Memorandum on Issues Relating to Exchange Membership

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 02/16/2001 06:00 PM -----

Robert Bruce@ENRON
Sent by: Robert Bruce@ENRON
02/12/2001 02:08 PM

To: Trena McFarland/NA/Enron@Enron, Darren Maloney/Corp/Enron@ENRON
cc: limor.nissan@enron.com, Alan Aronowitz/HOU/ECT@ECT, Sara
Shackleton/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT
Subject: Memorandum on Issues Relating to Exchange Membership

Trena, attached please find a brief memorandum on the referenced subject. As
we discussed, this memo outlines the issues in very general terms. Some of
the legal concepts touched upon -- e.g., the exact nature of the fiduciary
relationship between a licensed broker and its customers -- are rather
complex, and would bear out very involved legal research and analysis in a
more detailed memorandum.

Mark Taylor has advised me that the legal department's approval of the
purchase of any exchange membership (clearing or non-clearing) will require
the personal approval of Mark Haedicke, the chief legal officer of Enron
Wholesale Services.

As always, please feel free to call me with any comments or questions.
Thanks -- Bob

Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com