Re: D&O Information

Here is the indemnity information in the ENA articles of incorporation. Once
you open it, there is a place on the bottom of your screen to go to page 32,
which contains the indemnity.

Let me know if you have any questions.

Michelle
---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/26/2000 01:25
PM ---------------------------

Cynthia Mangels@ENRON
10/26/2000 01:19 PM
To: Kate Cole/Corp/Enron@ENRON
cc: Michelle Cash/HOU/ECT@ECT
Subject: Re: D&O Information

Michelle,
I have attached the electronic file of ENA which contains the Article (go
to page 32) Kate referenced. Thanks, Cynthia

Kate Cole
10/25/2000 02:57 PM

To: Cynthia Mangels/Corp/Enron@ENRON
cc: Michelle Cash/HOU/ECT@ECT
Subject: Re: D&O Information

Cynthia - Would you please email Michelle a copy of the Cert. of Inc. for
Enron North America Corp. thanks Kate

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com
----- Forwarded by Kate Cole/Corp/Enron on 10/25/2000 02:59 PM -----

Michelle Cash@ECT
10/25/2000 11:46 AM

To: Kate Cole/Corp/Enron@ENRON
cc:
Subject: Re: D&O Information

Kate, it is for ENA/ECT. I guess this is what I am looking for. The folks
in insurance suggested I contact you. Thanks!!! Michelle

Kate Cole@ENRON
10/25/2000 11:33 AM
To: Michelle Cash/HOU/ECT@ECT
cc:
Subject: Re: D&O Information

Michelle - Are you referring to the Art. XII (4) of the standard Articles of
Incorporation of Enron subs.? If so please specify which company is in
question and I will make available a p/copy of the certified articles as
filed with the Delaware (?) Sec. of State. I don't think I have any other
document that refers to indemnity. Regards Kate

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com

Michelle Cash@ECT
10/25/2000 11:19 AM

To: Kate Cole/Corp/Enron@ENRON
cc:
Subject: Re: D&O Information

Kate, do you have a copy of this? Thanks. Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/25/2000 11:19
AM ---------------------------

Earline Kendall
10/25/2000 11:03 AM
To: Michelle Cash/HOU/ECT@ECT
cc:
Subject: Re: D&O Information

I looked around here and could'nt find one-- Corp Indemnity. Please contact
Kate Cole in the office of the Corporate Secretary for the indemnity.

Earline

Michelle Cash
10/24/2000 03:37 PM
To: Earline Kendall/HOU/ECT@ECT
cc:
Subject: Re: D&O Information

could I get copies of the indemnity? who would have them? Thanks. Michelle

Earline Kendall
10/24/2000 03:20 PM
To: Michelle Cash/HOU/ECT@ECT
cc:
Subject: Re: D&O Information

Yes, it will cover former officers. The officer has two routes of
protection. First he has the Enron Corporate indemnity that will pay for
his defence and any judgements according to the indemnity agreement (between
him and Enron) He needs to see the indemnity agreement given him when he
became an officer. The insurance policy will reimburse Enron for the
defence and judgements made against the officer paid under the indemnity .
To recap the officer should be provided a copy of the Corporate Indemnity and
a summary page of the D&O policy.

If it were me I would be very comfortable with an Enron Indemnity in my hands
and the D&O insurance as back up. The indemnity is very broad. There
may even be things that the Corporation has agreed to pay for that the D&O
policy does not.

Since I do not know the nature of the allegations - the protection afforded
the officer is subject to the terms of the indemniy and the D&O policy.
Criminal acts are excluded

Does this help?

Earline Kendall

Michelle Cash
10/24/2000 10:17 AM
To: Earline Kendall/HOU/ECT@ECT
cc:
Subject: Re: D&O Information

Earline, does this apply to former officers for acts taken during their
employment here at Enron? Do we have a problem in giving a former officer a
copy of either your summary of the relevant provisions of the policy itself
to alleviate any concerns he may have about cooperating in litigation based
on actions that occurred during his employment?

There is high interest in getting this resolved asap.

Thank you!

Michelle

Earline Kendall
10/20/2000 02:15 PM
To: Michelle Cash/HOU/ECT@ECT
cc:
Subject: D&O Information

The D&O policy is designed to respond to claims alleging wrongful acts of the
directors and officers. "Wrongful acts:, as defined in the policy include
actual or alleged:

Breach of Duty
Neglect
Error
Misstatement
Misleading Statement
Omission

of a director or officer while acting individually or collectively in their
capacity as a director or officer or claimed against them solely by reason of
being a director or officer."

Any of the above could potentially support a claim of negligence but the
legal requirements to prove negligence, i.e., duty, breach of duty, cause,
proximate cause and damages would have to be met.

Claims against directors and officers which could relate to negligence
include:
Negligent Misrepresentation
Corporate Mismanagement
Breach of Fiduciary Duty
Waste of Corporate Assets
Negligence Per Se from violation of statute or
regulation

These are as you know general comments. Claims and coverage therefore must
be considered in light of the facts at hand as they relate to the terms and
conditions of the entire insurance policy.