I gave the Kevin the OK and he was going to prepare a waiver letter.  Our 
conversation was some time ago.  Sara




Carol St Clair
03/20/2000 08:53 AM
To: Sara Shackleton/HOU/ECT@ECT, Shari Stack/HOU/ECT@ECT
cc:  
Subject: Western Resources

Sara and Shari:
Could you please take a look at this and let me know waht you think?  Thanks.
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 03/20/2000 
08:52 AM ---------------------------


"JOHN G KLAUBERG" <JKLAUBER@LLGM.COM> on 03/18/2000 04:06:43 PM
To: <carol.st.clair@enron.com>
cc:  
Subject: Western Resources


Carol:  How are you?  I hope you are doing well.  I took a guess at your 
E-mail address based upon all of the others I have for your ENA Legal 
compatriots, so hopefully this will get through to your desktop.

One of my partners, Warren Ingber, has been asked to pick up on some work 
that Kevin Leitao was handling for Western Resources involving a  trading 
contract between ENA and Western Resources.  As I think you know, Kevin 
recently left us to take a position with GE Capital.  Warren asked me if the 
conflict waiver had been cleared with ENA and that is the reason for my 
E-mail.  Warren informed me that the draft that had been forwarded to him had 
indirectly come from Jeff Sorenson and that you were copied on the 
correspondence.

In a number of cases in the past involving these types of contracts, ENA has 
granted us waivers to represent the particular ENA counterparty.  I think the 
general consensus was that ENA would rather have us represent the 
counterparty, rather than another outside firm, since Kevin in particular had 
been working with various ENA lawyers on a number of the issues that 
frequently arise under these agreements and that it was more efficient (and 
beneficial to the overall transaction) to work with a firm that had 
familiarity both with respect to the issues as well as ENA's general views on 
them.  Also, it is my understanding that the provisions are somewhat well 
accepted and that it is unusual for there to be difficult legal 
negotiations.  I know that Kevin had from time to time cleared these 
representations on a case by case basis with the various ENA lawyers involved 
(for e.g., I know there were one or more transactions in which Shari and Sara 
were involved) and would let me know how we were proceeding.  My memory is 
failing me on this one, although I seem to recall that the conflict had been 
waived a while ago.  However, I just want to make sure that that was in fact 
done in this case.

Could you let me know if my recollection is accurate or if you foresee any 
problem in this respect.  Our contact at Western Resources said he understood 
the conflict matter had been dealt with a while ago.  Obviously, we do not 
want to take on a representation of this nature without ENA's consent.

I will be out of the office during the early part of the week, but I will be 
checking E-mail and voice mail regularly.  My phone number is 212 424-8125.  
Thanks again, Carol.

John