Subject: Employment Tax Refund Project
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Thu, 19 Jul 2001 14:47:36 -0700 (PDT)

Michelle,

As I indicated in my voice mail this morning, I am working with Janice
Priddy, Manager of Enron Corporate Payroll, on a significant employment tax
refund project.  We are in the process of quantifying potential FICA,
federal unemployment and state unemployment tax refunds related to both
internal and external acquisitions involving employees.  Essentially, if we
are able to determine that the predecessor company had beneficial
unemployment tax rates, we may be in a position to either retroactively or
prospectively take advantage of those rates.  In addition, mid-year
transactions may also result in a refund of amounts paid by Enron in excess
of certain federal and state wage bases (Enron may be entitled to take
credit for those wages paid by the acquired company prior to, but during
the same calendar year, as the transaction).

We obtained Enron Corporate Data Sheets from Kate Cole and Deborah Korkmas
was designated as a legal contact related to several external acquisitions.
We have prepared a short, one page questionnaire, which will assist us in
determining whether a significant refund opportunity exists related to
these particular acquisitions.  According to the Corporate Date Sheets,
Deborah is the legal contact for the following acquisitions:

2000 - Garden State Paper Company, LLC (FEIN: 94-3371710)
2000 - KUCC Cleburne, LLC (FEIN: not listed)
2000 - Tenaska IV Partners, Ltd. (FEIN: not listed)
2000 - Harrier Power Corporation (FEIN: not listed)

Please complete the attached questionnaire for each acquisition with as
much information as possible.  If the acquisition did not involve
employees, just complete the top portion of the questionnaire and answer
questions 1 and 2.  In reference to question 5, since it is unlikely that
you have access to such detailed payroll information, if you could provide
the states in which the predecessor had employment, we will then be in a
position to contact state agencies to gather more detailed information.

Thank you for your assistance in this process.  If you have any questions,
please call me at (713) 237-5346 or Janice at x37839.  Once the
questionnaires have been completed, please return them to me via e-mail at
[email-masked].

Sincerely,

Alexa

(See attached file: Acquisition Ques.doc)
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 - Acquisition Ques.doc