Enron Mail

From:steve.walton@enron.com
To:richard.ingersoll@enron.com
Subject:Re: Enron Response to October 15 RTO Filings/Southeastern RTO
Cc:joe.connor@enron.com, christi.nicolay@enron.com, dan.staines@enron.com,daniel.allegretti@enron.com, donna.fulton@enron.com, james.steffes@enron.com, janine.migden@enron.com, jeff.brown@enron.com, jeff.dasovich@enron.com, joe.hartsoe@enron.com, mark.
Bcc:joe.connor@enron.com, christi.nicolay@enron.com, dan.staines@enron.com,daniel.allegretti@enron.com, donna.fulton@enron.com, james.steffes@enron.com, janine.migden@enron.com, jeff.brown@enron.com, jeff.dasovich@enron.com, joe.hartsoe@enron.com, mark.
Date:Mon, 23 Oct 2000 02:49:00 -0700 (PDT)

Even if it meets all the other requirements for an RTO, if the Board is a
creature of Southern Company's selection and serving at the pleasure of
Southern Company , it cannot be an independent organization. There might be
minor gains on the code of conduct issues, and this could be a hopeful
indication of a move to full divestiture. However, the Gridco will still be
in the position of proving its innocence whenever its actions seem to aid
Southern Company. Even if the organization were perfect in every way except
for independence, no one can be sure that it is not acting in the interests
of the integrated utility. I see little value in the Gridco authoring a
incentive plan vs the parent being the author, as long as the Board is not
independent of the incumbent enterprise.


From: Richard Ingersoll on 10/23/2000 09:20 AM
To: Joe Connor/NA/Enron@ENRON
cc: Christi L Nicolay/HOU/ECT@ECT, Dan Staines/HOU/ECT@ECT, Daniel
Allegretti/HOU/EES@EES@ENRON, Donna Fulton/Corp/Enron@ENRON, James D
Steffes/NA/Enron@ENRON, Janine Migden/DUB/EES@EES@ENRON, Jeff
Brown/NA/Enron@ENRON, Jeff Dasovich/NA/Enron@ENRON, Joe
Hartsoe/Corp/Enron@ENRON, Mark Palmer/Corp/Enron@ENRON, Mary
Hain/HOU/ECT@ECT, Paul Kaufman/PDX/ECT@ECT, Richard Shapiro/NA/Enron@ENRON,
Robin Kittel/HOU/EES@EES@ENRON, Ron McNamara/NA/Enron@ENRON, Sarah
Novosel/Corp/Enron@ENRON, Steve Montovano/DUB/EES@EES@ENRON, Steve
Walton/HOU/ECT@ECT, Steven J Kean/NA/Enron@ENRON, Susan J
Mara/SFO/EES@EES@ENRON, Thane
Twiggs/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON, Tom Chapman/HOU/ECT@ECT,
Tom Delaney/Corp/Enron@ENRON, Tom Hoatson/HOU/EES@EES@ENRON
Subject: Re: Enron Response to October 15 RTO Filings/Southeastern RTO

Perhaps them having no say is a big step but it appears that they, in reality
have all the say.



Joe Connor@ENRON
10/18/2000 09:13 PM

To: Richard Ingersoll/HOU/ECT@ECT
cc: Christi L Nicolay/HOU/ECT@ECT, Dan Staines/HOU/ECT@ECT, Daniel
Allegretti/HOU/EES@EES@ENRON@ECT, Donna Fulton/Corp/Enron@ENRON, James D
Steffes/NA/Enron@ENRON, Janine Migden/DUB/EES@EES@ENRON@ECT, Jeff
Brown/NA/Enron@ENRON, Jeff Dasovich/NA/Enron@ENRON, Joe
Hartsoe/Corp/Enron@ENRON, Mark Palmer/Corp/Enron@ENRON, Mary
Hain/HOU/ECT@ECT, Paul Kaufman/PDX/ECT@ECT, Richard Shapiro/NA/Enron@ENRON,
Robin Kittel/HOU/EES@EES@ENRON@ECT, Ron McNamara/NA/Enron@ENRON, Sarah
Novosel/Corp/Enron@ENRON, Steve Montovano/DUB/EES@EES@ENRON@ECT, Steve
Walton/HOU/ECT@ECT, Steven J Kean/NA/Enron@ENRON, Susan J
Mara/SFO/EES@EES@ENRON@ECT, Thane
Twiggs/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON@ECT, Tom
Chapman/HOU/ECT@ECT, Tom Delaney/Corp/Enron@ENRON, Tom
Hoatson/HOU/EES@EES@ENRON@ECT
Subject: Re: Enron Response to October 15 RTO Filings/Southeastern RTO

I don't have what Southern filed. I understand the filing will be on
Southern's web page (www.southernco.com) within a couple of days. I'm in
Virginia at the SERC Joint Committee Meeting and won't get the filings until
I get home Friday night.

As for an independent Board, as long as Southern owns the transmission assets
as it does in the proposed for-profit Gridco, there is about zero possibility
of them agreeing to have no say in the selection of the Board or in setting
the incentive plan. What specifically are you concerned about (the selection
process or the incentive plan or both)? I think we have a shot at getting
them to consider changing the setting of the incentive plan to let the Board
do it, as long as it is restricted such that it cannot impact the value of
the assets. Any thoughts?