LRC Joint Venture

This shouldn't impact ET&S since it is limited to Louisiana, but I've routed
it to our commercial people for a quick double check. If you don't hear from
me by Monday, ET&S is OK. Thanks. DF
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 02/10/2000
11:29 AM ---------------------------

02/09/2000 05:03 PM
Louis Soldano
Louis Soldano
Louis Soldano
02/09/2000 05:03 PM
02/09/2000 05:03 PM
To: Drew Fossum/ET&S/Enron@ENRON
cc:

Subject: LRC Joint Venture

drew - i cna't imagine this would affect nng or tw but they did not have your
name on the list of distribuion under northern so you might not have seen
this...
---------------------- Forwarded by Louis Soldano/ET&S/Enron on 02/09/2000
05:02 PM ---------------------------

Michael Moran
02/09/2000 01:58 PM
To: Louis Soldano/ET&S/Enron@ENRON, Dorothy McCoppin/FGT/Enron@ENRON, Phil
Lowry/OTS/Enron@ENRON
cc:

Subject: LRC Joint Venture

Please see the attached and let me know if you have any problems so that GPG
can respond to Brian Redmond.
---------------------- Forwarded by Michael Moran/GPGFIN/Enron on 02/09/2000
01:55 PM ---------------------------

Brian Redmond@ECT
02/09/2000 01:44 PM
To: Sherri Reinartz@ENRON, J Mark Metts/NA/Enron@Enron, Stephanie J
Harris@ENRON_DEVELOPMENT, Rob Walls/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rex
Rogers/Corp/Enron@Enron, Charles Cheek/Corp/Enron@ENRON, Peggy Fowler@ENRON,
Al Alexanderson/Enron@Gateway, Rebecca P Mark/HOU/AZURIX@AZURIX, John
Ale/HOU/AZURIX@AZURIX, Mark Frevert/LON/ECT@ECT, Michael R Brown/LON/ECT@ECT,
Michael Burke/Houston/Eott@Eott, Steve Duffy/Houston/Eott@Eott, Cliff
Baxter/HOU/ECT@ECT, Greg Whalley/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT,
Timothy J Detmering/HOU/ECT@ECT, Bill Donovan/EPSC/HOU/ECT@ECT, Elizabeth
Labanowski/EPSC/HOU/ECT@ECT, Stanley Horton/Corp/Enron@Enron, Michael
Moran/ET&S/Enron@ENRON, Bill Cordes/ET&S/Enron@ENRON, Larry
DeRoin/NPNG/Enron@ENRON, Janet Place/NPNG/Enron@ENRON, Ken Rice/Enron
Communications@Enron Communications, Kristina Mordaunt/Enron
Communications@Enron Communications, Andrew S Fastow/HOU/ECT@ECT, Scott
Sefton/HOU/ECT@ECT, Shirley A Hudler/HOU/ECT@ECT, Karen S Owens@ees, Vicki
Sharp/HOU/EES@EES, Ken Karas/EWC/Enron@Enron, Adam Umanoff/EWC/Enron@Enron,
Joe Kishkill/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Randy
Young/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, James A
Hughes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce
Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Larry L
Izzo/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rob
Walls/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sanjay
Bhatnagar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Wade
Cline/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David
Haug/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank
Stabler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick
Bergsieker/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lance
Schuler-Legal/HOU/ECT@ECT, Harold Bertram/HOU/ECT@ECT
cc:

Subject: LRC Joint Venture

Please find the attached memo summarizing a proposed joint venture between
Enron North America and Texaco involving our respective intrastate pipeline
assets in Louisiana (i.e., Enron's LRC pipeline). The joint venture would
restrict Enron and its affiliates from pursuing certain limited business
opportunities involving specified pipeline assets that may be competitive
with the joint venture. Specifically, these assets include:

(i) the Acadian Gas Pipeline System (currently ultimately owned by Shell
Petroleum Inc. USA),
(ii) the Cypress Gas Pipeline System (currently ultimately owned by Shell
Petroleum Inc. USA),
(iii) the Louisiana Intrastate Gas System (currently ultimately owned by
American Electric Power Co. Inc.),
(iv) the Louisiana Gas System (currently ultimately owned by Conoco Inc.);
and
(v) the Louisiana gas pipeline assets of Koch Gateway Pipeline Co. (currently
ultimately owned by Koch Industries).

In keeping with Enron's internal policies, we are seeking your confirmation
that you have no objection to the non-compete provisions in this
transaction. Please feel free to call Lance Schuler, Hal Bertram or me if
you have any questions.

Regards,
Brian