Re: Pacbell Contract

Andy Wu from the EES side is the most familiar with this contract and the
negotiations surrounding it. Very soon we could be asking John Lavoratto to
make a call that would be partially based on the legal strength of our
ability to blow up this deal instead of re-negotiating it for a loss. Jay
and I are trying to give you a heads up before John calls you for advice.

James W Lewis
06/07/2001 08:40 AM
To: Richard B Sanders/HOU/ECT@ECT
cc: Don Black/HOU/EES@EES
Subject: Pacbell Contract

Richard,

Don Black would like to get your opinion on Enron's right to cancel the
Pacbell contract under section 41. (What odds would you give Enron of winning
in court?) The current view on the EES side is that other sections of the
contract provide Pac bell with a cap, which trumps section 41. If you have
any questions, please give me a call.

Thanks
Jay

3-9530