---------------------- Forwarded by Keith Miceli/Corp/Enron on 06/05/2000 
12:43 PM ---------------------------


Keith Miceli
06/05/2000 09:52 AM
To: Diomedes Christodoulou/SA/Enron@Enron, J Mark Metts/NA/Enron@Enron@ECT, 
Mark Palmer/Corp/Enron@ENRON
cc:  

Subject: Communication Plan Preparatons

Gentlemen:  The California Project is now moving from phase I into phases II 
with respect to commuication/PR activities:

Phase I--No major leak/"no comment policy".  The only communications 
responses (ESA Employee Memo, Employee Q&As for Elektro and Cuiaba, and 
Q&Asfor vaious stakeholders) required to date were prompted by the TV (Bom 
Dia) news story and Gazeta Mercantil article.  

Phase II--Major leak requiring disclosure.  While prospective buyers have 
signed CAs, there's always the possibility that news of the Project and/or 
elements from the IM could be leaked--either inadvertently or by design.  
While this scenario is unlikely, we need to be prepared to respond before 
there is an actual sale of assets.  A draft press release has been prepared 
for Ken Lay, confirming that Enron is considering the sale of its assets in 
South America.  There is also a set of generic Q&As, which is being expanded 
to include stakeholder-specific Q&As.  The ESA Employee Memo (May 8) is also 
being modified.

Phase III--With the IM out, CAs signed and data rooms open, we should begin 
to implement parts of the Communication Rollout Plan to demonstrate the 
strength/success of the business strategy, limit speculation and provide 
greater sense of certainty to important stakeholders.  The activities that we 
can undertake now, include:

? Contact lists--Develop comprehensive contact lists of all 
audiences/stakeholders.  Include names, addresses, phone, fax,, and email.  
Put into Excel format.  Identify who internally "owns" each list.  

? Speaking platforms--Develop list of speaking opportunities to introduce 
Enron's business model and announce our regional strategy.  

? Audience communications map*Develop a matrix that details the specific 
communications strategy for key stakeholder audiences.  It should cover: 
? *Timing: when should this audience be communicated with, e.g., before 
public announcement, simultaneous with public, etc.
? *Form: what form should the communication take, e.g., written, 
face-to-face, e-mail, conference call, employee meetings, etc. 
? *Content: what is the message to be delivered
? *Responsibility:who,s responsible for creating communication; who within 
company will deliver communication 

? Communications training/message delivery preparation -- Key company 
spokespeople need to be prepared to delivery the strategic messages regarding 
transactions, but also to deftly handle difficult questions from employees, 
analysts, customers and the media regarding the company's ultimate plans for 
the region.  It will be essential that all spokespeople are delivering the 
same message and are well prepared for difficult situations. 

? Fact sheets on individual assets ) The information can be pulled from the 
IM.  Developing fact sheets on each asset will enable them to be packaged in 
any combination-- depending on the ultimate transaction. 

? Vision piece*The existing white paper on company strategy would be revised 
to  explain the rationale behind the strategy, future expectations for the 
region, and intentions regarding employees and customers.

? Press kit shell:
*Press release ) can be drafted with blanks for key details 
*Fact sheet on deal (template) ) assets involved; background on buyer/seller; 
costs and sales terms; employees; customer base; revenue
*Asset fact sheets (see above)
*Vision (see above)
*Information buyer
*Information on Enron/ESA

? Q&A ) There are certain questions that will need to be answered regardless 
of the situation; a master set of Q&A can be developed and then be broken up 
and used as needed depending upon situation and audience. 

Employee Issues
What happens to employees?
Will employees lose their jobs?  If so, how many?
What if I don,t want to work under the new owner?
What role will Jim and Diomedes play following sale?

Customer & Business Partner Issues
How will customers be affected by transaction?
How will ESA business partners be affected?
Do business partners have any say in whether transaction should go forward?

Approval Process
Who has to approve the sale?
What is the regulatory/approval process?  How long will this take?

Enron and ESA Strategy
What happens to ESA?
What business will you be in, in South America?
Will Enron repeat this process in other parts of the world?
What happens if not all of ESA assets are sold?

Financial Implications
What is the total anticipated price for all of the assets?
How much of company,s holdings does this represent?
What is the impact on shareholders?
How will the money be reinvested?

I would appreciate feedback on the proposed workplan, so I can make the 
appropriate changes and begin completing the above tasks.  Diomedes, I know 
that you and Mark are super busy, but I,m available to meet with you at your 
convenience.  It would also be extremely valuable for me to reinitiate the TA 
support from Sue Garman.  I,ve kept her posted on developments, so she,s 
prepared to &hit the ground running.8   Lastly, Mark, with so many of the 
rollout activities involving HQ, I would like a chance to discuss how to 
organize a team effort to accomplish the many and varied activities.  

Regards, Keith