to the Common
Equity Trust that are required by any governmental unit.

        27.8 TRUST IMPLEMENTATION: On the Effective Date, the Common Equity
Trust shall be established and become effective for the benefit of Allowed Enron
Common Equity Interests in Class 384. The Common Equity Trust Agreement shall be
filed in the Plan Supplement and shall contain provisions customary to trust
agreements utilized in comparable circumstances, including, but not limited to,
any and all provisions necessary to ensure the continued treatment of the Common
Equity Trust as a grantor trust for federal income tax purposes. All parties
(including the Debtors, the Common Equity Trustee and holders of Allowed Enron
Common Equity Interests in Class 384) shall execute any documents or other
instruments as necessary to cause title to the applicable assets to be
transferred to the Common Equity Trust.

        27.9 REGISTRY OF BENEFICIAL INTERESTS: The Common Equity Trustee shall
maintain a registry of the holders of Common Equity Trust Interests.

        27.10 TERMINATION: The Common Equity Trust shall terminate no later than
the third (3rd) anniversary of the Confirmation Date; provided, however, that,
on or prior to the date three (3) months prior to such termination, the
Bankruptcy Court, upon motion by a party in interest, may extend the term of the
Common Equity Trust if it is necessary to the liquidation of the assets of
Common Equity Trust. Notwithstanding the foregoing, multiple extensions can be
obtained so long as Bankruptcy Court approval is obtained at least three (3)
months prior to the expiration of each extended term; provided, however, that
the aggregate of all such extensions shall not exceed three (3) years from and
after the third (3rd) anniversary of the Confirmation Date.


                                       74

        27.11 NON-TRANSFERABILITY OR CERTIFICATION: Upon the creation of the
Common Equity Trust, the Common Equity Trust Interests shall be allocated on the
books and records of the Common Equity Trust to the appropriate holders thereof,
but the Common Equity Trust Interests shall not be certificated and shall not be
transferable by the holder thereof except through the laws of descent or
distribution.

                                 ARTICLE XXVIII

                   PROSECUTION, COMPROMISE AND EXTINGUISHMENT
                          OF CLAIMS HELD BY THE DEBTORS

        28.1 PROSECUTION OF CLAIMS: Except with respect to the Litigation Trust
Claims, the Special Litigation Trust Claims and the Severance Settlement Fund
Litigation, from and after the Effective Date, the Reorganized Debtors, the
Creditors' Committee or the Employee Committee shall, as a representative of the
estates of the Debtors, litigate any claims or causes of action that constituted
Assets of the Debtors or Debtors in Possession, including, without limitation,
any avoidance or recovery actions under sections 541, 544, 545, 547, 548, 549,
550, 551 and 553 of the Bankruptcy Code and any other causes of action, rights
to payments of claims that may be pending on the Effective Date or instituted by
the Debtors or Debtors in Possession thereafter, to a Final Order, and the
Reorganized Debtors, the Creditors' Committee or the Employee Committee may
compromise and settle such claims, without approval of the Bankruptcy Court. The
net proceeds of any such litigation or settlement (after satisfaction of all
costs and expenses incurred in connection therewith) shall be remitted to the
Disbursing Agent for (i) allocation to the Debtor which owned such Asset and
(ii) distribution in accordance with the Distributive Assets, ACFI Guaranty
Distributive Assets, ENA Guaranty Distributive Assets, EPC Guaranty Distributive
Assets, Enron Guaranty Distributive Assets, or Wind Distributive Assets, as the
case may be, attributable to such Debtor; provided, however, that, to the extent
that such litigation is commenced by two or more Debtors, the net proceeds of
any such litigation or settlement (after satisfaction of all costs and expenses
incurred in connection therewith) shall be allocated equally among each of the
plaintiffs thereto.

        28.2 COMPROMISE OF CERTAIN GUARANTY CLAIM LITIGATION: Notwithstanding
the provisions of Section 28.1 of the Plan, in the event that (a) a holder of a
Guaranty Claim maintains a Claim arising from or relating to a guaranty executed
during the period from December 2, 2000 up to and including December 2, 2001 and
(b) the Debtors have commenced litigation to avoid the incurrence of such
guaranty obligation and disallow such Guaranty Claim as a constructive
fraudulent conveyance or transfer, the holder of such Guaranty Claim may elect
to compromise and settle such litigation in accordance with the following
schedule, subject to allowance of such Claim:


                                       75



        Percentage Discount to
        Allowed Guaranty Claim                            Date of Execution
        ----------------------                            -----------------

                                                       
               60.0%                                      01/01/01 - 01/31/01
               62.5%                                      02/01/01 - 02/28/01
               65.0%                                      03/01/01 - 03/31/01
               67.5%                                      04/01/01 - 04/30/01
               70.0%                                      05/01/01 - 05/31/01
               72.5%                                      06/01/01 - 06/30/01
               75.0%                                      07/01/01 - 07/31/01
               77.5%                                      08/01/01 - 08/31/01
               80.0%                                      09/01/01 - 09/30/01
               82.5%                                      10/01/01 - 10/31/01
               85.0%                                      11/01/01 - 12/01/01


Such election must be made on the Ballot and be received by the Debtors on or
prior to the Ballot Date. Any election made after the Ballot Date shall not be
binding upon the Debtors unless the Ballot Date is expressly waived, in writing,
by the Debtors; provided, however, that, under no circumstances, may such waiver
by the Debtors occur on or after the Effective Date.

        28.3 EXTINGUISHMENT OF CERTAIN CLAIMS: Except with regard to the
allowance of Intercompany Claims in accordance with Sections 2.1 and 15.1 of the
Plan, on the Effective Date, each Debtor and Debtor in Possession, other than
the Portland Debtors, shall waive and forever release any right, claim or cause
of action which could have been asserted by such Debtor or Debtor in Possession
against any other Debtor or Debtor in Possession, other than the Portland
Debtors, including pursuant to principles of substantive consolidation, piercing
the corporate veil, alter ego, domination, constructive trust and similar
principles of state or federal creditors' rights laws, and such rights, claims
and causes of action shall be extinguished even if otherwise assertable by
parties other than the Debtor or Debtor in Possession had the Chapter 11 Cases
not been commenced.

                                  ARTICLE XXIX

              ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION
               BY ONE OR MORE CLASSES OF CLAIMS OR EQUITY INTEREST

        29.1 IMPAIRED CLASSES TO VOTE: Each holder of a Claim or Equity Interest
in an impaired Class, not otherwise deemed to have rejected the Plan in
accordance with Section 29.2 of the Plan, shall be entitled to vote separately
to accept or reject the Plan.

        29.2 ACCEPTANCE BY CLASS OF CREDITORS AND HOLDERS OF EQUITY INTERESTS:
An impaired Class of holders of Claims shall have accepted the Plan if the Plan
is accepted by at least two-thirds (2/3) in dollar amount and more than one-half
(1/2) in number of the Allowed Claims of such Class that have voted to accept or
reject the Plan. An impaired Class of holders of Equity Interests shall have
accepted the Plan if the Plan is accepted by at least two-thirds (2/3) in amount
of the Allowed Equity Interests of such Class that have voted to accept or
reject the Plan.


                                       76

        29.3 CRAMDOWN: In the event that any impaired Class of Claims or Equity
Interests shall fail to accept the Plan in accordance with section 1129(a) of
the Bankruptcy Code, the Debtors reserve the right to request that the
Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the
Bankruptcy Code or amend the Plan.

                                   ARTICLE XXX

                  IDENTIFICATION OF CLAIMS AND EQUITY INTERESTS
                      IMPAIRED AND NOT IMPAIRED BY THE PLAN

        30.1 IMPAIRED AND UNIMPAIRED CLASSES: Claims in Classes 1 and 2 of the
Plan are not impaired under the Plan. Claims and Equity Interests in Classes 3
through 385 are impaired under the Plan.

        30.2 IMPAIRED CLASSES TO VOTE ON PLAN: The Claims included in Classes 3
through 385 of the Plan are impaired and are therefore entitled to vote to
accept or reject the Plan. Notwithstanding the foregoing, (a) the Claims
included in Class 190 are deemed to have accepted the Plan and (b) the Claims
and Equity Interests included in Classes 183, 184 and 376 through 385 of the
Plan are deemed to have rejected the Plan in accordance with the provisions of
section 1126 (g) of the Bankruptcy Code.

        30.3 CONTROVERSY CONCERNING IMPAIRMENT: In the event of a controversy as
to whether any Class of Claims or Equity Interests is impaired under the Plan,
the Bankruptcy Court shall, after notice and a hearing, determine such
controversy.

                                  ARTICLE XXXI

                        PROVISIONS FOR THE ESTABLISHMENT
                    AND MAINTENANCE OF DISBURSEMENT ACCOUNTS

        31.1 ESTABLISHMENT OF DISBURSEMENT ACCOUNT: On or prior to the Effective
Date, the Debtors shall establish one or more segregated bank accounts in the
name of the Reorganized Debtors as Disbursing Agent under the Plan, which
accounts shall be trust accounts for the benefit of Creditors and holders of
Administrative Expense Claims pursuant to the Plan and utilized solely for the
investment and distribution of Cash consistent with the terms and conditions of
the Plan. On or prior to the Effective Date, and periodically thereafter, the
Debtors shall deposit into such Disbursement Account(s) all Cash and Cash
Equivalents of the Debtors, less amounts reasonably determined by the Debtors or
the Reorganized Debtors, as the case may be, as necessary to fund the ongoing
implementation of the Plan and operations of the Reorganized Debtors.

        31.2 MAINTENANCE OF DISBURSEMENT ACCOUNT(S): Disbursement Account(s)
shall be maintained at one or more domestic banks or financial institutions of
the Reorganized Debtors' choice having a shareholder's equity or equivalent
capital of not less than One Hundred Million ($100,000,000.00). The Reorganized
Debtors shall invest Cash in Disbursement Account(s) in Cash Equivalents;
provided, however, that sufficient liquidity shall be maintained in such account
or accounts to (a) make promptly when due all payments upon Disputed Claims if,
as


                                       77

and when they become Allowed Claims and (b) make promptly when due the other
payments provided for in the Plan.

                                  ARTICLE XXXII

                       PROVISIONS REGARDING DISTRIBUTIONS

        32.1 TIME AND MANNER OF DISTRIBUTIONS: Distributions under the Plan
shall be made to each holder of an Allowed Unsecured Claim as follows:

               (a) Initial Distributions of Cash: On or as soon as practicable
after the Effective Date, the Disbursing Agent shall distribute, or cause to be
distributed, to the Reorganized Debtor Plan Administrator on behalf of holders
of Disputed Claims, and to each holder of an Allowed General Unsecured Claim, an
Allowed Guaranty Claim, an Allowed Intercompany Claim and an Allowed Convenience
Claim, such Creditor's share, if any, of Creditor Cash as determined pursuant to
Articles VII, X, XI, XII, XIII, XIV, XV and XVI hereof.

               (b) Subsequent Distributions of Cash: On the first (1st) Business
Day that is after the close of one (1) full calendar quarter following the date
of the initial Effective Date distributions, and, thereafter, on each first
(1st) Business Day following the close of two (2) full calendar quarters, the
Disbursing Agent shall distribute, or cause to be distributed, to the
Reorganized Debtor Plan Administrator on behalf of holders of Disputed Claims,
and to each holder of an Allowed General Unsecured Claim, an Allowed Guaranty
Claim, an Allowed Intercompany Claim, and an Allowed Convenience Claim, an
amount equal to such Creditor's share, if any, of Creditor Cash as determined
pursuant to Articles VII, X, XI, XII, XIII, XIV, XV and XVI hereof, until such
time as there are no longer any potential Creditor Cash.

               (c) Distributions of Plan Securities: Notwithstanding anything
contained herein to the contrary, commencing on or as soon as practicable after
the Effective Date, subject to the availability of any historical financial
information required to comply with applicable securities laws, the Disbursing
Agent shall commence distributions, or cause to be distributed, to the
Reorganized Debtor Plan Administrator on behalf of holders of Disputed Claims,
and to each holder of an Allowed General Unsecured Claim, an Allowed Guaranty
Claim and an Allowed Intercompany Claim, an amount equal to such Creditor's
share, if any, of Plan Securities, as determined pursuant to Articles VII, X,
XI, XII, XIII, XIV, XV and XVI hereof, and semi-annually thereafter until such
time as there is no longer any potential Plan Securities to distribute, as
follows:

                      (i) Prisma: Distribution of Prisma Common Stock to holders
                      of Allowed General Unsecured Claims, Allowed Enron
                      Guaranty Claims, Allowed Wind Guaranty Claims and Allowed
                      Intercompany Claims shall commence upon (a) allowance of
                      General Unsecured Claims in an amount which would result
                      in the distribution of thirty percent (30%) of the issued
                      and outstanding shares of Prisma Common Stock and (b)
                      obtaining the requisite consents for the transfer of the
                      Prisma Assets to Prisma and the issuance of the Prisma
                      Common Stock;


                                       78

                      (ii) CrossCountry: Distributions of CrossCountry Common
                      Stock to holders of Allowed General Unsecured Claims,
                      Allowed Enron Guaranty Claims, Allowed Wind Guaranty
                      Claims and Allowed Intercompany Claims shall commence upon
                      (a) allowance of General Unsecured Claims in an amount
                      which would result in the distribution of thirty percent
                      (30%) of the issued and outstanding shares of CrossCountry
                      Common Stock and (b) obtaining the requisite consents for
                      the issuance of the CrossCountry Common Stock; and

                      (iii) PGE: Distributions of PGE Common Stock to holders of
                      Allowed General Unsecured Claims, Allowed Enron Guaranty
                      Claims, Allowed Wind Guaranty Claims and Allowed
                      Intercompany Claims shall commence upon (a) allowance of
                      General Unsecured Claims in an amount which would result
                      in the distribution of thirty percent (30%) of the issued
                      and outstanding shares of PGE Common Stock and (b)
                      obtaining the requisite consents for the issuance of the
                      PGE Common Stock;

provided, however, that, in the event that a Sale Transaction has occurred, or
an agreement for a Sale Transaction has been entered into and has not been
terminated, prior to the satisfaction of the conditions for the distribution of
such Plan Securities pursuant to this Section 32.1(c), the proceeds thereof
shall be distributed in accordance with the provisions of Section 32.1(a) of the
Plan in lieu of the Plan Securities that are the subject of such Sale
Transaction or agreement, or in the case of a Sale Transaction involving a sale
of all or substantially all of the assets of an issuer of Plan Securities, the
Plan Securities of such issuer (unless the agreement for such Sale Transaction
terminates subsequent to the satisfaction of such applicable conditions in this
Section 32.1(c), in which case, such Plan Securities shall be distributed
pursuant to this Section 32.1(c)), with the balance of such Plan Securities
distributed in accordance with the provisions of this Section 32.1(c); and,
provided, further, that, if in the joint determination of the Debtors and the
Creditors' Committee, the Prisma Trust Interests, CrossCountry Trust Interests
and/or PGE Trust Interests are created, on the Effective Date, such interests
shall be allocated to the appropriate holders thereof in accordance with Article
XXIV of the Plan in lieu of the distributions of Prisma Common Stock,
CrossCountry Common Stock and/or PGE Common Stock, respectively; and, provided,
further, that during the period of retention of any such Plan Securities, the
Disbursing Agent shall distribute, or cause to be distributed, to the
Reorganized Debtor Plan Administrator on behalf of holders of Disputed Claims,
and to each holder of an Allowed General Unsecured Claim, an Allowed Guaranty
Claim and an Allowed Intercompany Claim, an amount equal to such Creditor's
share, if any, of dividends declared and distributed with respect to any of the
Plan Securities; and, provided, further, until such time as all Disputed Claims
have been allowed by Final Order, in whole or in part, the Disbursing Agent
shall hold in reserve at least one percent (1%) of the Plan Securities to be
distributed in accordance with Section 21.3 of the Plan and this Section 32.1.

               (d) Recalculation of Distributive Assets, Guaranty Distributive
Assets and Intercompany Distributive Assets: Notwithstanding anything contained
herein to the contrary, in connection with each of the distributions of Creditor
Cash and Plan Securities to be made in accordance with this Section 32.1, the
Disbursing Agent shall calculate, or cause to be calculated, Distributive
Assets, Enron Guaranty Distributive Assets, Wind Guaranty Distributive


                                       79

Assets, ACFI Guaranty Distributive Assets, ENA Guaranty Distributive Assets, EPC
Guaranty Distributive Assets and Intercompany Distributive Assets as of the date
thereof, taking into account, among other things, (i) sales of Remaining Assets,
(ii) proceeds, if any, of Sale Transactions and (iii) the allowance or
disallowance of Disputed Claims, as the case may be.

             (e) Prior and Subsequent Bankruptcy Court Orders Regarding
Non-Conforming Distributions: For purposes of calculating distributions to be
made in accordance with Section 32.1 of the Plan, including, without limitation,
the payment of Allowed Claims in full, the Debtors, the Reorganized Debtors, the
Disbursing Agent and the Reorganized Debtor Plan Administrator shall take into
account those payments made or to be made to holders of Allowed Enron Senior
Note Claims and Allowed Enron Subordinated Debenture Claims pursuant to the
provisions of prior or subsequent orders of the Bankruptcy Court.

        32.2 TIMELINESS OF PAYMENTS: Any payments or distributions to be made
pursuant to the Plan shall be deemed to be timely made if made within twenty
(20) days after the dates specified in the Plan. Whenever any distribution to be
made under this Plan shall be due on a day other than a Business Day, such
distribution shall instead be made, without interest, on the immediately
succeeding Business Day, but shall be deemed to have been made on the date due.

        32.3 DISTRIBUTIONS BY THE DISBURSING AGENT: All distributions under the
Plan shall be made by the Disbursing Agent at the direction of the Reorganized
Debtor Plan Administrator. The Disbursing Agent shall be deemed to hold all
property to be distributed hereunder in trust for the Persons entitled to
receive the same. The Disbursing Agent shall not hold an economic or beneficial
interest in such property.

        32.4 MANNER OF PAYMENT UNDER THE PLAN: Unless the Entity receiving a
payment agrees otherwise, any payment in Cash to be made by the Reorganized
Debtors shall be made, at the election of the Reorganized Debtors, by check
drawn on a domestic bank or by wire transfer from a domestic bank; provided,
however, that no Cash payments shall be made to a holder of an Allowed Claim or
an Allowed Equity Interest until such time as the amount payable thereto is
equal to or greater than Ten Dollars ($10.00).

        32.5 DELIVERY OF DISTRIBUTIONS: Subject to the provisions of Rule 9010
of the Bankruptcy Rules, and except as provided in Section 32.4 of the Plan,
distributions and deliveries to holders of Allowed Claims shall be made at the
address of each such holder as set forth on the Schedules filed with the
Bankruptcy Court unless superseded by the address set forth on proofs of claim
filed by such holders, or at the last known address of such a holder if no proof
of claim is filed or if the Debtors has been notified in writing of a change of
address. Distributions for the benefit of holders of Enron Senior Notes shall be
made to the appropriate Enron Senior Notes Indenture Trustee. Each such Enron
Senior Note Indenture Trustee shall in turn administer the distribution to the
holders of Allowed Enron Senior Note Claims in accordance with the Plan and the
applicable Enron Senior Notes Indenture. The Enron Senior Notes Indenture
Trustee shall not be required to give any bond or surety or other security for
the performance of their duties unless otherwise ordered by the Bankruptcy
Court.

        32.6 FRACTIONAL SECURITIES: No fractional shares of Plan Securities
shall be issued. Fractional shares of Plan Securities shall be rounded to the
next greater or next lower number of


                                       80

shares in accordance with the following method: (a) fractions of one-half (1/2)
or greater shall be rounded to the next higher whole number, and (b) fractions
of less than one-half (1/2) shall be rounded to the next lower whole number. The
total number of shares or interests of Plan Securities to be distributed to a
Class hereunder shall be adjusted as necessary to account for the rounding
provided for in this Section 32.6. In the event that, as a result of such
rounding, a holder of a Claim would receive no distribution pursuant to this
Plan, such holder shall receive Cash in lieu of the fractional shares of Plan
Securities to purchase fractional shares such holder was entitled to receive.

        32.7   UNDELIVERABLE DISTRIBUTIONS:

               (a) Holding of Undeliverable Distributions: If any distribution
to any holder is returned to the Reorganized Debtors as undeliverable, no
further distributions shall be made to such holder unless and until the
Reorganized Debtors is notified, in writing, of such holder's then-current
address. Undeliverable distributions shall remain in the possession of the
Reorganized Debtors until such time as a distribution becomes deliverable. All
Entities ultimately receiving undeliverable Cash shall not be entitled to any
interest or other accruals of any kind. Nothing contained in the Plan shall
require the Reorganized Debtors to attempt to locate any holder of an Allowed
Claim or an Allowed Equity Interest.

               (b) Failure to Claim Undeliverable Distributions: On or about the
second (2nd) anniversary of the Effective Date, the Reorganized Debtors shall
file a list with the Bankruptcy Court setting forth the names of those Entities
for which distributions have been made hereunder and have been returned as
undeliverable as of the date thereof. Any holder of an Allowed Claim or an
Allowed Equity Interest that does not assert its rights pursuant to the Plan to
receive a distribution within three (3) years from and after the Effective Date
shall have its entitlement to such undeliverable distribution discharged and
shall be forever barred from asserting any entitlement pursuant to the Plan
against the Reorganized Debtors or its property. In such case, any consideration
held for distribution on account of such Claim or Equity Interest shall revert
to the Reorganized Debtors for redistribution to holders of Allowed Claims and
Allowed Equity Interests in accordance with the provisions of Section 32.1
hereof.

        32.8 COMPLIANCE WITH TAX REQUIREMENTS: The Reorganized Debtors shall
comply with all applicable tax withholding and reporting requirements imposed on
it by any governmental unit, and all distributions pursuant to the Plan shall be
subject to such withholding and reporting requirements.

        32.9 TIME BAR TO CASH PAYMENTS: Checks issued by the Reorganized Debtors
on account of Allowed Claims shall be null and void if not negotiated within
ninety (90) days from and after the date of issuance thereof. Requests for
reissuance of any check shall be made directly to the Reorganized Debtors by the
holder of the Allowed Claim with respect to which such check originally was
issued. Any claim in respect of such a voided check shall be made on or before
the later of (a) the second (2nd) anniversary of the Effective Date or (b)
ninety (90) days after the date of issuance of such check, if such check
represents a final distribution hereunder on account of such Claim. After such
date, all Claims in respect of voided checks shall be discharged and forever
barred and the Reorganized Debtors shall retain all monies


                                       81

related thereto for the sole purpose of adding such monies to Creditor Cash for
purposes of redistribution to Creditors in accordance with the terms and
provisions hereof.

        32.10 DISTRIBUTIONS AFTER EFFECTIVE DATE: Distributions made after the
Effective Date to holders of Claims that are not Allowed Claims as of the
Effective Date, but which later become Allowed Claims, shall be deemed to have
been made on the Effective Date.

        32.11 SETOFFS: The Reorganized Debtors may, pursuant to applicable
non-bankruptcy law, set off against any Allowed Claim and the distributions to
be made pursuant to the Plan on account thereof (before any distribution is made
on account of such Claim), the claims, rights and causes of action of any nature
the Debtors or the Reorganized Debtors may hold against the holder of such
Allowed Claim; provided, however, that neither the failure to effect such a
setoff nor the allowance of any Claim hereunder shall constitute a waiver or
release by the Debtors, Debtors in Possession or the Reorganized Debtors of any
such claims, rights and causes of action that the Debtors, Debtors in Possession
or the Reorganized Debtors may possess against such holder; and, provided,
further, that nothing contained herein is intended to limit the rights of any
Creditor to rights of setoff prior to the Effective Date in accordance with the
provisions of sections 362 and 553 of the Bankruptcy Code.

        32.12 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST:
To the extent that any Allowed Claim entitled to a distribution under the Plan
is comprised of indebtedness and accrued but unpaid interest thereon, such
distribution shall be allocated first to the principal amount of the Claim (as
determined for federal income tax purposes) and then, to the extent the
consideration exceeds the principal amount of the Claim, to accrued but unpaid
interest.

        32.13 SURRENDER OF INSTRUMENTS: Except to the extent evidenced by
electronic entry, as a condition of receiving any distribution under the Plan,
each holder of a certificated instrument or note must surrender such instrument
or note to the appropriate Indenture Trustee or Disbursing Agent or its
designee, unless such certificated instrument or note is being reinstated or
left unimpaired under the Plan. Any holder of such instrument or note that fails
to (i) surrender such instrument or note, or (ii) execute and deliver an
affidavit of loss and/or indemnity reasonably satisfactory to the appropriate
Indenture Trustee or Disbursing Agent before the first (1st) anniversary of the
Effective Date shall be deemed to have forfeited all rights and claims and may
not participate in any distribution under the Plan. Any distribution so
forfeited shall become the property of the Reorganized Debtors.

        32.14 CANCELLATION OF EXISTING SECURITIES AND AGREEMENTS: On the latest
to occur of (a) the Effective Date, (b) the entry of a Final Order resolving all
Claims in the Chapter 11 Cases and (c) the final distribution made to holders of
Allowed Claims and Allowed Equity Interests in accordance with Article XXXII of
the Plan, any document, agreement, or instrument evidencing any Claim shall be
deemed cancelled without further act or action under any applicable agreement,
law, regulation, order or rule and the obligations of the Debtors under such
documents, agreements or instruments evidencing such Claims shall be discharged;
provided, however, that the Enron Subordinated Indenture, the Enron Senior Notes
Indentures, the Enron TOPRS Indentures, the ETS Indentures and the ENA
Indentures shall continue in effect for the purposes of (i) allowing the Enron
Subordinated Indenture Trustee, the Enron Senior Notes


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Indenture Trustees, the Enron TOPRS Indenture Trustee, ETS Indenture Trustee and
the ENA Indenture Trustee to make any distributions pursuant to the Plan and to
perform such other necessary functions with respect thereto, and (ii) permitting
the Enron Senior Notes Indenture Trustees, the Enron Subordinated Indenture
Trustee, the Enron TOPRS Indenture Trustee, the ETS Indenture Trustee and the
ENA Indenture Trustee to maintain and assert any rights or liens for reasonable
fees, costs, and expenses under the Indentures; and, provided, further, that,
except as otherwise provided herein, nothing in this Plan shall impair, affect
or adversely affect the related transactions and the rights of the parties
thereto.

        32.15 CERTAIN INDENTURE TRUSTEE FEES AND EXPENSES: In the event that the
Debtors and the Creditors' Committee agree, in their joint and absolute
discretion, as to the Indenture Trustee Claims incurred during the period up to
and including the Effective Date, such Indenture Trustee Claims shall be paid in
Cash by the Reorganized Debtors on the Effective Date, or as soon as practicable
thereafter, without the need for the Indenture Trustees to file an application
for allowance thereof with the Bankruptcy Court. In the event that either the
Debtors or the Creditors' Committee disagrees with an Indenture Trustee as to
the reasonableness of all or a portion of the fees and expenses requested in an
Indenture Trustee Claim, such Indenture Trustee may, at its sole discretion,
request that the Bankruptcy Court (i) determine the reasonableness and allowance
of such contested amounts and (ii) direct the Reorganized Debtors to pay such
additional amounts determined to be reasonable, if any, and the Debtors,
Creditors' Committee and any other creditor or party in interest may object
thereto. To the extent that the Reorganized Debtors fail to pay any Indenture
Trustee Claim in full, whether as a result of the Bankruptcy Court's
determination or an Indenture Trustee's determination not to request payment
therefor, such Indenture Trustee shall have the right to assert its lien and
priority rights pursuant to the applicable Indenture for payment of any unpaid
amount. Notwithstanding the foregoing, the Reorganized Debtors shall be
responsible and, upon presentation of supporting documentation in form and
substance satisfactory to the Reorganized Debtors, satisfy the reasonable direct
out-of-pocket costs and expenses incurred by the Indenture Trustees in
connection with making distributions pursuant to the Plan; provided, however,
that, under no circumstances, shall the Reorganized Debtors be responsible for
any indemnification obligations, costs and expenses of any of the Indenture
Trustees associated with the negligence or willful misconduct of an Indenture
Trustee in making any such distributions.

        32.16 CANCELLATION OF PGE, CROSSCOUNTRY AND PRISMA SECURITIES: Upon the
issuance of each of the PGE Common Stock, CrossCountry Common Stock and Prisma
Common Stock to holders of Allowed Claims or the Operating Trusts, the Existing
PGE Common Stock, stock of CrossCountry held by ENE and/or any of its
subsidiaries, and stock of Prisma held by ENE and/or any of its subsidiaries,
respectively, shall be cancelled; provided, however, that, notwithstanding the
foregoing, in the event that (a) the Debtors and the Creditors' Committee, in
their joint and absolute discretion, determine to have issued preferred stock of
PGE, CrossCountry or one of the alternative structures contemplated pursuant to
Section 37.3 of the Plan, and (b) such preferred stock is issued subsequent to
the Confirmation Date and prior to the issuance of the PGE Common Stock, or the
CrossCountry Common Stock, as the case may be, to holders of Allowed Claims or
the Operating Trusts, such preferred stock shall not be cancelled.

        32.17 RECORD DATE: On the Record Date, registers of the respective
Indenture Trustees shall be closed and the Indenture Trustees shall have no
obligation to recognize any transfers of


                                       83

Claims arising under or related to the Enron Subordinated Indenture, the Enron
Senior Notes Indentures, the ETS Indentures, the Enron TOPRS Indentures or the
ENA Indentures occurring from and after the Record Date.

                                 ARTICLE XXXIII

              COMMITTEES, EXAMINERS, MEDIATOR AND EMPLOYEE COUNSEL

        33.1 CREDITORS' COMMITTEE - TERM AND FEES: From and after the Effective
Date, the Creditors' Committee shall be authorized only to perform the following
functions:

               (a) to prosecute, or to continue to prosecute, as the case may
be, claims on behalf of the Debtors' estates against individual insiders of the
Debtors; provided, however, that, if any such claims constitute Special
Litigation Trust Claims, such claims and causes of action shall be assigned to
the Special Litigation Trust and prosecuted by the Special Litigation Trustee
for and on behalf of the Special Litigation Trust and the beneficiaries thereof;
and

               (b) to complete litigation, other than such litigation referenced
in Section 30.1(a) hereof, if any, to which the Creditors' Committee is a party
as of the Effective Date.

From and after the Effective Date, the Reorganized Debtors shall pay the
reasonable fees and expenses of professionals the Creditors' Committee retains
or continues the retention of to satisfy the obligations and duties set forth in
this Section 33.1 and shall reimburse the members of the Creditors' Committee
for reasonable disbursements incurred. The Creditors' Committee shall be
dissolved and the members thereof and the professionals retained by the
Creditors' Committee in accordance with section 1103 of the Bankruptcy Code
shall be released and discharged from their respective fiduciary obligations
upon the earlier to occur of (y) resolution of all litigation to which the
Creditors' Committee is a party and (z) the entry of a Final Order dissolving
the Creditors' Committee. Notwithstanding the foregoing, (1) the members of the
Creditors' Committee which serve on a joint task force with the Debtors with
respect to the prosecution of Litigation Trust Claims shall continue to serve
from and after the Effective Date and (2) the professionals retained by the
Creditors' Committee with respect thereto shall continue such retention until a
Final Order has been entered (i) approving a compromise and settlement of all of
the Litigation Trust Claims or (ii) determining the Litigation Trust Claims set
forth in the MegaClaim Litigation and any other similar litigation.

        33.2 EMPLOYEE COMMITTEE - TERM AND FEES: From and after the Confirmation
Date, the Employee Committee shall be authorized only to perform the following
functions:

               (a) to prosecute, or continue to prosecute, as the case may be,
Deferred Compensation Litigation and Severance Settlement Fund Litigation; and

               (b) to complete litigation, other than such litigation referenced
in Section 33.2(a) hereof, if any, to which the Employee Committee is a party as
of the Confirmation Date.

From and after the Confirmation Date, the Debtors or the Reorganized Debtors, as
the case may be, shall pay the reasonable fees and expenses of professionals the
Employee Committee retains or continues the retention of to satisfy the
obligations and duties associated with the Deferred


                                       84

Compensation Litigation; provided, however, that, in connection with the
Severance Settlement Fund Litigation, counsel to the Employee Committee shall
continue to serve as counsel to the Severance Settlement Fund Trustee and be
compensated and reimbursed solely in accordance with the provisions of the
Severance Settlement Fund Trust Agreement and the Severance Settlement Fund
Order. The Employee Committee shall be dissolved and the members thereof and the
professionals retained by the Employee Committee in accordance with section 327,
328 or 1102 of the Bankruptcy Code shall be released and discharged from their
respective fiduciary obligations upon the earlier to occur of (y) resolution of
all litigation to which the Employee Committee is a party and (z) the entry of a
Final Order dissolving the Employee Committee.

        33.3 EXAMINERS - TERMS AND FEES: Except as provided below, on the tenth
(10th) day following the Confirmation Date, each of the ENE Examiners, the ENA
Examiner and the professionals retained by each of the ENE Examiner and the ENA
Examiner shall be released and discharged from their respective obligations
outstanding pursuant to the Investigative Orders of the Bankruptcy Court;
provided, however, that, notwithstanding the foregoing, during the period from
the Confirmation Date up to and including (a) the earlier to occur of (1) the
Confirmation Order becoming a Final Order and (2) the Effective Date, and (b)
the appointment of the board of directors as described in the last sentence of
Section 40.1 of the Plan, the ENA Examiner shall continue its other duties and
obligations pursuant to orders of the Bankruptcy Court. On or prior to the
thirtieth (30th) day following the Confirmation Date, and except as (y)
otherwise available on a centralized, coded filing system available to the
Debtors and the Creditors' Committee or (z) as prohibited by any existing
confidentiality order entered by the Bankruptcy Court or other confidentiality
agreement executed by the ENE Examiner or the ENA Examiner, as the case may be,
each of the ENE Examiner and the ENA Examiner shall deliver to the Reorganized
Debtors and the Creditors' Committee (i) one copy of each report filed by such
Person in the Chapter 11 Cases, (ii) all material cited in the footnotes of any
such report, (iii) any other materials, including, without limitation,
transcripts, interview memoranda, witness folders and transactional documents
and summaries thereof, produced, developed or compiled by the ENE Examiner or
the ENA Examiner, in each case in connection with the Investigative Orders and
(iv) a schedule of all materials which such Entity is, or claims to be,
precluded from delivering to the Debtors or the Creditors' Committee, in each
case in connection with the Investigative Orders.

        33.4 FEE COMMITTEE - TERM AND FEES: From and after the Confirmation
Date, the members of the Fee Committee and the Fee Committee's employees and
representatives shall continue to serve and be authorized to perform the
following functions:

               (a) to review, analyze and prepare advisory reports with respect
to applications for the payment of fees and the reimbursement of expenses of
professionals retained in the Chapter 11 Cases pursuant to an order of the
Bankruptcy Court during the period up to and including the Confirmation Date,
including, without limitation, final fee applications in accordance with
sections 328, 330, 331 and 503 of the Bankruptcy Code; and

               (b) if necessary, appear before the Bankruptcy Court with respect
to any such application.


                                       85

From and after the Confirmation Date, the Reorganized Debtors shall pay the
reasonable fees and expenses of the members of the Fee Committee and the Fee
Committee's employees and representatives to satisfy the obligations and duties
set forth in this Section 30.4. Notwithstanding the foregoing, the Fee Committee
shall be dissolved and the members thereof and the employees and professionals
retained by the Fee Committee shall be released and discharged from their
respective obligations upon the earlier to occur of (i) the one (1) year
anniversary of the Confirmation Date and (ii) satisfaction of the obligations
and duties set forth in this Section 33.4.

        33.5 MEDIATOR - TERM AND FEES: From and after the Confirmation Date and
until such time as the Mediator terminates all efforts with respect thereto, the
Reorganized Debtors shall continue to participate in the mediation required by
the Mediation Orders. In accordance with the Mediation Orders, the Reorganized
Debtors shall be responsible for their one-third (1/3) share of the Mediator's
expenses and such expenses shall be treated as Administrative Expense Claims in
accordance with the provisions of the Plan and the Confirmation Order.

        33.6 EMPLOYEE COUNSEL: From and after the Confirmation Date and until
such time as the board of directors of ENE or Reorganized ENE, as the case may
be, determines otherwise, all counsel retained and authorized to provide
services to then-current employees of the Debtors pursuant to the Employee
Counsel Orders shall continue to provide services to such employees in
accordance with the provisions contained therein; provided, however, that,
nothing contained in this Section 33.6 shall inhibit, prejudice or otherwise
affect the rights of the Creditors' Committee with respect to its appeals of the
Employee Counsel Orders in connection with fees and expenses incurred prior to
the Confirmation Date.

                                  ARTICLE XXXIV

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

        34.1 REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES: Any
executory contracts or unexpired leases not set forth on the Assumption Schedule
that have not expired by their own terms on or prior to the Confirmation Date,
which have not been assumed and assigned or rejected with the approval of the
Bankruptcy Court, or which are not the subject of a motion to assume the same
pending as of the Confirmation Date shall be deemed rejected by the Debtors in
Possession on the Confirmation Date and the entry of the Confirmation Order by
the Bankruptcy Court shall constitute approval of such rejections pursuant to
sections 365(a) and 1123 of the Bankruptcy Code.

        34.2 CURE OF DEFAULTS FOR ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED
LEASES: Not later than five (5) days prior to the Ballot Date, as the same may
be extended, the Debtors in Possession shall file the Assumption Schedule with
the Bankruptcy Court setting forth the list of executory contracts and unexpired
leases to be assumed by the Debtors pursuant to the Plan as of the Effective
Date, and such executory contracts and unexpired leases shall be deemed assumed
as of the Effective Date. The listing of a document on the Assumption Schedule
shall not constitute an admission by the Debtors that such document is an
executory contract or an unexpired lease or that the Debtors have any liability
thereunder, with the exception of the amount of any proposed cure amount listed
thereon. Unless otherwise specified on the


                                       86

Assumption Schedule, each executory contract or unexpired lease listed on the
Assumption Schedule shall include all exhibits, schedules, riders,
modifications, amendments, supplements, attachments, restatements, or other
agreements made directly or indirectly by any agreement, instrument, or other
document that in any manner affects such executory contract or unexpired lease,
without regard to whether such agreement, instrument or other document is listed
on the Assumption Schedule. The Debtors in Possession may at any time during the
period from the Confirmation Date up to and including the Effective Date amend
the Assumption Schedule to delete any executory contracts or unexpired leases
therefrom. In the event that the Debtors in Possession determine to amend the
Assumption Schedule, (1) the Debtors in Possession shall file a notice (a
"Rejection Notice") of any such amendment with the Bankruptcy Court and serve
such Rejection Notice on any affected party and (2) any executory contract or
unexpired lease deleted from the Assumption Schedule shall be deemed rejected as
of the date of such Rejection Notice. Any monetary amounts required as cure
payments on each executory contract and unexpired lease to be assumed pursuant
to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy
Code, by payment of the cure amount in Cash on the Effective Date or upon such
other terms and dates as the parties to such executory contracts or unexpired
leases otherwise may agree. In the event of a dispute regarding (a) the amount
of any cure payment, (b) the ability of the Debtors or any assignee to provide
"adequate assurance of future performance" (within the meaning of section 365 of
the Bankruptcy Code) under the contract or lease to be assumed or (c) any other
matter pertaining to assumption arises, the cure payments required by section
365(b)(1) of the Bankruptcy Code shall be subject to the jurisdiction of the
Bankruptcy Court and made following the existence of a Final Order resolving
such dispute.

        34.3 REJECTION OF INTERCOMPANY TRADING CONTRACTS: Notwithstanding
anything contained herein to the contrary, all trading contracts between or
among (a) two or more Debtors or (b) a Debtor and any wholly-owned Affiliate
shall be deemed for all purposes to have been rejected and otherwise terminated
as of the Initial Petition Date and the values and damages attributable thereto
shall be calculated as of the Initial Petition Date.

        34.4 REJECTION DAMAGE CLAIMS: Except with regard to executory contracts
governed in accordance with the provisions of Section 34.3 hereof, if the
rejection of an executory contract or unexpired lease by the Debtors in
Possession hereunder results in damages to the other party or parties to such
contract or lease, any claim for such damages, if not heretofore evidenced by a
filed proof of claim, shall be forever barred and shall not be enforceable
against the Debtors, or its properties or agents, successors, or assigns, unless
a proof of claim is filed with the Bankruptcy Court and served upon attorneys
for the Debtors on or before thirty (30) days after the latest to occur of (a)
the Confirmation Date, (b) the date of entry of an order by the Bankruptcy Court
authorizing rejection of a particular executory contract or unexpired lease and
(c) the date of the Rejection Notice with respect to a particular executory
contract or unexpired lease.

        34.5 INDEMNIFICATION AND REIMBURSEMENT OBLIGATIONS: For purposes of the
Plan, the obligations of the Debtors to indemnify and reimburse its directors or
officers that were directors or officers, respectively, on or prior to the
Petition Date shall be treated as Section 510 Subordinated Claims.
Indemnification obligations of the Debtors arising from services as officers and
directors during the period from and after the Initial Petition Date shall be
Administrative Expense Claims to the extent previously authorized by a Final
Order.


                                       87

        34.6 REJECTION OF TOPRS-RELATED AGREEMENTS: On the Effective Date, each
of the (a) ECT I Trust Declarations, (b) ECT II Trust Declarations, (c) EPF I
Partnership Agreement and (d) EPF II Partnership Agreement shall be deemed to be
rejected. In connection therewith, and in full and final satisfaction of any
rights, interests or Claims of ECT I, ECT II, EPF I, EPF II and holders of the
TOPRS against any of the Debtors and their affiliates, ENE, as general partner
of EPF I and EPF II, shall declare a distribution of all assets of EPF I and EPF
II, including, without limitation, Cash, Plan Securities, Litigation Trust
Interests, Special Litigation Trust Interests and Eligible Debt Securities, as
defined in the EPF I Partnership Agreement and the EPF II Partnership Agreement,
to ECT I and ECT II, respectively, which distribution shall be made to National
City Bank, in its capacity as ECT I Property Trustee and ECT II Property
Trustee. Upon the earlier to occur of (i) the Confirmation Order becoming a
Final Order and (ii) the Effective Date, all claims, causes of action or other
challenges of any kind or nature which could be asserted by the Debtors, the
Creditors' Committee, any trustee appointed in the Debtors' bankruptcy cases, or
any creditor or party in interest in the Debtors' bankruptcy cases, or any of
them, against or with respect to National City Bank, as Indenture Trustee, ECT I
Property Trustee and ECT II Property Trustee, ECT I, ECT II, the TOPRS issued by
either of them, EPF I, EPF II, the limited partnership interests issued by
either of them, the ETS Debentures, the ENA Subordinated Debentures or the Enron
TOPRS Debentures, including, without limitation, substantive consolidation,
piercing of the corporate veil, recharacterization of the TOPRS or the limited
partnership interests in EPF I or EPF II as preferred stock or any other equity
interest of ENE or any of its affiliates, preferences, fraudulent conveyance and
other avoidance actions shall be deemed forever waived and released.

                                  ARTICLE XXXV

                      RIGHTS AND POWERS OF DISBURSING AGENT

        35.1 EXCULPATION: From and after the Effective Date, the Disbursing
Agent shall be exculpated by all Persons and Entities, including, without
limitation, holders of Claims and Equity Interests and other parties in
interest, from any and all claims, causes of action and other assertions of
liability arising out of the discharge of the powers and duties conferred upon
such Disbursing Agent by the Plan or any order of the Bankruptcy Court entered
pursuant to or in furtherance of the Plan, or applicable law, except for actions
or omissions to act arising out of the gross negligence or willful misconduct of
such Disbursing Agent. No holder of a Claim or an Equity Interest or other party
in interest shall have or pursue any claim or cause of action against the
Disbursing Agent for making payments in accordance with the Plan or for
implementing the provisions of the Plan.

        35.2 POWERS OF THE DISBURSING AGENT: Except to the extent that the
responsibility for the same is vested in the Reorganized Debtor Plan
Administrator pursuant to the Reorganized Debtor Plan Administration Agreement,
the Disbursing Agent shall be empowered to (a) take all steps and execute all
instruments and documents necessary to effectuate the Plan, (b) make
distributions contemplated by the Plan, (c) comply with the Plan and the
obligations thereunder, (d) file all tax returns and pay taxes in connection
with the reserves created pursuant to Article XVIII of the Plan, and (e)
exercise such other powers as may be vested in the Disbursing Agent pursuant to
order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the
Disbursing Agent to be necessary and proper to implement the provisions of the
Plan.


                                       88

        35.3 FEES AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE DATE:
Except as otherwise ordered by the Bankruptcy Court, the amount of any
reasonable fees and expenses incurred by the Disbursing Agent from and after the
Effective Date and any reasonable compensation and expense reimbursement claims,
including, without limitation, reasonable fees and expenses of counsel, made by
the Disbursing Agent, shall be paid in Cash by the Reorganized Debtors without
further order of the Bankruptcy Court within fifteen (15) days of submission of
an invoice by the Disbursing Agent. In the event that the Reorganized Debtors
object to the payment of such invoice for post-Effective Date fees and expenses,
in whole or in part, and the parties cannot resolve such objection after good
faith negotiation, the Bankruptcy Court shall retain jurisdiction to make a
determination as to the extent to which the invoice shall be paid by the
Reorganized Debtors.

                                  ARTICLE XXXVI

                    THE REORGANIZED DEBTOR PLAN ADMINISTRATOR

        36.1 APPOINTMENT OF REORGANIZED DEBTOR PLAN ADMINISTRATOR: On the
Effective Date, compliance with the provisions of the Plan shall become the
general responsibility of the Reorganized Debtor Plan Administrator, an employee
of the Reorganized Debtors, (subject to the supervision of the Board of
Directors of the Reorganized Debtors) pursuant to and in accordance with the
provisions of the Plan and the Reorganized Debtor Plan Administration Agreement.

        36.2 RESPONSIBILITIES OF THE REORGANIZED DEBTOR PLAN ADMINISTRATOR: In
accordance with the Reorganized Debtor Plan Administration Agreement, the
responsibilities of the Reorganized Debtor Plan Administrator shall include (a)
facilitating the Reorganized Debtors' prosecution or settlement of objections to
and estimations of Claims, (b) prosecution or settlement of claims and causes of
action held by the Debtors and Debtors in Possession, (c) assisting the
Litigation Trustee and the Special Litigation Trustee in performing their
respective duties, (d) calculating and assisting the Disbursing Agent in
implementing all distributions in accordance with the Plan, (e) filing all
required tax returns and paying taxes and all other obligations on behalf of the
Reorganized Debtors from funds held by the Reorganized Debtors, (f) periodic
reporting to the Bankruptcy Court, of the status of the Claims resolution
process, distributions on Allowed Claims and prosecution of causes of action,
(g) liquidating the Remaining Assets and providing for the distribution of the
net proceeds thereof in accordance with the provisions of the Plan, and (h) such
other responsibilities as may be vested in the Reorganized Debtor Plan
Administrator pursuant to the Plan, the Reorganized Debtor Plan Administration
Agreement or Bankruptcy Court order or as may be necessary and proper to carry
out the provisions of the Plan.

        36.3 POWERS OF THE REORGANIZED DEBTOR PLAN ADMINISTRATOR: The powers of
the Reorganized Debtor Plan Administrator shall, without any further Bankruptcy
Court approval in each of the following cases, include (a) the power to invest
funds in, and withdraw, make distributions and pay taxes and other obligations
owed by the Reorganized Debtors from funds held by the Reorganized Debtor Plan
Administrator and/or the Reorganized Debtors in accordance with the Plan, (b)
the power to compromise and settle claims and causes of action on behalf of or
against the Reorganized Debtors other than Litigation Trust Claims, Special
Litigation Trust Claims and claims and causes of action which are the subject of
the Severance


                                       89

Settlement Fund Litigation, and (c) such other powers as may be vested in or
assumed by the Reorganized Debtor Plan Administrator pursuant to the Plan, the
Reorganized Debtor Plan Administration Agreement or as may be deemed necessary
and proper to carry out the provisions of the Plan.

        36.4 COMPENSATION OF THE REORGANIZED DEBTOR PLAN ADMINISTRATOR: In
addition to reimbursement for actual out-of-pocket expenses incurred by the
Reorganized Debtor Plan Administrator, the Reorganized Debtor Plan Administrator
shall be entitled to receive reasonable compensation for services rendered on
behalf of the Reorganized Debtors in an amount and on such terms as may be
reflected in the Reorganized Debtor Plan Administration Agreement.

        36.5 TERMINATION OF REORGANIZED DEBTOR PLAN ADMINISTRATOR: The duties,
responsibilities and powers of the Reorganized Debtor Plan Administrator shall
terminate pursuant to the terms of the Reorganized Debtor Plan Administration
Agreement.

                                 ARTICLE XXXVII

                    CONDITIONS PRECEDENT TO EFFECTIVE DATE OF
                       THE PLAN; IMPLEMENTATION PROVISIONS

        37.1 CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN: The occurrence
of the Effective Date and the substantial consummation of the Plan are subject
to satisfaction of the following conditions precedent:

               (a) Entry of the Confirmation Order: The Clerk of the Bankruptcy
Court shall have entered the Confirmation Order, in form and substance
reasonably satisfactory to the Debtors and the Creditors' Committee and the
effectiveness of which shall not have been stayed ten (10) days following the
entry thereof.

               (b) Execution of Documents; Other Actions: All other actions and
documents necessary to implement the Plan shall have been effected or executed.

               (c) Prisma Consents Obtained: The requisite consents to the
transfer of the Prisma Assets to Prisma and the issuance of the Prisma Common
Stock have been obtained.

               (d) CrossCountry Consents Obtained: The requisite consents to the
issuance of the CrossCountry Common Stock have been obtained.

               (e) PGE Approval: The requisite consents for the issuance of the
PGE Common Stock have been obtained.

        37.2 WAIVER OF CONDITIONS PRECEDENT: To the extent practicable or
legally permissible, each of the conditions precedent in Section 37.1 hereof,
may be waived, in whole or in part, by the Debtors with the consent of the
Creditors' Committee. Any such waiver of a condition precedent may be effected
at any time by filing a notice thereof with the Bankruptcy Court.


                                       90

        37.3 ALTERNATIVE STRUCTURES: Notwithstanding anything contained in the
Plan to the contrary, the Debtors, if jointly determined after consultation with
the Creditors' Committee, may, after obtaining the requisite approvals, (a) form
one (1) or more holding companies to hold the common stock of the Entities to be
issued hereunder and issue the common equity interest therein in lieu of the
common stock to be issued hereunder and (b) form one (1) or more limited
liability companies in lieu of the Entities to be created hereunder and issue
the membership interests therein in lieu of the common stock to be issued
hereunder; provided, however, that no such structures shall materially adversely
affect the substance of the economic and governance provisions contained herein.

                                 ARTICLE XXXVIII

                            RETENTION OF JURISDICTION

        38.1 RETENTION OF JURISDICTION: The Bankruptcy Court shall retain and
have exclusive jurisdiction over any matter arising under the Bankruptcy Code,
arising in or related to the Chapter 11 Cases or the Plan, or that relates to
the following:

               (a) to resolve any matters related to the assumption, assumption
and assignment or rejection of any executory contract or unexpired lease to
which a Debtor is a party or with respect to which a Debtor may be liable and to
hear, determine and, if necessary, liquidate, any Claims arising therefrom,
including those matters related to the amendment after the Effective Date of the
Plan, to add any executory contracts or unexpired leases to the list of
executory contracts and unexpired leases to be rejected;

               (b) to enter such orders as may be necessary or appropriate to
implement or consummate the provisions of the Plan and all contracts,
instruments, releases, and other agreements or documents created in connection
with the Plan;

               (c) to determine any and all motions, adversary proceedings,
applications and contested or litigated matters that may be pending on the
Effective Date or that, pursuant to the Plan, may be instituted by the
Reorganized Debtors, the Litigation Trust or the Special Litigation Trust prior
to or after the Effective Date;

               (d) to ensure that distributions to holders of Allowed Claims and
Allowed Equity Interests are accomplished as provided herein;

               (e) to hear and determine any timely objections to Administrative
Expense Claims or to proofs of Claim and Equity Interests filed, both before and
after the Confirmation Date, including any objections to the classification of
any Claim or Equity Interest, and to allow, disallow, determine, liquidate,
classify, estimate or establish the priority of or secured or unsecured status
of any Claim, in whole or in part;

               (f) to enter and implement such orders as may be appropriate in
the event the Confirmation Order is for any reason stayed, revoked, modified,
reversed or vacated;

               (g) to issue such orders in aide of execution of the Plan, to the
extent authorized by section 1142 of the Bankruptcy Code;


                                       91

               (h) to consider any modifications of the Plan, to cure any defect
or omission, or reconcile any inconsistency in any order of the Bankruptcy
Court, including the Confirmation Order;

               (i) to hear and determine all applications for awards of
compensation for services rendered and reimbursement of expenses incurred prior
to the Effective Date;

               (j) to hear and determine disputes arising in connection with or
relating to the Plan or the interpretation, implementation, or enforcement of
the Plan or the extent of any Entity's obligations incurred in connection with
or released under the Plan;

               (k) to issue injunctions, enter and implement other orders or
take such other actions as may be necessary or appropriate to restrain
interference by any Entity with consummation or enforcement of the Plan;

               (l) to determine any other matters that may arise in connection
with or are related to the Plan, the Disclosure Statement, the Confirmation
Order or any contract, instrument, release or other agreement or document
created in connection with the Plan or the Disclosure Statement;

               (m) to hear and determine matters concerning state, local and
federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;

               (n) to hear any other matter or for any purpose specified in the
Confirmation Order that is not inconsistent with the Bankruptcy Code; and

               (o) to enter a final decree closing the Chapter 11 Cases.

                                  ARTICLE XXXIX

               MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

        39.1 MODIFICATION OF PLAN: The Debtors reserve the right, in accordance
with the Bankruptcy Code and the Bankruptcy Rules, subject to the consent of the
Creditors' Committee and, in the event any amendment or modification would
materially adversely affect the substance of the economic and governance
provisions set forth in the Plan, including, without limitation, Article II of
the Plan, the ENA Examiner as Plan facilitator, to amend or modify the Plan, the
Plan Supplement or any exhibits to the Plan at any time prior to the entry of
the Confirmation Order. Upon entry of the Confirmation Order, the Debtors may,
subject to the consent of the Creditors' Committee, upon order of the Bankruptcy
Court, amend or modify the Plan, in accordance with section 1127(b) of the
Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency
in the Plan in such manner as may be necessary to carry out the purpose and
intent of the Plan. A holder of a Claim that has accepted the Plan shall be
deemed to have accepted the Plan as modified if the proposed modification does
not materially and adversely change the treatment of the Claim of such holder.


                                       92





      39.2 REVOCATION OR WITHDRAWAL:

            (a) The Plan may be revoked or withdrawn prior to the Confirmation
Date by the Debtors.

            (b) If the Plan is revoked or withdrawn prior to the Confirmation
Date, or if the Plan does not become effective for any reason whatsoever, then
the Plan shall be deemed null and void. In such event, nothing contained herein
shall be deemed to constitute a waiver or release of any claims by the Debtors
or any other Entity or to prejudice in any manner the rights of the Debtors or
any other Entity in any further proceedings involving the Debtors.

                                   ARTICLE XL

                            PROVISION FOR MANAGEMENT

      40.1 REORGANIZED DEBTORS DIRECTORS: On the Effective Date, the board of
directors of Reorganized ENE shall consist of five (5) persons selected by the
Debtors, after consultation with (a) the Creditors' Committee with respect to
four (4) of the Debtors' selections and (b) the ENA Examiner with respect to one
(1) of the Debtors' selections, all of which shall be disclosed prior to the
Confirmation Hearing. In the event that, during the period from the Confirmation
Hearing up to and including the Effective Date, circumstances require the
substitution of one (1) or more persons selected to serve on the board of
directors of Reorganized ENE, the Debtors shall file a notice thereof with the
Bankruptcy Court and, for purposes of section 1129 of the Bankruptcy Code, any
such replacement person, designated in accordance with the requirements of the
immediately preceding sentence, shall be deemed to have been selected and
disclosed prior to the Confirmation Hearing. The terms and manner of selection
of the directors of each of the other Reorganized Debtors shall be as provided
in the Reorganized Debtors Certificate of Incorporation and the Reorganized
Debtors By-laws, as the same may be amended, and shall be disclosed prior to the
Confirmation Hearing. Notwithstanding anything contained herein to the contrary,
the board of directors of ENE, if selected prior to the Effective Date in a
manner consistent with the provisions of this Section 40.1, shall constitute (1)
the board of directors of ENE in accordance with the terms and provisions of
ENE's articles of incorporation and by-laws and shall serve as the board of
directors of Reorganized ENE from and after the Effective Date and (b)
satisfaction of the condition precedent set forth in Section 33.3 of the Plan
with respect to the term of the ENA Examiner.

      40.2 OPERATING ENTITIES DIRECTORS: On the Effective Date, the respective
boards of directors of Prisma, CrossCountry and PGE shall consist of individuals
designated by the Debtors, after consultation with the Creditors' Committee, all
of which shall be disclosed prior to the Confirmation Hearing. In the event
that, during the period from the Confirmation Date up to and including the
Effective Date, circumstances require the substitution of one (1) or more
persons selected to serve, the Debtors shall file a notice thereof with the
Bankruptcy Court and, for purposes of section 1129 of the Bankruptcy Code, any
such replacement person, designated after consultation with the Creditors'
Committee, shall be deemed to have been selected and disclosed prior to the
Confirmation Hearing. Thereafter, the terms and manner of selection of the
directors of Prisma, CrossCountry and PGE shall be as provided in (a) the Prisma
Memorandum of Association and Prisma Articles of Association, (b) the
CrossCountry

                                       93

Certificate of Incorporation and CrossCountry By-laws, and (c) the PGE
Certificate of Incorporation and PGE By-laws, respectively, as the same may be
amended.

                                  ARTICLE XLI

                      ARTICLES OF INCORPORATION AND BY-LAWS
                        OF THE DEBTORS; CORPORATE ACTION

      41.1 AMENDMENT OF ARTICLES OF INCORPORATION AND BY-LAWS: The articles of
incorporation and by-laws of the Debtors shall be amended as of the Effective
Date to provide substantially as set forth in the Reorganized Debtors
Certificate of Incorporation and the Reorganized Debtors By-laws.

      41.2 CORPORATE ACTION: On the Effective Date, the adoption of the
Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws shall be authorized and approved in all respects, in each case without
further action under applicable law, regulation, order, or rule, including,
without limitation, any action by the stockholders of the Debtors or the
Reorganized Debtors. The cancellation of all Equity Interests and other matters
provided under the Plan involving the corporate structure of the Reorganized
Debtors or corporate action by the Reorganized Debtors shall be deemed to have
occurred, be authorized, and shall be in effect without requiring further action
under applicable law, regulation, order, or rule, including, without limitation,
any action by the stockholders of the Debtors or the Reorganized Debtors.
Without limiting the foregoing, from and after the Confirmation Date, the
Debtors, the Reorganized Debtors and the Reorganized Debtor Plan Administrator
may take any and all actions deemed appropriate in order to consummate the
transactions contemplated herein and, notwithstanding any provision contained in
the Debtors' articles of incorporation and by-laws to the contrary, such
Entities shall not require the affirmative vote of holders of Equity Interests
in order to take any corporate action including to (i) consummate a Sale
Transaction, (ii) compromise and settle claims and causes of action of or
against the Debtors and their chapter 11 estates, and (iii) dissolve, merge or
consolidate with any other Entity.

                                  ARTICLE XLII

                            MISCELLANEOUS PROVISIONS

      42.1 TITLE TO ASSETS: Except as otherwise provided by the Plan, including,
without limitation, Section 42.2 of the Plan, on the Effective Date, title to
all assets and properties encompassed by the Plan shall vest in the Reorganized
Debtors free and clear of all Liens and in accordance with section 1141 of the
Bankruptcy Code, and the Confirmation Order shall be a judicial determination of
discharge of the liabilities of the Debtors and the Debtors in Possession except
as provided in the Plan. Notwithstanding the foregoing, the Debtors and the
Reorganized Debtors, in their sole and absolute discretion, may (a) encumber all
of the Debtors' assets for the benefit of Creditors or (b) transfer such assets
to another Entity to secure the payment and performance of all obligations
provided for herein.

      42.2 DISTRIBUTION OF RESERVED FUNDS: Upon the Effective Date, all proceeds
reserved pursuant to a Sale/Settlement Order and not subject to a dispute
concerning the allocation thereof

                                       94

shall vest in the Reorganized Debtors free and clear of all Liens and in
accordance with section 1141 of the Bankruptcy Code and be subject to
distribution in accordance with the provisions hereof. Notwithstanding the terms
and conditions of any of the Sale/Settlement Orders, to the extent necessary to
allocate the proceeds reserved pursuant to a Sale/Settlement Order, on or prior
to the three (3) month anniversary of the Confirmation Date, the Debtors shall
file one or motions with the Bankruptcy Court to determine the allocation of
proceeds reserved pursuant to a Sale/Settlement Order. Any such motion shall be
deemed served upon the necessary parties if served in accordance with the Case
Management Order. Upon entry of a Final Order of the Bankruptcy Court with
respect to the allocation of such proceeds, and to the extent allocated to the
Debtors or any Enron Affiliate, all such proceeds shall vest in the Reorganized
Debtors or such Enron Affiliate free and clear of all Liens and in accordance
with section 1141 of the Bankruptcy Code and be subject to distribution in
accordance with the provisions hereof.

      42.3 DISCHARGE OF DEBTORS: Except as otherwise provided herein, on the
latest to occur of (a) the Effective Date, (b) the entry of a Final Order
resolving all Claims in the Chapter 11 Cases and (c) the final distribution made
to holders of Allowed Claims and Allowed Equity Interests in accordance with
Article XXXII of the Plan, all Claims against and Equity Interests in the
Debtors and Debtors in Possession, shall be discharged and released in full;
provided, however, that, the Bankruptcy Court may, upon request by the
Reorganized Debtors, and notice and a hearing, enter an order setting forth that
such Claims and Equity Interests shall be deemed discharged and released on such
earlier date as determined by the Bankruptcy Court; and, provided, further,
that, upon all distributions being made pursuant to the Plan, the Debtors and
the Reorganized Debtors, as the case may be, shall be deemed dissolved for all
purposes and the Reorganized Debtor Plan Administrator shall cause the Debtors
and the Reorganized Debtors, as the case may be, to take such action to effect
such dissolution in accordance with applicable state law. All Persons and
Entities shall be precluded from asserting against the Debtors, the Debtors in
Possession, their successors or assigns, including, without limitation, the
Reorganized Debtors, the Reorganized Debtors' subsidiaries, the Reorganized
Debtor Plan Administrator, their agents and employees, or their respective
assets properties or interests in property, any other or further Claims based
upon any act or omission, transaction or other activity of any kind or nature
that occurred prior to the Confirmation Date, whether or not the facts or legal
bases therefor were known or existed prior to the Confirmation Date regardless
of whether a proof of Claim or Equity Interest was filed, whether the holder
thereof voted to accept or reject the Plan or whether the Claim or Equity
Interest is an Allowed Claim or an Allowed Equity Interest.

      42.4 INJUNCTION ON CLAIMS: Except as otherwise expressly provided in the
Plan, the Confirmation Order or such other order of the Bankruptcy Court that
may be applicable, all Persons or Entities who have held, hold or may hold
Claims or other debt or liability that is discharged or Equity Interests or
other right of equity interest that is terminated or cancelled pursuant to the
Plan are permanently enjoined, from and after the Effective Date, from (a)
commencing or continuing in any manner any action or other proceeding of any
kind on any such Claim or other debt or liability or Equity Interest or other
right of equity interest that is terminated or cancelled pursuant to the Plan
against the Debtors, the Debtors in Possession or the Reorganized Debtors, the
Debtors' estates or properties or interests in properties of the Debtors or the
Reorganized Debtors, (b) the enforcement, attachment, collection or recovery by
any manner or means of any judgment, award, decree or order against the Debtors,
the Debtors in Possession or the Reorganized Debtors, the Debtors' estates or
properties or interests in

                                       95

properties of the Debtors, the Debtors in Possession or the Reorganized Debtors,
(c) creating, perfecting, or enforcing any encumbrance of any kind against the
Debtors, the Debtors in Possession or the Reorganized Debtors or against the
property or interests in property of the Debtors, the Debtors in Possession or
the Reorganized Debtors , and (d) asserting any right of setoff, subrogation or
recoupment of any kind against any obligation due from the Debtors, the Debtors
in Possession or the Reorganized Debtors or against the property or interests in
property of the Debtors, the Debtors in Possession or the Reorganized Debtors,
with respect to any such Claim or other debt or liability that is discharged or
Equity Interest or other right of equity interest that is terminated or
cancelled pursuant to the Plan; provided, however, that such injunction shall
not preclude the United States of America of any of its police or regulatory
agencies from enforcing their police or regulatory powers; and, provided,
further, that, except in connection with a properly filed proof of claim, the
foregoing proviso does not permit the United States of America or any of its
police or regulatory agencies from obtaining any monetary recovery from the
Debtors, the Debtors in Possession or the Reorganized Debtors or their
respective property or interests in property with respect to any such Claim or
other debt or liability that is discharged or Equity Interest or other right of
equity interest that is terminated or cancelled pursuant to the Plan, including,
without limitation, any monetary claim or penalty in furtherance of a police or
regulatory power. Such injunction (y) shall extend to all successors of the
Debtors and Debtors in Possession and the Creditors' Committee and its members,
and their respective properties and interests in property; provided, however,
that such injunction shall not extend to or protect members of the Creditors'
Committee and their respective properties and interests in property for actions
based upon acts outside the scope of service on the Creditors' Committee, and
(z) is not intended, nor shall it be construed, to extend to the assertion, the
commencement or the prosecution of any claim or cause of action against any
present or former member of the Creditors' Committee and their respective
properties and interests in property arising from or relating to such member's
pre-Petition Date acts or omissions, including, without limitation, the Class
Actions.

      42.5 TERM OF EXISTING INJUNCTIONS OR STAYS: Unless otherwise provided, all
injunctions or stays provided for in the Chapter 11 Cases pursuant to sections
105, 362 or 525 of the Bankruptcy Code, or otherwise, and in existence on the
Confirmation Date, shall remain in full force and effect until entry of an order
in accordance with Section 42.17 of the Plan or such other Final Order of the
Bankruptcy Court.

      42.6 LIMITED RELEASE OF DIRECTORS, OFFICERS AND EMPLOYEES: No claims of
the Debtors' estates against their present and former officers, directors,
employees, consultants and agents and arising from or relating to the period
prior to the Initial Petition Date are released by this Plan. As of the
Effective Date, the Debtors and the Debtors in Possession shall be deemed to
have waived and released its present and former directors, officers, employees,
consultants and agents who were directors, officers, employees, consultants or
agents, respectively, at any time during the Chapter 11 Cases, from any and all
claims of the Debtors' estates arising from or relating to the period from and
after the Initial Petition Date; provided, however, that, except as otherwise
provided by prior or subsequent Final Order of the Bankruptcy Court, this
provision shall not operate as a waiver or release of (a) any Person (i) named
or subsequently named as a defendant in any of the Class Actions, (ii) named or
subsequently named as a defendant in any action commenced by or on behalf of the
Debtors in Possession, including any actions prosecuted by the Creditors'
Committee and the Employee Committee, (iii) identified or

                                       96

subsequently identified as a wrongful actor in the "Report of Investigation by
the Special Investigative Committee of the Board of Directors of Enron Corp.",
dated February 1, 2002, (iv) identified or subsequently identified in a report
by the Enron Examiner or the ENA Examiner as having engaged in acts of
dishonesty or willful misconduct detrimental to the interests of the Debtors, or
(v) adjudicated or subsequently adjudicated by a court of competent jurisdiction
to have engaged in acts of dishonesty or willful misconduct detrimental to the
interests of the Debtors or (b) any claim (i) with respect to any loan, advance
or similar payment by the Debtors to any such person, (ii) with respect to any
contractual obligation owed by such person to the Debtors, (iii) relating to
such person's knowing fraud, or (iv) to the extent based upon or attributable to
such person gaining in fact a personal profit to which such person was not
legally entitled, including, without limitation, profits made from the purchase
or sale of equity securities of the Debtors which are recoverable by the Debtors
pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended;
and, provided, further, that the foregoing is not intended, nor shall it be
construed, to release any of the Debtors' claims that may exist against the
Debtors' directors and officers liability insurance.

      42.7 EXCULPATION: None of the Debtors, the Reorganized Debtors, the
Creditors' Committee, the Employee Committee, the Indenture Trustees responsible
for making distributions under the Plan, and any of their respective directors,
officers, employees, members, attorneys, consultants, advisors and agents
(acting in such capacity), shall have or incur any liability to any Entity for
any act taken or omitted to be taken in connection with and subsequent to the
commencement of the Chapter 11 Cases, the formulation, preparation,
dissemination, implementation, confirmation or approval of the Plan or any
compromises or settlements contained therein, the Disclosure Statement related
thereto or any contract, instrument, release or other agreement or document
provided for or contemplated in connection with the consummation of the
transactions set forth in the Plan; provided, however, that the foregoing
provisions of this Section 42.7 shall not affect the liability of any Entity
that otherwise would result from any such act or omission to the extent that
such act or omission is determined in a Final Order to have constituted gross
negligence or willful misconduct. Any of the foregoing parties in all respects
shall be entitled to rely upon the advice of counsel with respect to their
duties and responsibilities under the Plan.

      42.8 PRESERVATION OF RIGHTS OF ACTION: Except as otherwise provided in the
Plan, including, without limitation, Articles XXII and XXIII of the Plan, or in
any contract, instrument, release of other agreement entered into in connection
with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the
Reorganized Debtors shall retain sole and exclusive authority to enforce any
claims, rights or causes of action that the Debtors, the Debtors in Possession
or their chapter 11 estates may hold against any Entity, including any claims,
rights or causes of action arising under sections 541, 544, 545, 547, 548, 549,
550, 551 and 553 of the Bankruptcy Code.

      42.9 INJUNCTION ON ACTIONS: Except as provided in the Plan, as of the
Effective Date, all non-Debtor entities are permanently enjoined from commencing
or continuing in any manner, any action or proceeding, whether directly,
derivatively, on account of or respecting any claim, debt, right or cause of
action of the Debtors, the Debtors in Possession or the Reorganized Debtors
which the Debtors, the Debtors in Possession or the Reorganized Debtors, as the
case may be, retain sole and exclusive authority to pursue in accordance with
Section 28.1 of the Plan

                                       97

or which has been released pursuant to the Plan, including, without limitation,
pursuant to Sections 2.1, 28.3 and 42.6 of the Plan; provided, however, that,
except with regard to the Debtors, the Debtors in Possession and the Reorganized
Debtors, such injunction is not intended, nor shall it be construed to, extend
to the ongoing prosecution of the Class Actions.

      42.10 PAYMENT OF STATUTORY FEES: All fees payable pursuant to section 1930
of title 28 of the United States Code, as determined by the Bankruptcy Court at
the Confirmation Hearing, shall be paid on the Effective Date.

      42.11 RETIREE BENEFITS: From and after the Effective Date, pursuant to
section 1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors shall
continue to pay all retiree benefits (within the meaning of section 1114 of the
Bankruptcy Code), if any, at the level established in accordance with subsection
(e)(1)(B) or (g) of section 1114 of the Bankruptcy Code, at any time prior to
the Confirmation Date, and for the duration of the period during which the
Debtors have obligated themselves to provide such benefits; provided, however,
that the Debtors or the Reorganized Debtors may modify such benefits to the
extent permitted by applicable law.

      42.12 RETENTION OF DOCUMENTS: Notwithstanding the terms and provisions of
that certain Stipulation and Consent Order Pursuant to 11 U.S.C. Section 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, dated February 15, 2002, unless otherwise ordered by the Bankruptcy
Court, from and after the first (1st) anniversary of the Confirmation Date, the
Debtors and each Enron Affiliate shall have the right and authorization to
destroy or otherwise dispose of the Documents, as defined therein.

      42.13 POST-CONFIRMATION DATE FEES AND EXPENSES: From and after the
Confirmation Date, the Reorganized Debtors shall, in the ordinary course of
business and without the necessity for any approval by the Bankruptcy Court, (a)
retain such professionals and (b) pay the reasonable professional fees and
expenses incurred by the Reorganized Debtors and the Creditors' Committee
related to implementation and consummation of the Plan, including, without
limitation, reasonable fees and expenses of the Indenture Trustees incurred in
connection with the distributions to be made pursuant to the Plan.

      42.14 SEVERABILITY: If, prior to the Confirmation Date, any term or
provision of the Plan shall be held by the Bankruptcy Court to be invalid, void
or unenforceable, including, without limitation, the inclusion of one (1) or
more of the Debtors in the Plan, the Bankruptcy Court shall, with the consent of
the Debtors and the Creditors' Committee, have the power to alter and interpret
such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The
Confirmation Order shall constitute a judicial determination and shall provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.


                                       98

      42.15 GOVERNING LAW: Except to the extent that the Bankruptcy Code or
other federal law is applicable, or to the extent that an exhibit hereto or
document contained in the Plan Supplement provides otherwise, the rights, duties
and obligations arising under this Plan shall be governed by, and construed and
enforced in accordance with, the Bankruptcy Code and, to the extent not
inconsistent therewith, the laws of the State of New York, without giving effect
to principles of conflicts of laws.

      42.16 NOTICES: All notices, requests, and demands to or upon the Debtors,
the Debtors in Possession or the Reorganized Debtors to be effective shall be in
writing, including by facsimile transmission, and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

             Enron Corp.
             1400 Smith Street
             Houston, Texas  77002-7361
             Attention:  Chief Financial Officer
             Telecopier:  (713) 646-3620
             Telephonic Confirmation:  (713) 853-7433

             With a copy to:

             Weil, Gotshal & Manges LLP
             767 Fifth Avenue
             New York, New York  10153
             Attention:   Martin J. Bienenstock, Esq.
                          Brian S. Rosen, Esq.
             Telecopier:  (212) 310-8007
             Telephonic Confirmation:  (212) 310-8888

             -and-

             Milbank, Tweed, Hadley & McCloy LLP
             One Chase Manhattan Plaza
             New York, New York 10005
             Attention:   Luc A. Despins, Esq.
                          Susheel Kirpalani, Esq.
             Telecopier:  (212) 530-5219
             Telephonic Confirmation:  (212) 530-5000

      42.17 CLOSING OF CASES: The Reorganized Debtors shall, promptly upon the
full administration of the Chapter 11 Cases, file with the Bankruptcy Court all
documents required by Bankruptcy Rule 3022 and any applicable order of the
Bankruptcy Court.

      42.18 SECTION HEADINGS: The section headings contained in this Plan are
for reference purposes only and shall not affect in any way the meaning or
interpretation of the Plan.


                                       99

      42.19 EXEMPTION FROM REGISTRATION: Pursuant to section 1145 of the
Bankruptcy Code, and except as provided in subsection (b) thereof, the issuance
of the Plan Securities, the Litigation Trust Interests and the Special
Litigation Trust Interests on account of, and in exchange for, the Claims
against the Debtors shall be exempt from registration pursuant to section 5 of
the Securities Act of 1933 and any other applicable non-bankruptcy law or
regulation.

      42.20 EXEMPTION FROM TRANSFER TAXES: Pursuant to section 1146(c) of the
Bankruptcy Code, the issuance, transfer or exchange of notes, Equity Interests
or Plan Securities pursuant to the Plan, the creation of any mortgage, deed of
trust, or other security interest, the making or assignment of any lease or
sublease, or the making or delivery of any deed or other instrument of transfer
under, in furtherance of, or in connection with the Plan, shall not be subject
to any stamp, real estate transfer, mortgage recording or other similar tax.

      42.21 INCONSISTENCIES: To the extent of any inconsistencies between the
information contained in the Disclosure Statement and the terms and provisions
of the Plan, the terms and provisions contained herein shall govern.

Dated:   New York, New York
         November 13, 2003

                              Enron Metals & Commodity Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Corp.


                              By:   /s/ Stephen F. Cooper
                                    --------------------------------------------
                                    Name:     Stephen F. Cooper
                                    Title:    Acting President,
                                              Acting Chief Executive Officer and
                                              Chief Restructuring Officer


                              Enron North America Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      100

                              Enron Power Marketing, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              PBOG Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Smith Street Land Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Broadband Services, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Energy Services Operations, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Energy Marketing Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      101

                              Enron Energy Services, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Energy Services, LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Transportation Services Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              BAM Lease Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              ENA Asset Holdings L.P.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Gas Liquids, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      102

                              Enron Global Markets LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Net Works LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Industrial Markets LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Operational Energy Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Engineering & Construction Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Engineering & Operational Services Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      103

                              Garden State Paper Company, LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Palm Beach Development Company, L.L.C.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Tenant Services, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Energy Information Solutions, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              EESO Merchant Investments, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Federal Solutions, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      104

                              Enron Freight Markets Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Broadband Services, L.P.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Energy Services North America, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron LNG Marketing LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Calypso Pipeline, LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Global LNG LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      105

                              Enron International Fuel Management Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Natural Gas Marketing Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              ENA Upstream Company LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Liquid Fuels, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron LNG Shipping Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Property & Services Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      106

                              Enron Capital & Trade Resources International
                              Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Communications Leasing Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Wind Systems, LLC, f/k/a EREC Subsidiary I,
                                    LLC and successor to Enron Wind Systems Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Wind Constructors LLC, f/k/a EREC Subsidiary
                                    II, LLC and successor to Enron Wind
                                    Constructors Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Wind Energy Systems LLC, f/k/a EREC
                                   Subsidiary III, LLC and successor to Enron
                                   Wind Energy Systems Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      107

                              Enron Wind Maintenance LLC, f/k/a EREC Subsidiary
                                    IV, LLC and successor to Enron Wind
                                    Maintenance Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Wind LLC, f/k/a EREC Subsidiary V,
                                    LLC and successor to Enron Wind Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Intratex Gas Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Processing Properties, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Methanol Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Ventures Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      108

                              Enron Mauritius Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron India Holdings Ltd.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Offshore Power Production C.V.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              The New Energy Trading Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              EES Service Holdings, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Wind Development LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      109

                              ZWHC LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Zond Pacific, LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Reserve Acquisition Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              EPC Estates Services, Inc., f/k/a
                                   National Energy Production Corporation


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Power & Industrial Construction Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              NEPCO Power Procurement Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      110

                              NEPCO Services International, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              San Juan Gas Company, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              EBF LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Zond Minnesota Construction Company LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Fuels International, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              E Power Holdings Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      111

                              EFS Construction Management Services, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Management, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Expat Services, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Artemis Associates, LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Clinton Energy Management Services, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              LINGTEC Constructors L.P.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      112

                              EGS New Ventures Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Louisiana Gas Marketing Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Louisiana Resources Company

                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              LGMI, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              LRCI, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Communications Group, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      113

                              EnRock Management, LLC.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              ECI-Texas, L.P.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              EnRock, L.P.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              ECI-Nevada Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Alligator Alley Pipeline Company


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron Wind Storm Lake I LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      114



                              ECT Merchant Investments Corp.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              EnronOnLine, LLC


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              St. Charles Development Company, L.L.C.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Calcasieu Development Company, L.L.C.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Calvert City Power I, L.L.C.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                              Enron ACS, Inc.


                              By:   /s/ K. Wade Cline
                                    --------------------------------------------
                                    Name:     K. Wade Cline
                                    Title:    Authorized Representative


                                      115

                                    LOA, Inc.

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron India LLC.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron International Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron International Holdings Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Middle East LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron WarpSpeed Services, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      116


                                    Modulus Technologies, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Telecommunications, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    DataSystems Group, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Risk Management & Trading Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Omicron Enterprises, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS I, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      117


                                    EFS II, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS III, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS V, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS VI, L.P.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS VII, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS IX, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      118


                                    EFS X, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS XI, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS XII, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS XV, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS XVII, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Jovinole Associates

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      119


                                    EFS Holdings, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Operations Services Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Green Power Partners I LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    TLS Investors, L.L.C.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    ECT Securities Limited Partnership


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    ECT Securities LP Corp.

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      120


                                    ECT Securities GP Corp.

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    KUCC Cleburne, LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron International Asset Management Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Brazil Power Holdings XI Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Holding Company L.L.C.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Development Management Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      121


                                    Enron International Korea Holdings Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Caribe VI Holdings Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron International Asia Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Brazil Power Investments XI Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Paulista Electrical Distribution, L.L.C.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Pipeline Construction Services Company


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      122


                                    Enron Pipeline Services Company


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative


                                    Enron Trailblazer Pipeline Company


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Liquid Services Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Machine and Mechanical Services, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Commercial Finance Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Permian Gathering Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      123


                                    Transwestern Gathering Company


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Gathering Company

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EGP Fuels Company

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Asset Management Resources, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Brazil Power Holdings I Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron do Brazil Holdings Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      124


                                    Enron Wind Storm Lake II LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Renewable Energy Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Acquisition III Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Wind Lake Benton LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Superior Construction Company


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS IV, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      125


                                    EFS VIII, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    EFS XIII, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Credit Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Power Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Richmond Power Enterprise, L.P.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    ECT Strategic Value Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      126


                                    Enron Development Funding Ltd.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Atlantic Commercial Finance, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    The Protane Corporation

                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Asia Pacific/Africa/China LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Development Corp.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    ET Power 3 LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      127


                                    Nowa Sarzyna Holding B.V.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron South America LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Global Power & Pipelines LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Portland General Holdings, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Portland Transition Company, Inc.


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Cabazon Power Partners LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                      128


                                    Cabazon Holdings LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Enron Caribbean Basin LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Victory Garden Power Partners I LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative

                                    Oswego Cogen Company, LLC


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative



                                      129



                                    Enron Equipment & Procurement Company


                                    By: /s/ K. Wade Cline
                                        --------------------------------------
                                        Name:  K. Wade Cline
                                        Title: Authorized Representative



WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

             -  and  -

700 Louisiana
Houston, Texas  77002
(713) 546-5000

By:   /s/ Brian S. Rosen
      ------------------------------
      Name: Brian S. Rosen

Attorneys for Debtors and
Debtors in Possession

                                   EXHIBIT A

                          ALLOWED ENA DEBENTURE CLAIMS


                                                               
PRINCIPAL AMOUNT OUTSTANDING                                      $50,944,000.00
INTEREST ACCRUED THROUGH INITIAL PETITION DATE                        668,994.00
                                                                  --------------
                                                                  $51,612,994.00
                                                                  ==============





                                      A-1

                                   EXHIBIT B

                        ALLOWED ENRON SENIOR NOTE CLAIMS



                                                           AMOUNT OUTSTANDING AS OF
                                                          THE INITIAL PETITION DATE
                 INSTRUMENT                                (UNLESS OTHERWISE NOTED)
                 ----------                                ------------------------
                                                       
7.00% Exchangeable Note Payable due 07/31/02                  $402,650,298.61(1)
9.125% Note Payable due 04/01/03                              $   190,856,046
9.875% Note Payable due 06/15/03                              $   104,580,903
7.875% Note Payable due 06/15/03                              $   336,872,656
Floating Rate Notes due 06/18/03                              $   324,660,097
0.77% Bond due 06/18/03                                       $    81,334,720
6.625% Note Payable due 10/15/03                              $    72,269,723
0.97% Bond due 06/18/04                                       $    81,408,566
7.625% Note Payable due 09/10/04                              $   191,351,671
6.75% Note Payable due 09/01/04                               $    86,323,180
6.75% Senior Notes due 09/15/04                               $    40,577,500
4.375% Bond due 04/08/05                                      $   368,604,875
8.375% Note Payable due 05/23/05                              $   175,366,406
6.625% Note Payable due 11/15/05                              $   250,782,118
9.625% Note Payable due 03/15/06                              $   172,370,780
6.40% Note Payable due 07/15/06                               $   239,729,931
7.125% Senior Notes due 05/15/07                              $   149,501,323
6.875% Note Payable due 10/15/07                              $    89,798,837
6.725% Note Payable due 11/15/08                              $   200,635,139
6.75% Note Payable due 08/01/09                               $   182,549,719
7.375% Note Payable due 05/15/19                              $   385,658,448
Convertible Senior Note due 2021                              $ 1,271,856,649
7.00% Senior Debentures due 08/15/23                          $    17,155,658
6.95% Note Payable due 07/15/28                               $   200,456,176
6.95% Note Payable due 07/15/28                               $   184,707,191
0.52% Bond due 05/15/02                                       $   203,196,763
0.493% Bond due 06/13/02                                      $   162,447,128
6.50% Note Payable due 08/01/02                               $   153,277,083


- --------

(1)      Allowed amount pursuant to an order, dated October 28, 2003.



                                      B-1

                                   EXHIBIT C

                        ALLOWED ENRON SUBORDINATED CLAIM



                                                                                           AMOUNT OUTSTANDING
                                                                                     AS OF THE INITIAL PETITION DATE
                  INSTRUMENT/CUSIP OR ISIN                                              (UNLESS OTHERWISE NOTED)
                  ------------------------                                              ------------------------
                                                                                  
6.75% Senior Subordinate Debentures due 07/01/05                                              $164,123,200
8.25% Senior Subordinate Debentures due 09/15/12                                              $104,563,109
7.75% Subordinated Debentures due 2016                                                        $184,275,878
7.75% Subordinated Debentures due 2016, Series II                                             $138,218,479
Subordinated Guaranty of 7.75% Debentures due 2016                                            $ 29,483,978
Subordinated Guaranty of 7.75% Debentures due 2016                                            $ 29,483,978
Subordinated Guaranty of 7.75% Debentures due 2016 Series II                                  $ 22,118,048
Subordinated Guaranty of 7.75% Debentures due 2016 Series II                                  $ 22,118,048


                                       C-1

                                   EXHIBIT D

                       ALLOWED ENRON TOPRS DEBENTURE CLAIM


                                                              
PRINCIPAL AMOUNT OUTSTANDING                                     $318,376,000.00
INTEREST ACCRUED THROUGH INITIAL PETITION DATE                      4,180,896.00
                                                                 ---------------
                                                                 $322,556,896.00
                                                                 ===============


                                       D-1

                                   EXHIBIT E

                           ALLOWED ETS DEBENTURE CLAIM


                                                               
PRINCIPAL AMOUNT OUTSTANDING                                      $50,944,000.00
INTEREST ACCRUED THROUGH INITIAL PETITION DATE                        668,994.00
                                                                  --------------
                                                                  $51,612,994.00
                                                                  ==============


PURSUANT TO THE TOPRS STIPULATION, ETS DEBENTURE CLAIMS SHALL INCLUDE INTEREST
ACCRUED DURING THE PERIOD FROM THE INITIAL PETITION DATE UP TO AND INCLUDING THE
EFFECTIVE DATE.

                                       E-1

                                   EXHIBIT F

                    CONVENIENCE CLAIM DISTRIBUTION PERCENTAGE



                 CONVENIENCE CLASS                                                      DISTRIBUTION PERCENTAGE
                 -----------------                                                      -----------------------
                                                                                     
Enron Metals & Commodity Corp.                                                                   27.7%
Enron Corp.                                                                                      15.5%
Enron North America Corp.                                                                        17.8%
Enron Power Marketing, Inc.                                                                      20.4%
PBOG Corp.                                                                                       68.0%
Smith Street Land Company                                                                        11.9%
Enron Broadband Services, Inc.                                                                   10.9%
Enron Energy Services Operations, Inc.                                                           14.5%
Enron Energy Marketing Corp.                                                                     21.6%
Enron Energy Services, Inc.                                                                      17.7%
Enron Energy Services, LLC                                                                       20.3%
Enron Transportation Services Company                                                            68.1%
BAM Leasing Company                                                                               5.1%
ENA Asset Holdings L.P.                                                                           5.1%
Enron Gas Liquids, Inc.                                                                          10.1%
Enron Global Markets LLC                                                                          5.1%
Enron Net Works LLC                                                                              13.4%
Enron Industrial Markets LLC                                                                      5.1%
Operational Energy Corp.                                                                         13.5%
Enron Engineering & Construction Company                                                         15.4%
Enron Engineering & Operational Services Company                                                  5.1%
Garden State Paper Company, LLC                                                                   5.1%
Palm Beach Development Company, L.L.C.                                                            5.1%
Tenant Services, Inc.                                                                            14.2%
Enron Energy Information Solutions, Inc.                                                         15.9%
EESO Merchant Investments, Inc.                                                                  42.4%
Enron Federal Solutions, Inc.                                                                    10.6%
Enron Freight Markets Corp.                                                                      19.1%
Enron Broadband Services, L.P.                                                                    8.0%
Enron Energy Services North America, Inc.                                                        11.3%
Enron LNG Marketing LLC                                                                          68.1%
Calypso Pipeline, LLC                                                                            68.1%
Enron Global LNG LLC                                                                             68.1%
Enron International Fuel Management Company                                                       5.1%
Enron Natural Gas Marketing Corp.                                                                21.3%
ENA Upstream Company LLC                                                                          5.2%
Enron Liquid Fuels, Inc.                                                                          9.1%
Enron LNG Shipping Company                                                                        5.1%



                                      F-1


                                                                               
Enron Property & Services Corp.                                                                   6.8%
Enron Capital & Trade Resources International Corp.                                              23.0%
Enron Communications Leasing Corp.                                                               17.3%
Enron Wind Corp.                                                                                 36.8%
Enron Wind Systems, Inc.                                                                         41.0%
Enron Wind Energy Systems Corp.                                                                  55.9%
Enron Wind Maintenance Corp.                                                                      5.1%
Enron Wind Constructors Corp.                                                                    31.3%
EREC Subsidiary I, LLC                                                               see Enron Wind Systems, Inc.
EREC Subsidiary II, LLC                                                            see Enron Wind Constructors Corp.
EREC Subsidiary III, LLC                                                          see Enron Wind Energy Systems Corp.
EREC Subsidiary IV, LLC                                                            see Enron Wind Maintenance Corp.
EREC Subsidiary V, LLC                                                                   see Enron Wind Corp.
Intratex Gas Company                                                                              5.1%
Enron Processing Properties, Inc.                                                                 5.1%
Enron Methanol Company                                                                            5.1%
Enron Ventures Corp.                                                                             13.2%
Enron Mauritius Company                                                                           5.1%
Enron India Holdings Ltd.                                                                         5.1%
Offshore Power Production C.V.                                                                   68.1%
The New Energy Trading Company                                                                   68.1%
EES Service Holdings, Inc.                                                                       36.8%
Enron Wind Development LLC                                                                       67.8%
ZWHC LLC                                                                                          5.1%
Zond Pacific, LLC                                                                                 5.1%
Enron Reserve Acquisition Corp.                                                                  20.5%
National Energy Production Corporation                                                            5.1%
Enron Power & Industrial Construction Company                                                     5.1%
NEPCO Power Procurement Company                                                                   5.1%
NEPCO Services International, Inc.                                                                5.1%
San Juan Gas Company, Inc.                                                                        5.1%
EBF LLC                                                                                          68.1%
Zond Minnesota Construction Company LLC                                                           6.6%
Enron Fuels International, Inc.                                                                  18.5%
E Power Holdings Corp.                                                                           41.7%
EFS Construction Management Services, Inc.                                                        5.1%
Enron Management, Inc.                                                                           10.5%
Enron Expat Services, Inc.                                                                       21.3%
Artemis Associates, LLC                                                                          16.0%
Clinton Energy Management Services, Inc.                                                         18.6%
LINGTEC Constructors L.P.                                                                         9.9%
EGS New Ventures Corp.                                                                            6.3%
Louisiana Gas Marketing Company                                                                   7.9%
Louisiana Resources Company                                                                      14.4%
LGMI, Inc.                                                                                       12.1%




                                      F-2


                                                                                              
LRCI, Inc.                                                                                       13.7%
Enron Communications Group, Inc.                                                                  5.1%
EnRock Management, LLC                                                                           68.1%
ECI Texas, L.P.                                                                                  68.1%
EnRock, L.P.                                                                                     40.0%
ECI-Nevada Corp.                                                                                 21.3%
Enron Alligator Alley Pipeline Company                                                            5.1%
Enron Wind Storm Lake I LLC                                                                       5.1%
ECT Merchant Investments Corp.                                                                   68.1%
EnronOnLine, LLC                                                                                 14.9%
St. Charles Development Company, L.L.C.                                                           5.1%
Calcasieu Development Company, L.L.C.                                                             5.1%
Calvert City Power I, L.L.C.                                                                      5.1%
Enron ACS, Inc.                                                                                   5.1%
LOA, Inc.                                                                                        35.8%
Enron India LLC                                                                                   6.2%
Enron International Inc.                                                                          5.1%
Enron International Holdings Corp.                                                               10.6%
Enron Middle East LLC                                                                             6.8%
Enron WarpSpeed Services, Inc.                                                                    5.1%
Modulus Technologies, Inc.                                                                       68.1%
Enron Telecommunications, Inc.                                                                    5.1%
DataSystems Group, Inc.                                                                           5.1%
Risk Management & Trading Corp.                                                                  68.1%
Omicron Enterprises, Inc.                                                                         5.1%
EFS I, Inc.                                                                                      49.4%
EFS II, Inc.                                                                                      5.1%
EFS III, Inc.                                                                                    68.1%
EFS V, Inc.                                                                                      68.1%
EFS VI, L.P.                                                                                     68.1%
EFS VII, Inc.                                                                                     5.1%
EFS IX, Inc.                                                                                     68.1%
EFS X, Inc.                                                                                       5.1%
EFS XI, Inc.                                                                                      5.3%
EFS XII, Inc.                                                                                     8.5%
EFS XV, Inc.                                                                                      5.1%
EFS XVII, Inc.                                                                                   68.1%
Jovinole Associates                                                                               5.1%
EFS Holdings, Inc.                                                                               16.6%
Enron Operations Services Corp.                                                                  19.5%
Green Power Partners I LLC                                                                       43.6%
TLS Investors, L.L.C                                                                             21.9%
ECT Securities Limited Partnership                                                                8.6%
ECT Securities LP Corp.                                                                           5.1%
ECT Securities GP Corp.                                                                           5.1%




                                      F-3


                                                                                              
KUCC Cleburne, LLC                                                                                5.1%
Enron International Asset Management Corp.                                                       68.1%
Enron Brazil Power Holdings XI Ltd.                                                               5.1%
Enron Holding Company L.L.C.                                                                     68.1%
Enron Development Management Ltd.                                                                68.1%
Enron International Korea Holdings Corp.                                                         68.1%
Enron Caribe VI Holdings Ltd.                                                                     5.1%
Enron International Asia Corp.                                                                   68.1%
Enron Brazil Power Investments XI Ltd.                                                            5.1%
Paulista Electrical Distribution, L.L.C.                                                          5.1%
Enron Pipeline Construction Services Company                                                     68.1%
Enron Pipeline Services Company                                                                   5.1%
Enron Trailblazer Pipeline Company                                                               68.1%
Enron Liquid Services Corp.                                                                      68.1%
Enron Machine and Mechanical Services, Inc.                                                       7.2%
Enron Commercial Finance Ltd.                                                                    68.1%
Enron Permian Gathering Inc.                                                                     68.1%
Transwestern Gathering Company                                                                   68.1%
Enron Gathering Company                                                                          68.1%
EGP Fuels Company                                                                                 5.2%
Enron Asset Management Resources, Inc.                                                            5.1%
Enron Brazil Power Holdings I Ltd.                                                               19.7%
Enron do Brazil Holdings Ltd.                                                                    10.7%
Enron Wind Storm Lake II LLC                                                                      5.1%
Enron Renewable Energy Corp.                                                                      8.5%
Enron Acquisition III Corp.                                                                      18.9%
Enron Wind Lake Benton LLC                                                                       24.6%
Superior Construction Company                                                                    17.7%
EFS IV, Inc.                                                                                     24.5%
EFS VIII, Inc.                                                                                   38.5%
EFS XIII, Inc.                                                                                   68.1%
Enron Credit Inc.                                                                                 8.7%
Enron Power Corp.                                                                                28.1%
Richmond Power Enterprise, L.P.                                                                   5.1%
ECT Strategic Value Corp.                                                                        11.4%
Enron Development Funding Ltd.                                                                   18.1%
Atlantic Commercial Finance, Inc.                                                                12.2%
The Protane Corporation                                                                          68.1%
Enron Asia Pacific/Africa/ China LLC                                                             29.7%
Enron Development Corp.                                                                          15.8%
ET Power 3 LLC                                                                                   68.1%
Nowa Sarzyna Holding B.V.                                                                        68.1%
Enron South America LLC                                                                          23.2%
Enron Global Power & Pipelines LLC                                                               50.6%
Portland General Holdings, Inc.                                                                  49.3%



                                      F-4


                                                                                              
Portland Transition Company, Inc.                                                                 0.0%
Enron Guaranty Claims                                                                            12.9%
Wind Guaranty Claims                                                                             34.3%
Cabazon Power Partners LLC                                                                       68.1%
Cabazon Holdings LLC                                                                             68.1%
Enron Caribbean Basin LLC                                                                        14.7%
Victory Garden Power Partners I LLC                                                               5.1%
Oswego Cogen Company, LLC                                                                         7.6%
Enron Equipment & Procurement Company                                                            17.1%
ENA Guaranty Claims                                                                              15.3%
ACFI Guaranty Claims                                                                              9.6%
EPC Guaranty Claims                                                                              25.5%




                                      F-5

                                   EXHIBIT G

                              LIST OF PRISMA ASSETS

ACCROVEN SRL
ACCROVEN SRL - Venezuelan Branch
Compression Projects Finance Ltd.
Enron Accro B.V.
Enron Industrial de Venezuela Ltd.
Enron Comercializadora de Energia Argentina S.A.
Enron International Argentina Investments Ltd.
Enron International Argentina Holdings Ltd.
Enron Power Philippines Corp.
Batangas Power Corp
Bahia Las Minas Corp.
Enron Caribe III Ltd.
Enron Internacional Panama, S.A.
Enron Panama Management Services L.L.C.
Compania Anonima Luz y Fuerza Electrica de Puerto Cabello
Enron International Development Services, Inc.
Enron Colombia Investments Limited Partnership
Enron Colombia Transportation Ltd.
Enron Pipeline Colombia Limited Partnership
Centragas - Transportadora de Gas de la Region Central de Enron Development &
     Cia., S.C.A.
Enron Development Corp.
Enron Development Corp. - Colombian Branch
Enron Electricidad de Nicaragua, S.A.
Enron Caribe VI Ltd.
Empresa Energetica Corinto Ltd.
Empresa Energetica Corinto Ltd. - Nicaraguan Branch
Enron International Americas Corp.
Enron International Bolivia Holdings Ltd.
EPE - Empresa Produtora de Energia Ltda.
EPE - Empresa Produtora de Energia Ltda. - Cuiaba/Mato Grosso Branch
EPE Generation Holdings Ltd.
EPE Holdings Ltd.
EPE Investments Ltd.
GasMat Holdings Ltd.
GasMat Investments Ltd.
GasOcidente do Mato Grosso Ltda.
GasOcidente do Mato Grosso Ltda. - Cuiaba/Mato Grosso Branch
GasOriente Boliviano Ltda.
Transborder Gas Services Ltd.
EN - Eletricidade do Brasil Ltda.
Enron Brazil Power Holdings X Ltd.


                                      G-1

Enron Brazil Power Investments X Ltd.
Enron Electric Brazil Holdings Ltd.
Enron Electric Brazil Ltd.
Geracao Centro Oeste Ltda.
Enron America do Sul Ltda.
Enron Brazil Ltd.
Enron Brazil Power Holdings II Ltd.
Enron Brazil Power Investments II Ltd.
Enron Brazil Services Ltd.
ELEKTRO - Eletricidade e Servicos S.A.
Enron Brazil Power Holdings V Ltd.
Enron Brazil Power Investments V Ltd.
EIE - Enron Investimentos Energeticos Ltda.
EPC - Empresa Paranaense Comercializadora Ltda.
ETB - Energia Total do Brasil Ltda.
Enron Brazil Power Holdings IV Ltd.
Terraco Investments Ltd.
ELEKTRO Comercializadora de Energia Ltda.
Elektrocieplownia Nowa Sarzyna Sp. z o.o.
Enron Poland Investment B.V.
Enron Europe Operations (Advisor) Limited
Enron Europe Operations (Supervisor) Limited
Generacion Mediterranea, S.A.  (formerly - Enron America del Sur S.A.)
Bolivia Holdings Ltd.
Enron (Bolivia) C.V.
Enron (Bolivia) C.V. - Bolivian Branch
Enron Reserve 7 B.V.
Gas Transboliviano S.A.
TR Holdings Ltda.
Enron Transportadora Holdings Ltd.
Global Expat Services Corp
Global Assets Service Company LLC
Enron Guam Piti Corporation
EI Guam Operations, L.L.C.
Enron Development Piti Holdings Corp.
Marianas Energy Company LLC
Enron de Nicaragua Ltd.
Electricidad del Pacifico, S.A.
Enron Guatemala Holdings Ltd.
Enron Servicios Guatemala, Limitada
Pacific Energy Financing Ltd.
Poliwatt, Limitada
PQP Limited
Puerto Quetzal Power Corp.
Puerto Quetzal Power LLC
Puerto Quetzal Power LLC - Guatemala Branch
Enron Servicios Guatemala, Limitada, El Salvador Branch


                                      G-2

Poliwatt, Limitada, El Salvador Brand
Enron Dominican Republic Ltd.
Enron Dominican Republic Operations Ltd.
Enron Dominicana Holding Limited
Enron Dominicana Limited Partnership
Smith/Enron Cogeneration Limited Partnership
Smith/Enron O&M Limited Partnership
Finven Financial Institution Limited
Chongju City Gas Co., Ltd.
Chonnam City Gas Co., Ltd.
Choongnam City Gas Co., Ltd.
Daehan City Gas Co., Ltd.
Daehan City Gas Engineering
Enron International Korea Holdings Company Ltd.
Enron International Korea LLC
SK-Enron Co., Ltd.
Iksan City Gas Co., Ltd.
Iksan Energy Co., Ltd.
Kangwon City Gas Co., Ltd.
Kumi City Gas Co., Ltd.
Pohang City Gas Co., Ltd.
Pusan City Gas Co., Ltd.
Pusan City Gas Development Co.
SK Gas Co., Ltd.
Enron Power Philippine Operating Corp.
Enron Subic Power Corp.
Subic Power Corp.
Transportadora Brasileira Gasoduto Bolivia - Brasil S.A. - TBG
Transredes do Brasil Ltda.
Enron Dutch Investment No. 2
Enron Reserve 6 B.V.
Trakya Elektrik Uretim ve Ticaret A.S.
Enron Power Holdings (Turkey) B.V.
Enron Power Holdings C.V.
Enron Turkey Energy B.V.
Mesquite Holdings B.V.
SII Enerji ve Uretim Limited Sirketi
SII Holdings 4 B.V.
Enron Transredes Services L.L.C.
Transredes - Transporte de Hidrocarburos S.A.
V. Holdings Industries, S.A.
VENGAS, S.A.
Java Investments Ltd.
Enron America do Sul Ltda. - Salvador Branch
Enron America do Sul Ltda.- Rio Branch
Enron Netherlands Holdings B.V.


                                      G-3

                                   EXHIBIT H

                       CLASSES OF GENERAL UNSECURED CLAIMS

Class 3  - Enron Metals & Commodity Corp.
Class 4  - Enron Corp.
Class 5  - Enron North America Corp.
Class 6  - Enron Power Marketing, Inc.
Class 7  - PBOG Corp.
Class 8  - Smith Street Land Company
Class 9  - Enron Broadband Services, Inc.
Class 10 - Enron Energy Services Operations, Inc.
Class 11 - Enron Energy Marketing Corp.
Class 12 - Enron Energy Services, Inc.
Class 13 - Enron Energy Services, LLC
Class 14 - Enron Transportation Services Company
Class 15 - BAM Leasing Company
Class 16 - ENA Asset Holdings L.P.
Class 17 - Enron Gas Liquids, Inc.
Class 18 - Enron Global Markets LLC
Class 19 - Enron Net Works LLC
Class 20 - Enron Industrial Markets LLC
Class 21 - Operational Energy Corp.
Class 22 - Enron Engineering & Construction Company
Class 23 - Enron Engineering & Operational Services Company
Class 24 - Garden State Paper Company, LLC
Class 25 - Palm Beach Development Company, L.L.C.
Class 26 - Tenant Services, Inc.
Class 27 - Enron Energy Information Solutions, Inc.
Class 28 - EESO Merchant Investments, Inc.
Class 29 - Enron Federal Solutions, Inc.
Class 30 - Enron Freight Markets Corp.
Class 31 - Enron Broadband Services, L.P.
Class 32 - Enron Energy Services North America, Inc.
Class 33 - Enron LNG Marketing LLC
Class 34 - Calypso Pipeline, LLC
Class 35 - Enron Global LNG LLC
Class 36 - Enron International Fuel Management Company
Class 37 - Enron Natural Gas Marketing Corp.
Class 38 - ENA Upstream Company LLC
Class 39 - Enron Liquid Fuels, Inc.
Class 40 - Enron LNG Shipping Company
Class 41 - Enron Property & Services Corp.
Class 42 - Enron Capital & Trade Resources International Corp.



                                      H-1

Class 43 - Enron Communications Leasing Corp.
Class 44 - Enron Wind Corp.
Class 45 - Enron Wind Systems, Inc.
Class 46 - Enron Wind Energy Systems Corp.
Class 47 - Enron Wind Maintenance Corp.
Class 48 - Enron Wind Constructors Corp.
Class 49 - EREC Subsidiary I, LLC
Class 50 - EREC Subsidiary II, LLC
Class 51 - EREC Subsidiary III, LLC
Class 52 - EREC Subsidiary IV, LLC
Class 53 - EREC Subsidiary V, LLC
Class 54 - Intratex Gas Company
Class 55 - Enron Processing Properties, Inc.
Class 56 - Enron Methanol Company
Class 57 - Enron Ventures Corp.
Class 58 - Enron Mauritius Company
Class 59 - Enron India Holdings Ltd.
Class 60 - Offshore Power Production C.V.
Class 61 - The New Energy Trading Company
Class 62 - EES Service Holdings, Inc.
Class 63 - Enron Wind Development LLC
Class 64 - ZWHC LLC
Class 65 - Zond Pacific, LLC
Class 66 - Enron Reserve Acquisition Corp.
Class 67 - National Energy Production Corporation
Class 68 - Enron Power & Industrial Construction Company
Class 69 - NEPCO Power Procurement Company
Class 70 - NEPCO Services International, Inc.
Class 71 - San Juan Gas Company, Inc.
Class 72 - EBF LLC
Class 73 - Zond Minnesota Construction Company LLC
Class 74 - Enron Fuels International, Inc.
Class 75 - E Power Holdings Corp.
Class 76 - EFS Construction Management Services, Inc.
Class 77 - Enron Management, Inc.
Class 78 - Enron Expat Services, Inc.
Class 79 - Artemis Associates, LLC
Class 80 - Clinton Energy Management Services, Inc.
Class 81 - LINGTEC Constructors L.P.
Class 82 - EGS New Ventures Corp.
Class 83 - Louisiana Gas Marketing Company
Class 84 - Louisiana Resources Company
Class 85 - LGMI, Inc.
Class 86 - LRCI, Inc.
Class 87 - Enron Communications Group, Inc.
Class 88 - EnRock Management, LLC


                                      H-2

Class 89 - ECI Texas, L.P.
Class 90 - EnRock, L.P.
Class 91 - ECI-Nevada Corp.
Class 92 - Enron Alligator Alley Pipeline Company
Class 93 - Enron Wind Storm Lake I LLC
Class 94 - ECT Merchant Investments Corp.
Class 95 - EnronOnLine, LLC
Class 96 - St. Charles Development Company, L.L.C.
Class 97 - Calcasieu Development Company, L.L.C.
Class 98 - Calvert City Power I, L.L.C.
Class 99 - Enron ACS, Inc.
Class 100 - LOA, Inc.
Class 101 - Enron India LLC
Class 102 - Enron International Inc.
Class 103 - Enron International Holdings Corp.
Class 104 - Enron Middle East LLC
Class 105 - Enron WarpSpeed Services, Inc.
Class 106 - Modulus Technologies, Inc.
Class 107 - Enron Telecommunications, Inc.
Class 108 - DataSystems Group, Inc.
Class 109 - Risk Management & Trading Corp.
Class 110 - Omicron Enterprises, Inc.
Class 111 - EFS I, Inc.
Class 112 - EFS II, Inc.
Class 113 - EFS III, Inc.
Class 114 - EFS V, Inc.
Class 115 - EFS VI, L.P.
Class 116 - EFS VII, Inc.
Class 117 - EFS IX, Inc.
Class 118 - EFS X, Inc.
Class 119 - EFS XI, Inc.
Class 120 - EFS XII, Inc.
Class 121 - EFS XV, Inc.
Class 122 - EFS XVII, Inc.
Class 123 - Jovinole Associates
Class 124 - EFS Holdings, Inc.
Class 125 - Enron Operations Services Corp.
Class 126 - Green Power Partners I LLC
Class 127 - TLS Investors, L.L.C.
Class 128 - ECT Securities Limited Partnership
Class 129 - ECT Securities LP Corp.
Class 130 - ECT Securities GP Corp.
Class 131 - KUCC Cleburne, LLC
Class 132 - Enron International Asset Management Corp.
Class 133 - Enron Brazil Power Holdings XI Ltd.
Class 134 - Enron Holding Company L.L.C.


                                      H-3

Class 135 - Enron Development Management Ltd.
Class 136 - Enron International Korea Holdings Corp.
Class 137 - Enron Caribe VI Holdings Ltd.
Class 138 - Enron International Asia Corp.
Class 139 - Enron Brazil Power Investments XI Ltd.
Class 140 - Paulista Electrical Distribution, L.L.C.
Class 141 - Enron Pipeline Construction Services Company
Class 142 - Enron Pipeline Services Company
Class 143 - Enron Trailblazer Pipeline Company
Class 144 - Enron Liquid Services Corp.
Class 145 - Enron Machine and Mechanical Services, Inc.
Class 146 - Enron Commercial Finance Ltd.
Class 147 - Enron Permian Gathering Inc.
Class 148 - Transwestern Gathering Company
Class 149 - Enron Gathering Company
Class 150 - EGP Fuels Company
Class 151 - Enron Asset Management Resources, Inc.
Class 152 - Enron Brazil Power Holdings I Ltd.
Class 153 - Enron do Brazil Holdings Ltd.
Class 154 - Enron Wind Storm Lake II LLC
Class 155 - Enron Renewable Energy Corp.
Class 156 - Enron Acquisition III Corp.
Class 157 - Enron Wind Lake Benton LLC
Class 158 - Superior Construction Company
Class 159 - EFS IV, Inc.
Class 160 - EFS VIII, Inc.
Class 161 - EFS XIII, Inc.
Class 162 - Enron Credit Inc.
Class 163 - Enron Power Corp.
Class 164 - Richmond Power Enterprise, L.P.
Class 165 - ECT Strategic Value Corp.
Class 166 - Enron Development Funding Ltd.
Class 167 - Atlantic Commercial Finance, Inc.
Class 168 - The Protane Corporation
Class 169 - Enron Asia Pacific/Africa/China LLC
Class 170 - Enron Development Corp.
Class 171 - ET Power 3 LLC
Class 172 - Nowa Sarzyna Holding B.V.
Class 173 - Enron South America LLC
Class 174 - Enron Global Power & Pipelines LLC
Class 175 - Cabazon Power Partners LLC
Class 176 - Cabazon Holdings LLC
Class 177 - Enron Caribbean Basin LLC
Class 178 - Victory Garden Power Partners I LLC
Class 179 - Oswego Cogen Company, LLC
Class 180 - Enron Equipment Procurement Company


                                      H-4

Class 181 - Portland General Holdings, Inc.
Class 182 - Portland Transition Company, Inc.



                                      H-5

                                   EXHIBIT I

                          CLASSES OF CONVENIENCE CLAIMS

Class 191          -  Enron Metals & Commodity Corp.
Class 192          -  Enron Corp.
Class 193          -  Enron North America Corp.
Class 194          -  Enron Power Marketing, Inc.
Class 195          -  PBOG Corp.
Class 196          -  Smith Street Land Company
Class 197          -  Enron Broadband Services, Inc.
Class 198          -  Enron Energy Services Operations, Inc.
Class 199          -  Enron Energy Marketing Corp.
Class 200          -  Enron Energy Services, Inc.
Class 201          -  Enron Energy Services, LLC
Class 202          -  Enron Transportation Services Company
Class 203          -  BAM Leasing Company
Class 204          -  ENA Asset Holdings L.P.
Class 205          -  Enron Gas Liquids, Inc.
Class 206          -  Enron Global Markets LLC
Class 207          -  Enron Net Works LLC
Class 208          -  Enron Industrial Markets LLC
Class 209          -  Operational Energy Corp.
Class 210          -  Enron Engineering & Construction Company
Class 211          -  Enron Engineering & Operational Services Company
Class 212          -  Garden State Paper Company, LLC
Class 213          -  Palm Beach Development Company, L.L.C.
Class 214          -  Tenant Services, Inc.
Class 215          -  Enron Energy Information Solutions, Inc.
Class 216          -  EESO Merchant Investments, Inc.
Class 217          -  Enron Federal Solutions, Inc.
Class 218          -  Enron Freight Markets Corp.
Class 219          -  Enron Broadband Services, L.P.
Class 220          -  Enron Energy Services North America, Inc.
Class 221          -  Enron LNG Marketing LLC
Class 222          -  Calypso Pipeline, LLC
Class 223          -  Enron Global LNG LLC
Class 224          -  Enron International Fuel Management Company
Class 225          -  Enron Natural Gas Marketing Corp.
Class 226          -  ENA Upstream Company LLC
Class 227          -  Enron Liquid Fuels, Inc.
Class 228          -  Enron LNG Shipping Company
Class 229          -  Enron Property & Services Corp.
Class 230          -  Enron Capital & Trade Resources International Corp.


                                      I-1

Class 231          -  Enron Communications Leasing Corp.
Class 232          -  Enron Wind Corp.
Class 233          -  Enron Wind Systems, Inc.
Class 234          -  Enron Wind Energy Systems Corp.
Class 235          -  Enron Wind Maintenance Corp.
Class 236          -  Enron Wind Constructors Corp.
Class 237          -  EREC Subsidiary I, LLC
Class 238          -  EREC Subsidiary II, LLC
Class 239          -  EREC Subsidiary III, LLC
Class 240          -  EREC Subsidiary IV, LLC
Class 241          -  EREC Subsidiary V, LLC
Class 242          -  Intratex Gas Company
Class 243          -  Enron Processing Properties, Inc.
Class 244          -  Enron Methanol Company
Class 245          -  Enron Ventures Corp.
Class 246          -  Enron Mauritius Company
Class 247          -  Enron India Holdings Ltd.
Class 248          -  Offshore Power Production C.V.
Class 249          -  The New Energy Trading Company
Class 250          -  EES Service Holdings, Inc.
Class 251          -  Enron Wind Development LLC
Class 252          -  ZWHC LLC
Class 253          -  Zond Pacific, LLC
Class 254          -  Enron Reserve Acquisition Corp.
Class 255          -  National Energy Production Corporation
Class 256          -  Enron Power & Industrial Construction Company
Class 257          -  NEPCO Power Procurement Company
Class 258          -  NEPCO Services International, Inc.
Class 259          -  San Juan Gas Company, Inc.
Class 260          -  EBF LLC
Class 261          -  Zond Minnesota Construction Company LLC
Class 262          -  Enron Fuels International, Inc.
Class 263          -  E Power Holdings Corp.
Class 264          -  EFS Construction Management Services, Inc.
Class 265          -  Enron Management, Inc.
Class 266          -  Enron Expat Services, Inc.
Class 267          -  Artemis Associates, LLC
Class 268          -  Clinton Energy Management Services, Inc.
Class 269          -  LINGTEC Constructors L.P.
Class 270          -  EGS New Ventures Corp.
Class 271          -  Louisiana Gas Marketing Company
Class 272          -  Louisiana Resources Company
Class 273          -  LGMI, Inc.
Class 274          -  LRCI, Inc.
Class 275          -  Enron Communications Group, Inc.
Class 276          -  EnRock Management, LLC


                                      I-2

Class 277          -  ECI Texas, L.P.
Class 278          -  EnRock, L.P.
Class 279          -  ECI-Nevada Corp.
Class 280          -  Enron Alligator Alley Pipeline Company
Class 281          -  Enron Wind Storm Lake I LLC
Class 282          -  ECT Merchant Investments Corp.
Class 283          -  EnronOnLine, LLC
Class 284          -  St. Charles Development Company, L.L.C.
Class 285          -  Calcasieu Development Company, L.L.C.
Class 286          -  Calvert City Power I, L.L.C.
Class 287          -  Enron ACS, Inc.
Class 288          -  LOA, Inc.
Class 289          -  Enron India LLC
Class 290          -  Enron International Inc.
Class 291          -  Enron International Holdings Corp.
Class 292          -  Enron Middle East LLC
Class 293          -  Enron WarpSpeed Services, Inc.
Class 294          -  Modulus Technologies, Inc.
Class 295          -  Enron Telecommunications, Inc.
Class 296          -  DataSystems Group, Inc.
Class 297          -  Risk Management & Trading Corp.
Class 298          -  Omicron Enterprises, Inc.
Class 299          -  EFS I, Inc.
Class 300          -  EFS II, Inc.
Class 301          -  EFS III, Inc.
Class 302          -  EFS V, Inc.
Class 303          -  EFS VI, L.P.
Class 304          -  EFS VII, Inc.
Class 305          -  EFS IX, Inc.
Class 306          -  EFS X, Inc.
Class 307          -  EFS XI, Inc.
Class 308          -  EFS XII, Inc.
Class 309          -  EFS XV, Inc.
Class 310          -  EFS XVII, Inc.
Class 311          -  Jovinole Associates
Class 312          -  EFS Holdings, Inc.
Class 313          -  Enron Operations Services Corp.
Class 314          -  Green Power Partners I LLC
Class 315          -  TLS Investors, L.L.C.
Class 316          -  ECT Securities Limited Partnership
Class 317          -  ECT Securities LP Corp.
Class 318          -  ECT Securities GP Corp.
Class 319          -  KUCC Cleburne, LLC
Class 320          -  Enron International Asset Management Corp.
Class 321          -  Enron Brazil Power Holdings XI Ltd.
Class 322          -  Enron Holding Company L.L.C.


                                      I-3

Class 323          -  Enron Development Management Ltd.
Class 324          -  Enron International Korea Holdings Corp.
Class 325          -  Enron Caribe VI Holdings Ltd.
Class 326          -  Enron International Asia Corp.
Class 327          -  Enron Brazil Power Investments XI Ltd.
Class 328          -  Paulista Electrical Distribution, L.L.C.
Class 329          -  Enron Pipeline Construction Services Company
Class 330          -  Enron Pipeline Services Company
Class 331          -  Enron Trailblazer Pipeline Company
Class 332          -  Enron Liquid Services Corp.
Class 333          -  Enron Machine and Mechanical Services, Inc.
Class 334          -  Enron Commercial Finance Ltd.
Class 335          -  Enron Permian Gathering Inc.
Class 336          -  Transwestern Gathering Company
Class 337          -  Enron Gathering Company
Class 338          -  EGP Fuels Company
Class 339          -  Enron Asset Management Resources, Inc.
Class 340          -  Enron Brazil Power Holdings I Ltd.
Class 341          -  Enron do Brazil Holdings Ltd.
Class 342          -  Enron Wind Storm Lake II LLC
Class 343          -  Enron Renewable Energy Corp.
Class 344          -  Enron Acquisition III Corp.
Class 345          -  Enron Wind Lake Benton LLC
Class 346          -  Superior Construction Company
Class 347          -  EFS IV, Inc.
Class 348          -  EFS VIII, Inc.
Class 349          -  EFS XIII, Inc.
Class 350          -  Enron Credit Inc.
Class 351          -  Enron Power Corp.
Class 352          -  Richmond Power Enterprise, L.P.
Class 353          -  ECT Strategic Value Corp.
Class 354          -  Enron Development Funding Ltd.
Class 355          -  Atlantic Commercial Finance, Inc.
Class 356          -  The Protane Corporation
Class 357          -  Enron Asia Pacific/Africa/ China LLC
Class 358          -  Enron Development Corp.
Class 359          -  ET Power 3 LLC
Class 360          -  Nowa Sarzyna Holding B.V.
Class 361          -  Enron South America LLC
Class 362          -  Enron Global Power & Pipelines LLC
Class 363          -  Portland General Holdings, Inc.
Class 364          -  Portland Transition Company, Inc.
Class 365          -  Enron Guaranty Claims
Class 366          -  Wind Guaranty Claims
Class 367          -  Cabazon Power Partners LLC
Class 368          -  Cabazon Holdings LLC


                                      I-4

Class 369          -  Enron Caribbean Basin LLC
Class 370          -  Victory Garden Power Partners I LLC
Class 371          -  Oswego Cogen Company, LLC
Class 372          -  Enron Equipment & Procurement Company
Class 373          -  ENA Guaranty Claims
Class 374          -  ACFI Guaranty Claims
Class 375          -  EPC Guaranty Claims



                                      I-5

                                   EXHIBIT J

                         CLASSES OF SUBORDINATED CLAIMS

Class 376          -  Section 510 Enron Senior Notes Claim
Class 377          -  Section 510 Enron Subordinated Debenture Claim
Class 378          -  Section 510 Enron Preferred Equity Interest Claim
Class 379          -  Section 510 Enron Common Equity Interest Claim
Class 380          -  Penalty Claim
Class 381          -  Enron TOPRS Subordinated Guaranty Claim
Class 382          -  Other Subordinated Claim


                                       J-1

                                   EXHIBIT K

                               SENIOR INDEBTEDNESS
                      (EXCERPTS OF RELEVANT DOCUMENTATION)

I.       ENRON SUBORDINATED DEBENTURES:

"Senior Indebtedness" shall mean the principal of, and premium, if any, and
interest on, any indebtedness of [ENE] (other than the Securities and
Exchangeable Subordinated Debentures issued and to be issued pursuant to the
indenture, dated as of June 1, 1983, between [ENE] and Morgan Guaranty Trust
Company of New York, as Trustee, as the same has been or may be amended from
time to time) outstanding at any time, whether unsecured or secured by any
mortgage, deed of trust, pledge, security interest or other lien, except
indebtedness which by its terms is not superior in right of payment to the
Securities. Notwithstanding anything herein to the contrary, "Senior
Indebtedness" (x) shall include all Senior Bank Debt (including all Obligations
which constitute Senior Bank Debt) and (y) shall not include (a) indebtedness of
or monies owed by [ENE] for compensation to employees or for goods or material
purchased in the ordinary course of business or for services or (b) indebtedness
of [ENE] to a Subsidiary for money borrowed or advanced from such Subsidiary.

"Indebtedness" as applied to [ENE] or any Subsidiary, shall mean bonds,
debentures, notes and other instruments representing obligations created or
assumed by any such corporation for the repayment of money borrowed (other than
unamortized debt discount or premium). All indebtedness secured by a lien upon
property owned by [ENE] or any Subsidiary and upon which indebtedness any such
corporation customarily pays interest, although any such corporation has not
assumed or become liable for the payment of such indebtedness, shall for all
purposes hereof be deemed to be indebtedness of any such corporation. All
indebtedness for money borrowed incurred by other persons which is directly
guaranteed as to payment of principal by [ENE] or any Subsidiary shall for all
purposes hereof be deemed to be indebtedness of any such corporation, but no
other contingent obligation of any such corporation in respect of indebtedness
incurred by other persons shall for any purpose be deemed indebtedness of such
corporation. Indebtedness of [ENE] or any Subsidiary shall not include (i)
amounts which are payable only out of all or a portion of the oil, gas, natural
gas, helium, coal, metals, minerals, steam, timber or other natural resources
produced, derived or extracted from properties owned or developed by such
corporation; (ii) any amount representing capitalized lease obligations; (iii)
any indebtedness incurred to finance oil, gas, natural gas, helium, coal, metal,
mineral, steam, timber, hydrocarbons, or geothermal or other natural resource or
synthetic fuel exploration or development, payable, with respect to principal
and interest, solely out of the proceeds of oil, gas, natural gas, helium, coal,
metal, mineral, steam, timber, hydrocarbons, or geothermal or other natural
resource or synthetic fuel to be produced, sold, and/or delivered by [ENE] or
any Subsidiary; (iv) indirect guarantees or other contingent obligations in
connection with the indebtedness of others, including agreements, contingent or
otherwise, with such other persons or with third persons with respect to, or to
permit or ensure the payment of, obligations of such other persons, including,
without limitation, agreements to purchase or repurchase obligations of

                                      K-1

such other persons, agreements to advance or supply funds to or to invest in
such other persons, or agreements to pay for property, products, or services of
such other persons (whether or not conferred, delivered or rendered), and any
demand charge, throughput, take-or-pay, keep-well, make-whole, cash deficiency,
maintenance of working capital or earnings or similar agreements; and (v) any
guarantees with respect to lease or other similar periodic payments to be made
by other persons.

"Obligations" means any principal, interest, penalties, fees and other
liabilities payable under the documentation governing any indebtedness excluding
fees and expenses payable to the Trustee.

"Senior Bank Debt" means any amounts outstanding from time to time under (i) the
Loan Agreement, dated as of November 19, 1986, among [ENE], the banks named
therein, and Bankers Trust Company and Citibank, N.A., as Co-Agents, as the same
may be from time to time amended, (ii) the Revolving Credit Agreement, dated as
of November 19, 1986, among [ENE], the banks named therein and Bankers Trust
Company and Citibank, N.A., as Co-Agents, as the same may be from time to time
amended, and (iii) the Credit Agreement, dated as of November 19, 1986, among
[ENE], the banks named therein and Bankers Trust Company and Citibank, N.A., as
Co-Agents, as the same may be from time to time amended; provided that after
each of the credit facilities listed in clauses (i) through (iii) have
terminated and all amounts owing thereunder paid in full, the term "Senior Bank
Debt" shall include any indebtedness of [ENE] incurred to refinance (including
successive refinancings) such Senior Bank Debt unless under the terms of the
agreements providing for any such refinancing it is provided that the
indebtedness represented thereby shall not constitute Senior Bank Debt
hereunder, and in any event Senior Bank Debt shall include any principal,
interest, penalties, fees and other liabilities payable under any agreement
described in clauses (i) through (iii) above or constituting Senior Bank Debt by
virtue of the proceeding proviso.

"Subsidiary" means a corporation all of the voting shares (that is, shares
entitled to vote for the election of directors, but excluding shares entitled so
to vote only upon the happening of some contingency unless such contingency
shall have occurred) of which shall be owned by [ENE] or by one or more
Subsidiaries or by [ENE] and one or more Subsidiaries.

II.      ENRON TOPRS DEBENTURES:

"Senior Indebtedness" means the principal of, premium, if any, interest on and
any other payment due pursuant to any of the following, whether outstanding at
the date hereof or hereafter incurred, created or assumed: (i) all indebtedness
of [ENE] (Other than any obligations to trade creditors) evidenced by notes,
debentures, bonds or other securities sold by [ENE] for money borrowed and
capitalized lease obligations; (ii) all indebtedness of others of the kinds
described in the preceding clause (i) assumed or guaranteed in any manner by
[ENE] or in effect guaranteed by [ENE]; and (iii) all renewals, extensions or
refundings of indebtedness of the kinds described in either of the preceding
clauses (i) or (ii), unless, in the case of any particular indebtedness,
capitalized lease obligation, guarantee, renewal, extension or refunding, the
instrument creating or evidencing the same or the assumption or guarantee of the
same expressly

                                      K-2

provides that such indebtedness, renewal, extension or refunding is subordinated
to or is pari passu with the Securities.

III.     ENRON CAPITAL RESOURCES, L.P., 9% CUMULATIVE PREFERRED SECURITIES,
SERIES A (MIPS)

Payment and Guarantee Agreement

SECTION 3.03. This Guarantee Agreement will constitute an unsecured obligation
of the Guarantor [ENE] and will rank (i) subordinate and junior in right of
payment to all liabilities of the Guarantor, other than the Payment and
Guarantee Agreement dated as of November 15, 1993 (the "Pari Passu Guarantee")
of the Guarantor relating to the 8% Cumulative Monthly Income Preferred Shares
of Enron Capital LLC, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Guarantor, with the Pari Passu
Guarantee and with any other guarantee now or hereafter entered into by the
Guarantor in respect of any preferred or preference stock of any affiliate of
the Guarantor and (iii) senior to the Guarantor's common stock. For purposes of
clause (ii) herein, pari passu means that any payments to which beneficiaries of
this Guarantee Agreement are entitled must be shared with holders of any
preferred or preference stock or beneficiaries of any guaranty for which this
Guarantee Agreement is stated to be pari passu ("Pari Passu Securities") to the
same extent as would be required under applicable law if instead this Guarantee
Agreement constituted a class of preferred or preference stock of the Guarantor
ranking pari passu with such Pari Passu Securities (and if such Pari Passu
Securities are a guarantee of Enron affiliate stock, as if such Pari Passu
Securities were part of the most senior preferred or preference stock of [ENE])
as to such payments. Each holder of Series A Preferred Securities, by acceptance
thereof, is deemed to agree to the subordination provisions and other terms of
this Guarantee Agreement.

Loan Agreement

Section 4.01. Subordination. Enron and Resources covenant and agree, and the
holders of the Series A Preferred Securities (and any trustee appointed by such
holders) by their acceptance of such Series A Preferred Securities likewise
agree, that the Loan is subordinate and junior in right of payment to all Senior
Indebtedness as provided herein. The term "Senior Indebtedness" shall mean the
principal, premium, if any, and interest on (i) all indebtedness of [ENE],
whether outstanding on the date hereof or hereafter created, incurred or
assumed, which is for money borrowed, or evidenced by a note or similar
instrument given in connection with the acquisition of any business, properties
or assets, including securities, (ii) any indebtedness of others of the kinds
described in the preceding clause (i) for the payment of which [ENE] is
responsible or liable (directly or indirectly, contingently or otherwise) as
guarantor or otherwise, (iii) any indebtedness secured by a lien upon property
owned by [ENE] and upon which indebtedness [ENE] customarily pays interest, even
though [ENE] has not assumed or become liable for the payment of such
indebtedness and (iv) amendments, renewals, extensions and refundings of any
such indebtedness, unless in any instrument or instruments evidencing or
securing such indebtedness or pursuant to which the same is outstanding, or in
any such amendment, renewal,

                                      K-3

extension or refunding, it is expressly provided that such indebtedness is not
superior in right of payment to the Loan and except that Senior Indebtedness
shall not include the indebtedness pursuant to the Loan Agreement dated as of
November 15, 1993 between Enron and Enron Capital LLC and any extensions or
refundings thereof (the "Pari Passu Debt"). Senior Indebtedness shall continue
to be Senior Indebtedness and entitled to the benefits of these subordination
provisions irrespective of (i) any amendment, modification or waiver of any term
of the Senior Indebtedness or extension or renewal of the Senior Indebtedness,
(ii) any exchange or release of, or non- perfection of any lien on or security
interest in, any collateral, or any release from, amendment or waiver of or
consent to departure from any guaranty, for all or any of the Senior
Indebtedness, (iii) any other circumstance which might otherwise constitute a
defense available to or discharge of Resources to the holders of the Series A
Preferred Securities (or any trustee appointed by such holders) in respect of
the provisions of this Section 4.01, or (iv) any act or failure to act on the
part of Enron or by any act or failure to act, in good faith, by any holder of
Senior Indebtedness, or by any noncompliance by Enron with the terms of this
Agreement, regardless of any knowledge thereof which any person may have or be
otherwise charged with. (Remainder of section omitted).



                                      K-4