I don't see any problem with this transaction since it appears to be limited 
to Louisiana assets, but the issue of whether we are impacted by the 
noncompete agreement strikes me as a commercial call.  Please let me know if 
you have any problem with the transaction and I will pursue it.  Thanks.  DF 
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 02/10/2000 
11:25 AM ---------------------------



Michael Moran
02/09/2000 01:58 PM
To: Louis Soldano/ET&S/Enron@ENRON, Dorothy McCoppin/FGT/Enron@ENRON, Phil 
Lowry/OTS/Enron@ENRON
cc:  

Subject: LRC Joint Venture

Please see the attached and let me know if you have any problems so that GPG 
can respond to Brian Redmond.
---------------------- Forwarded by Michael Moran/GPGFIN/Enron on 02/09/2000 
01:55 PM ---------------------------


Brian Redmond@ECT
02/09/2000 01:44 PM
To: Sherri Reinartz@ENRON, J Mark Metts/NA/Enron@Enron, Stephanie J 
Harris@ENRON_DEVELOPMENT, Rob Walls/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rex 
Rogers/Corp/Enron@Enron, Charles Cheek/Corp/Enron@ENRON, Peggy Fowler@ENRON, 
Al Alexanderson/Enron@Gateway, Rebecca P Mark/HOU/AZURIX@AZURIX, John 
Ale/HOU/AZURIX@AZURIX, Mark Frevert/LON/ECT@ECT, Michael R Brown/LON/ECT@ECT, 
Michael Burke/Houston/Eott@Eott, Steve Duffy/Houston/Eott@Eott, Cliff 
Baxter/HOU/ECT@ECT, Greg Whalley/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, 
Timothy J Detmering/HOU/ECT@ECT, Bill Donovan/EPSC/HOU/ECT@ECT, Elizabeth 
Labanowski/EPSC/HOU/ECT@ECT, Stanley Horton/Corp/Enron@Enron, Michael 
Moran/ET&S/Enron@ENRON, Bill Cordes/ET&S/Enron@ENRON, Larry 
DeRoin/NPNG/Enron@ENRON, Janet Place/NPNG/Enron@ENRON, Ken Rice/Enron 
Communications@Enron Communications, Kristina Mordaunt/Enron 
Communications@Enron Communications, Andrew S Fastow/HOU/ECT@ECT, Scott 
Sefton/HOU/ECT@ECT, Shirley A Hudler/HOU/ECT@ECT, Karen S Owens@ees, Vicki 
Sharp/HOU/EES@EES, Ken Karas/EWC/Enron@Enron, Adam Umanoff/EWC/Enron@Enron, 
Joe Kishkill/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Randy 
Young/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, James A 
Hughes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce 
Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Larry L 
Izzo/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John 
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rob 
Walls/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sanjay 
Bhatnagar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Wade 
Cline/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David 
Haug/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank 
Stabler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank 
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick 
Bergsieker/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lance 
Schuler-Legal/HOU/ECT@ECT, Harold Bertram/HOU/ECT@ECT
cc:  

Subject: LRC Joint Venture

Please find the attached memo summarizing a proposed joint venture between 
Enron North America and Texaco involving our respective intrastate pipeline 
assets in Louisiana (i.e., Enron's LRC pipeline).  The joint venture would 
restrict Enron and its affiliates from pursuing certain limited business 
opportunities involving specified pipeline assets that may be competitive 
with the joint venture.  Specifically, these assets include: 

(i) the Acadian Gas Pipeline System (currently ultimately owned by Shell 
Petroleum Inc. USA), 
(ii) the Cypress Gas Pipeline System (currently ultimately owned by Shell 
Petroleum Inc. USA), 
(iii) the Louisiana Intrastate Gas System (currently ultimately owned by 
American Electric Power Co. Inc.), 
(iv) the Louisiana Gas System (currently ultimately owned by Conoco Inc.); 
and 
(v) the Louisiana gas pipeline assets of Koch Gateway Pipeline Co. (currently 
ultimately owned by Koch Industries).  

In keeping with Enron's internal policies, we are seeking your confirmation 
that you have no objection to the non-compete provisions in this 
transaction.  Please feel free to call Lance Schuler, Hal Bertram or me if 
you have any questions.

Regards,
Brian