McConville-ATTORNEY CLIENT PRIVILEGED INFORMATION

----- Forwarded by Richard B Sanders/HOU/ECT on 01/08/2001 07:44 AM -----

Bonnie White@ENRON
01/05/2001 01:02 PM

To: Richard B Sanders/HOU/ECT@ECT
cc:
Subject: McConville-ATTORNEY CLIENT PRIVILEGED INFORMATION

The language that Gary Grote proposed for the indemnification provision of
the consulting agreement is:

5. Indemnification. Company represents and warrants (i) that it is a
successor corporation to Enron Milford, Inc., (ii) that the Certificate of
Incorporation (the "Certificate") of Enron Milford, Inc. on file in the
Division of Corporation Files of the Secretary of State, State of Delaware,
applies to Company, and (iii) that the Certificate previously supplied to
Consultant is a true, complete and correct copy of the Certificate. Company
hereby agrees to reasonably cooperate with Consultant if Consultant makes a
claim under any of the provisions of the Certificate.

Gary has also indicated to me that alternatively he would agree to accept
this language:

5. Indemnification. Company represents and warrants (i) that it is a
successor corporation to Enron Milford, Inc., (ii) that Company will abide by
the terms of the Certificate of Incorporation (the"Certificate") of Enron
Milford, Inc. on file in the Division of Corporation Files of the Secretary
of State, State of Delaware, and (iii) that the Certificate previously
supplied to Consultant is a true, complete and correct copy of the
Certificate.

Cliff, Ileana and I all prefer the second alternative. Let me know when you
have had the chance to talk with Mark re this. Thanks.