Re: Assignment of ISDAs

----- Forwarded by Sara Shackleton/HOU/ECT on 06/19/2000 10:56 AM -----

Jeff Blumenthal
06/18/2000 04:16 PM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Re: Assignment of ISDAs

Sara,

For your information. Best regards. Jeff
---------------------- Forwarded by Jeff Blumenthal/HOU/ECT on 06/18/2000
04:14 PM ---------------------------
From: Peggy Banczak on 06/16/2000 07:26 PM
To: Jeff Blumenthal/HOU/ECT@ECT
cc: Jaime Williams/NA/Enron@ENRON, Stephen H Douglas/HOU/ECT@ECT, Susan
Helton/HOU/ECT@ECT
Subject: Re: Assignment of ISDAs

Jeff: In case you are not aware, there is another attorney that assists
Jaime with his trading business. Her name is Sara Shackleton and I am sure
she would appreciate being informed of tax matters related to the Mexico
Group's trading activities.

Jeff Blumenthal
06/12/2000 03:44 PM

To: Jaime Williams/NA/Enron@ENRON
cc: Susan Helton/HOU/ECT@ECT, Peggy Banczak/HOU/ECT@ECT, Stephen H
Douglas/HOU/ECT@ECT
Subject: Assignment of ISDAs

Jaime,

In connection with our telephone conversation with Susan Helton last Friday,
I wanted to follow up with you regarding the possibility of Enron North
America Corp. ("ENA") assigning some or all of its ISDA agreements entered
into with Mexican counterparties to an Enron entity formed under the laws of
Mexico ("Enron Mexico"). Such a transfer would cause ENA to be subject to
U.S. federal income tax (at a 35 percent rate) on the value of the contracts
assigned.

As we discussed, one alternative may be for Enron Mexico to enter into new
ISDA agreements with the Mexican counterparties, and to allow the ISDA
agreements entered into by Mexican counterparties with ENA to lapse or,
alternatively, to cancel such agreements. While such an alternative may be
preferable from a U.S. tax perspective, other business concerns must also be
considered (such as credit issues).

Please contact me at ext. 35777 if you'd like to discuss further.

Best regards,

Jeff