Hello again,

Makes sense to me.  I would add "on behalf of MEH" after "Transaction" on the 
first line of the second paragraph of VII.

I don't have the MEH Operating Agreement.  Do you have an electronic copy of 
it?

Thanks,

Kay


   
	
	
	From:  Gregg Penman                           06/13/2000 07:50 AM
	

To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Re: Revised RM Policy

Per my voice mail, will you please take a quick look at my edits to Vlady's 
draft risk management policy attached below.  I don't think any of them are 
problematic, but Vlady has some concerns mainly because the base Enron Corp. 
risk management policy was used as the template and therefore I am 
effectively making edits to it.

I will be leaving the office today around 11:00 so I want to turn this to 
Peoples before then if possible.  On any other business, I will be 
unavailable from 1:30 to probably 3:00 today, but can be reached via pager 
800-980-1771 or cell phone 312-925-8888 at any other time.

As always - thanks for your help.

Gregg
---------------------- Forwarded by Gregg Penman/Corp/Enron on 06/13/2000 
07:45 AM ---------------------------
To: Vladimir Gorny/HOU/ECT@ECT
cc:  
Subject: Re: Revised RM Policy  

Some comments on your comments:

Section II: I don't like the title "Commercial Development Manager" but 
rather "Risk Manager" 
Response:         The title Commercial Development Manager comes from the MEH 
Operating Agreement.  We can amend the LLC Agreement  if necessary, but it 
seems burdensome since the title is only a formality.  However, as currently 
written, the Commercial Development Manager is the person responsible for 
managing the daily business, i.e. similar to a desk director.  In order to 
maintain control of this position, it can only be filled by an Enron nominee 
and will report directly to the MEH General Manager, Laura Luce of Enron.

Section VII: Majority of the wording came initially from attorneys, I would 
recommend confirming that.
Response:          I will run this by the attorneys.  However, from a 
technical perspective, Section VII refers to employees of MEH.  No one in the 
Chicago office is an employee of MEH, but rather we all remained employees of 
our respective organizations.  I will ask the attorneys if we need to limit 
all Chicago based employees, both of Enron North America and Peoples Energy 
Resources.

Section VIII: Who is the General Manager of MEH?
Response:          As mentioned above, Laura Luce, Vice President of Enron 
North America
  Is Enron North America Corp. a legal entity?
Response:          Yes, Enron North America Corp. replaced Enron Capital 
Trade and Resources as the Wholesale business of Enron Corp.  Unless you know 
something different, I believe that to be a true statement.

Let me know if any of my responses don't make sense or you still have any 
questions.  I am still going to try to get this out by 10:00 or so.  

Gregg




To: Gregg Penman/Corp/Enron@ENRON
cc:  
Subject: Re: Revised RM Policy  

Policy Comments:

Section II: I don't like the title "Commercial Development Manager" but 
rather "Risk Manager"
Section VII: Majority of the wording came initially from attorneys, I would 
recommend confirming that.
Section VIII: Who is the General Manager of MEH?
  Is Enron North America Corp. a legal entity?

Vlady.


   
	
	
	From:  Gregg Penman @ ENRON                           06/12/2000 02:03 PM
	

To: Vladimir Gorny/HOU/ECT@ECT
cc:  
Subject: Revised RM Policy

Vlady - As we discussed, I am attaching my revisions to your initial draft.  
They are mainly cosmetic attempts to make the RM Policy terms consistent with 
the MEH Operating Agreement and separate MEH from any behind the scenes 
reporting or controls that ENA chooses to place on Richard/MEH.  Let me know 
if you have any concerns about my edits.  I would like to send this to 
Peoples end of day today.  I will follow up with Structuring to find a body 
to model the underlying asset position.  

Thanks - Gregg