Sara, Janine Juggins is a tax person in our London office.  I am forwarding a 
chart she sent me, which Trena would like to discuss at our meeting. -- Bob


Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com
----- Forwarded by Robert Bruce/NA/Enron on 02/06/2001 09:20 AM -----

	Janine Juggins@ECT
	02/02/2001 08:17 AM
		
		 To: Janine Juggins/LON/ECT@ECT
		 cc: Trena McFarland/NA/Enron@Enron, Sheila Glover/HOU/ECT@ECT, Robert 
Bruce/NA/Enron@Enron, Morris Richard Clark/HOU/ECT@ECT, Catharina 
Clabots/LON/ECT@ECT, Stephen H Douglas/HOU/ECT@ECT
		 Subject: Re: Softs structure

Attached is the legal structure chart referred to in the mail below.



Also, further to Trena's mail yesterday if because there is a requirement to 
use a single legal entity as principal only alternatives A and B will be 
considered, the recommendation would be to use Enron Softs Inc and not ENA. 
This is because of the additional tax exposure which would potentially attach 
to the income generated by other businesses in ENA.

A decision not to use a separate legal entity in the UK (alternative C ) 
attracts a tax disbenefit. 

I will estimate the tax costs/benefits of the alternatives A thru C so that 
they can be factored into the overall cost/benefit analysis. Do you have an 
estimate of the net income before tax which will be earned by the Softs 
business, split between NY activity and London activity ? Maybe this can be 
taken from the budgets for 2001 ?

Regards
Janine





Janine Juggins
01/02/2001 17:49
To: Trena McFarland/NA/Enron@Enron, Sheila Glover/HOU/ECT@ECT, Robert 
Bruce/NA/Enron@Enron
cc: Morris Richard Clark/HOU/ECT@ECT, Catharina Clabots/LON/ECT@ECT 

Subject: Softs structure

Attached is a (very) draft note discussing the various alternative structures 
addressed during various telephone calls. It is far from finalised, but I 
thought it would be a good idea to circulate it now to get some further 
feedback. Note that Morris and Catharina have not yet had the opportunity to 
review and comment on the draft. I will follow up with a corporate structure 
chart tomorrow so that it is clear where all the entities sit within our 
corporate structure.

My view is that it is preferable to use EFET LLC for the London based 
activity and ENA for the NY based activity. 

I have not referred at all to ECTRIC because this entity will be effectively 
replaced over time by EFET LLC.

Regards
Janine