Western Resources/Waiver of Conflicts

I do not know anything about a Waiver of Conflicts for this specific
Counterpart (from Lotus Notes- it appears that Sara worked on the file) but I
have cleared conflicts when working with Kevin Leitao and others in the past.
I used to run potential conflicts past Mark T. but this procedure seems to
have changed, at least with respect to Houston based firms.

Last week I had 2 instances where a Bracewell atty was asked to represent our
CP in connection with negotiating a swap agreement. One Bracewell atty was
from the NY office; the other from their Chicago office. After speaking to
Mark T. who spoke to Mark H., the proper thing to do is to ask Jim Derrick to
clear the conflict, especially when the law firm is Houston based.

Jim D. cleared the conflict in both cases subject to the following
conditions:

1. The waiver should be narrowly drawn for this specific matter ONLY.
2. The Atty/Firm will not act for CP in any proceedings adverse to Enron.
3. The Atty/Firm will not act in any litigation on behalf of CP against Enron.

With regard to a Waiver letter, Jim D. said that if the transaction/agreement
concerns ENA - then Mark H. should sign it. If it concerns Enron Corp., Jim
D., Rob Walls or Rex Rogers could sign it.

Hope this is helpful,

Shari