Re: Brokerage Account/CIESA Transaction

Second message from Bruce.
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 01/12/2000
04:44 PM ---------------------------

Enron North America Corp.

From: Marie Heard 01/12/2000 04:28 PM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Re: Brokerage Account/CIESA Transaction

FYI!
---------------------- Forwarded by Marie Heard/HOU/ECT on 01/12/2000 04:28
PM ---------------------------

Bruce Harris@ENRON_DEVELOPMENT
01/12/2000 03:52 PM
To: Nancy Muchmore/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Rick Hopkinson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Andrea
Bertone/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Glenn E
Matthys/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Marie Heard@ECT
Subject: Re: Brokerage Account/CIESA Transaction

I do not know who should buy the shares. Rick and Glenn, how do you want the
shares to be purchased and where do you want them owned? Keep in mind that
if EPCA buys the shares and then sells them same day EDIDE (for example), we
will I believe need to open 2 accounts. In addition, if the shares trade
over the exchange, I am not sure exactly how we will execute a private sale
between those 2 companies. It seems to me that you may want to have the
ultimate owner actually make the purchase and then try to structure your
cashflows to accomplish your tax goals, rather than to accomplish those goals
by moving around the shares. We can talk about this tomorrow but the sooner
we have the structure in place the sooner the account(s) can be opened. We
will need to coordinate this structure with Corp. Treasury (Cathy Moehlmann
and Robin Veariel).

Regards, Bruce

Nancy Muchmore
01/12/2000 02:25 PM
To: Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick
Hopkinson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Andrea Bertone/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Glenn E
Matthys/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Marie Heard@ECT

Subject: Brokerage Account/CIESA Transaction

Please let me know which company needs to open a brokerage account in
connection with the CIESA transaction. Once you tell me which company it
should be, we can start the corporate authorization process and I will
coordinate with Marie Heard of ENA concerning other information she'll need
in connection with opening the account.

Please bear in mind that it will take some time (I'm not certain exactly how
long--I will find out) to get all of the proper authorizations and other
paper work into place, once you have decided on the company.

Nancy