Re: Wessex

Rod,

I spoke with Colin Skellett (CEO of Wessex and AZX's vice chairman) and Keith
Harris (Wessex's CFO) late this morning. Here are some thoughts coming out
of this conversation:

Wessex is launching the "heads of terms" (Britspeak for detailed bullet-point
term sheet) with their lawyers, who have the Kelda announcements and
experience on having done this in the electric industry in the UK.
Colin and Keith's view is that you will be extremely helpful in looking at
how this works in practice and being sure the commercial overview points (not
necessarily water industry points) are being addressed, from the perspective
of both the service and the asset companies though obviously principally from
the service company viewpoint.
The broad schedule is to meet with the lawyers Monday July 10 in London to go
over the format, after you've had some time to acquaint yourself with what
you need to understand about Wessex or the UK water industry. (Keith is
confirming that date with the lawyers but believes it will work.)
After that meeting, the term sheet will be refined on an iterative basis,
probably going to full contract draft without numbers in, so that all issues
are on the table in advance of the AZX board meeting, which is set for Monday
Aug 7. (Note that we will probably do the asset/service separation
regardless of whether we decide to monetize the asset piece in some form.)

We've set up a conference call, subject to your schedule, for 10:30am Houston
time tomorrow (Wednesday June 28) to go over this game plan. From there,
given the US holiday and other items, it's sounding like this will work well
with the timetable you and I discussed yesterday. In particular:

You could fly over to the UK Wednesday night July 5, arriving Thursday, and
spend perhaps Thursday pm and all day Friday with Wessex personnel learning
more about their business. (They have a fairly standard tour of customer
center, laboratories, and water and wastewater treatment plants that could be
organized and I think would give you a good overview of their facilities.)
On Monday we could meet in London.
You could fly back to the US Tuesday the 11th, making your meeting on
Wednesday the 12th as planned.
You would have ongoing involvement, perhaps involving a further trip to the
UK, before the AZX board meeting in August, and thereafter.

Unfortunately, that leaves you with a weekend in the UK. You'd have to
endure a tour of the Roman baths (very fascinating), a weekend in the
Cotswolds (30 minutes from Bath and Bristol), or go to London early
(theaters, shopping). What we all do for Enron.

Please let me know if 10:30 Wednesday works for a conference call so that I
can let the folks there know. The UK is 6 hours ahead of the US, so if we
need to push back later we can still do so, though it's getting into their
evening if we go much past noon our time.

Sorry for the long message--I'm in a meeting late afternoon today and may not
be available if you call.