E POWER: LEGAL SUPPORT GOING FORWARD

FYI. I assumed you had already been passed this note, but if not here it is.
----- Forwarded by Alan Aronowitz/HOU/ECT on 05/16/2001 09:31 AM -----

Mark Evans
05/16/2001 06:29 AM

To: Jane McBride/AP/Enron@ENRON, Carey
Sloan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON
cc: yamasaki@21stenergy.com, Jonathan Chapman/Enron@EUEnronXGate, (bcc: Alan
Aronowitz/HOU/ECT)
Subject: E POWER: LEGAL SUPPORT GOING FORWARD

Dear all,

the position going forward is as set out below. I have discussed this at
various times with all concerned and I believe this works for everyone. In
particular I spoke to Kimio yesterday but because of our respective
schedules, have not been able to discuss this with Kimio in great detail.

We do of course have separate arrangements in place for the OITA project,
which remain unaffected by this note.

Any issues, please call me. Carey: I am conscious that I owe you a call and
will try to get you today and tomorrow.

Legal Support for E-Power for all matters other than Oita

Because of Enron Japan and E-Power now effectively reporting in to different
divisions of Enron, and because Enron Japan's legal function is already
stretched pretty much to capacity, it no longer makes sense to merge the
legal functions of Enron Japan and E-Power.

Consequently, as has always been the case, Kimio Yamazaki will be the go-to
lawyer for E-Power on all its activities. Kimio will be supported from Enron
Europe London legal department, in particular by myself and by Jon Chapman
and his legal group which covers all Enron Europe asset development
activities.

The key function of this support role, aside from assisting Kimio on specific
issues he may have, is to ensure that

- Kimio is aware of Enron Europe policy and practices and that documentation
is compliant with it to ensure smooth passage through the CACs and DASH
process.

- the London legal department is fully aware of the status of the Japanese
projects so that London senior management can be kept informed as necessary.

To facilitate this, Jon and I will have a regular weekly conference call with
Kimio.

The intention is not that Enron Europe lawyers will be drafting E Power
documentation or dealing directly with E Power developers or seeing all email
flow on all projects (although of course in emergencies or Kimio's absence,
that may be necessary). Primary responsibility on the ground is with Kimio
and Kimio will manage the relationship with outside counsel to ensure that E
Power's requirements are met and to the requisite standard.

I hope that clarifies things. Carey: I am happy for you to circulate this
note to your developers as you see fit.

Thanks to all.

Mark