Richard, My thought is that the first sentence is ok, but not the second, and 
Bonnie is conveying that to McConville's lawyer.  MHC

---------------------- Forwarded by Michelle Cash/HOU/ECT on 12/12/2000 05:03 
PM ---------------------------


Bonnie White@ENRON
12/12/2000 04:59 PM
To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: McConville consulting agreement

McConville's counsel has asked us for language in addition to a mere 
representation that the Enron Milford certificate of incorporation applies to 
ENA to the effect that we will cooperate or at least not unreasonably oppose 
Kevin's making a claim for indemnification should the situation arise.  I 
have drafted language along the lines of what I think he is asking for.  Is 
this something that we would consider agreeing to?



Bonnie J. White
Enron Litigation Unit
1400 Smith St., Suite 4824
Houston, TX  77002
Ph:  (713) 853-7244
Fax: (713) 853-6576