It turns out that quite a bit has been happening without us so we may be 
inundated with information over the next day or so.  Let me know if the 
message below does not come through in color since it will be difficult to 
decipher.

Louise is quite anxious to finalize the ETA, PA and Read-only PA and I 
explained that we were still waiting for the proposed changes from London.  
Knowing Louise I have a feeling we may see that stuff soon.

Since we seem to be a bit behind schedule, Louise agreed that an all-hands 
legal meeting next week might be premature and she is contacting the London 
team to discuss scheduling.  I'll let you know as soon as I have anything 
more to report on the calendar.

Mark
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on 
07/13/99 11:51 AM ---------------------------


Louise Kitchen
07/13/99 11:00 AM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT
cc:  
Subject: Registration Process Questions

You may want to forward this to Sullivan and Cromwell
---------------------- Forwarded by Louise Kitchen/LON/ECT on 07/13/99 05:02 
PM ---------------------------


Louise Kitchen
07/05/99 06:23 PM
To: Elena Kapralova/LON/ECTRobert Campbell/LON/ECT@ECT, Rahil 
Jafry/LON/ECT@ECT, David Port/LON/ECT@ECT, Mark Dilworth/LON/ECT@ECT, Paul 
Goddard/LON/ECT@ECT, Justin Boyd/LON/ECT@ECT, Janine Juggins/LON/ECT@ECT, 
Mark - ECT Legal Taylor/HOU/ECT@ECT, Jay Webb/HOU/ECT@ECT, Robert 
Campbell/LON/ECT@ECT, Timothy.Hughes@cliffordchance.com, 
Andrew.Wilkinson@cliffordchance.com, Scott Sefton/LON/ECT@ECT, Edmund 
Cooper/LON/ECT@ECT, David G Mally/HOU/ECT@ECT
cc:  
Subject: Registration Process Questions  

Let's be clear about all of the confusion which took place last week on how 
to register,  this is what we are doing.  Any comments or problems please 
reply.  I have tried to address everyone's points (see end of email).  

1.  Current Customers

We are going to pre-register a large number of customers prior to the 
launch.   These customers will not  receive any documentation from us apart 
from the one page application form (Password Application) and a nice glossy 
marketing brochure.

They will not be asked to fill in any form of registration documentation.  
All of the approvals should be done internally as we already trade with these 
people.

Procedure
1.  A list of customers to be pre-registered is compiled.
2.  Sign off on the list is obtained from Tax, Credit, Legal etc.
3. The customer receives from Enron a Password Application Form (postal) and 
a marketing brochure (this will be very glossy with only high level details 
nothing specific to the customer but will outline the registration process 
(to include whether to send to UK os  US office).  The PA will be specific to 
each country and therefore we should be able to send out the specific PA to 
each counterparty.
4. The customer signs the document (Password Application) and returns to 
Enron. 
5. Enron dispatches the System Administrator password and login.
6.  The customer logs in and the immediately is greeted with the ETA (as 
loaded for the specific counterparty profile which will be based on the 
country of origin of the customer).  The ETA must be printable and the 
customer will scroll through the document to the end where he has the choice 
of either "I accept" or "I do not accept" (with no default on enter).  This 
ETA must be printable.
7.   The customer then enters the site and transacts.  If the customer is 
transacting under a master then the GTC for a particular product will not 
need to be accepted, if the customer is dealing without a master then any 
person using the administrator password or any of its subsidiary passwords 
can accept the GTC (it only needs to be accepted once by any one person under 
this SA password).  The system will need to be loaded with the information as 
to whether a counterparty requires GTC or not for each commodity/product type.

Elena's questions
Q:  Will PA be available as well as ETA for viewing and printing in the 
"House"?  No only in the garden.  PA and ETA for all jurisdictions will be 
available and printable in the garden (drop down box would be my suggestion).

2.  New Customers

There are two alternative routes possible.

Procedure 1: Off Line Registration

Potential Customer will e-mail, phone to express their willingness to trade 
online, i.e. get the ID and Password
Enron will mail Registration Pack to the Potential Customer with PA for 
appropriate jurisdiction.
Customer will fill in Registration Form, sign PA and mail it back to Enron
If the customer is approved for Online Trading by Enron, it will receive the 
system administrator login and password.
The customer logs in and the immediately is greeted with the ETA (as loaded 
for the specific counterparty profile which will be based on the country of 
origin of the customer).  The ETA must be printable and the customer will 
scroll through the document to the end where he has the choice of either "I 
accept" or "I do not accept" (with no default on enter).  This ETA must be 
printable.
The customer then enters the site and transacts.The customer is transacting 
GTCs for all  products and   any person using the administrator password or 
any of its subsidiary passwords can accept the GTC (it only needs to be 
accepted once by any one person under this SA password).  


Procedure Two:  Partial OnLine Registration
Registration Pack including PAs for all jurisdictions will be available in 
the Garden
Customer has to chose (drop down box) which jurisdiction he is in,  print out 
appropriate Registration Form and PA,  fill in Registration Form, sign PA and 
mail it to Enron
Customer will fill in Registration Form, sign PA and mail it back to Enron
If the customer is approved for Online Trading by Enron, it will receive the 
system administrator login and password.
The customer logs in and the immediately is greeted with the ETA (as loaded 
for the specific counterparty profile which will be based on the country of 
origin of the customer).  The ETA must be printable and the customer will 
scroll through the document to the end where he has the choice of either "I 
accept" or "I do not accept" (with no default on enter).  This ETA must be 
printable.
The customer then enters the site and transacts.The customer is transacting 
GTCs for all  products and   any person using the administrator password or 
any of its subsidiary passwords can accept the GTC (it only needs to be 
accepted once by any one person under this SA password).  

The Registration Form is currently in draft form and I attach below but 
clearly Janine may want to add more on her side.

Elena's questions
Q:  1) Alternative 1 or 2? Both
 2) In the Garden there must be a sentence (to be drafted by CC) to inform 
potential customers that there request for access may not be granted.  YES - 
In the  garden there must be a phrase that any access may not be granted and 
that it is solely on our discretion (this is not just for Read Only its for 
all applications)
 3) Should all ETAs and PAs be available and printable in the Garden? CC 
prefers them to be available...YES

3.  Read Only Customers

If a customer / counterparty does not respond by signing our PA and therefore 
has not access to the site and we are very keen for them to be a trading 
counterparty over the Internet we want a way of showing them what they are 
missing.  So we will be sending them a password and login for read only 
access.  We could also send out to bodies like regulators or brokers etc but 
that will be up to the traders - any counterparties wanting access like this 
would apply through th eroute outlined above for new counterparties and we 
would authorise readonly access.  We will no be advertising read only access 
as available.

They will be able to enter the site for a period for time (Enron needs to be 
capable of setting system limits to the amount of time a 
customer/counterparty is given read-only access for) unable to transact but 
view only.  

Procedure
1.  Either, Enron monitors the list of counterparties having registered 
against the full counterparty list and notes that specific counterparty has 
not registered.  The trading desk with primary trading contact with such 
counterparty is contacted and asked if they would like to offer read only 
access for a period of time.
or,   a trader applies to the Online Product Control group for read only 
access for one of his customers.
2.  The Product Control Group will issue a password/login which will be time 
dated (only valid for a certain period).
3. The counterparty will login and immediately greeted by a Read Only ETA  - 
these are to be country specific.  
4. The counterparty must accept the Read Only ETA online before entering the 
site where he has been given READ ONLY access.  
5.   Under this scenario there is only one password and no capability of 
creating any further passwords (not like a system administrator password).
6. When the password expires they will need a prompt box indicating how they 
should register to continue seeing prices.

Elena's issues
1) Should Read Only ETA be printable and where? YES - should be printable 
when it appears on screen at login (no need for it to be in the garden)
2) What limitations will be imposed on the Guest User, i.e. one log in 
session, limited time etc. - This decision has to be made in order for CC to 
put an appropriate language into the Read Only ETA. Read Only ETAs for all 
jurisdictions have to be finalised by July 7th. Needs to be flexible although 
one password has no capability of creating further passwords, but the period 
of time they are allowed access will depend on each trader.  Some customers 
may be allowed in for one day others for one month.
3) In the Garden there must be a sentence (to be drafted by CC) to inform 
potential Guest User that his request for Read Only access may not be 
granted. We will not be advertising this facility and it will therefore not 
be mentioned in the garden.  The only phrase in the garden refers to 
customers who apply for a password may not get access (see above).
4) Is Read Only ETA accepted online or it should be signed and mailed back to 
Enron as a hard copy? The latest agreed was that it will be signed off line, 
but accepting it online should work as well, and seems to be a cleaner 
way...No this will be signed/clicked online just like the ETAs.

Mark's comments
System administrator will not be a trader as far as the system is concerned. 
If they are in reality that is none of our concern.  Agreed - we need to 
change the name of System Administrator to Trader Administrator
ETA acceptance process - we have legal confirmation of your comment? I would 
expect that all users that trade on the system should read and accept it 
(which I think is where Bob is coming from). Only one person per System 
Administration Password / Trader Adminstrator password accepts the ETA.

Guest only users
This concept was raised to us for the first time yesterday - and I have some 
process queries on it. See above.
How do we separate/ identify the applications? See above.
What will be the process for upgrading users f they successfully apply for 
full rights?  They need to receive a notice when their password expires which 
prompts them to follow the application process.

2 other queries  -
Why do they need an ETA when they will not be allowed to trade 
electronically? Need a Read Only ETA - see document for further understanding
Limitations to be imposed - where is this being coded and who by? There will 
be a timetable impact. This is not new and therefore isn't

Bob's comments

1. Existing Enron Customers (approx 2,000)
The first person from the customer's company logging Online has to accept 
ETA. After that ETA has to be available for viewing and printing for all 
other users.
The first person logging on will always be the Administrator (to set up his 
users) so how can a probable non-trading user accept ETAs for his traders?  
Probably will be a trader - change the password to TRADER ADMINISTRATOR 
PASSWORD/ MASTER TRADING PASSWORD

3. Unknown Customers (currently not trading with Enron) willing to get 
Trading Access
Alternative 1 most closely mirrors what we're doing for our existing customer 
base and so the procedures will already be in place for EOL Product Control / 
System Admin to run this. If the marketing pack mailing method is utilised we 
cut down on extra effort in a number of areas (marketing pack will be signed 
off by legal, business processes already there, no extra development effort, 
single point of reference).
The marketing pack is a glossy brochure advertising our site within it there 
will be the registration form, I think we do both alternatives.

Tim's comments

 The process you have described is as I understood things, except
that for Guest Users ( also referred to as Read Only Users - Regulators,
Lawyers, Brokers, Potential Traders etc).  As we discussed on Wednesday and
as Andrew mentioned yesterday, I understood the process to be as follows:

 The Guest will phone or sent e-mail (possibly fill in a form online,
that will be automatically e-mailed) to Enron System Administrator.
Customers will provide info on their name, e-mail address, mailing address,
country of incorporation  etc.   If Enron approves the customer as a Guest
user, the System Administrator will  e-mail/fax to the Guest the Read Only
ETA.  The Guest will execute the Read only ETA in hard copy and return it to
Enron (by fax or post).  Enron will then issue a Guest ID and Password.  The
Read Only ETA will be available on the website as a reminder to the Guest.
This will not be in hard copy it will be online, see above we are not going 
to advertise this read only capability.

OK?  

Louise