Jim, Diomedes, this looks good. Thanks, Joe




James M Bannantine
02/09/2000 09:37 AM
Sent by: Marcia Manarin
To: Kenneth Lay@ENRON, Jeff Skilling@ENRON, Joseph W 
Sutton/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Cliff Baxter@ECT, Sanjay 
Bhatnagar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick Buy@ECT, Diomedes 
Christodoulou/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, James V Derrick@ENRON, 
Andrew S Fastow@ECT, Peggy Fowler@ENRON, Mark Frevert@ECT, Kevin P 
Hannon@ECT, Ken Harrison@ENRON, David 
Haug/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joe Hirko@ENRON COMMUNICATIONS, 
Stanley Horton@ENRON, Kurt S Huneke/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, 
Larry L Izzo/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Steven J Kean@EES, Mark 
Koenig@ENRON, Rebecca P Mark@AZURIX, Mike McConnell/HOU/ECT@ECT, Rebecca 
McDonald/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeffrey McMahon@ECT, Lou L 
Pai@EES, Mark Papasergia@ENRON, John Sherriff@ECT, Greg Whalley@ECT, Tom 
White@Enron Communications, krice@ect.enron.com, Cindy Olson@ENRON, Kelly 
Kimberly/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bob Hall@Enron
cc:  
Subject: ESA ORGANIZATIONAL ANNOUNCEMENT

Interoffice Memorandum 

To:	All ESA Employees		
			
From:	James Bannantine
	Diomedes Christodoulou		
			
			
Subject:	ESA ORGANIZATIONAL ANNOUNCEMENT	    Date:  January 24, 2000	


1999 was a great year for Enron South America.  In addition to consolidating 
our unique position in the region and despite the economic upheaval from the 
currency devaluation in Brazil, we were able to generate significant net 
income and position ESA as an important business unit for Enron. Moreover, 
1999 was a great year for Enron as a whole. The success of the strategy to 
rely increasingly on intellectual capital is reflected in the recent rise in 
our stock price.


To keep the momentum going in our region we must now steer the business 
toward the creation of a regional merchant platform.  To facilitate this goal 
we have decided to reorganize  by customer type.  Below are the highlights of 
the new structure, which will consist of five major P/L centers:


The Wholesale Merchant Unit will be responsible for gas and power marketing 
and supply at the wholesale level. This team will also handle asset 
development projects, financial products and all other deals involving 
wholesale suppliers and customers.  Brett Wiggs will lead the Wholesale 
Merchant Unit.


The Direct Sales Unit will focus on developing the industrial market.  A key 
objective will be to expand our role from that of an energy supplier at the 
user gate to a broader role inside the fence and become a total energy 
manager for the industrial customer through outsourcing with Enron.  Don 
Black will lead the Direct Sales effort. 

Our asset platform will be reorganized into three major units to include:  
(a) Generation and  Pipeline Assets,  to be led by Peter Weidler; (b) Gas 
Distribution Assets, which will continue to manage all our gas distribution 
companies, to be led by Rick Waddell, and  (c) Electricity Distribution 
Assets (Elektro), which will continue to be operated under the leadership of 
Orlando Gonzalez.  All our assets will be organized internally to reflect our 
merchant strategy. 


In addition, we will continue to have the existing support functions with 
some minor modifications.


The M&A function will be expanded to include capital management of our assets 
and will become part of the Regional Finance Unit headed by Joe Kishkill. The 
Regional Finance Unit will also include funding, accounting, treasury, 
information systems and communications.


The Risk Management function will also be expanded and will include 
structuring, modeling and pricing.   This function will support the 
activities of all the P/L centers.  We are currently actively recruiting 
internally for this position. 


Legal, Regulatory and Government Affairs, and Human Resources/Administration 
will continue to be under the leadership of Randy Young, Jos, Bestard and 
Miguel Padron respectively.  We are also actively recruiting for the head of 
Public Relations for the region.


The Executive Committee of ESA will be represented by all the above mentioned 
individuals.  A copy of the organizational chart reflecting these changes is 
included.  Further communications will be sent to all ESA employees as we 
complete the organizational process.