RE: Participants Committee Counsel

Howard-- I strongly disagree with your conclusions about the retention of the
Greenberg firm on the commandeering litigation. When we originally hired
Greenberg, we heard from their litigation and bankruptcy counsel for 30
minutes--5 minutes on their inverse condemnation experience.. Some in the
group thought that they were the right choice over, for example, Andrews &
Kurth, because the issues in the the Px bankruptcy would be more focused at
the courthouse than at FERC. I clearly think we made the right call in this
regard. However at the time we made the choice, I made the comment, which I
am sure all of you remember, that if we were going to choose litigation
counsel we should go out and hire the absolute best counsel for the job. If
that happened to be Greenberg firm---great---but they would have to interview
like the rest. The fact that they have done research doesn't mean they get
the job. That research is transferable.This is a billion dollar issue for the
group. Enron does not hire attys for cases of that magnitude unless we are
absolutely sure they are the best there is. I have talked to the attys for
both Mirant and Reliant and they agree with my position. I think we need to
talk about this at length.

"Howard J. Weg" <hweg@pgwlaw.com<
04/26/2001 09:47 PM

To: "'Brian Holman'" <BHolman@LA.WHITECASE.COM<, <pgurfein@akingump.com<,
<jcrossen@apx.com<, <rberry@apx.com<, <rich.stevens@avistacorp.com<,
<david.burns@bakerbotts.com<, <doug.anderson@calenergy.com<, <dag@dgdk.com<,
<rkd@dgdk.com<, <richard.b.sanders@enron.com<, <adefelice@ggfcmk.com<,
<cstremmel@ggfcmk.com<, <ghanken@ggfcmk.com<, <jkrieger@ggfcmk.com<,
<kjohan@ladwp.com<, <ceklund@llgm.com<, <dwhitley@llgm.com<,
<jrnelson@llgm.com<, <mlubic@mdbe.com<, <zack.starbird@mirant.com<,
<pmar@mofo.com<, <david.facey@powerex.com<, <teresa.conway@powerex.com<,
<rbeitler@sempratrading.com<, <awells@stroock.com<, <ayudkowsky@stroock.com<,
<pjazayeri@stroock.com<
cc: <mcohen@ggfcmk.com<
Subject: RE: Participants Committee Counsel

Brian:

With respect to your first point, I will instruct Greenberg Glusker to
modify the footnote regarding McCutcheon Doyle to indicate that the
Committee "will consider supporting" an application under section 503(b).
While the Committee has not yet considered the question, as you point out,
nevertheless we anticipate that McCutcheon Doyle's assistance will be very
helpful in the prosecution of the commandeering litigation. If that proves
to be true, as I suspect it will, the Committee should not hesitate to
support a section 503(b) application on McCutheon Doyle's behalf at the
appropriate time.

With respect to your second point, one of the primary reasons discussed for
the Committee's decision to hire the Greenberg Glusker firm was the strength
of its litigation group, its experience with "inverse condemnation cases"
and the need to move quickly to control the commandeering litigation. The
Committee did discuss its concerns regarding the attorneys retained by the
Debtor to handle the commandeering litigation but I do not recall any
reservations or qualifications concerning Greenberg Glusker's prosecution of
the commandeering matter. During our Committee meetings, Greenberg Glusker
has already reported to the Committee the substantial time and effort it is
devoting to the commandeering matter, along with the McCutcheon firm. Of
course, it goes without saying in any employment application that the
Committee always reserves its right to change counsel or hire special
counsel when appropriate. Accordingly, I see no reason to make any changes
to the Greenberg Glusker employment application to address this point.

Please let me know right away if you disagree. By copy of this email to the
other Committee members, I ask that they also let me know right away if they
disagree.

Thanks for responding quickly.

-----Original Message-----
From: Brian Holman [mailto:BHolman@LA.WHITECASE.COM]
Sent: Thursday, April 26, 2001 5:42 PM
To: pgurfein@akingump.com; jcrossen@apx.com; rberry@apx.com;
rich.stevens@avistacorp.com; david.burns@bakerbotts.com;
doug.anderson@calenergy.com; dag@dgdk.com; rkd@dgdk.com;
richard.b.sanders@enron.com; adefelice@ggfcmk.com; cstremmel@ggfcmk.com;
ghanken@ggfcmk.com; jkrieger@ggfcmk.com; kjohan@ladwp.com;
ceklund@llgm.com; dwhitley@llgm.com; jrnelson@llgm.com; mlubic@mdbe.com;
zack.starbird@mirant.com; pmar@mofo.com; hweg@pgwlaw.com;
david.facey@powerex.com; teresa.conway@powerex.com;
rbeitler@sempratrading.com; awells@stroock.com; ayudkowsky@stroock.com;
pjazayeri@stroock.com
Cc: mcohen@ggfcmk.com
Subject: Re: Participants Committee Counsel

Howard:

I don't believe the Committee has agreed to recommend that McCutcheon Doyle
be compensated for its "commandeering" litigation support. I'm not saying
the Committee wouldn't, but we have not taken formal action.

Moreover, the Committee has yet to determine who should prosecute the
"commandeering" claims once the Committee acquires control over them. Prior
to Greenberg, Glusker's engagement, the Committee determined to reserve for
a later date whether special counsel should be retained. I believe the
Committee would like to hear from Greenberg, Glusker again a description of
the firm's qualifications in this regard as well as interview other firms
which may be qualified to take on the task.

Brian Holman

Brian L. Holman
White & Case LLP
633 West Fifth Street, Suite 1900
Los Angeles, California 90071-2007
Tel. 213.620.7781
Fax. 213.687.0758
bholman@whitecase.com

<<< "Howard J. Weg" <hweg@pgwlaw.com< 04/25/01 07:54PM <<<
Attached is a draft of the Committee's Application to employ Greenberg,
Glusker et al. Please call in or email any comments to me by Friday, April
27, 2001 at noon Pacific time. If I do not receive any comments, I plan on
signing the Application on behalf of the Committee at that time. Thanks for
your assistance.

This communication may be privileged and confidential and is intended only
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