Excellent.  DF


From: Britt Davis on 08/08/2000 05:00 PM
To: lpain@duke-energy.com, meremmenga@cmsenergy.com
cc: mhbullis@aol.com, Drew Fossum/ET&S/Enron@ENRON, Jim 
Talcott/ET&S/Enron@ENRON, Kathy Ringblom/ET&S/Enron@ENRON, Deborah 
Shahmoradi/NA/Enron@Enron, Brenda McAfee/Corp/Enron@ENRON, Bob 
Thurber/ET&S/Enron@ENRON 

Subject: Bridenstine

PRIVILEGED AND CONFIDENTIAL:  ATTORNEY-CLIENT COMMUNICATION, ATTORNEY WORK 
PRODUCT, JOINT DEFENSE PRIVILEGE

Dear Larry and Merlin,

 This will confirm our various telephone conversations about the 
above-referenced case.  Again, it is my understanding that we have all agreed 
(me on behalf of Northern/Transwestern, Larry on behalf of Duke, and Merlin 
on behalf of CMS Energy/Panhandle Eastern) to jointly retain Jim Peters to 
represent our respective interests in responding to the defendants' subpoenas 
and recently-filed motion to compel, which I have been advised is set for 
telephonic hearing on Monday, August 14, at 8:00 a.m.  Per this agreement, we 
will share Jim's fees and expenses on a 1/3 Northern/Transwestern, 1/3 Duke, 
1/3 CMS Energy/Panhandle Eastern basis.  As part of this agreement, each of 
us agrees to handle substantially all of his respective client's actual 
document production in-house, in order to hold Jim's fees and expenses down.

 In the very unlikely event that Jim encounters an unanticipated conflict 
between the positions of our respective clients, you additionally agree that 
Jim may withdraw from the representation of your clients in this matter, but 
may continue to represent Northern and Transwestern in this matter.

 Jim is currently working on a draft response to defendants' motion to compel 
for Northern/Transwestern.  By copy of this, I am asking Jim to send each of 
you drafts at the same time that he sends a draft by me.

 I look forward to working with you both.

     Regards,

     Britt Davis