With respect to Morgan, I believe that a paragraph could be added to reflect 
the parties' agreement to a forum other than a contract market (i.e., "AAA"), 
and if the customer chose a particular forum for arbitration, then the 
parties could stipulate that the arbitrators not have authority to award 
punitive, exemplary or similar damages.   Because these are fairly old forms, 
I can't recall the reason for excluding this language.

I'll schedule some time on Monday for us to talk.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



	Cheryl Nelson@ENRON
	Sent by: Cheryl Nelson@ENRON
	03/02/2001 10:58 AM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: Legal Review - Enron Credit Inc.

Hi Sara,

I have completed a preliminary legal review of the Account Agreements with 
Goldman Sachs and Morgan Stanley.  

I read the draft language you sent re: limitation of liability that you 
suggested we add to these and the Bear Stearns agreements for Enron Credit, 
Inc.   Because these agreements have arbitration clauses, this provision as 
drafted might be unenforceable under the NASD rules.  I am going to 
doublecheck the law on this point today or over the weekend.  If this is in 
fact correct, the firms will probably reject the provision on this ground 
especailly if including it would subject them to NASD fines.   In any case, 
we can wait to see what there response is but in the meantime we should set 
aside time to discuss the law on this point.

Cheryl Nelson
Senior Counsel
EB3880D
(713) 345-4693