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To: David B. Duncan a)ANDERSEN WO
CC: Michael C. OdomGa)ANDERSEN WO; Michael M. Lowther: Heather L. Mueck a) NDERSEN WO; Gerrard R.
Heep@ANDERSEN WO; Kimberly R. Scardino@ANDERSEN WO

  ate: 10/08/2001 07:14 AM
rrom: John R. Sult
Subject: Azurix - Goodwill
Attachments:

One additional item of consideration -

  - Since Azurix/Wessex no longer has the resources/skills (i.e.,
international capital project developers) to pursue such a growth strategy,
Enron will need to support such resource needs/capabilities.

FYI - The remaining Azurix Corp. executives (CEO. CFO and general counsel) have
communicated their plans to terminate employment following the successful
disposition of the non-Wessex assets. As such, Azurix has accrued severance
costs attributable to each of these executives pursuant to their employment
contracts.

Forwarded by John R Suit on 10/081200109:06 AM

To: David B. Duncan( ANDERSEN WO, Michael C. Odom@ANDERSEN WO, Michael M.
Lowther
cc: Heather L. Mueck@ANDERSEN WO, Gerrard R. Heep@ANDERSEN W0, Kimberly
R. Sca dino @ANDERSEN WO
Date: 10/05/200104:27 PM
°-gym: John R. Suit, Houston, 237 / 2320
ct:Azurix - Goodwill

Dave/Mike/Mike -

  ..During. our-conferencecall,..L.proposcd.that_wcx
receivc..from-EnronlAzurix.
  certain evidence related to the issue at hand. In the interest of effective
communication, I have included that list below:

  - Detailed valuation analysis (discounted cash flow analysis, market
multiple analysis, comparable transaction analysis, etc.).
  - Reconciliation of valuation to valuation analysis prepared for going
private transaction.
  - Review of detailed valuation analysis by AA Valuation Services Group.
- Report of independent valuation expert.
  - Enron representation regarding its commitment to Azurix to provide
financial/credit support to achieve capital needs contemplated by growth
strategy as incorporated in the detailed valuation analysis.
  - Discussion of Enron's financiaUcredit commitment in Azurix's
financial statements, MD&A, etc.

Comments? Any disagreements? Anything I missed?

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*AA006619.1

EXH019-00966

GOVERNMENT
EXHIBIT
  833
  Crim. No. H-04-25 (S-2)