Ann, I am following up on the status of the research involving Section 6.4 of 
the SPA; specifically, what are the potential liabilities of Enron selecting 
persons for termination and providing those names to the Seller?  I would 
like to have this research asap because our time table is very short.  Do you 
have any information on that?  Thanks.  Michelle Cash





"ANN MURRAY" <AMURRAY@LLGM.COM> on 07/25/2000 05:40:33 PM
To: <michelle.cash@enron.com>, <PETER.del.vecchio@enron.com>
cc: "BENJAMIN G. CLARK" <BGCLARK@LLGM.COM> 
Subject: Fwd: GSP Benefits Required Action List


Mr. del Vecchio and Ms. Cash,

We are following up regarding the outstanding benefits issues in the GSP 
purchase.  It is very important that certain benefits matters be addressed 
and resolved before the Closing Date.

Attached is a copy of our Benefits Required Action list, which was sent to 
Dolores Lenfest, Mark Greenberg, and Mr. del Vecchio on July 21, 2000.  We 
spoke with Stuart Zisman today, who suggested we make sure that both of you 
have receive a recent copy of the list.  (Please let us know if you have any 
problems opening the WordPerfect document.  The page set-up to print should 
be 'landscape'.)

Among the outstanding issues is the amount of potential withdrawal liability 
existing in the 2 multiemployer pension plans.   These numbers should be 
requested from the multiemployer plans as soon as possible.  A concern has 
been raised as to whether requesting such information from the multiemployer 
plans will create problems with the union or plan because the union or plan 
might be given the false impression that GSP anticipates terminating these 
benefits.  We do not expect any such problems (especially if the plan is told 
that the sale is anticipated and the buyer wants to make sure of its 
potential liabilities).  A request for withdrawal liability, although not a 
daily event, is something that falls within the ordinary administration of a 
plan.   The plans should either have this amount immediately available, or be 
able to calculate this amount for you.  If you would like us to assist you 
with obtaining this information, please let us know.

We have included Dolores Lenfest as the responsible person for the majority 
of the required actions, since she had been our main contact.  If any of 
these actions have been assigned to another responsible party, please let us 
know.

Thank you.
Ann Murray

CONFIDENTIALITY NOTICE:

This e-mail, including attachments, contains information that is confidential 
and it may be
protected by the attorney/client or other privileges.  This e-mail, including 
attachments,
constitutes non-public information intended to be conveyed only to the 
designated recipient(s).  If
you are not an intended recipient, please delete this e-mail, including 
attachments, and notify me
by return mail, e-mail or at (904) 630-5336.  The unauthorized use,
dissemination, distribution or reproduction of this e-mail, including 
attachments, is prohibited and
may be unlawful.

Ann E. Murray
LeBoeuf, Lamb, Greene & MacRae
50 N. Laura St. Suite 2800
Jacksonville, FL 32202
(904) 630-5336
amurray@llgm.com
Date: Fri, 21 Jul 2000 18:20:37 -0400
From: "ANN MURRAY" <AMURRAY@LLGM.COM>
To: <dlenfes@enron.com>,<MARKGreenberg@enron.com>, 
<PETER.del.vecchio@enron.com>
Cc: "ANDREW J FAWBUSH" <AFAWBUSH@LLGM.COM>, "BENJAMIN G. CLARK" 
<BGCLARK@LLGM.COM>, "JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>, "RUTH HEARD" 
<RHEARD@LLGM.COM>
Subject: GSP Benefits Required Action List
Mime-Version: 1.0
Content-Type: multipart/mixed; boundary="=_5F071567.5E3F112D"

Attached in WordPerfect format is a required action list for benefits items.  
This list is intended to be a starting point for transferring and setting up 
new benefits plans for GSP employees.

If you have any questions or concerns, please let us know.  Also, please let 
us know if you prefer this document in Word format.

Thank you,
Ann Murray

CONFIDENTIALITY NOTICE:

This e-mail, including attachments, contains information that is confidential 
and it may be
protected by the attorney/client or other privileges.  This e-mail, including 
attachments,
constitutes non-public information intended to be conveyed only to the 
designated recipient(s).  If
you are not an intended recipient, please delete this e-mail, including 
attachments, and notify me
by return mail, e-mail or at (904) 630-5336.  The unauthorized use,
dissemination, distribution or reproduction of this e-mail, including 
attachments, is prohibited and
may be unlawful.

Ann E. Murray
LeBoeuf, Lamb, Greene & MacRae
50 N. Laura St. Suite 2800
Jacksonville, FL 32202
(904) 630-5336
amurray@llgm.com

 - 0153366.01