Re: Litigation Counsel

I would involve Michelle Cash or someone in Enron Corp who deals with
labor/employment issues. I am surprised this issue has not come up before.

Peter Keohane
02/27/2001 06:06 PM

To: James Derrick/Enron@EnronXGate
cc: Mark E Haedicke/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT
Subject: Litigation Counsel

Jim, we have a former employee who tried to exercise options which had
expired on the 31st day after employment termination, as the 30th day
provided for in the grant agreement was a Sunday. Paine Webber refused and
she then asked us to honour the obligation in any event or to change her
employment termination date. In consultation with Enron Corp. (Mary Joyce
and Michael Fauerbacher) the request was denied. She has now sued both Enron
Canada Corp. and Enron Corp. in the Alberta courts. The amount is not large
($US27,000) but he principle and precedent value is. I think our position is
very strong but there are some issues around the calculation of days from
termination and performance required on non-business days (which is not
provided for in the grant agreements). I have a call with Mary Joyce and
Michael Fauerbacher of Enron Corp. tomorrow and was going to involve
litigation counsel - Dalton McGrath - a partner at Blake Cassels and Graydon
who is in my estimation very effective and aggressive. Is this OK with you
and/or do we need to involve outside counsel in Houston to monitor Enron
Corp.'s interests?

Please let me know your thoughts.

Thanks and regards, Peter.