Please send a list of corporate types who could act a executor.  I will get 
back ASAP.  Thank you.




Stephen.Dyer@bakerbotts.com on 04/26/2001 10:54:38 AM
To: Stanley.Horton@enron.com
cc: david.hill@msdw.com, Adam.Schucher@bakerbotts.com 

Subject: important - something for you to ponder, and then respond please


David Hill put us in touch with Marco Crespi, who is at Morgan Stanley Dean
Witter Trust FSB in New Jersey.  There is no local office of MSDW Trust, and
by local I mean in the State of Texas (not just Houston).  Marco assures us
that MSDW Trust has authority to conduct trust business in all 50 states and
is sending us evidence of same.  I am not worried about their authority to
do trust business here, but I am worried a bit about what I explain below.

Marco has informed us that, since MSDW Trust has no local presence, they
will not accept appointments to the more personal or high contact positions,
such as agent (attorney-in-fact) under a Statutory Durable Power of Attorney
and executor under a Last Will and Testament.  Basically, all they take at
this point are trustee appointments.

This obviously puts a kink in your plans as outlined at our meeting in your
office on April 3 with David Hill and in our follow-up e-mails.  We have
rough drafts of your documents in process and expected to send you some
first drafts by mid-week next week, but all those drafts name MSDW Trust to
the various positions you had in mind, some of which we now know are not
feasible.

If you want to name MSDW Trust as co-trustee on all the trusts, whether
created now or under your Will, that will work fine.  However, you will not
very well be able to bridge the gap during any period of incapacity (under a
Power of Attorney) or during any period of estate administration (under a
Will) with another corporate fiduciary as co-agent or co-executor who then
is expected to hand off to MSDW Trust as trustee.  In other words, if you
really want MSDW Trust in there for the long haul as co-trustee on all the
trusts (both now and after your death), your best bet is probably to have
only an individual serve as agent or executor (say your wife, for example),
as those jobs are temporary, to bridge the gap until the trusts are fully
funded after your estate administration is completed.

If you have any reticence about naming only an individual as agent or
executor (again, say your wife), you might consider having two individuals
named together as co-agent and co-executor to ameliorate your concerns (say
Caron with your wife?).

Of course, if you want to shop around town a bit for a corporate fiduciary
who could and would serve as co-agent and co-executor, we can provide a list
of several banks and trust companies and introduce you to most in the city.

Baker Botts has no horse in this race other than you and Debbie, of course,
and we will not favor MSDW Trust or any other trust company, one over
another.  You favor MSDW, though, and I'd like to help you work out a plan
that uses them.

Please let me know your thoughts, as I know you are eager to put at least
some of this to bed soon, and Adam Schucher (here at Baker Botts) has
prepared first drafts that require only my review and revisions prior to
sending them to you.  It just looks now like there may be more revisions
than we originally anticipated.

Sorry for the news.  Please advise.  I'll be out today after 11:15 but will
be in tomorrow and next week.

SD