Re: FW: Revisiting Annual Elections for Domestic Entities

The way I understand the suggestion, we will always be able to change a slate
if we need to. This puts more of the responsibility on us to keep the names
updated if any changes need to be made. I guess I have no problem with that
as long as we can develop a systematic way of handling this and then be
disciplined about following that system. Bill--I suspect you will end up
being our "system" so are you up to it?

From: William E Brown/ENRON@enronXgate on 02/22/2001 02:41 PM
To: Frazier King/FGT/Enron@ENRON, Dorothy McCoppin/FGT/Enron@ENRON, Louis
Soldano/ENRON@enronXgate, Susan Scott/ENRON@enronXgate, Drew
Fossum/ET&S/Enron@ENRON
cc: Michael P Moran/ENRON@enronXgate

Subject: FW: Revisiting Annual Elections for Domestic Entities

Review the message below from the Corp., Sec., office, and let me know if you
have any disagreement over their intention to alter the annual election
process. (I for one do not see any problem with this, since we make changes
on a regular basis.)

Bill
-----Original Message-----
From: Kate Cole
Sent: Wednesday, February 14, 2001 9:05 PM
To: John Ale; AL ALEXANDERSON; Charles Cheek; James Derrick; Mark Evans; Mark
E Haedicke; Elizabeth Labanowski; Bruce Lundstrom; Marc Manly; Jordan Mintz;
Michael Moran; Kristina Mordaunt; Eric Newell; Janet Place; Daniel R Rogers;
Rex Rogers; Molly Sample; John Schwartzenburg; Vicki Sharp; Stephen Wallace;
Rob Walls; Randy Young; Denise Almoina; Martha Braddy; William E Brown; Sarah
Bruck; Cindy Buckley; Kathleen Carnahan; Kim Collins; Julie Delahay; Rosy
Duron; Carol Essig; Nony Flores; Brenda L Funk; Lauren Hagerty; Barbara
Hankins; Ed B Hearn III; Mary J Heinitz; Robin Hill; Gina Karathanos; Sue
Kelly; Deb Korkmas; Karen Lewis; LEE MARTIN; Matt Maxwell; Darlene McKeever;
Wyndel McNamara; Stephanie Moorehead; Nancy Muchmore; Mary Ogden; Larry
Pardue; Claudia Santos; Tami Scrudder; Norma Tidrow
Cc: Hardie Davis; Rebecca Carter; Lillian Bailey; Teresa Callahan; Irene
Garcia; Geneva Holland; LaShonda LaDay; Peggy Miller; Lori Pinder; Renee
Rodriguez; Tanya Sanford
Subject: Revisiting Annual Elections for Domestic Entities

With the goals of (i) getting the corporate database as up to date as
possible; and (ii) increasing the efficiency of the Corporate Services
department, I would like to suggest the following changes:

Given the constant restructuring of Enron there are usually several major
projects in the works to change the slates of directors and/or officers. As
we are handling approximately 2,500 active legal entities, it takes a great
deal of time to sort out the details, handle the data entry, prepare the
election consents for your review and signature line initials, and circulate
for signature.. However, if we take domestic annual elections out of the
equation we can solve one problem area relatively easily.

As you are aware the domestic annual election project is a very large
undertaking both for the Corporate Services group, and for the various legal
groups. Historically, it's been a time for the operating groups to review
the slates of directors, officers, and attorneys-in-fact, make changes,
review again, make more changes, until the final unanimous written consent
resolutions are produced, initialled, and signed by the directors or
stockholder(s) - a frustrating process that has frequently taken many months
to complete. I'd like to recommend to you that we reduce the annual
elections to a more "administrative" function, i.e. the annual election of
directors only (as required by state law). I'm suggesting that we re-elect
the existing directors as of a specified date (within 13 months of the
previous annual election to conform to state law), the consents are prepared,
sent for your review and initials, signed by shareholder(s), and placed in
the minute books, and the project is over! All other changes to the director
and officer slates, and attorney-in-fact appointments are submitted by you to
us in the normal course of business throughout the year. We'll send you
annually the familiar slates of directors, officers, and attorneys-in-fact
for your review, but the pressure on you and on us to respond to a specific
election date is removed. You review the slates, discuss them within your
operating groups, and choose your own date for resignations and elections,
entirely separate from the annual election of directors function.

I look forward to discussing this with you and/or your staff, and I'm open to
any comments and suggestions that you might have. What worked well
historically has become a nightmare for all concerned and it's time to open
the box and re-examine the contents now, before we start all over again in
June 2001!

If I don't hear from you I'll assume that you agree with this suggested new
format and you won't hear from us on this subject until June 2001.

Best regards
Kate

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