By telefax of November 21, Uriel Dutton of F&J provided a proposed waiver letter agreement for our review.  I will have copies of that proposed agreement circulated by hand-delivery and fax to all those on this list and to Mariner's GC.  At present,  I am not sending this e-mail to Mariner's GC. If there is someone else I need to send this e-mail to, please let me know.  

	Chuck and I have reviewed the letter, believe it to be overly broad, and hope that F&J is willing to negotiate further, along the following lines:

	1.  On page 1, third full paragraph, second line, we suggest inserting "Enron Corp. and " between "representation of" and "Enron's affiliates".

	2.  On page 4, paragraph (4), we are concerned about the third sentence, which reads as follows:  "Enron Corp. agrees that it will cause each existing or future affiliate of Enron Corp. to comply with the agreements of the Enron Entities herein set forth."  We think, although we do not know for sure, that F&J's concern is that F&J may become adverse in the future to some existing Enron entity that F&J does not currently represent,  or that does not currently exist, and that either of these two entities may seek to assert disqualification based on F&J's current representation of Enron entities.  If this is the reason for the sentence, we don't see how an existing Enron entity or future Enron entity could assert a conflict that has been waived by the Enron entity that is actually being represented.

	      We also have a concern about asking Enron Corp. to cause all of its "affiliates", as defined in the letter agreement, to comply with it.  Enron Corp. may not have the power to require all its "affiliates" to comply.  Our suggestion would be that this letter agreement be signed on behalf of all the actual Enron entities currently represented by F&J, including Mariner.

	 3.  On page 4, 17 lines from the top, we find objectionable the language that begins, "Without limiting the foregoing..."  It seems to us that here, F&J wants all the Enron companies to be considered separately for disqualification purposes, and perhaps to be able to sue one Enron entity even though F&J is representing another Enron entity in a substantially related matter.

	3. On pages 4-5, paragraph (5), we have a concern about the third sentence, which reads as follows:  "If Dynegy declines or fails to do so promptly after receipt of our request, it is expressly agreed and understood that F&J shall be entitled..."  Our concern is that we are committing Enron entities to an agreed course of action post-merger based on speculation as to what Dynegy may or may not do.  Our suggestion would be that we simply ask F&J to delete all but the first two sentences of paragraph (5).

	4.  Please note that under the terms of this proposed agreement, we are not requiring F&J to be liable for the ramp-up costs of new counsel for, e.g., the Licensing Project or the asbestosis cases (in the event that Enron Corp. cannot be dismissed from the asbestosis cases pre-trial).  We do not believe that ramp-up costs will be something F&J will agree to if we need F&J to take on the new Mariner matter.  Mariner's GC called me today to advise that it was urgent that she know today or tomorrow whether F&J was going to be able to represent Mariner on a new, critical asset-sale matter that is scheduled to close no later than December 27; otherwise, she will need to hire other counsel to handle that matter.

	Please let us have your comments as soon as possible.

	Britt