Subject: Mktg. Affiliates Rule/Denver office/Project 20/20
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Tue, 11 Jul 2000 05:35:00 -0700 (PDT)

In Project 20/20, Northern Border Partners, LP (NBP),  proposes the addition 
of 20 employees now located in Denver and working for Enron North America.   
These 20 employees have developed four packages of gathering assets in the 
Powder and Wind River Basins in the state of Wyoming. In 3 out of 4 of the 
packages it is a fractional ownership situation where NBP will not control 
the gathering company.   NBP wishes to acquire these asset packages and the 
20 people who presently manage them.  The 20 individuals perform the 
following functions  (1)Finance and Structuring (2)Commercial Development and 
Asset Management (3) Engineering and Operations (4) Deal Origination.

The natural gas gathered by the subject gathering assets finds its way to 
market using the following interstate pipelines, Trailblazer, CIG, Kern 
River, and to a limited extent, Williston Basin, Kinder Morgan and MIGC.   In 
numerous situations the gas will be purchased at the wellhead by ENA and 
transported through gathering systems to be owned in whole or in part by 
NBP.    Those individuals who approve the purchase of the wellhead gas (and 
determine the pricing) are not included  in the 20 employees who would come 
to work for NBP.   ENA and NBP do contemplate future joint venture projects 
where ENA would buy and sell gas and NBP would build gathering systems. 

It is proposed that the 20 employees, located in Denver and led by an officer 
located there will be employees of a division of Northern Plains Natural Gas 
Company  (a wholly owned sub of Enron and operator of Northern Border 
Pipeline Company).  It is not intended that the 20 employees ever have duties 
with respect to the management or operation of NBPL.  It is proposed that the 
Denver officer would report to the President of Northern Plains and the 
Chairman of NBP (Currently Larry Deroin). 

THE QUESTION:  Do the FERC's standards of conduct regarding marketing 
affiliates impose restrictions on the deal as described or the individuals 
proposing to come to work at NPNG on behalf of NBP.  If so, please describe 
the restrictions and suggest improvements in the proposed structure.  ( 
Assume as a given that the 20 employees want to remain within the Enron 
family of companies.)