Subject: FW: Confidential Attorney Client Work Product
From: [email-masked]
To: [email-masked]
Date: Wed, 19 Dec 2001 17:48:17 -0800 (PST)

I hope you have seen this.  Obviously since you are a director you have a keen interest in this.

 -----Original Message-----
From: 	Leite, Francisco Pinto  
Sent:	Tuesday, December 18, 2001 6:23 PM
To:	Lagrasta, Fred; Miller, Don (Asset Mktg)
Cc:	Mellencamp, Lisa
Subject:	Confidential Attorney Client Work Product

With respect to the segregation of funds in Mexico to pay for potential labor liabilities as requested by John Lavorato, below is my proposed plan.

1 - We obtain a legal opinion from Mexican counsel explaining the legal obligation of any Mexican company to pay for labor liabilities and summarizing the possible liabilities for directors in case such liabilities are not paid for.

2-  The shareholders of Enron Servicios pass a resolution memorializing the desire to comply with Mexican law and resolving to open a segregated bank account to pay for any and all possible labor liabilities.  This bank account can only be accessed by any two directors of Enron Servicios signing jointly (this is my suggestion and can obviously be different).

3 - Our lawyers in Mexico will open the account and funds will be transferred forthwith.

4 - The resolution and the bank account will not be public record and no employee should know about these funds (we need to see how we can send funds to this bank account  without any Mexico employee's signature)

Purpose:  (i) Document our legal obligations in accordance with mexican law and the reason why the shareholders of the company wish to segregate funds and (ii) make sure nobody besides the directors can access these funds.  If the segregation of funds is ever challenged by ENE or ENA's creditors, we will have the legal background and justification for the segregation.

If this is okay with you, I will have the various resolutions and proxies ready for signature tomorrow and the account could probably be open and funded by Thursday.  

Please let me know if you have any questions or comments.   Thanks

Note:  Lisa, I will fill you in tomorrow

Francisco Pinto-Leite
Enron Americas
1400 Smith Street, EB 3888 
Houston, TX 77002-7361

Tel: 713-345-7942
Fax:713-646-3490
[email-masked]