Re: Clarification of Cargill issue

Thank you for the information - it definitely clears things up. The Global
Contracts group will make it procedure to check with Legal and/or Credit on
ANY future counterparty issues with a "division of" or "dba" wording.

In the case of Cargill, however, Cargill Energy, a division of Cargill,
Incorporated, applied for online access on 05/26/00 but the Cargill,
Incorporated ISDA was not executed until 06/08/00. Global Contracts did not
have anything to report for Cargill Energy, a division of Cargill,
Incorporated, at that time. Anthony/Bridgette will populate the EOL matrix
today to reflect that Cargill Energy, a division of Cargill, Incorporated
will be covered by the ISDA with Cargill, Incorporated (contract 96043502).
If EOL Product Control can input that information immediately, Cargill
Energy, a division of Cargill, Incorporated, will be able to use that master
online TODAY.

Again, thanks for your clarification. We will incorporate that into our
Global Contracts procedures effective immediately.

Stacey x30569

From: Tana Jones on 07/21/2000 07:53 AM
To: Stacey Richardson/HOU/ECT@ECT
cc: Anthony Campos/HOU/ECT@ECT, Bridgette Anderson/Corp/Enron@Enron, Frank L
Davis/HOU/ECT@ECT, Karen Lambert/HOU/ECT@ECT, Linda S Bryan/HOU/ECT@ECT,
Stephanie Sever/HOU/ECT@ECT
Subject: Re: Clarification of Cargill issue

There is no documentation to evidence this, it is an operation of law. Being
a legal incorporated entity means you are embodied as a legal entity after
filing or creating certain organizational documents under state or federal
laws (you could be a corporation, partnership, governmental entity or other
type of entity). A division is not a separate legal incorporated entity.
It is one and the same entity as the incorporated entity. It is a "dba"
(which means "doing business as") or "assumed name" for an incorporated
entity. Any division of an incorporated entity can, and usually should, trade
under the same master as the incorporated entity (unless the company gives us
some reason elsewise). Frequently, the dealmakers at the company may not
understand that a division and incorporated entity are one and the same, or
there may be a corporate policy that prohibits their trading from being
aggregated.That is why we always want the name of the incorporated entity as
part of the counterparty name when we transact with a division. Examples
might be "Tana Jones Inc., acting through its TLJ Company Division" or "Tana
Jones Inc. d/b/a TLJ Company" or "TLJ Company, a division of Tana Jones
Inc." Frequently, the dealmakers at the company may not understand that a
division and incorporated entity are one and the same (and we may have to
talk to them), or there may be a corporate policy that prohibits their
trading from being aggregated with the corporate entity. Legal and/or Credit
should direct you when a division should trade under the legal entity's
master.

P.S. Susan Flynn is on an extended leave of absence.

Stacey Richardson
07/20/2000 05:36 PM

To: Tana Jones/HOU/ECT@ECT
cc: Anthony Campos/HOU/ECT@ECT, Bridgette Anderson/Corp/Enron@Enron, Karen
Lambert/HOU/ECT@ECT, Linda S Bryan/HOU/ECT@ECT, Susan Flynn/HOU/ECT@ECT,
Frank L Davis/HOU/ECT@ECT, Stephanie Sever/HOU/ECT@ECT
Subject: Clarification of Cargill issue

Tana,

I'm hoping you can clarify some information I received second-hand on
Cargill, Incorporated, and Cargill Energy, a division of Cargill,
Incorporated. It is my understanding that Cargill Energy, a division of
Cargill, Incorporated, is allowed to trade under the ISDA (contract
96043502) between Cargill, Incorporated and ENA. Based on the information
in the Legal Financial Trading Agreement database, there is no information to
indicate that this affiliate is also covered by the Cargill, Incorporated
master . Also, the email from Susan Flynn does not include any information
on additional parties covered under this contract. Finally, Part 4(b) of the
schedule to the agreement specifies that for Section 10© of the contract ,
neither party is a multibranch party. This is all the information that
Anthony Campos has received to date on this contract. Based on this
information, and from previous requests from Legal for Global Contracts to
refer any interpretations to Legal, the Global Contracts group could not make
any assumptions regarding other counterparties not specifically listed on the
contract or schedules.

I wanted to verify if what I had heard about Cargill Energy, a division of
Cargill, Incorporated, was correct and to obtain the pertinent documentation
if so. Also, does Legal have any specific "policies" regarding affiliate
relationships? Is there any documentation we should have been aware of?

I just want to make sure that there are no EOL issues in the future and that
we have not misinterpreted any information. Please let me know how Legal
handles such an issue and what actions Global Contracts can expect.

As usual, thanks for you help and patience.

Stacey x30569