Approval Procedure

Rod - I got your voice mail & we can talk when I get back. Here is a note I
sent to Edmund last week with a suggestion - let me know what you think.
---------------------- Forwarded by Mark Taylor/HOU/ECT on 03/06/2000 01:49
PM ---------------------------
To: Edmund Cooper/LON/ECT@ECT
cc:
Subject: Re: confidentiality query

I have asked Kaye for copies of the CA's referred to. I agree completely re:
the need for a procedure. Let me know what you think about the following:

1. Commercial team identifies the proposed reference entity (RE) and forwards
the name to Credit. At the same time, the commercial team should be
identifying any Enron relationship with the proposed RE and discussing the
proposal with the appropriate relationship head(s).

2. Credit reviews the proposed RE and approves or rejects (so far there have
been many rejections so this makes sense as a next cut). If approved, Credit
notifies the commercial team which then forwards the approval to Legal
together with the results of their investigations regarding other Enron
relationships.

3. Legal conducts a "screening" Confidentiality Agreement review locally and
forwards the name to the other Enron legal groups for similar review. If
the screen reveals confidentiality agreements with the RE or any of its
affiliates, the commercial team should be consulted to determine the
appropriate level of further review. If the commercial team considers the RE
the subject of legitimate transactional interest, detailed review of the
confidentiality agreements and their impact may be appropriate. In addition,
if the confidentiality agreement screens are passed, Legal should analyze the
"other Enron relationships" to determine if they raise any legal concerns.
Upon final approval, Legal notifies the commercial team (copying Credit).

Something this involved may make sense only for RE's that will be offered on
the website. Perhaps a streamlined version would suffice for RE's only
offered pursuant to an unsolicited request.

Edmund Cooper
03/03/2000 01:43 PM
To: Mark Taylor/HOU/ECT@ECT
cc:
Subject: confidentiality query

Mark, herewith the list I referred to in my last email. I've looked to see
if there are any CAs with a Duke entity with an Enron European entity and
there are none.

We ought to come up with a streamlined procedure for approving new reference
entities (rather than having it attacked contemporaneously on all sides by
several departments).

Thanks, Edmund

---------------------- Forwarded by Edmund Cooper/LON/ECT on 03/03/2000 07:41
PM ---------------------------

Mary J Heinitz
03/03/2000 07:39 PM
To: Michael Slade/LON/ECT@ECT, Edmund Cooper/LON/ECT@ECT
cc: Kay Young/HOU/ECT@ECT, Ed B Hearn III/HOU/ECT@ECT

Subject: confidentiality query

Regarding your phone request for a conflicts check with respect to Duke
Energy or affiliates, I find the following executed agreements:

Duke Energy Field Services, Inc. with Houston Pipe Line Company - regarding
HPL's Three Rivers plant, effective until 01/27/01
Duke Energy Field Services, Inc. with ECT - regarding proposed expension of
Dauphin Island Gathering Systemor other of Duke's related pipelines to serve
ECT's gas markets effective until 01/14/00
Duke Energy North America with ECT - transaction involving Duke's supply of
long term power and capacity to ECT to support ECT's wholesale supply
obligation within NEPOOL effective until 07/27/00
Duke Energy North America with ENA - possible Duke acquisition of ENA's
interests in a natural gas-fired generation facility being developed at the
Port of Morow, Oregon effective until 11/18/01
Duke energy Power Services L.L.C. with ECT - regarding natural gas-fired
electric power generation facilities under development by ECT in Illinois,
Indiana, Kentucky, Mississippi and Tennessee effective until 04/06/00
Duke Power Company with Enron Power Marketing, Inc. - regarding provision of
central control area, scheduling or other services to ECT or affiliates by
Duke in the state of Georgia.