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?