Message-ID: <28009110.1075844969555.JavaMail.evans@thyme> Date: Thu, 26 Apr 2001 04:29:00 -0700 (PDT) From: stanley.horton@enron.com To: stephen.dyer@bakerbotts.com Subject: Re: important - something for you to ponder, and then respond please Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Stanley Horton X-To: Stephen.Dyer@bakerbotts.com X-cc: X-bcc: X-Folder: \Stanley_Horton_2\Notes Folders\Sent X-Origin: HORTON-S X-FileName: shorton.nsf Please send a list of corporate types who could act a executor. I will get back ASAP. Thank you. Stephen.Dyer@bakerbotts.com on 04/26/2001 10:54:38 AM To: Stanley.Horton@enron.com cc: david.hill@msdw.com, Adam.Schucher@bakerbotts.com Subject: important - something for you to ponder, and then respond please David Hill put us in touch with Marco Crespi, who is at Morgan Stanley Dean Witter Trust FSB in New Jersey. There is no local office of MSDW Trust, and by local I mean in the State of Texas (not just Houston). Marco assures us that MSDW Trust has authority to conduct trust business in all 50 states and is sending us evidence of same. I am not worried about their authority to do trust business here, but I am worried a bit about what I explain below. Marco has informed us that, since MSDW Trust has no local presence, they will not accept appointments to the more personal or high contact positions, such as agent (attorney-in-fact) under a Statutory Durable Power of Attorney and executor under a Last Will and Testament. Basically, all they take at this point are trustee appointments. This obviously puts a kink in your plans as outlined at our meeting in your office on April 3 with David Hill and in our follow-up e-mails. We have rough drafts of your documents in process and expected to send you some first drafts by mid-week next week, but all those drafts name MSDW Trust to the various positions you had in mind, some of which we now know are not feasible. If you want to name MSDW Trust as co-trustee on all the trusts, whether created now or under your Will, that will work fine. However, you will not very well be able to bridge the gap during any period of incapacity (under a Power of Attorney) or during any period of estate administration (under a Will) with another corporate fiduciary as co-agent or co-executor who then is expected to hand off to MSDW Trust as trustee. In other words, if you really want MSDW Trust in there for the long haul as co-trustee on all the trusts (both now and after your death), your best bet is probably to have only an individual serve as agent or executor (say your wife, for example), as those jobs are temporary, to bridge the gap until the trusts are fully funded after your estate administration is completed. If you have any reticence about naming only an individual as agent or executor (again, say your wife), you might consider having two individuals named together as co-agent and co-executor to ameliorate your concerns (say Caron with your wife?). Of course, if you want to shop around town a bit for a corporate fiduciary who could and would serve as co-agent and co-executor, we can provide a list of several banks and trust companies and introduce you to most in the city. Baker Botts has no horse in this race other than you and Debbie, of course, and we will not favor MSDW Trust or any other trust company, one over another. You favor MSDW, though, and I'd like to help you work out a plan that uses them. Please let me know your thoughts, as I know you are eager to put at least some of this to bed soon, and Adam Schucher (here at Baker Botts) has prepared first drafts that require only my review and revisions prior to sending them to you. It just looks now like there may be more revisions than we originally anticipated. Sorry for the news. Please advise. I'll be out today after 11:15 but will be in tomorrow and next week. SD