RE: pg&e- confidentiality agreement re creditors' committee

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Lisa, please notify Drew Fossum, Jordan Mintz, Kristina Mordaunt, Eric Newell, Rex Rogers, Vicki Sharp, and Rob Walls of the existence of this obligation. Thank you. Jim

-----Original Message-----
From: Mellencamp, Lisa
Sent: Monday, April 30, 2001 10:39 AM
To: Derrick Jr., James; Haedicke, Mark
Cc: Schuler-Legal, Lance; Taylor, Mark
Subject: pg&e- confidentiality agreement re creditors' committee membership

i wanted to summarize where we are on this:

1. the agreement is governed by california law and enforceable in the bankruptcy court. it has a jury trial waiver.
2. it obligates enron corp. and its affiliates. jim please advise if you think that i need to get further approvals for this here or if that has been discussed in the context of asking to be on the committee etc.
3. it lasts generally through the duration of the case even if we resign from the committee.
4. we are continuing to struggle some with what ethical wall we should obligate ourselves to re trading activities. we are ok with the language re trading in securities and the chinese wall procedures we have in place re those, but it is the commodity trading activities (and tangentially credit derivative activities) that need more thought. mark, i am talking with lance schuler and mark taylor and leboeuf re these and have call into ken raisler at sullivan. i keep thinking that this must have been addressed in the context of a few other cases, but leboeuf and milbank don't think so. dynegy doesn't seem to have thought much about it or the words on the pieces of paper although they now realize they have some of the same issues and we are talking to them. i am hopeful that we will have worked through specific procedures very shortly so that we can come back to you mark with whether you think work and then should be discussed and reviewed commercially.

Lisa J. Mellencamp
Enron North America Corp. - Legal
1400 Smith St.
Houston, TX 77002
Tel: (713) 853-7986
Fax: (713) 646-3393
E-mail: Lisa.Mellencamp@enron.com