No on #1. Yes on #2. One thing we may want to add in light of #2 is a 
confidentiality agreement so that Jung Ho  doesn't find out about the 
settlement.



	"Bill W. Ogden" <bogden@ogwb.com>
	08/18/2000 02:12 PM
	Please respond to bogden
		 
		 To: "Richard Sanders" <richard.b.sanders@enron.com>
		 cc: "Mike Miller" <mike.j.miller@enron.com>, "Dorfman, Grant" 
<GDorfman@ogwb.com>, "Bob Virgo" <robert.p.virgo@enron.com>
		 Subject: Natole


I have spoken with Kirk Fulk for IBC, who has no changes of substance to the
settlement agreement. I also spoke with Tom Deen, who wants to send
revisions after Natole has read the document, which Natole can't do now
because he's travelling. Deen says they will want at least 2 changes of
substance:
1. Natole is asking for an indemnity from Enron and IBC for anyone who
claims through them. I told him this was not something we had talked about
before, and I wasn't sure how Enron would react to it, but my own reaction
was negative because Enron had no claims back against Natole (other than
financial offsets) so I fail to see why it's necessary. IBC is a different
matter because IBC filed a counterclaim against Natole.
2.  Deen wants the Natole indemnity to be capped at the amount of
settlement. In other words, Natole indemnifies Enron & IBC from claims by
Jung Ho (or others) only to the extent of $385,000. This again is not what
we talked about, but as a practical matter I'm not sure how much difference
it makes. Everyone seems to view the likelihood of further claims as remote.
Let me know your thoughts, and I'll forward any further proposals when I get
them.
 Best regards,

 Bill Ogden