Next steps with Copel shares

Bruce,
It does not sound like we will be using the Enron Brazil Power Holdings'
entity any longer to hold these shares.
We will need to know the entity and work with Legal to get the proper
documentation necessary to open up an account at the prime brokers.
Sara is legal and we work with her team to open up authorized new accounts.
Thanks for the update.
Sheila
---------------------- Forwarded by Sheila Glover/HOU/ECT on 12/08/2000 03:35
PM ---------------------------

Bruce Harris@ENRON
12/08/2000 11:31 AM
To: Robert H George/NA/Enron@Enron, Kay Young/HOU/ECT@ECT
cc: Dan Boyle/Corp/Enron@Enron, Lynn Aven/NA/Enron@Enron, Joe
Kishkill/SA/Enron@Enron, Kent Castleman/NA/Enron@Enron, Bruce
Harris/NA/Enron@Enron, Sheila Glover/HOU/ECT@ECT, Edward E
Graham/SA/Enron@Enron, Rick Hopkinson/NA/Enron@Enron, Jeffrey E
Sommers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Next steps with Copel shares

Robert and Kay, thanks for all your work on getting the shares moved out of
Brazil and into the parent CayCos. I understand that by sometime early next
week the physical ADR certificates will be returned by BONY to the Enron
vault.

Here is what we now need to do:

1. We are going to need to send one certificate back to BONY and split it
into three new certificates. Two certificates will be for approximately
1.25M shares each, the balance for about 5M shares.

2. We need to form a new CayCo and sell or otherwise transfer (capital
split?) the two 1.25M tranches to this NewCo. This needs to happen next week.

3. Pending Dan Boyle's structuring efforts and an affirmative Corp. decision
(supervised by Joe Kishkill), the two existing CayCos which now own the Copel
shares will be sold into Whitewing Fund. That means about 12.5M shares will
go to Whitewing and the certificates will remain in the vault. This would
happen last week of the year--if it happens (there are actually about
15,443,000 total ADRs--I am approximating in this email).

4. The NewCo shares will remain outside this structure entirely. We will need
to put one tranche of 1.25M into a brokerage account--Sheila at this point we
will bring you in for assistance (again, hopefully next week).

5. Robert--we need to work out soon with Sheila, Skadden,and BONY to
establish an efficient mechanism to convert the full 1.25M share certificate
to unrestricted ADRs absent and prior an immediate buyer(s)--or we need to
figure out foolproof mechanics for constantly reissuing new certificates for
every small sale. We will then be looking for effective points to sell these
1.25M shares--and again, Joe Kishkill will provide price/volume targets
(execution via Gary Hickerson's group who has not yet been informed). In 3
months time, we will repeat the process for the other 1.25M tranche.

Robert--please call me so we can determine: (a) how to set up NewCo/transfer
shares, and (b) how to work the 1.25M "unrestriction" with BONY and Skadden.

Regards, Bruce
713-853-0950