Jerry:

Stan is in California at the KEYEX meeting today and tomorrow.    What do you 
suggest?

Cindy



From: Jerry Peters/ENRON@enronXgate on 04/12/2001 11:39 AM
To: Stanley Horton/Corp/Enron@Enron, Ben Glisan/HOU/ECT@ECT, Kelly H 
Boots/HOU/ECT@ECT, Mark Koenig/Corp/Enron@ENRON
cc: Rod Hayslett/ENRON@enronXgate, Bill Cordes/ENRON@enronXgate 

Subject: NBP Underwriting Group

Attached is a short memo on our selection rationale for the underwriting 
group for a planned (mid-May) equity offering of about $130 - $150 million 
for Northern Border Partners.  Some of these firms may be contacting you, so 
this should be helpful in fielding those calls.  With this group we are 
attempting to balance our placement into firms that have substantial NBP 
holdings (UBS Warburg, AGE) and diversify and expand holdings in other major 
systems (SSB, Banc of America, First Union).  Please note that for the firms 
not selected, i.e. Lehman, Goldman and Merrill, part of our rationale was to 
hold these systems for a potential offering later in 2001 that could be 
accomplished on a sole-managed basis for up to about $50 million.

Kelly:  As Ben requested, the underwriting fees are expected to be about 
4.25% and the breakdown by firm will be provided when we have determined the 
allocations.

Let me know ASAP if you have any questions or concerns as we will begin 
discussions with these firms tomorrow.

 -----Original Message-----
From:  Jesse, John  
Sent: Thursday, April 12, 2001 8:03 AM
To: Peters, Jerry
Subject: NBP Underwriting Group
Importance: High

The following provides the rationale supporting the recommended underwriter 
group for Northern Border Partner,s upcoming equity offering.  Please note 
that underlying the entire selection process is the fact that MLP units are a 
specialized product sold to a more limited group of investors vis-.-vis 
common stock.  Thus, sheer underwriting bulk or equity league table position 
of a given firm does not necessarily indicate the expected performance of 
such firm in an NBP offering. 

Lead Manager - Salomon Smith Barney
SSB controls an impressive retail distribution system that has a strong 
appetite of MLP offerings.  The visibility of NBP within their system has 
increased recently as their MLP analyst has raised his rating on NBP to 
"Outperform".  SSB has served as a co-manager in past NBP offerings and has 
performed well.  Furthermore, due to their comparatively small allocations in 
these deals as a co-manager, we are confident that their system has 
significant untapped demand for NBP units.

Joint Lead Manager - UBS Warburg (f/k/a PaineWebber)
UBS has served a lead manager for the last two NBP offerings that were 
conducted via the rapid placement (limited marketing) process, so they are 
very familiar with NBP and provide very good analyst coverage.  While we are 
still confident that UBS will perform well and place a large number of units, 
their allocations as lead manager in our past deals probably soaked up a 
great deal of demand for NBP units within their system.  Therefore, rather 
than placing UBS in a situation where they would have to stretch to put away 
a lead manager allocation, it was deemed prudent to slot them in the joint 
lead role.

Co-Managers
Dain Rauscher and A.G. Edwards
Both firms have a strong mid-market presence and have demonstrated their 
ability to place a significant number of NBP units in past offerings.  These 
firms have not participated in an NBP deal since 1997, so this offering 
should generate strong demand.  Also, Dain Rauscher was recently acquired by 
Royal Bank of Canada, which provides commercial bank lending to NBP and NBPL, 
so NBP will be able to leverage DR,s participation in future debt 
transactions.

Bank of America and First Union
Bank of America has been a significant provider of commercial banking 
services to NBP and NBPL over many years, while First Union recently became 
an NBP lender in the March 2001 transaction.  Both have retail distribution 
systems available which currently hold a limited number of NBP units.  Both 
have participated in past MLP offerings, with Bank of America serving as a 
joint lead for highly successful Williams MLP IPO.

Other institutions considered but not selected
Goldman Sachs & Lehman Brothers - Both firms support the MLP product 
reasonably well and have demonstrated adequate coverage of NBP.  Their 
systems are geared towards institutional sales and high net-worth clients, so 
their breadth of distribution for MLP units is more limited as compared to 
SSB or UBS.

Merrill Lynch - Historically, this firm has not supported the MLP product 
despite its natural appeal to Merrill,s average customer.  Admittedly, their 
new analyst has taken a more positive approach, but Merrill has not 
participated in any meaningful way in several of the recent MLP offerings.

MSDW - NBP receives no coverage on the investment banking side and their 
analyst has a &Hold8 rating on the units.