Here is the indemnity information in the ENA articles of incorporation.  Once 
you open it, there is a place on the bottom of your screen to go to page 32, 
which contains the indemnity.  

Let me know if you have any questions.

Michelle
---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/26/2000 01:25 
PM ---------------------------


Cynthia Mangels@ENRON
10/26/2000 01:19 PM
To: Kate Cole/Corp/Enron@ENRON
cc: Michelle Cash/HOU/ECT@ECT 
Subject: Re: D&O Information  

Michelle,
    I have attached the electronic file of ENA which contains the Article (go 
to page 32) Kate referenced.     Thanks,          Cynthia






	Kate Cole
	10/25/2000 02:57 PM
		 
		 To: Cynthia Mangels/Corp/Enron@ENRON
		 cc: Michelle Cash/HOU/ECT@ECT
		 Subject: Re: D&O Information

Cynthia - Would you please email Michelle a copy of the Cert. of Inc. for 
Enron North America Corp.  thanks Kate

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com
----- Forwarded by Kate Cole/Corp/Enron on 10/25/2000 02:59 PM -----

	Michelle Cash@ECT
	10/25/2000 11:46 AM
		
		 To: Kate Cole/Corp/Enron@ENRON
		 cc: 
		 Subject: Re: D&O Information

Kate, it is for ENA/ECT.  I guess this is what I am looking for.  The folks 
in insurance suggested I contact you.  Thanks!!!  Michelle




Kate Cole@ENRON
10/25/2000 11:33 AM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: Re: D&O Information  

Michelle - Are you referring to the Art. XII (4) of the standard Articles of 
Incorporation of Enron subs.?  If so please specify which company is in 
question and I will make available a p/copy of the certified articles as 
filed with the Delaware (?) Sec. of State.  I don't think I have any other 
document  that refers to indemnity.  Regards Kate

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com



	Michelle Cash@ECT
	10/25/2000 11:19 AM
		 
		 To: Kate Cole/Corp/Enron@ENRON
		 cc: 
		 Subject: Re: D&O Information

Kate, do you have a copy of this?  Thanks.  Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/25/2000 11:19 
AM ---------------------------


Earline Kendall
10/25/2000 11:03 AM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: Re: D&O Information  

I looked around here and could'nt find one-- Corp Indemnity.  Please contact 
Kate Cole in the office of the Corporate Secretary for the indemnity.  

Earline



Michelle Cash
10/24/2000 03:37 PM
To: Earline Kendall/HOU/ECT@ECT
cc:  
Subject: Re: D&O Information  

could I get copies of the indemnity?  who would have them?  Thanks.  Michelle




Earline Kendall
10/24/2000 03:20 PM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: Re: D&O Information  

Yes,  it will cover former officers.  The officer has two routes of 
protection.   First he has the Enron Corporate indemnity that will pay for 
his defence and any judgements according to the indemnity agreement (between 
him and Enron) He needs to see the indemnity agreement given him when he 
became an officer.   The insurance policy will reimburse Enron for the 
defence and judgements made against the officer paid under the indemnity  .  
To recap the officer should be provided a copy of the Corporate Indemnity and 
a summary page of the D&O policy.  

If it were me I would be very comfortable with an Enron Indemnity in my hands 
and the D&O insurance  as back up.     The indemnity is very broad.  There 
may even be things that the Corporation has agreed to pay for that the D&O 
policy does not.  

Since I do not know the nature of the allegations - the protection afforded 
the officer is subject to the terms of the indemniy and the D&O policy.  
Criminal acts are excluded

Does this help?

Earline Kendall



Michelle Cash
10/24/2000 10:17 AM
To: Earline Kendall/HOU/ECT@ECT
cc:  
Subject: Re: D&O Information  


	

Earline, does this apply to former officers for acts taken during their 
employment here at Enron?  Do we have a problem in giving a former officer a 
copy of either your summary of the relevant provisions of the policy itself 
to alleviate any concerns he may have about cooperating in litigation based 
on actions that occurred during his employment?  

There is high interest in getting this resolved asap.

Thank you!

Michelle




Earline Kendall
10/20/2000 02:15 PM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: D&O Information



The D&O policy is designed to respond to claims alleging wrongful acts of the 
directors and officers.  "Wrongful acts:, as defined in the policy include 
actual or alleged:

 Breach of Duty
 Neglect
 Error
 Misstatement
 Misleading Statement
 Omission

of a director or officer while acting individually or collectively in their 
capacity as a director or officer or claimed against them solely by reason of 
being a director or officer."

Any of the above could potentially support a claim of negligence but the 
legal requirements to prove negligence, i.e., duty, breach of duty, cause, 
proximate cause and damages would have to be met.  

Claims against directors and officers which could relate to negligence 
include:
 Negligent Misrepresentation
 Corporate Mismanagement
 Breach of Fiduciary Duty
 Waste of Corporate Assets
 Negligence Per Se from violation of statute or
  regulation

These are as you know general comments.  Claims and coverage therefore must 
be considered in light of the facts at hand as they relate to the terms and 
conditions of the entire insurance policy.