Do you want John Goodpasture involved in this meeting?

---------------------- Forwarded by Rod Hayslett/FGT/Enron on 02/17/2000 
07:40 AM ---------------------------


Ron Tapscott@ECT
02/17/2000 07:37 AM
To: Cvwaits@cmsenergy.com, jcbaker@aep.com, Sfszwed@firstenergycorp.com, 
glenn_ross@vapower.com, welchj@dteenergy.com
cc: Randal T Maffett/HOU/ECT@ECT, Rod Hayslett/FGT/Enron@ENRON, Dwight 
Larson/Corp/Enron@ENRON, Steve Van Hooser/HOU/ECT@ECT 

Subject: Next Meeting and Other

Gentlemen,

I have attached a file (titled -- Chart 021500.doc) that outlines some of the 
issues related to organizational structure, governance, etc. of the joint 
venture.  I would like to discuss some of the points as it relates to the 
"Alliance" compliance filing planned for the end of this week.  I want to 
make sure that  we are all working under the same assumptions as it applies 
to the JV.  Could you please call me so we could discuss before the formal 
filing.  In addition, I would like to suggest a short discussion on the 
procedure you plan on following during the rehearing and compliance filing 
steps.  

Furthermore, I want to confirm the agenda items for the next meeting (see 
below).

Agenda for the 29th is as follows (and in order of appearance):
Enron presents synergy, growth and financial opportunities (including impact 
on earnings and market value)
pipes to pipes
pipes to wires
Alliance presents synergy, growth and financial opportunities (including 
impact on earnings and market value)
wires to wires
Outline Joint Venture Structural Form.  We would like to discuss in detail 
and will provide a handout at the meeting.  The discussion will include:
type and timing of contribution (stock or asset)
governance
type of ownership (passive and active)
Valuation (this will require participation from Financial or Corporate 
Development areas of your respective organizations)
Agree on Process
Agree on Method
Timing

Participants from Enron will be --

Stan Horton (Chairman & CEO of GPG)
Mark Metts (Exec. VP Enron Corp. -- Corporate Development)
Rod Hayslett (Sr. VP of GPG)
Randy Maffett (VP -- ENA)
Dwight Larson (VP -- Corporate Development)
Ron Tapscott (Director -- ENA)

We will want to know who will participate on each entities behalf as well.  
Last, when can we expect the top financials for the Alliance?  You had 
indicated this would be forthcoming on or before Feb. 21.

Thanks, Ron.