Change of registered agent

pls forward to all TW and NN legal attorneys and staff--Hou and OMa. DF=20
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 01/03/2001=20
04:04 PM ---------------------------

Michael Moran
01/02/2001 02:22 PM
To: Drew Fossum/ET&S/Enron@ENRON, Dorothy McCoppin/FGT/Enron@ENRON, Louis=
=20
Soldano/ET&S/Enron@ENRON
cc: =20

Subject: Change of registered agent

FYI
---------------------- Forwarded by Michael Moran/GPGFIN/Enron on 01/02/200=
1=20
02:22 PM ---------------------------

Kate Cole
12/20/2000 09:27 AM
To: John Ale/HOU/AZURIX@AZURIX, AL ALEXANDERSON/ENRON@enronxgate, Charles=
=20
Cheek/Corp/Enron@ENRON, James Derrick/Corp/Enron@ENRON, Mark=20
Evans/Legal/LON/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, Elizabeth=20
Labanowski/EPSC/HOU/ECT@ECT, Bruce=20
Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Marc Manly/HOU/EES@EES, Jord=
an=20
Mintz/HOU/ECT@ECT, Michael Moran/ET&S/Enron@ENRON, Kristina Mordaunt/Enron=
=20
Communications@Enron Communications, Eric Newell/EWC/Enron@ENRON, Janet=20
Place/NPNG/Enron@ENRON, Daniel R Rogers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT=
,=20
Rex Rogers/Corp/Enron@Enron, Molly Sample/Houston/Eott@Eott, Frank=20
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John=20
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Vicki Sharp/HOU/EES@EES=
,=20
Stephen Wallace/Corp/Enron@ENRON, Rob Walls/NA/Enron@Enron, Randy=20
Young/NA/Enron@Enron, Brenda L Funk/HOU/ECT@ECT, Deb Korkmas/HOU/ECT@ECT,=
=20
Mary Ogden/HOU/ECT@ECT, Gina Karathanos/Corp/Enron@Enron, Clement=20
Abrams/Corp/Enron@ENRON, Ed B Hearn III/HOU/ECT@ECT, Melanie=20
Curran/EWC/Enron@ENRON, Mary J Heinitz/HOU/ECT@ECT, Nony Flores/HOU/ECT@ECT=
,=20
Norma Tidrow/HOU/AZURIX@AZURIX, Barbara Hankins/HOU/AZURIX@AZURIX, Robin=20
Hill/Enron Communications@Enron Communications, Sue Kelly/LON/ECT@ECT,=20
Michael Slade/LON/ECT@ECT, Lorna Jones/LON/ECT@ECT, David=20
Bateman/Corp/Enron@Enron
cc: Robert Hermann/Corp/Enron@ENRON, Davis Maxey/Corp/Enron@ENRON, Greek=20
Rice/Corp/Enron@ENRON, Cullen Duke/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joh=
n=20
Swafford/HOU/ECT@ECT, David DeGabriele/Enron Communications@Enron=20
Communications, Stephen H Douglas/HOU/ECT@ECT, Danny Wilson/Corp/Enron@ENRO=
N,=20
David J Williams/LON/ECT@ECT, Becky Stephens/Corp/Enron@ENRON=20

Subject: Change of registered agent

GREAT NEWS! Over the past few months we've been evaluating other service=
=20
providers to find out if it would be in Enron=01,s best interests, both=20
financially and from a service point of view, to change registered agents. =
=20
We met with the Litigation Unit to ensure that service of process needs wou=
ld=20
be met and, hopefully, exceeded, and we talked with representatives of Enro=
n=20
tax departments re online information designed to assist the tax preparatio=
n=20
procedures. We tested all aspects of the proposed services to our=20
satisfaction, and we worked assiduously with the successful candidate to=20
ensure Enron-user-friendly websites. We anticipate that there will be a=20
saving to Enron of approximately $126,000 per year which will be passed=20
directly to your cost centers. After much kicking of the tyres we're=20
terminating our relationship with CT Corporation System in favor of Nationa=
l=20
Registered Agents, Inc. ("NRAI"). NRAI will prepare, file, and absorb all=
=20
costs associated with the Change of Registered Agent. We anticipate that t=
he=20
majority of Delaware Change of Registered Agent filings will be effective b=
y=20
the end of January but be aware that some other states take several months =
to=20
handle filings. The database will reflect the change of registered agent as=
=20
we receive evidence of filings. As part of the process a free status check=
=20
will determine the good standing of all Enron entities. We'll be happy to=
=20
pass these good standing certificates on to the relevant tax departments.

CT Corporation will remain as agent for those historical entities that were=
=20
voluntarily dissolved or withdrawn, and for contracts or agreements where C=
T=20
Corporation was named as registered agent for service of process (unless=20
legal counsel decides to amend the terms.)

NRAI, a New Jersey-based company, was formed 5 years ago by ex-Prentice Hal=
l=20
managers. It is now the third largest provider of registered agent service=
s=20
in the country. It has a very strong, modern technology platform that=20
enables it to respond quickly and effectively to its clients' needs, and it=
=20
offers a full range of nationwide Corporate, Uniform Commercial Code and=20
Registered Agent services, and free, unrestricted access to its expansive=
=20
document library containing over 6,000 savable forms, official documents an=
d=20
information charts. =20

We will continue to provide document ordering services as before but for=20
those of you whose staff prefer to place their own orders please ask them t=
o=20
contact me by email so that I can provide access information to the online=
=20
NRAI website so that your department can realize the cost savings we have=
=20
negotiated. NRAI is offering training in how to use its website; please as=
k=20
your staff to contact me so we can set up a combined training session.

Please let me know if you would like more information on NRAI or on any of=
=20
the services they provide.

Happy Holidays!

Best regards
Kate

NOTE: No changes will be made to TNPC entities until approved by Marc Manly=
. =20

Tanya Sanford - please circulate this email to your legal assistant contact=
s.

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com