I think it is something we watch closely as you suggest.  Mark

-----Original Message-----
From: JOHN KLAUBERG [mailto:JKLAUBER@LLGM.COM]
Sent: Thursday, July 19, 2001 5:18 PM
To: Mark.E.Haedicke@enron.com
Subject: LeBoeuf Representations in RTO Proceedings


Mark:

As you may know, the FERC recently instituted a mediation proceeding regarding a potential Southeast RTO  (Docket RT01-100), as well as a similar RTO proceeding for the Northeast as well.    We presently represent a number of the participants involved in these proceedings (for example, Florida Power, Alcoa and Lockhart Power in the Southeast; the NY Transmission Owners and some other parties in the Northeast) and we (particularly our DC regulatory lawyers) are in the process of trying to iron out potential conflict situations among those parties that wish for us to represent them in these proceedings.  My overall sense at this point is that we will end up with representations of multiple parties in the same proceedings, with each of the party's consent.  My understanding is that your DC regulatory people (e.g., Sarah Novasel, Joe Hartsoe, et al) and Bracewell (and, perhaps, other internal folks in Houston) are involved in these proceedings for you.

At this point, it is hard for me to tell how all of the various interests line up, how the proceedings will be conducted and where the proceedings in the various geographic regions may lead, although Rick Shapiro and others in his group may have more insight into that issue.  Nonetheless, I wanted to alert you to this situation and I thought it would be helpful if we could discuss it for a few minutes at your convenience to make sure that you do not foresee a problem from your standpoint with our representations in these proceedings.  It goes without saying that even though we are not representing Enron in these specific FERC proceedings, we do not want to inadvertently be put in the position of being (or being perceived to be) adverse to the Company.

I always find these large, multiple party regulatory proceedings to be difficult ones to assess from a conflicts standpoint.  I will try to catch you tomorrow to see if we might be able to discuss this subject for a few minutes.  Since Bracewell handles most of your FERC work, I know that in the past when these types of situations have arisen, after discussions with you, we have "kept a close eye" on the proceedings to make sure we did not become adverse in a real sense, with an understanding that we would re-evaluate the situation if that were to occur.  I don't know if something like that makes sense here as well, but that is the type of thing I would like to get your views on.

Thanks, Mark, and I'll be in touch.

John


John Klauberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
212 424-8125
john.klauberg@llgm.com


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