Question:  First of all, Ben is not on the Incumbency Certificate (we have 
Duran, Presto and Tricoli) so can Ben sign the Escrow Agreement?

Second:  If it is okay for Ben to sign this document, would you like me to 
change his title from Director to Attorney-In-Fact?

 -----Original Message-----
From:  "Reuter, Marisa" <MReuter@KSLAW.com>@ENRON 
[mailto:IMCEANOTES-+22Reuter+2C+20Marisa+22+20+3CMReuter+40KSLAW+2Ecom+3E+40EN
RON@ENRON.com] 
Sent: Wednesday, May 30, 2001 4:20 PM
To: Mann, Kay
Cc: Carnahan, Kathleen; Booth, Chris; Keffer, John
Subject: FW: ESCROW AGREEMENT

Kay:

In order to expedite the formation of the escrow account, I am attaching the
signature page to the Escrow Agreement, and ask that you obtain three
executed originals.  Once you have obtained the required signature, please
forward the 3 signature pages to Tremaine Wright at Paul Hastings along with
the executed incumbency certificate, which Kathleen has.  Since we have not
seen the final draft of Escrow Agreement, be sure to tell Tremaine to hold
the signature pages in escrow pending further written instruction from you.
Tremaine will deliver the Escrow Agreement, incumbency certificates, fee
letter, and Form W-9 to Citibank as soon as all the documents are in order.
Tremaine's contact information is listed below:

Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, NY 10022-4697

Don't hesitate to contact me if you have any questions.

Regards,

Marisa

-----Original Message-----
From: Wright, Tremaine S. [mailto:TremaineWright@paulhastings.com]
Sent: Wednesday, May 30, 2001 3:53 PM
To: 'Reuter, Marisa'
Subject: ESCROW AGREEMENT



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