pls forward to all TW and NN legal attorneys and staff--Hou and OMa.  DF 
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 01/03/2001 
04:04 PM ---------------------------


Michael Moran
01/02/2001 02:22 PM
To: Drew Fossum/ET&S/Enron@ENRON, Dorothy McCoppin/FGT/Enron@ENRON, Louis 
Soldano/ET&S/Enron@ENRON
cc:  

Subject: Change of registered agent

FYI
---------------------- Forwarded by Michael Moran/GPGFIN/Enron on 01/02/2001 
02:22 PM ---------------------------


Kate Cole
12/20/2000 09:27 AM
To: John Ale/HOU/AZURIX@AZURIX, AL ALEXANDERSON/ENRON@enronxgate, Charles 
Cheek/Corp/Enron@ENRON, James Derrick/Corp/Enron@ENRON, Mark 
Evans/Legal/LON/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, Elizabeth 
Labanowski/EPSC/HOU/ECT@ECT, Bruce 
Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Marc Manly/HOU/EES@EES, Jordan 
Mintz/HOU/ECT@ECT, Michael Moran/ET&S/Enron@ENRON, Kristina Mordaunt/Enron 
Communications@Enron Communications, Eric Newell/EWC/Enron@ENRON, Janet 
Place/NPNG/Enron@ENRON, Daniel R Rogers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, 
Rex Rogers/Corp/Enron@Enron, Molly Sample/Houston/Eott@Eott, Frank 
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John 
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Vicki Sharp/HOU/EES@EES, 
Stephen Wallace/Corp/Enron@ENRON, Rob Walls/NA/Enron@Enron, Randy 
Young/NA/Enron@Enron, Brenda L Funk/HOU/ECT@ECT, Deb Korkmas/HOU/ECT@ECT, 
Mary Ogden/HOU/ECT@ECT, Gina Karathanos/Corp/Enron@Enron, Clement 
Abrams/Corp/Enron@ENRON, Ed B Hearn III/HOU/ECT@ECT, Melanie 
Curran/EWC/Enron@ENRON, Mary J Heinitz/HOU/ECT@ECT, Nony Flores/HOU/ECT@ECT, 
Norma Tidrow/HOU/AZURIX@AZURIX, Barbara Hankins/HOU/AZURIX@AZURIX, Robin 
Hill/Enron Communications@Enron Communications, Sue Kelly/LON/ECT@ECT, 
Michael Slade/LON/ECT@ECT, Lorna Jones/LON/ECT@ECT, David 
Bateman/Corp/Enron@Enron
cc: Robert Hermann/Corp/Enron@ENRON, Davis Maxey/Corp/Enron@ENRON, Greek 
Rice/Corp/Enron@ENRON, Cullen Duke/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John 
Swafford/HOU/ECT@ECT, David DeGabriele/Enron Communications@Enron 
Communications, Stephen H Douglas/HOU/ECT@ECT, Danny Wilson/Corp/Enron@ENRON, 
David J Williams/LON/ECT@ECT, Becky Stephens/Corp/Enron@ENRON 

Subject: Change of registered agent

GREAT NEWS!  Over the past few months we've been evaluating other service 
providers to find out if it would be in Enron,s best interests, both 
financially and from a service point of view, to change registered agents.  
We met with the Litigation Unit to ensure that service of process needs would 
be met and, hopefully, exceeded, and we talked with representatives of Enron 
tax departments re online information designed to assist the tax preparation 
procedures.  We tested all aspects of the proposed services to our 
satisfaction, and we worked assiduously with the successful candidate to 
ensure Enron-user-friendly websites. We anticipate that there will be a 
saving to Enron of approximately $126,000 per year which will be passed 
directly to your cost centers.   After much kicking of the tyres we're 
terminating our relationship with CT Corporation System in favor of National 
Registered Agents, Inc. ("NRAI").  NRAI will prepare, file, and absorb all 
costs associated with the Change of Registered Agent.  We anticipate that the 
majority of Delaware Change of Registered Agent filings will be effective by 
the end of January but be aware that some other states take several months to 
handle filings. The database will reflect the change of registered agent as 
we receive evidence of filings.  As part of the process a free status check 
will determine the good standing of all Enron entities.  We'll be happy to 
pass these good standing certificates on to the relevant tax departments.

CT Corporation will remain as agent for those historical entities that were 
voluntarily dissolved or withdrawn, and for contracts or agreements where CT 
Corporation was named as registered agent for service of process (unless 
legal counsel decides to amend the terms.)

NRAI, a New Jersey-based company, was formed 5 years ago by ex-Prentice Hall 
managers.  It is now the third largest provider of registered agent services 
in the country.   It has a very strong, modern technology platform that 
enables it to respond quickly and effectively to its clients' needs, and it 
offers a full range of nationwide Corporate, Uniform Commercial Code and 
Registered Agent services, and free, unrestricted access to its expansive 
document library containing over 6,000 savable forms, official documents and 
information charts.  

We will continue to provide document ordering services as before but for 
those of you whose staff prefer to place their own orders please ask them to 
contact me by email so that I can provide access information to the online 
NRAI website so that your department can realize the cost savings we have 
negotiated.  NRAI is offering training in how to use its website; please ask 
your staff to contact me so we can set up a combined training session.

Please let me know if you would like more information on NRAI or on any of 
the services they provide.

Happy Holidays!

Best regards
Kate

NOTE: No changes will be made to TNPC entities until approved by Marc Manly.  

Tanya Sanford - please circulate this email to your legal assistant contacts.

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com