Re: enovate stuff

Kay-

I will look at your copy of the LLC regarding delegation of powers (or if I
can't find it, I will get a copy from the Corporate Secretary's office).

The draft CA does not mention Peoples having to get their consultants to sign
the CA, but I can put something in.

Where are you? I talked to Carlos today and I believe he will be with us
soon (if we can hire him). He is anxiously awaiting your return from NY.

K-

Kay Mann
11/09/2000 09:45 AM
To: Kathleen Carnahan/NA/Enron@Enron
cc:

Subject: Re: enovate stuff

Hi Kathleen,

I want to get Laura Luce to direct us to give Gregg signing authority. As
you know, the request for Ben came from Janet, not Ben. I'll check with her.
do you have the LLC agreement to see how changes are handled? If not, you
can get a copy of my copy. It is not a standard agreement.

On the CA, please make the effective period two years from the latest
disclosure of info, and the disclosures will be ongoing. I don't have the CA
in front of me, but does it say that Peoples has to get their consultants to
sign a CA as well? It is a good question.

Ta ta for now,

Kay

From: Kathleen Carnahan 11/08/2000 08:27 AM

To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Re: enovate stuff

Kay,

Gregg posed an interesting question yesterday regarding the Confidentiality
Agreement. If Peoples supplies our confidential information to Arthur
Andersen, and someone from AA tells the world our secrets, would Peoples be
on the hook pursuant to our CA? I guess one way we could take care of this
would be to include Arthur Andersen on Schedule I of the CA as one of
Peoples' Representatives. Any thoughts?

Also, I will work on getting Gregg signing authority re his message below.

Kathleen
---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 11/08/2000
08:16 AM ---------------------------
From: Gregg Penman on 11/07/2000 04:15 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc: Kay Mann/Corp/Enron@Enron

Subject: Re: enovate stuff

Kathleen - This e-mail should aid in the preparation of the Board
Resolutions. The attached file lists the appointment changes. As for my
signature authority, I am expecting that I would need to sign on behalf of
enovate, L.L.C., Enron MW, L.L.C. and I suppose Enron North America by
association. The dollar amount can be set as low as practical. I think in
the L.L.C. agreement the Board reserves the right to approve contracts in
excess of $50,000. The real need is for pushing paper such as CA's, Master
Purchase Agreements, etc. Here is another question, if my authority is
limited, who has the authority to sign in excess of my limit? Laura Luce
previously had such authority as General Manager (she is a VP at ENA). If
she now becomes the Board Member, can she also sign on behalf of enovate? If
so, is that because she is an officer of Enron MW or because she is a Board
Member (i.e., can Peoples Board Member sign on behalf of enovate)?

Thanks - Gregg
----- Forwarded by Gregg Penman/Corp/Enron on 11/07/2000 03:47 PM -----

Gregg Penman
10/31/2000 11:50 AM

To: Kay Mann/Corp/Enron@Enron
cc:
Subject: Re: enovate stuff

1)

3) I think we want it to apply to whatever entity employs the individuals
with access. Most of these people will probably Peoples Energy Corp.
employees, but I suppose we could make it also include all of their
affiliates. enovate can sign the CA as well, but since enovate doesn't have
any employees I was assuming we could use Peoples Energy as the responsible
legal entity.

4) After 3:00 is fine, let me know for sure soon enough that I can lock Sarah
up.

Thanks,

Gregg

Kay Mann
10/31/2000 11:29 AM

To: Gregg Penman/Corp/Enron@Enron
cc:
Subject: Re: enovate stuff

1)The cybergoblins ate the attachment.
2) OK
3) Which Peoples is it? Also, I think enovate should sign at CA.
4) I sent Heather an email re her availability. There's a bunch of
construction near downtown, so I would hesitate to commit to an early call,
but I know I'm free after 300 tomorrow.

Kay

From: Gregg Penman on 10/31/2000 11:25 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: enovate stuff

Kay -

1) Attached is my quick attempt at writing something to make the management
changes at enovate that we discussed. Could you please review this and add
the appropriate legal language. I don't think that we need any Board
approval for any of these changes, so is some type of notification sufficient?

2) I would like to address the idea of signature authorities other than
Laura at the same time. My suggestion would be that Richard and myself be
granted some level of authority to execute CA's, Master Agreements, etc. that
have been reviewed and approved by legal. If you can at least pull the
template you used to get approval for the Director you mentioned and see if
there would be any changes necessary that would be helpful.

3) I need to get the CA form for the curves and other information started.
We can discuss this any time you want.

4) What is your availability tomorrow either 8-9:15 or after 3:00 to discuss
the intercompany loan agreement, and will Heather be available?

I will be leaving around 2:00 for suburban trick or treating.

Thanks,

Gregg