From: richard.shapiro@enron.com
To: david.haug@enron.com, james.bannantine@enron.com, diomedes.christodoulou@enron.com, james.noles@enron.com, rebecca.mcdonald@enron.com, richard.leibert@enron.com
Cc: j.metts@enron.com, mitchell.taylor@enron.com, steven.kean@enron.com, joseph.sutton@enron.com, bill.gathmann@enron.com, cheryl.lipshutz@enron.com, mark.schroeder@enron.com
Date: 2000-08-11 14:41:00+00:00
Subject: Project Summer/Desert Lightning:Regulatory Transfer Issues

As the individual responsible within Enron Corp. for coordinating the 
analysis of regulatory transfer restriction issues in the above-referenced 
project, I wanted to give each of you a brief update, but more importantly, 
ask for your help in ensuring, as we move closer to the signing date, that we 
are fully coordinated on these issues and are prepared to act in a consistent 
and coordinated fashion across the regions as quickly as possible.

Over the last several weeks, the regional general counsel offices, V&E (Bill 
Weiland), Skadden and myself have been talking to local counsel across the 
regions to make sure that we fully understand all of the regulatory transfer 
issues and that we also fully understand the implications of the regulatory 
transfer restrictions in the context of the "ABC" deal structure.  We have 
now largely completed that process and the conclusions reached during that 
process have been memorialized in various documents, including the "ABC 
Matrix" that many, if not all of you, have seen.  All that is remaining is 
confirmation on a South Korean competition agency issue and the completion of 
the analysis relative to the Wind assets in Europe regarding EU competition 
agency issues. Those two items should be completed by early next week.  We 
have also recently begun the process of preparing documents that will be 
necessary for the approval of the transfer of Elektro in Brazil...which 
brings me to the second issue, coordination and preparation.

Having reached a critical juncture with the completition of virtually all of 
the regulatory analysis, the next step is to plan for the announcement of the 
transaction...more specifically, ensuring that regulatory/governmental 
communication assignments for both pre and post announcement are fully agreed 
upon and understood by all... and that the process of drafting the necessary 
requests for regulatory approval documents is agreed upon and begun as soon 
as possible.  To ensure that this all happens in a timely manner and with 
quality, I would like to request that one individual from each operating 
region and company be assigned as the point person so that I can have a 
single individual within each operating unit to go to that has the authority 
to put together the comprehensive regulatory transfer plan and the 
responsibility for assuring the execution of the plan, both during the 
periods of time leading up to signing and announcement and during the 
transition period leading up to closing.  I would respectfully ask that the 
names of these individuals be communicated to me by close of business 
Wednesday, August 16, 2000 to provide us sufficient time to address the work 
that lies before us.  I have taken the liberty of listing my suggestions for 
the responsible individuals (where I have suggestions) for the respective 
operating regions/companies, but these are only suggestions and I will defer 
to your choices.  Thank you for your assistance and if you have any 
questions, feel free to contact me at extension 33407 in Houston or by pager 
at 888-740-9949.

Enron South America   Jose Bestard
Enron Wind    Eric B. Newell
India     Jane Wilson
Apachi     Mike Dahlke
CALME     ?