Subject: Cristobal Prep Meeting
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Date: Wed, 19 Jan 2000 07:11:00 -0800 (PST)

The Cristobal Prep Meeting (preceding Enron's hosting of the Alliance members 
on Friday, February 4, 2000) to review Enron's plans for participation in the 
Alliance RTO is scheduled for Tuesday, February 1 from 9:00a-11:00a in EB 
49C3.  The agenda will be as follows:

Review JV analysis based on new inputs (Alliance wires and pipes) provided by 
Alliance members (Lehman Brothers)
Address JV structural issues (see discussion below)
Review synergy presentation planned to be presented to the Alliance members 
on the 4th (see discussion below)
Confirm steps and outcomes for the meeting on the 4th

Please call me if you have any questions or comments.  Thank you, Ron.

JV Structural Issues -- 

Description:  ENE to outline/summarize details re: all structural issues and 
send to Alliance Partners prior to the 2/4 meeting in Houston.

Responsible Parties:  Mike Moran, Steve Van Hooser, and LeBouef (Steve will 
be extending an invitation to LeBouef for the 1st)

Issues are as Follows )

o Structure (refers to Joint Venture Diagram)
? Does our structure address the criticisms outlined in FERC,s Order
? What is the appropriate corporate entity form ) Limited Partnership or 
Limited Liability Corporation
? Structure Keys are a balance of --
_ Independence
_ Value
_ Control
? Is stock contribution advantageous and does it present issues for both GPG 
and Alliance entities
o Approval Rights (Reference both the Alliance Order and the summary prepared 
by LeBouef)
? FERC,s conditional order took exception to the Rights outlined in the 
Alliance Proposal (it should be noted that some of these rights are different 
then those proposed by Enron ) see LeBouef table outlining the two proposals 
on p. 25.)
? Provide cites from approved structures
o By-Laws
o Directors/Managing Partners
? Focus on election of Directors with goal of maintaining independence
o Officers (a business issue)
o Stakeholder Groups
o Native Load
o Market Power

Value Proposition/Synergies --

Purpose: Identify synergies (value) in both cost savings, revenue enhancement 
and financial engineering at NewCo/TransCo.

Timing and Responsible Parties:
           Synergy Categories
Value Definitions	Pipes to Pipes	Pipes to Wires	Wires to Wires
Cost Savings	ENRON/PWC (2/4)	ENRON/PWC (2/4)	ALLIANCE/AA (1/28)
Revenue Enhancements
o Product/Tariff Offerings
o Expansion	ENRON/PWC (2/4)	ENRON/PWC (2/4)	ALLIANCE/AA (1/28)
Financial Engineering (i.e., re-capitalization)	ENRON/PWC (2/4)	ENRON/PWC (2/4)	ALLIANCE/AA (1/28)