Sally,

Thanks for our meeting last week.  Please let me know if you don't think 
we've sufficiently defined the deliverable for Business Ops.  Based on 
feedback from Louise - you and I still may not be clearly communicating yet 
as to what is required.

Specifically, AEP and Enron need to agree in writing for each Business Ops 
"process" or function:

1. Who is going to carry out the Business Ops processes before and after 
close.
2. How control over the process will be handed over from Enron to AEP.
3. The necessary IT actions required to put the required system functionality 
in place (and who is responsible for implementing this). 

The table you developed at the end of last week (based on Bob's email) moves 
closer to this point.   As we discussed on the phone, we need to provide a 
description of the deliverables for each of the "systems/activities" you 
listed on the table and ensure that AEP understands (and signs off on) what 
they are responsible for.  To Anne's point, this "sign off" can be through a 
memo, protocol, acknowledged email, or other.  

We have been having a problem in that one part of AEP does not talk to the 
other part.  So, I would like to encapsulate and elevate the individual Bob 
Hall/Steve Jackson discussions so that all relevant levels of AEP (and Enron) 
understand what is being agreed before we close.

Each Tuesday at 4:00 we have a standing HPL Transition Coordination meeting 
to discuss the status of the deliverables from each group.   You are welcome 
to attend this meeting or the separate meeting we have now established each 
Wednesday with Bob H. and Tommy Y. to concentrate on HPL/IT/Business Ops 
matters.

Sally,  thanks for you personal attention to this.    

The quicker we close the quicker Bob can focus more of his time on Network's 
origination efforts.

Regards,
Brian









   
	Enron North America Corp.
	
	From:  Sally Beck                           03/30/2001 03:34 PM
	

To: Louise Kitchen/HOU/ECT@ECT, Brian Redmond/HOU/ECT@ECT
cc: Bob M Hall/NA/Enron@Enron, Leslie Reeves/HOU/ECT@ECT, Anne C 
Koehler/HOU/ECT@ECT, Anne C Koehler/HOU/ECT@ECT 
Subject: HPL Sale - Energy Operations Task List

I talked with Anne Koehler in Legal today to determine her understanding of 
what is required from Energy Operations prior to the effective sale of HPL.  
Anne believes that she may have been the one to introduce the term "protocol" 
into these discussions.  To clarify, according to Anne, the "protocol" is not 
anticipated to be a formal legal document.  Instead, Anne envisions simply 
e:mails or memos between Enron and AEP with regard to any sharing of 
information, agreements on processes to be followed in the transition, etc.  
Operational details to be decided between Enron and AEP have been handled 
exactly in that manner to date, with e:mails being sent from Bob Ball (Enron) 
to Steve Jackson (AEP).  

Only critical changes to the Purchase and Sale Agreement will be formally 
documented.  Bob Hall identified the treatment of cash accounts in the 
original Purchase and Sale Agreement as incorrect relative to cash flows for 
gas to be delivered in the month of May.  He has worked with Enron's treasury 
group to establish the correct procedures and has worked with Sandi Braband 
in Legal to document this change to the Purchase and Sale Agreement as an 
Amendment to that agreement.   As of today, Legal has completed revisions to 
that amendment and Anne Koehler is sending it to Mary Perkins in Enron's 
Treasury group for her review.  Upon Mary's review, Anne will forward the 
amendment to AEP for their review before final signatures.  

We devised this week a new format for incorporating the AEP-HPL transition 
issues on which my team has been focused and have provided that to both of 
you.  This new format incorporates the various memos and e:mails which have 
to date captured the status of transition issues.  Items that only require 
actions by Enron will be our "to do" list.  Each item has a due date and we 
will update you weekly on progress.  Those items that fall under the AEP list 
or which appear in both the Enron and AEP list will be the items to which we 
will evidence communication to AEP and/or their agreement via the e:mails or 
memos as suggested by Ann Koehler.  I believe that this should satisfy your 
requests earlier this week for written "protocol".   We will also update you 
weekly on the status of those e:mails and/or memos between ourselves and 
AEP.  

I understand that the two of you have a regular weekly meeting for an update 
on the HPL sale.  To provide clarity for these update meetings, may I suggest 
that we incorporate one of the following two approaches: 

 1)  Brian and I hold a regular meeting just prior to your update meeting so 
that Brian has a full   understanding of operational transition items and 
their status, or 

 2) I attend the first part of your update meeting in order to provide a 
firsthand update to the two of you.  

Please let me know which one of these works best for you so that we can 
incorporate that into our schedules for next week.