In order to provide better oversight and control of ENA legal expenditures 
on large transactions, please continue to follow the procedures set forth 
below for transactions where outside legal fees and expenses are expected to 
exceed $25,000.00.  The purpose of these procedures is to (i) improve 
communication with counsel (inside and outside) on issues, fees and services 
and (ii) send price signals on legal costs (with respect to specific 
transactions) on a timely basis to the business units.  Every effort should 
be made to continue to provide high quality legal work that has become 
standard at ENA.

 1.  A written estimate of proposed fees and expenses and a written 
description of the services shall be provided by our outside counsel.  The 
responsible business unit and the General Counsel shall review and approve 
such written estimate before our outside counsel is directed to provide 
substantial professional services.

 2.  Our outside counsel shall be instructed to promptly submit a revised 
written estimate if such outside counsel determines that legal fees and 
expenses for such transaction will exceed the previous written estimate by 
$25,000.00.  Such revised written estimate shall be reviewed and approved by 
the responsible business unit and the General Counsel or his/her designee 
before our outside counsel is directed to provide substantial additional 
professional services. 

 3.  In order to accurately track such expenses so that the expenses can be 
properly allocated to the various business units, a work order number should 
be obtained for each transaction.  

 Thank you for your cooperation.  If you have any questions or any other 
suggestions for controlling expenses, please call me at extension 36544.