Interoffice
						      Memorandum
						    Confidential Communications
							 Attorney-Client Privilege


       To Andy Fastow

     ~"   Jotdan Mintz                             1~P"'~                   Enron Global Fmartce-Legal
  StMCt   LJU Proxy Disclosures (2002)                ~                     June 5,2001


What follows below Is a summaty of the key stops to be taken so as to minimize any related-patty and proxy
disclosure Enron would be required to make in 2002 wIth respect to transactions executed with LilA I and 2
(collectively, the LIM EntItles~ during 2001. Such steps are being taken hi order to be responsive to certain
commercial changes occurring at Enron. hi that regard. it is intended that such approach would (I) cause Die LIM
Entities to cease to be related persons whose transactions with Enron are reqihed to be disclosed for financial
statement footnote purposes, and (U) Iquidate your interest in the LIM Entitles in ~ fashion that mlninulzes the
exier ii to wtllch such inlerest must be descrIbed (except to note Its disposition) in the proxy ~tatement for next
years annual meeting.


As you may recal. this year Enron and LIM2 have executed two transactions-one relating to lie restructLa*,g of
Raptor and Die other wIth respect to the repurchase of the Merin CLO equity.  The steps kted below are
premised en al other pending transactions between Enron afflistes and the UM Entities beIng frozen prior to
such steps being implemented. (Raplor uS continue to be disclosed in the 10.0 mid year-end 10-K. endS is also
 c* the CLO eqt*y repurchase wE need to be. disclosed hi the second quarter 10-0 and year-end 10-K).
However, I your interest in the LIlA Entitles is elin*iated without recognlzkig value attrbAatAe to 2001
transactions, we do not anticipate that any material disclosure would be reqiked hi the 2002 proxy statement for
the annual meeting, other than noting the unwind of your interest in LIlA, assNnlng a! of the tolowbig steps are
taken:

       (1) No value, I.e. distributions, has been taken out of UM by you this year and the purchase price paid
       by Michael Kopper does riot reflect any amount attributable to 2001 transactions between Sivon and Die


       (2) The purchase of your entre interest in the LilA Entitles by Michael Kopper wU not be rinanced by you
       (or any person whose interest would be attributable to you for reporting purposes, such as laniy
       members) or Enron and

       (3) Michael wE no longer be an employee of Enron or retain any material contractual relationship with the
       Company - I orward

In this manner, any proxy disclosure in 2002 is, again. Ukely to be Emited to a notification of your termination of
your interest ii LIlA, white - with respect to th~ 10-0/10-K - earlier transactions wilt continue to be disclosed irit!
they seWe.

Al ten you have had a chance to review this summary, please contact me with any questionsicomments you may
have. We should aiso discuss coordination and implementation matters


Cc   Rick Buy           Rick Causey
     Jim Derrick        Rex Rogers                                                     FFHOO88S
     Rob Walls          Ron Astiri (Vhison & Elkins)

nes~d                Inleglily             CaauarnNiIcatA@~i


											  FR 00831

										     AB000538972


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