Guys, lets set up a meeting between the three of us on Monday ASAP to 
discuss.  I have a few ideas and I probably need to go have dinner with Lew 
to get him comfortable.  This may be setting up to be a larger asset 
management transaction.  Don can you try and find a time next week with Lew 
for me to have dinner - get Beverly to schedule the plane to get me in and 
out that day.  If not next week then early the following.  I think it will 
take a one on one with Lew to get this one centered.

At our meeting, I would also like a status update on the other iniatives eg) 
Ameren, DPL, Cinergy, etc.

The accounting issues on the generation projects need to be addressed as well.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 07/20/2000 
12:17 PM ---------------------------


Don Miller
07/20/2000 11:01 AM
To: David W Delainey/HOU/ECT@ECT
cc: Jeff Donahue/HOU/ECT@ECT 
Subject: FPL Update

Dave,

As I mentioned in my voicemail last night, I spoke with Randy and Aldo.  The 
tone was positive, and they said Goldman was very bullish on the whole 
story.  All these guys acknowledge that without our Trading stamp on NewCo, 
NewCo will not be a world class Genco.  With that said, it is apparent that 
Lew is telling these guys to go back and get more EXACT detail on what 
exactly Enron is willing to do in terms of people (both Trading and Risk 
Management). I would have to believe that a conversation between you and Lew 
would go a long way in making him comfortable that we are truly committed to 
NewCo, particularly with $400-$500 million of equity tied up in this entity.  
Apparently we have to arm Lew with everything that he needs to go to 
Broadhead to argue why NewCo makes sense and why they need Enron in this 
entity.  I have tried to convince these guys that while Trading is people, it 
is also philosophy, style and approach.  Given that we have said that we 
would nominate the Head Trader, I have tried to convey that we might be 
looking to utilize a lot of FPLE T&M people, but immerse them in our 
philosophy.  They are not comfortable with this, and have informed me that 
coming back with the answer that we will only put one Enron person in Trading 
is probably not the right answer.  Given the dynamic nature of Enron and 
Trading in general,  making a huge commitment of people I would imagine will 
be tough.

We talked through many other aspects including whether they think that they 
can do an IPO without us; the fact that having our involvement clearly 
increases the value of NewCo (raises an interesting question about how we get 
adequately compensated for this);  tight labor market in general and the fact 
that we don't have unlimited human resources here at Enron; and that in the 
early years, NewCo has very little merchant generation, and that all of it is 
FPLE 's (implies fewer people needed, and that we should be able to utilize 
FPLE Traders).  We also discussed the rumor about FPL's interest in Aquilla.

Sorry to bog down your vacation with this.  If you want to talk today, I will 
be around.

Thanks,

Don 
713-853-0492 (ph)
713-412-8967 (cell)