Reliant Disposition & potential Nisource involvement

Andy Lang thinks Nisource management may be receptive to considering some
joint participation with respect to the Reliant disposition. Nisource has
been in the data room for an early look at Reliant's two LDC's, but
discussions broke down (possibly they had enough to worry about with
Columbia?).

Anyway, I have been thinking about an Enron/Nisource JV structure for the
Reliant deal that would seemingly accomplish a number of objectives for both
companies. The valuations are preliminary and the structure could be
adjusted a number of ways, but at least it is food for thought.

I discussed this briefly with Brian Redmond and Tim Detmering this
afternoon. They expressed interest in the unregulated storage (TPC/MHP) at
Egan and Moss Bluff, which by the way, is NOT officially for sale, but are
somewhat cool on the regulated storage that IS INCLUDED in the disposition.

Tim said that as a result of the Nisource/Columbia merger, he had intended to
ask Mark Metts to cycle with you and Cliff Baxter to discuss how best to
approach Nisource looking for ways to improve the ENA service contract with
Columbia. If such a meeting were to take place, perhaps there would be a
natural opportunity to explore a JV concept.

Attached is a description of the JV for your review and comment.

JNG