Thanks!!

 -----Original Message-----
From: 	Engeldorf, Roseann
Sent:	Friday, August 24, 2001 4:22 PM
To:	Cash, Michelle
Subject:	FW: Section 145

FYI -  See attached.

Rose

 -----Original Message-----
From: 	Karathanos, Gina
Sent:	Friday, August 24, 2001 4:15 PM
To:	Engeldorf, Roseann
Subject:	Section 145

Rose, I included links to case law at bottom if you want them.

8 Del. C. ? 145
DELAWARE CODE ANNOTATED
Copyright ? 1975-2001 by The State of Delaware
All rights reserved.
*** ANNOTATIONS CURRENT THROUGH JUNE 2001 ***
*** CURRENT THROUGH 2000 REGULAR SESSION ***
TITLE 8. CORPORATIONS
CHAPTER 1. GENERAL CORPORATION LAW
SUBCHAPTER IV. DIRECTORS AND OFFICERS

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8 Del. C. ? 145 (2001)
? 145. Indemnification of officers, directors, employees and agents; insurance

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees).

HISTORY: 8 Del. C. 1953, ? 145; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, ? 6; 57 Del. Laws, c. 421, ? 2; 59 Del. Laws, c. 437, ? 7; 63 Del. Laws, c. 25, ? 1; 64 Del. Laws, c. 112, ? 7; 65 Del. Laws, c. 289, ?? 3-6; 67 Del. Laws, c. 376, ? 3; 69 Del. Laws, c. 261, ?? 1, 2; 70 Del. Laws, c. 186, ? 1; 71 Del. Laws, c. 120, ?? 3-11.

NOTES:
REVISOR'S NOTE. --Section 30 of 67 Del. Laws, c. 376, provides: "This act shall become effective on July 1, 1990." Chapter 376 was signed by the Governor on July 17, 1990.
Section 3 of 69 Del. Laws, c. 261, provides: "This act shall become effective July 1, 1994, and shall not apply to suits pending as of July 1, 1994."
Section 32 of 71 Del. Laws, c. 120, provides: "This act shall be effective on July 1, 1997, except that ? 5 of this act shall become effective with respect to indemnification of expenses (including attorneys' fees) for acts or omissions occurring on or after July 1, 1997."

EFFECT OF AMENDMENTS. --67 Del. Laws, c. 376, in (e), inserted "(including attorneys' fees)" in the first and second sentences and substituted "any civil, criminal, administrative or investigative" for "a civil or criminal" in the first sentence.
69 Del. Laws, c. 261, effective July 1, 1994, rewrote the second sentence in (d); and added (k).
71 Del. Laws, c. 120, neutralized gender-specific language in (c), (e), (f), (g), (h) and (i); in (c), substituted "present or former director or officer" for "director, officer, employee or agent"; in (d), inserted "present or former" in the first sentence and rewrote the second sentence; and, in the second sentence in (e), inserted "former directors and officers or" and substituted "corporation" for "board of directors."

PURPOSE OF INDEMNIFICATION STATUTES. --Indemnification statutes were enacted in this State, and elsewhere, to induce capable and responsible businessmen to accept positions in corporate management. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 264 A.2d 358 (1970). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=2&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b264%20A.2d%20358%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9b87026358b9ae7fd1b510e141679cb9>

PURPOSE OF SECTION. --This section is a new statute, enacted to clarify its predecessor, and to give vindicated directors and others involved in corporate affairs a judicially enforceable right to indemnification. Galdi v. Berg, 359 F. Supp. 698 (D. Del. 1973). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=3&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b359%20F.%20Supp.%20698%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=77b3127fe477a9364de9fe4041424054>
The purpose of this section is not to encourage litigation or to deter the losing party in the underlying action from prescribed categories of conduct; rather, its purpose is to encourage capable persons to serve as officers, directors, employees or agents of Delaware corporations, by assuring that their reasonable legal expenses will be paid. Mayer v. Executive Telecard, Ltd., Del. Ch., 705 A.2d 220 (1997). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=4&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b705%20A.2d%20220%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=7b14040ddc0f963631fcf7ef69d594bb>

WHO IS ENTITLED TO INDEMNIFICATION. --Chairman of the board and president of wholly owned subsidiary of parent corporation entitled to benefit of this section. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=5&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=fd4897a2a16cd65d86bfe0634d4ea742>
Where the president and chairman of the board of a subsidiary corporation participated in the fraudulent stock repurchase plan, shared the inside information, and was prosecuted because of his employment or agency relationship, he is entitled to indemnification. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=6&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=34e79d1dfb66c10d942cab660e6ae7d5>
Subsection (a) of this section does not oblige Delaware corporations to indemnify those who serve other enterprises at their request; if a corporation wishes not to extend indemnification rights to those who serve elsewhere at its request, it can say so in its bylaws, or it can say nothing at all, thereby achieving the same result. VonFeldt v. Stifel Fin. Corp., Del. Supr., 714 A.2d 79 (1998). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=7&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b714%20A.2d%2079%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=476d5eff3f56300fbd15cdd64824aec5>
The director of a subsidiary corporation who was successful in defending a derivative action against the subsidiary could not recover attorney fees in an indemnification suit against the parent corporation which was not a successor in interest to the subsidiary. Chamison v. Healthtrust, Inc., Del. Ch., 735 A.2d 912 (1999), </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=8&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b735%20A.2d%20912%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=fea49d11f5efe74e0094fe56a61c4617> aff'd, Del. Supr., 748 A.2d 407 (2000). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=9&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b748%20A.2d%20407%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=ce778b0e7640ee0cc9e93cf3a9d30f21>

MUST BE A COVERED PROCEEDING. --First requirement for indemnification under this section is that the expenses in question be incurred in connection with a covered proceeding as described in subsection (a) or (b) of this section. Shearin v. E.F. Hutton Group, Inc., Del. Ch., 652 A.2d 578 (1994). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=10&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b652%20A.2d%20578%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=21651be108ba0efab1c14bdc2bffbf47>

JUDICIAL DETERMINATION OF INDEMNITEE'S CORPORATE POSITION NOT REQUIRED. --Subsections (a) and (b) of this section do not require a prior judicial determination of the validity of the indemnitee's position as to the proceeding for which indemnification is sought. Green v. Westcap Corp., Del. Super. Ct., 492 A.2d 260 (1985). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=11&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b492%20A.2d%20260%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=4bfcdbce4415f9af8f49feac69ec81b0>

PARENT AND SUBSIDIARY. --Where a 100 percent stockholder elects a director to the board of a subsidiary, that director thereafter serves the subsidiary "at the request of" the stockholder, within the meaning of subsection (a) of this section. VonFeldt v. Stifel Fin. Corp., Del. Supr., 714 A.2d 79 (1998). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=12&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b714%20A.2d%2079%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=18630983e072c4fdaeb97210c3513a35>

LANGUAGE "IN SUBSECTIONS (A) AND (B)," REFERRED TO IN SUBSECTION (C), incorporates those portions of subsections (a) and (b) of this section which define the type of action, suit or proceeding but does not incorporate the subsequent qualifications required for indemnification. Green v. Westcap Corp., Del. Super. Ct., 492 A.2d 260 (1985). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=13&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b492%20A.2d%20260%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=071b63bd6f8dd54944b58a87514197a0>

SUBSECTION (C) IS MANDATORY. --Subsection (c) is a mandatory provision that applies to all Delaware corporations and grants an absolute right of indemnification. Witco Corp. v. Beekhuis, 38 F.3d 682 (3d Cir. 1994). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=14&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b38%20F.3d%20682%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=412a2c0298fb960f188c1eac1b9a79b3>

INDEMNITY NOT RESTRICTED TO THOSE STANDING AS DEFENDANTS IN MAIN ACTION. --By the language of subsections (a) and (b) of this section, indemnity is not limited to only those who stand as defendants in the main action. Hibbert v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=15&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b457%20A.2d%20339%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=0b52567e73502253ff84a8bace5801cd>

CLAIMANT ASSUMES RISK OF NOT BEING INDEMNIFIED. --Where indemnification is sought, the claimant will have usually assumed the risk of not being indemnified. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=16&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=f6ee2f84d32c1ee02e0aca5f4db3a886>

CORPORATION CAN ALSO GRANT INDEMNIFICATION RIGHTS BEYOND THOSE PROVIDED BY STATUTE. Hibbert v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=17&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b457%20A.2d%20339%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=92fc3731ca399f11233b123a976ace71>
Under subsection (c), to the extent a claimant has not been successful "on the merits or otherwise," the claimant may still be entitled to indemnification of expense incurred in a covered proceeding, if a disinterested quorum of the board, or legal counsel at the request of the board, or the shareholders, specifically determines: (1) if the indemnification is sought in respect to a civil matter; (2) that the proceeding was a covered proceeding; and (3) that the claimant acted in good faith and in a manner the claimant reasonably believed to be in or not opposed to the best interest of the corporation. Shearin v. E.F. Hutton Group, Inc., Del. Ch., 652 A.2d 578 (1994). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=18&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b652%20A.2d%20578%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=58fb256be451214e02e026a9ba128209>

AUTHORITY MANDATED BY BYLAWS. --While permissive authority to indemnify its directors, officers, etc., may be exercised by a corporation's board of directors on a case-by-case basis, most corporations and virtually all public corporations have by bylaw exercised the authority recognized by this section so as to mandate the extension of indemnification rights in circumstances in which indemnification would be permissible under this section. Advanced Mining Sys. v. Fricke, Del. Ch., 623 A.2d 82 (1992). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=19&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b623%20A.2d%2082%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=8b889d0987e225a464119d1116e3956d>

THIS SECTION DOES NOT REQUIRE COMPLETE SUCCESS but provides for indemnification to the extent of success "in defense of any claim, issue or matter" in an action. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=20&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=5069ecf3173b671060118beb8de89488>

A MANDATE TO INDEMNIFY DOES NOT INCLUDE AN OBLIGATION TO ADVANCE EXPENSES PRIOR TO A DETERMINATION OF WHETHER INDEMNIFICATION IS PERMITTED OR REQUIRED. Advanced Mining Sys. v. Fricke, Del. Ch., 623 A.2d 82 (1992). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=21&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b623%20A.2d%2082%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=13fa25192df7c06e083ecf41908b7c15>

ADVANCEMENT OF EXPENSES. --Subsection (e) leaves to the business judgment of the board the task of determining whether the undertaking proffered in all of the circumstances is sufficient to protect the corporation's interest in repayment and whether, ultimately, advancement of expenses would on balance be likely to promote the corporation's interests. Advanced Mining Sys. v. Fricke, Del. Ch., 623 A.2d 82 (1992). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=22&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b623%20A.2d%2082%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=c66eb20418afe85d4363d2b6f1e0e45b>
This section does not afford a director a right to advancement of his litigation expenses. VonFeldt v. Stifel Fin. Corp., Del. Supr., 714 A.2d 79 (1998). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=23&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b714%20A.2d%2079%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=1531afbc1e85edb0b7da46c1deb446e9>
The Business Trust Act does not prohibit a business trust from advancing litigation expenses to trustees. Nakahara v. NS 1991 Am. Trust, Del. Ch. 770, 739 A.2d 770 (1998). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=24&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b739%20A.2d%20770%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=14fc3de4c2f74e029119283c3b6b06b5>

SUBSECTION (B) IS NOT GRANT OF ABSOLUTE IMMUNITY. --Subsection (b) of this section does not necessarily preclude personal liability of directors because it is not a grant of absolute immunity. Bergstein v. Texas Int'l Co., Del. Ch., 453 A.2d 467 (1982). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=25&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b453%20A.2d%20467%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=e1a817dc3856997bcddbb92c47126370>

IN CRIMINAL ACTION, ANY RESULT OTHER THAN CONVICTION MUST BE CONSIDERED SUCCESS. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=26&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=c2757887bbfa2cffb397d954148788f0>
Claimants are entitled to partial indemnification if successful on a count of an indictment, which is an independent criminal charge, even if unsuccessful on another related count. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=27&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9b31b41c9b47b316eb0e1b297010fca1>

FINDING OR INFERENCE OF WRONGDOING HAS GENERALLY PRECLUDED INDEMNIFICATION under this section. McLean v. Alexander, 449 F. Supp. 1251 (D. Del. 1978), </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=28&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b449%20F.%20Supp.%201251%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=6476dca9de54c2a3e775967f750776dd> rev'd on other grounds, 599 F.2d 1190 (3d Cir. 1979). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=29&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b599%20F.2d%201190%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=6ecc104dfd5ba9639fc8ccbba6bae75a>

WHAT CONSTITUTES JUDGMENT OF CONVICTION. --Although a plea of nolo contendere may not be used as an admission in another action, upon acceptance by the court and imposition of sentence there is a judgment of conviction against the claimant. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=30&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=0bf9f42586064154d7f5650e186f2830>

CONVICTION AFTER 1 ALLEGATION OF CRIMINAL INDICTMENT REMOVED. --Where an alleged violation under a count of a criminal indictment was removed, but defendant was still convicted under the count for other violations, defendant had not been "successful" on the merits or otherwise. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 264 A.2d 358 (1970). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=31&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b264%20A.2d%20358%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=4c8a0cf69973b760772cf12452b16600>

WHEN CASE IS DISMISSED WITHOUT PREJUDICE SO THAT SAME ISSUE MAY BE LITIGATED IN ANOTHER PENDING CASE, an indemnification award would be premature and contrary to the spirit of the statute. Galdi v. Berg, 359 F. Supp. 698 (D. Del. 1973). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=32&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b359%20F.%20Supp.%20698%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=aa95621494ae42b1ec4d6113e68c9a5c>

STANDARD OF REVIEW. --The reviewing court must treat the Court of Chancery's findings under subsection (b) with substantial deference. Yiannatsis v. Stephanis ex rel. Sterianou, Del. Supr., 653 A.2d 275 (1995). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=33&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b653%20A.2d%20275%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9fb8cb5841edd4815e9bcb79e3017d83>

COURT WHICH FINALLY RESOLVES ISSUE HAS AUTHORITY TO AWARD INDEMNIFICATION, if justified under subsection (b) of this section. Galdi v. Berg, 359 F. Supp. 698 (D. Del. 1973). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=34&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b359%20F.%20Supp.%20698%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=d52f8c5d864e73d38a05d06b65cec7e0>

AND SUCH AWARD COULD INCLUDE REASONABLE FEES AND EXPENSES INCURRED IN DEFENSE. Galdi v. Berg, 359 F. Supp. 698 (D. Del. 1973). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=35&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b359%20F.%20Supp.%20698%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=40ed0254a559e64f6fdb785205cb9b9b>

STANDARDS USED IN DETERMINING WHETHER FEES HAVE BEEN "REASONABLY INCURRED" for purposes of this section are similar to standards used by courts in awarding fees. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=36&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=780110a715d11f3ee47e3161376322ca>

CHARGING FLAT FEE FOR EACH TRIAL IS NOT INHERENTLY UNREASONABLE for indemnification under this section. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=37&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=8208aae5fb9cdc41b89f4c7f7328943c>

FEES DEDUCTED FROM AWARD. --Where the initial purchase of stock represented usurpation of a corporate opportunity, the Court of Chancery properly deducted attorney's fees and past payments from the amounts to be paid to a corporate shareholder for the repurchase of the stock. Yiannatsis v. Stephanis ex rel. Sterianou, Del. Supr., 653 A.2d 275 (1995). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=38&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b653%20A.2d%20275%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=7ae454b4299abde045ea8b28938f94d2>

RECOVERY OF EXPENSES OF PROXY CONTEST, COUCHED IN TERMS OF BOARD ELECTION, INVOLVING SUBSTANTIVE DIFFERENCES ABOUT CORPORATE POLICY. --Where a proxy contest, though couched in terms of election to the board, was actually one involving substantive differences about corporation policy, former corporate directors, determined to be the management group for the purposes of reelection to the board and, therefore, entitled to use corporate funds to present its position, had an equitable and legal right to recover from the corporation their reasonable expenses resulting from the proxy contest. Hibbert v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=39&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b457%20A.2d%20339%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=de930b183fe1e03fb1e327641bcb726b>

EXPENSES INCURRED IN ESTABLISHING ENTITLEMENT TO INDEMNIFICATION. --This section allows for indemnification of legal fees only in the underlying action against an officer or director, and does not allow for recovery of legal fees and expenses incurred in a proceeding to establish an entitlement to such indemnification. Mayer v. Executive Telecard, Ltd., Del. Ch., 705 A.2d 220 (1997). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=40&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b705%20A.2d%20220%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=5f7a88fc0ed17b1cb35e7f2322228208>

OFFICERS AS CORPORATE EMPLOYEES. --A corporate officer is not, as a matter of law, also a corporate employee merely by virtue of office; whether a corporate officer is also an employee depends on the incidents of the relationship to the corporation. Haft v. Dart Group Corp., 841 F. Supp. 549 (D. Del. 1993). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=41&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b841%20F.%20Supp.%20549%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=f3c68088700b2563987656b669c40069>

FORMER DIRECTORS HELD ENTITLED TO INDEMNIFICATION FOR LEGAL FEES RELATIVE TO UNSUCCESSFUL REELECTION BID. --Former corporate directors were entitled to indemnification for legal fees and related costs incurred with respect to suits filed by them in their unsuccessful bid for reelection to the corporation's board where the pertinent corporation bylaw contained no limitation on the type of action for which an individual, otherwise qualified under the bylaw, must be indemnified and where indemnification would be consistent with subsections (a) and (b) of this section. Hibbert v. Hollywood Park, Inc., Del. Supr., 457 A.2d 339 (1983). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=42&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b457%20A.2d%20339%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=392b602f1875ecc021ee27ab53df148f>

WITHOUT INTEREST ON EXPENSES ACTUALLY PAID, INDEMNIFICATION WOULD BE INCOMPLETE. Merritt-Chapman & Scott Corp. v. Wolfson, Del. Super. Ct., 321 A.2d 138 (1974). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=43&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b321%20A.2d%20138%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=7bf7f1f5536e463fd87258977d03fbff>

THERE ARE SEVERAL FACTORS TO BE CONSIDERED IN INDEMNIFICATION FOR ATTORNEYS' FEES: (a) The time and labor required, the novelty and difficulty of the questions involved, and the skill requisite to perform the legal service competently, (b) the likelihood that a particular retainer will preclude other employment by the attorney, (c) the fee customarily charged in the community for similar services, (d) the amount involved in the litigation and the results obtained, (e) the time limitations imposed by the litigation, (f) the nature and length of professional relationship with the client, (g) the experience, reputation and ability of the lawyer performing the services, and (h) a consideration whether the fee is fixed or contingent. Galdi v. Berg, 359 F. Supp. 698 (D. Del. 1973). </research/buttonTFLink?_m=e9aa1ac1445d75454922819368e9e384&_xfercite=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b8%20Del.%20C.%20%a7%20145%20%5d%5d%3e%3c%2fcite%3e&_butType=3&_butStat=242&_butNum=44&_butInline=1&_butinfo=%3ccite%20cc%3d%22USA%22%3e%3c%21%5bCDATA%5b359%20F.%20Supp.%20698%5d%5d%3e%3c%2fcite%3e&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=0b7d8e7ea3d96e74d1a269c3b233dc90>

USER NOTE: For more generally applicable notes, see notes under the first section of this heading, subchapter, chapter, part or title.
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 << OLE Object: Picture (Metafile) >> 	Source: 	All Sources </research/sel?_m=53b9bcab390bd5354f8ae0ea50cc3faf&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9ba4b5c348c99792d1332cfc3fd55c2f> > / . . . / > DE - Delaware Code Annotated (including Constitution), Court Rules Annotated and  </research/srcinfo?_m=53b9bcab390bd5354f8ae0ea50cc3faf&src=5083&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9ba4b5c348c99792d1332cfc3fd55c2f> << OLE Object: Picture (Metafile) >>  </research/srcinfo?_m=53b9bcab390bd5354f8ae0ea50cc3faf&src=5083&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9ba4b5c348c99792d1332cfc3fd55c2f>
 << OLE Object: Picture (Metafile) >> 	TOC: 	Delaware Code Annotated </research/retrieve?_m=53b9bcab390bd5354f8ae0ea50cc3faf&_ansset=A-WA-A-WB-MsSEWE-UUW-EEYYCEDBA-CYBEWEZVV-WB-U&_src=5083&tcver=13&_tcinlni=43N1-9KV0-004D-4082&svc=bl&_search=Section%20145&_srchVal=section%20145&_form=bool&_stateList=_src%2csvc%2c_search%2c_srchVal%2c_form&dummy=1&_tcid=5080&_fmtstr=TOC&tcact=initial&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=b9e0a063f47acaad9dbe1ed99a8696af> > / . . . / <javascript:void 0> >
		. . . / TITLE 8. CORPORATIONS </research/retrieve?_m=53b9bcab390bd5354f8ae0ea50cc3faf&_ansset=A-WA-A-WB-MsSEWE-UUW-EEYYCEDBA-CYBEWEZVV-WB-U&_src=5083&tcver=13&_tcinlni=43N1-9KV0-004D-4082&al=TAI&svc=bl&_search=Section%20145&_srchVal=section%20145&_form=bool&_stateList=_src%2csvc%2c_search%2c_srchVal%2c_form&tcbill=1&_tcid=5080&tcnid=TAI&_fmtstr=TOC&tcact=bct&tcaid=TAI&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=b9e0a063f47acaad9dbe1ed99a8696af> > CHAPTER 1. GENERAL CORPORATION LAW </research/retrieve?_m=53b9bcab390bd5354f8ae0ea50cc3faf&_ansset=A-WA-A-WB-MsSEWE-UUW-EEYYCEDBA-CYBEWEZVV-WB-U&_src=5083&tcver=13&_tcinlni=43N1-9KV0-004D-4082&al=TAIAB&svc=bl&_search=Section%20145&_srchVal=section%20145&_form=bool&_stateList=_src%2csvc%2c_search%2c_srchVal%2c_form&tcbill=1&_tcid=5080&tcnid=TAIAB&_fmtstr=TOC&tcact=bct&tcaid=TAIAB&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=b9e0a063f47acaad9dbe1ed99a8696af> / . . .
		SUBCHAPTER IV. DIRECTORS AND OFFICERS </research/retrieve?_m=53b9bcab390bd5354f8ae0ea50cc3faf&_ansset=A-WA-A-WB-MsSEWE-UUW-EEYYCEDBA-CYBEWEZVV-WB-U&_src=5083&tcver=13&_tcinlni=43N1-9KV0-004D-4082&al=TAIABAE&svc=bl&_search=Section%20145&_srchVal=section%20145&_form=bool&_stateList=_src%2csvc%2c_search%2c_srchVal%2c_form&tcbill=1&_tcid=5080&tcnid=TAIABAE&_fmtstr=TOC&tcact=bct&tcaid=TAIABAE&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=b9e0a063f47acaad9dbe1ed99a8696af> > ? 145. Indemnification of officers, directors, employees and agents; insurance
 << OLE Object: Picture (Metafile) >> 	Terms: 	section 145 (Edit Search </research/form/bool?_m=36fba8926004720af18aca48dded6ca5&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=d40c9958f31f14d3c1ae6f897bc56a00>)
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 << OLE Object: Picture (Metafile) >> 	Date/Time: 	Friday, August 24, 2001 - 5:01 PM EDT

Best regards,
Gina Karathanos
Sr. Legal Specialist
Enron Global Finance Legal
713-853-3376 phone
713-853-9252 fax


Join Dave Neubauer, Vice President of Business Development and Marketing for ETS, on Wednesday, August 29, at 10:00 am Houston time for an ETS eSpeak.

Dave will be discussing Northern Natural Gas' south end strategy and north end Project Max.

If you are unable to join Dave live, please submit your questions ahead of the event by logging on to http://ethink.enron.com/ and click eSpeak.


As a reminder...there are several pieces of equipment that are set up on the 30th Floor, as well as on our floor, for the Disaster Recovery Team.  PLEASE DO NOT TAKE, BORROW OR USE this equipment.  Should you need to use another computer system, other than yours, or make conference calls please work with your Assistant to help find or set up equipment for you to use.

Thanks for your understanding in this matter.

T.Jae Black
East Power Trading
Assistant to Kevin Presto
off. 713-853-5800
fax 713-646-8272
cell 713-539-4760


Cool.

FYI - Jim has also asked for a daily DPR for open & performing Gas & Power contracts. Kristin is covering Power & Sally is assigning the Gas DPR responsibility.

We will filter to you - for potential consolidation if required - as and when they are completed - target is for close today.

B.
 -----Original Message-----
From: 	Wilson, Shona
Sent:	Wednesday, January 16, 2002 8:34 AM
To:	Thapar, Raj; Beck, Sally; Pearce, Barry; Apollo, Beth
Cc:	Abel, Chris; Considine, Keith; Ayala, Susie; Trevino, Susan
Subject:	priorities for 1/16 and accomplishments for 1/15

1/15 -
curve val: we have scoped the curve val project and have discussed it with PwC.  I've talked to E&Y in general terms and have a meeting with them on this at 10 today.  We have also had initial discussions with the different risk groups about the holes in the curve construction & upload process and our deliverable for the end of today is a list of where the holes are and a plan to fill those holes.

We spent significant time with E&Y to go over the  make up of the DPR.

We are working with the different groups on the 12/31 DPR information.  So far, we have only had one request for it.  My gut feeling is that EIM & ENA are complete, but ECTRIC & EGM need a bit more time.  Chris should have a complete status ready for today.

Our systems are fixed (hooray!).  Yesterday we caught up on the Enovate and Bridgeline DPRs as well as spent significant time with IT to get the systems fixed.

Susie is still working on the SEC VAR for 10/31, 11/30, and will start 12/31 as soon as all of the information is available.  She has also started the net assets work.

Lastly, the whole group had CAS training so once we get access to the system we can start pulling info by counterparty.

Today our goals are:

Curve val - finalize memo (getting agreement from PwC, E&Y, and Enron estate), put listing of curve construction plan fwd, start determining what the different buckets of curves are and what tools are available to perform analysis

Field more E&Y DPR qus

Have a complete status report on the 12/31 DPR.

Prepare ongoing reporting (Enovate, Bridgeline etc).

I also hope to get some time to familarize myself with the CAS environment.

Regards

 -----Original Message-----
From: 	Thapar, Raj
Sent:	Tuesday, January 15, 2002 8:38 AM
To:	Wilson, Shona
Cc:	Abel, Chris; Considine, Keith; Ayala, Susie; Trevino, Susan; Pearce, Barry; Apollo, Beth
Subject:	RE: priorities for today

Looks good.  Thx

 -----Original Message-----
From: 	Wilson, Shona
Sent:	Tuesday, January 15, 2002 7:05 AM
To:	Thapar, Raj
Cc:	Abel, Chris; Considine, Keith; Ayala, Susie; Trevino, Susan; Pearce, Barry; Apollo, Beth
Subject:	priorities for today

Dear Raj,

To keep you up to date with what we are spending time on, here is what I would like to accomplish today:

Shona
letter for PwC re curve validation
work with Gary Peng re requirements for 12/31 SEC reporting
work with Susie on 11/30 Net asset reporting
get trained on CAS (for all group members)

Chris
start on booklets by talking to each risk group re timing of when they can get us info
work with risk groups to determine when they can get us 12/31 DPR info

Keith
Work on determining what system tools are available for curve vals

Susan
get Risktrac systems working again
catch up the Enovate & Bridgeline reporting

Susie
work on getting the revals for the merchant assets
work on net asset reporting by meeting risk & accounting groups to determine what needs to be done for 11/30 info

Thanks

Shona
 -----Original Message-----
From: 	Thapar, Raj
Sent:	Monday, January 14, 2002 5:22 PM
To:	Wilson, Shona
Subject:	RE: E&Y Request

Thanks

 -----Original Message-----
From: 	Wilson, Shona
Sent:	Monday, January 14, 2002 5:17 PM
To:	Thapar, Raj
Subject:	RE: E&Y Request

Let me get with the risk guys to discuss the timing on this.  I'll give you an update tomorrow.

Regards

 -----Original Message-----
From: 	Thapar, Raj
Sent:	Monday, January 14, 2002 4:41 PM
To:	Albrecht, Kristin; Wilson, Shona; Puchot, Paul; Pearce, Barry; Funkhouser, Shanna
Subject:	E&Y Request

Guys:

Here is the spreadsheet with names of EWS lead persons name.  Please forward it to all the other people who would be working on different pieces of it so that they can start working on this asap.

Thx

Raj
 << File: Info Request_Ene_Jan 11_021.xls >>


I assume when you say sick you were refering to Angelas friend.  If so, then
no I didn't even touch her.  Angela actuall hates Nicole she says she is a
"fat ho".  I have a very good story to tell you about what happened.


---------------------- Forwarded by Hunter S Shively/HOU/ECT on 01/02/2001
05:02 PM ---------------------------

	Enron North America Corp.

	From:  EnronOptions Announcements @ ENRON
12/21/2000 06:05 PM

Sent by: Enron Announcements@ENRON
To: EnronOptions mailing
cc:
Subject: EnronOptions Announcement

EnronOptions Announcement

You can now access a web site that describes EnronOptions ) Your Stock Option
Program.  The web site contains some highlights of the EnronOptions Program
as well as some Frequently Asked Questions (FAQs).

Access EnronOptions ) Your Stock Option Program web site by clicking on
http://hrweb.enron.com or by typing the address into your web browser.

We hope you find the site helpful in addressing your questions about the
EnronOptions Program.  If you have any questions, please contact your H.R.
Representative.

There will be several EnronOptions - Your Stock Option Program presentations
throughout the month of January.  Stay tuned to a computer near you for
details.


Retail to cover market area 3 requirments.

Chris_Germany@enron.com on 12/28/99 08:01:01 PM
Please respond to Chris_Germany@enron.com

To: Scott Goodell/CES/ColumbiaGas@COLUMBIAGAS
cc:
Subject: TCO Capacity

Is the TCO capacity from Eagle Point considered Retail or Wholesale?


---------------------- Forwarded by John Arnold/HOU/ECT on 05/10/2001 02:21
PM ---------------------------

"Schaefer, Matthew" <MSchaefer@NYMEX.com> on 05/10/2001 01:26:57 PM
To: Brad Banky <bbanky@txu.com>, David Rosenberg
<david.m.rosenberg@enron.com>, James Haupt <jay.haupt@eprime.com>, Jeff Frase
<jeff.frase@gs.com>, Jeff Ong <glyons@tractabelusa.com>, Jim Adams
<james.l.adams@usa.conoco.com>, John Arnold <jarnold@enron.com>, Kayvan Scott
Malek <ksmalek@aep.com>, Michael Maggi <mike.maggi@enron.com>, Robert Collins
<collinsb2@epenergy.com>, Russ Knutsen <rrkn@chevron.com>, Sanjiv Khosla
<sanjiv.khosla@msdw.com>, William Coorsh <bcoorsh@tractabelusa.com>
cc:
Subject: Option Advisory Committee Meeting May 31

Please be advised that the Option Advisory Committee meeting will be at 4:00
eastern time, May 31, 2001.

Matthew Schaefer
New York Mercantile Exchange
212.299.2612


Your review and approval of the following 5 product types in the EOL
Datamanager is needed (for directions on approval , please see steps for
approval at the bottom of this e-mail). If you have any questions please call
me at ext. 39555.

US Newsprint Fin Swap      USD/MT/M

A US Newsprint Financial Swap Transaction with Enron North America Corp.
under which the Seller pays a Floating Price and the Buyer pays the price
submitted by Counterparty on the Website (the Fixed Price) in respect of the
Notional Quantity per Determination Period. The Notional Quantity per
Determination Period shall be the volume submitted by Counterparty on the
Website. Each calendar month during the term of the Transaction will be a
Determination Period. The Payment Date(s) will be 5 business days after the
Floating Price is determinable. The Floating Price shall be the Index for the
relevant Determination Period.

US Packaging Fin Swap      USD/ST/M

A US Packaging Financial Swap Transaction with Enron North America Corp.
under which the Seller pays a Floating Price and the Buyer pays the price
submitted by Counterparty on the Website (the Fixed Price) in respect of the
Notional Quantity per Determination Period. The Notional Quantity per
Determination Period shall be the volume submitted by Counterparty on the
Website. Each calendar month during the term of the Transaction will be a
Determination Period. The Payment Date(s) will be 5 business days after the
Floating Price is determinable. The Floating Price shall be the Index for the
relevant Determination Period.

US Recycled ONP #8 Fin Swap     USD/ST/M

A US Recycled Financial Swap Transaction with Enron North America Corp. under
which the Seller pays a Floating Price and the Buyer pays the price submitted
by Counterparty on the Website (the Fixed Price) in respect of the Notional
Quantity per Determination Period. The Notional Quantity per Determination
Period shall be the volume submitted by Counterparty on the Website. Each
calendar month during the term of the Transaction will be a Determination
Period. The Payment Date(s) will be 5 business days after the Floating Price
is determinable. The Floating Price shall be the Index for the relevant
Determination Period.

US Recycled OCC #11 Fin Swap     USD/ST/M

A US Recycled Financial Swap Transaction with Enron North America Corp. under
which the Seller pays a Floating Price and the Buyer pays the price submitted
by Counterparty on the Website (the Fixed Price) in respect of the Notional
Quantity per Determination Period. The Notional Quantity per Determination
Period shall be the volume submitted by Counterparty on the Website. Each
calendar month during the term of the Transaction will be a Determination
Period. The Payment Date(s) will be 5 business days after the Floating Price
is determinable. The Floating Price shall be the Index for the relevant
Determination Period.

US OSB Fin Swap       USD/MSF

A US OSB Financial Swap Transaction with Enron North America Corp. under
which the Seller pays a Floating Price and the Buyer pays the price submitted
by Counterparty on the Website (the Fixed Price) in respect of the Notional
Quantity per Determination Period. The Notional Quantity per Determination
Period shall be the volume submitted by Counterparty on the Website. Each
calendar month during the term of the Transaction will be a Determination
Period. The Payment Date(s) will be 5 business days after the Floating Price
is determinable. The Floating Price shall be the Index for the relevant
Determination Period.
==============================================================================
=====

STEPS FOR APPROVAL:

click the  START button
select  PROGRAMS
select  TEST APPLICATIONS
select ENRONONLINE CLUSTER(PROD)
 PROCEED WITH USUAL LOGIN/PASSWORD
click the Enron Online Production Cluster "START" button
select EnronOnLine (this is the EOL Datamanager)
 PROCEED WITH EOL LOGIN/PASSWORD
click on the "+" for EnronOnLine
click on the "+" for Product Types
click on the "+" for "Awaiting Approval" (OR  "Partially Approved")
select the product requiring review as stated in e-mail above
Right "mouse" click on "properties" to view product set-up
TO APPROVE:  Right mouse click on "Approved"


The report named: CE P/L <http://trv.corp.enron.com/linkFromExcel.asp?report_cd=4&report_name=CE+P/L&category_cd=3&category_name=CENTRAL&toc_hide=1&sTV1=3&TV1Exp=Y&current_efct_date=10/16/2001>, published as of 10/16/2001 is now available for viewing on the website.


Jay,

Let's not assume what impact this will have. Even though it is better to zero out deals we(VM) wouldn't want to go in and zero out 2000 deals.

We do have a few questions.

I would like to discuss what minimal impact is? How do you know what impact this will have? Is there a reason this will have little impact? Do all of these D2D deals have zero volume associated with them?
Who decided to do this?
Why are we doing this?
What time span are we talking (Production months/Year)
Let's determine the impact if any?

I would like to meet with you guys and get more detail on why we are doing this and determine the impact?

thanks,
m.m.

 -----Original Message-----
From: 	Jaquet, Tammy
Sent:	Thursday, December 13, 2001 4:29 PM
To:	Krishnaswamy, Jayant
Cc:	Pena, Matt; Superty, Robert; Mcclure, Mark; Wynne, Rita; Pinion, Richard; Farmer, Daren J.; Heal, Kevin; Kinsey, Lisa; Lamadrid, Victor; Smith, George F.; Sullivan, Patti
Subject:	RE: Killing ENA to ENA deals in Sitara
Importance:	High

Jay,

If a deal is killed it poses a problem for us in Unify if there are any paths associated with the deal; therefore, we request the deals be zeroed out.  Call me if this is a problem.  Also, we would appreciate further details on why these deals are being killed.

In addition, I have copied Rita and Mark from Volume Management for their input.

Regards,

Tammy
x35375

 -----Original Message-----
From: 	Pena, Matt
Sent:	Thursday, December 13, 2001 3:39 PM
To:	Krishnaswamy, Jayant; Pinion, Richard; Jaquet, Tammy
Cc:	Severson, Russ; Truong, Dat; Aybar, Luis; Ma, Felicia
Subject:	RE: Killing ENA to ENA deals in Sitara

Thanks Jay!

Tammy/Richard:
You may want to let the schedulers know, although they may already.

 -----Original Message-----
From: 	Krishnaswamy, Jayant
Sent:	Thursday, December 13, 2001 3:38 PM
To:	Pinion, Richard; Jaquet, Tammy
Cc:	Severson, Russ; Pena, Matt; Truong, Dat; Aybar, Luis; Ma, Felicia
Subject:	Killing ENA to ENA deals in Sitara

Richars/Tammy:

We will be killing about 2000 deals in Sitara tonight. Whenever a deal is touched in Sitara, it will bridge over to Unify. THese are Desk2Desk deals, and should have minimal impact on you.


fyi
---------------------- Forwarded by Scott Neal/HOU/ECT on 08/21/2000 12:08 PM
---------------------------

	Enron North America Corp.

	From:  Kevin M Presto                           08/21/2000 09:45 AM

To: Scott Neal/HOU/ECT@ECT
cc:
Subject: New England Gas Study - Scope of Work

NE-ISO is performing a very detailed gas study for the NE market (for
electric supply reliability purposes).  As a NEPOOL member, we will get a
copy of this study which will have great supply and demand information for
the NE market area.

I will get you a copy when the study is completed.
---------------------- Forwarded by Kevin M Presto/HOU/ECT on 08/21/2000
09:32 AM ---------------------------

Daniel Allegretti@EES
08/21/2000 09:27 AM
To: NEPOOL Power Trading Group
cc:
Subject: New England Gas Study - Scope of Work

FYI,  ISO-NE will be conducting a gas study.

---------------------- Forwarded by Daniel Allegretti/HOU/EES on 08/21/2000
10:26 AM ---------------------------

"Conway, Nancy" <nconway@iso-ne.com> on 08/18/2000 12:32:03 PM

To:	NEPOOL Reliability Committee <relcomm@iso-ne.com>
cc:

Subject:	New England Gas Study - Scope of Work

TO:  NEPOOL Reliability Committee Members and Alternates

Please note below (from Richard Burke):

Based on the request of the NEPOOL Reliability Committee at the August 15-16
meeting, the Scope of Work for the ISO's project entitled, "The New England
Gas Study" is forwarded for your information.  If the Members & Alternates
of the NEPOOL Reliability Committee  have any questions or comments
regarding the ISO's "New England Gas Study Project," please feel free to
contact either:

  Mr. Peter Wong - 413-535-4172  or  pwong@iso-ne.com
  or
  Mr. Mark Babula - 413-535-4324 or mbabula@iso-ne.com

 <<Gas Study SOW for NEPOOL RC.doc>>
Thank you.
Rich Burke
Admin. Assist.
Markets Development
ISO New England Inc.
e-mail:  nconway@iso-ne.com
phone:  413/535-4332
fax:  413/540-4226

 - Gas Study SOW for NEPOOL RC.doc


Company: 002909     Arng: 39229-09061     Eff Date: 2001-10-27

                        ----- Receipt -----   ----- Delivery -----
                           Quantity  Cut CD      Quantity  Cut CD

Nominated                         0                53,018
Working                           0                53,018
Capacity Allocation               0                53,018
Confirmed                         0                53,017  CBL

Company: 002909     Arng: 39229-15052     Eff Date: 2001-10-27

                        ----- Receipt -----   ----- Delivery -----
                           Quantity  Cut CD      Quantity  Cut CD

Nominated                     5,000                     0
Working                       5,000                     0
Capacity Allocation           5,000                     0
Confirmed                     4,819  CBL                0

Company: 002909     Arng: 39229-15053     Eff Date: 2001-10-27

                        ----- Receipt -----   ----- Delivery -----
                           Quantity  Cut CD      Quantity  Cut CD

Nominated                     5,000                     0
Working                       5,000                     0
Capacity Allocation           5,000                     0
Confirmed                     4,820  CBL                0

Company: 002909     Arng: 39229-15054     Eff Date: 2001-10-27

                        ----- Receipt -----   ----- Delivery -----
                           Quantity  Cut CD      Quantity  Cut CD

Nominated                     3,722                     0
Working                       3,722                     0
Capacity Allocation           3,722                     0
Confirmed                     3,588  CBL                0


---------------------- Forwarded by Andrea Ring/HOU/ECT on 03/08/2001 04:36
PM ---------------------------

	From:  Karen D McIlvoy                           03/07/2001 09:40 AM

To: Barry.Belcher@PSS.boeing.com
cc:  (bcc: Andrea Ring/HOU/ECT)
Subject: Leaving Early...

---------------------- Forwarded by Karen D McIlvoy/HOU/ECT on 03/07/2001
09:42 AM ---------------------------

Elizabeth Rivera@ENRON
03/06/2001 09:14 AM
To: Ragan Bond/Corp/Enron@ENRON, Karen D McIlvoy/HOU/ECT@ECT
cc:
Subject: Leaving Early...

>  Three women all worked in the same office with the same female boss.
>Each
>  day, they noticed the boss left work early. One day, the women decided
>  that, when the boss left, they would leave right behind her.
>
>  The brunette was thrilled to be home early. She did a little gardening,
>  spent playtime with her son, and went to bed early.  The redhead was
>  elated to be able to get in a quick workout at the spa before meeting a
>  dinner date.
>
>  The blonde was happy to get home early and surprise her husband, but when
>  she got to her bedroom, she heard a muffled noise from inside.  Slowly
>and
>  quietly, she cracked open the door and was mortified to see her husband
>in
>  bed with her boss! Gently, she closed the door and crept out of her
>house.
>
>  The next day, at their coffee break, the brunette and redhead planned to
>  leave early again, and they asked the blond if she was going to go with
>  them. "No way," the blonde exclaimed. "I almost got caught yesterday!"
>


My brother was coming back from London to go so I went out and paid a fortune
from a scalper for two....

I really do appreciate it though..


What is a cardio cath?  Was she having problems.  Zach is not a little guy.
I'm going for an allergy shot.  I'm so tired that I'm getting to be boring.
I wish Mother had email.  We could have 3-way discussions.  Sas

"CAVALIER,DEBORAH MD" <LAB-DSC@womans.com> on 02/10/2000 02:48:10 PM
To: "'Sara_Shackleton@enron.com'" <Sara_Shackleton@enron.com>
cc:
Subject: RE: FW:

You just never know with him.  I'll tell him to write you back, but I can't
force the little guy.
Shirley had a cardiac cath today, and she's fine.
Don't forget about Mother's cataract surgery next Monday.

Love and Kisses
Me

> -----Original Message-----
> From: Sara_Shackleton@enron.com [SMTP:Sara_Shackleton@enron.com]
> Sent: Thursday, February 10, 2000 2:54 PM
> To: LAB-DSC@womans.com
> Subject: RE: FW:
>
>
> Why not?  I offered him the opportunity to choose his "investment Bar
> Mitzvah gift"!!!!  (or else I make the selection in his behalf)
>
>
>
>
> "CAVALIER,DEBORAH MD" <LAB-DSC@womans.com> on 02/10/2000 02:34:22 PM
>
> To:   "'Sara Shackleton'" <Sara.Shackleton@enron.com>
> cc:
> Subject:  RE: FW:
>
>
> Yes, but I don't know if he'll answer it.
> Deb
>
> > -----Original Message-----
> > From:   Sara Shackleton [SMTP:Sara.Shackleton@enron.com]
> > Sent:   Thursday, February 10, 2000 2:37 PM
> > To:     CAVALIER,DEBORAH MD
> > Subject:     Re: FW:
> >
> >
> >
> > Pretty funny!
> > Also, I sent Zach an email last night.  Will he read it?  Sas
> >
>
>
>


CALENDAR ENTRY:	APPOINTMENT

Description:
	Jennifer Stephenson, Edith Cross,Christy Albaugh.eb3127

Date:		10/31/2000
Time:		4:00 PM - 5:00 PM (Central Standard Time)

Chairperson:	Outlook Migration Team

Detailed Description:


Hot List for 01/21/02

Hi from Onetravel.com!

Dear Readers,
During the next several months we will be making enhancements to our weekly newsletters.  For your convenience, please notice the links to the vacation packages are also located directly under the headlines this week. If you have any comments or suggestions, please send them to editor@onetravel.com.

IN THIS ISSUE:

* HOT DEAL OF THE WEEK: Copper Mountain Resort, Colorado. Stay free, ski free offer for skiers and riders!
http://www.11th.com/fmv.php3?dest_loc=1259_1194_1163&DK=11&token=15

* PALM PARADISE: 4 nights in Palm Beach from $561 per person with airfare and car rental!
http://www.11th.com/fmv.php3?dest_loc=1287_361&DK=11&token=15

* BAHAMA MAMA: 3 nights in Nassau from $289 per person with airfare!
http://www.11th.com/fmv.php3?dest_loc=581_681_1217_684_683_1215&DK=11&token=15

* DISNEY BY LAND AND SEA: Fun for the whole family from $828 per person.
http://www.11th.com/fmv.php3?ship_name=1983&DK=11&token=15

* TRAVEL AROUND THE WORLD: Fares to Mexico, South America & more!
http://air.onetravel.com

* HOTEL ROOMS IN DALLAS-FORT WORTH: Book a hotel room from $51 a night!
http://partner.onetravel.com/go/go.cfm?GoID=22763&Token=Jan21DFT

* RED HOT HOTEL DEALS: Hotel rooms from $90 per night!
http://www.onetravel.com/www/specials/Sales.cfm?#hotel

* SMART TRAVELERS' CORNER: TRAVEL 101, LESSON FOUR - Planning

---
* ADDITIONAL STEALS AND DEALS FROM Onetravel.com!

______________________________________________________________________

HOT DEAL OF THE WEEK:  Copper Mountain Resort, Colorado. Stay free, ski free offer for skiers and riders!

With 2,400 acres, 117 trails, and 4 bowls, Copper Mountain offers terrain for all levels. Book just three nights with any of the many lodging options, and receive one free night's stay and one day of free skiing or riding. Whether you desire to stay in a studio or one bedroom condo, Copper Mountain has four and five-star lodging to accommodate a variety of needs. Starting at only $379, packages include accommodations and lift tickets. Packages are available for stay on January 27 through February 28, 2002.

Book now to reserve this terrific deal!
http://www.11th.com/fmv.php3?dest_loc=1259_1194_1163&DK=11&token=15

Prices are per person based on double occupancy and availability. Stay Free / Ski Free Special valid for Deluxe Studio or One Bedroom Unit. Pricing for single/triple/quad occupancy is also available. Free night's stay and lift ticket discount has already been taken in package prices shown. Some taxes/fees are additional. Blackout dates may apply.

---------
PALM PARADISE: 4 nights in Palm Beach from $561 per person with airfare and car rental!

Florida's natural wonders are not confined to the Everglades and the Gulf's wild beaches.  Choose Palm Beach as your vacation destination and witness the silhouette of swaying palms against a rosy sunset, and listen to the gentle slap of waves against your sailboat. PalmBeach boasts a temperate climate, abundant freshwater fishing and dozens of activities from golf to water-skiing -- and our two to four-night packages boast a mighty nice price! Packages are available February 11, 2002 and include:

? Round-trip airfare
? Hotel taxes
? Use of an Alamo rental car

Click here
http://www.11th.com/fmva.php3?dest_loc=1287_361&DK=11&token=15
for online booking.

Prices are per person based on double occupancy and availability. Car rental does not include mandatory tax, insurance or gasoline.

---------
BAHAMA MAMA: 3 nights in Nassau from $359 per person with airfare!

Imagine waking up just steps from the beach in the kind of place that defines paradise: the Bahamas!  All you need to do is sit back, relax and soak up the sunshine.  Thinking of  a vacation? Then this may be the one for you! Three to seven-night packages are available through June 2002 and include:

? Round-trip airfare
? Hotel accommodations
? Hotel transfers
? Hotel taxes

Click here
http://www.11th.com/fmv.php3?dest_loc=581_681_1217_684_683_1215&DK=11&token=15
for online booking!

Prices are per person based on double occupancy and availability. Single/triple/quad rates (where available) upon request. Some taxes/fees are additional. Children 11 & under stay free with 2 adults. Maximum 2 children per room. Upgrade prices are based on double occupancy and may vary based on the number of people in the room. Proof of citizenship is required for travel to the Bahamas.

---------
DISNEY BY LAND AND SEA: Fun for the whole family from $828 per person.

Spend four nights at Walt Disney World Resort to explore Magic Kingdom Park, Epcot, Disney-MGM Studios, or Disney's Animal Kingdom Theme Park. Then depart for a 3-night cruise to the Bahamas and Castaway Cay, Disney's own island! The magic of Disney comes not only in movies and theme parks, but also on a cruise ship. With practically a whole deck devoted to kids, the Disney Magic has activities for five distinct age groups. While you cruise, there are plenty of ways for your family to play together as well as separately. As the kids have a blast, adults can relax in an adult-only pool or even attend wine tastings and cooking classes. Teens have a place to hang out too, as they enjoy their own private New York-style coffeehouse. Cabins are available for departure January 31, 2002 through December 2003.

Reserve your vacation today!
http://www.11th.com/fmv.php3?ship_name=1983&DK=11&token=15

Prices are per person based on adult double occupancy and availability. 3rd/4th/5th guest rates are valid only when traveling with two adult fares in the same stateroom. Based on an inside cabin; cabin upgrades are available at a higher rate. Prices subject to change without notice. Government taxes/fees are additional. Port charges are included.

---------
TRAVEL AROUND THE WORLD: Fares to Mexico, South America & more!

Aerolineas Argentinas helps you to see the world without breaking the bank. Exotic lands are awaiting your arrival!

Departing Miami, Florida to:

? Buenos Aires, Argentina from $485!
? Sydney, Australia from $1445!
? Auckland, New Zealand from $1445!
? Rio de Janeiro, Brazil from $510!
? Caracas, Venezuela from $225!
? Santiago, Chile from $644!
? Cancun, Mexico from $330!
? Rome, Italy from $397!

Book early to get the best deal!
http://air.onetravel.com

---------
HOTEL ROOMS IN DALLAS-FORT WORTH: Book a hotel room from $51 a night!

Explore the trendy bars, elegant boutiques and cosmopolitan theaters in the modernistic business metropolis of Dallas.  But don't forget about down-to-earth Fort Worth, not 30 miles away from Dallas, where cowboys reign supreme and culture abounds! Discover everything that these twin cities have to offer!  Book a hotel room from $51 per night and get moving!

For online booking click below:
http://partner.onetravel.com/go/go.cfm?GoID=22763&Token=Jan21DFT

---------
RED HOT HOTEL DEALS: Hotels from $90 per night!

Looking for more red hot hotel deals?
? The Roosevelt Hotel in NYC from $132 per night!
? Sheraton Fisherman's Wharf in San Francisco from $152 per night!
? Omni Shoreham in Washington D.C. from $90 per night!

Check them out below:
http://www.onetravel.com/www/specials/Sales.cfm?#hotel

---------
SMART TRAVELERS' CORNER: This week, columnist Bob Jones provides tips on getting the best travel deal.

TRAVEL 101, LESSON FOUR - Planning

Sometime between Christmas and New Years, I determine where and approximately when I want to travel during the coming year.  I have two recurring annual trips that are pretty much in stone, but the remaining travels are based on what I think will be good values and opportunities in the coming year.

The destinations selected are generic.  That is, I will look at locations with similar attributes for a general time frame and not lock myself into a specific place.  As an example, Costa del Sol in southern Spain is lovely in late winter, and even though Morocco is located in Africa, it has a similar climate and may even undercut European prices. So while I plan a geographical area, I remain flexible in the exact location.

Regional "destination" selected, it is time to begin watching for specials.  These specials happen very quickly and require some effort to ensure availability.  The initial activity is to simply inform your travel agent, if you use one, of your general requirements and let them do the searching for you.  Tell them your travel window, general location and your budget limit. It is also important to advise them if your total budget includes meals. An all-inclusive package at Club Med may be just as good a deal or better than an "on your own" package where you choose the chow.

If you are planning trips on your own, via the Internet, identify sites like 11th Hour Vacations (http://www.11thhourvacations.com) to begin your search.  Be sure to check back often as this site specializes in last minute deals that come and go quickly.  Check the major carriers themselves as they offer vacation packages at extremely good prices.  Prices overall will remain low for some time as providers work hard to get folks back into the travel mode.  Airlines, cruise lines, hotels and other industry components are working hard to fill seats, berths and beds.  Even now, most travel sales extend well into the spring of 2002, which is a definite asset in planning. Keep your eyes open and you too can have a very affordable vacation this year!

See you on a flight soon,

Bob

---------
ADDITIONAL STEALS AND DEALS FROM Onetravel.com!

7 nights in Myrtle Beach, SC for the unbelievable price of $94 per person!
http://www.11th.com/fmv.php3?dest_loc=2756_2599_1232&DK=11&token=15

7 nights in exotic Bora Bora from $1694 per person with air!
http://www.11th.com/fmv.php3?dest_loc=701_1162&DK=11&token=15

---------
QUESTIONS? COMMENTS?  We'd love to hear from you!  Drop us a line at editor@onetravel.com. Send us your travel questions for professional advice from our panel of experts, or stop by http://www.onetravel.com for loads of helpful information in our Advisor section.

(We regret that due to the volume of mail we receive, we cannot assist with individual pricing requests. Please consult our FAQs for booking assistance.)

REMEMBER... Onetravel.com's everyday discounts can save you up to 70% off
regular airfares...
For airline bookings - US and Worldwide - go directly to:
http://air.onetravel.com
For hotel bookings - US and Worldwide - go directly to:
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For car rentals - US and Worldwide - go directly to:
http://car.onetravel.com
For vacation package bookings - go directly to:
http://vacation.onetravel.com
Until next time....Happy Travels from Onetravel.com
___________________________________________________________________________
If you wish to MODIFY your Savings ALERT! mailings or UNSUBSCRIBE from our
mailing list, go to http://www.onetravel.com/deals/SA_npu_modify1.cfm and
enter the email address (sscott5@enron.com) to which this message was sent.
___________________________________________________________________________
EID=559944****2


You need to have these things at a time when I'm available.
I don't get off work before 5:30.

 -----Original Message-----
From: 	"Bowden, Bruce" <Bruce.Bowden@Williams.com>@ENRON
Sent:	Friday, October 12, 2001 1:11 PM
To:	Wolfe, Jason
Subject:	RE: B Team Update

Only if you show up....
-----Original Message-----
From: Jason.Wolfe@enron.com [mailto:Jason.Wolfe@enron.com << File: mailto:Jason.Wolfe@enron.com >> ]
Sent: Friday, October 12, 2001 1:10 PM
To: Bruce.Bowden@williams.com; ahelander@dttus.com;
angiek@saltgrass.com; daps@flash.net; denisemsparks@yahoo.com;
jkidd@econone.com; joekrupka@momentum-it.com; rmadjitey@picltd.com;
sangitad@plp.com; scapes73@yahoo.com; toni@comwerx.net;
wdsmithers@aol.com
Subject: RE: B Team Update
I vote for the 25th also.
Wait... do I get a vote?
Jason
    -----Original Message-----
   From:   "Bowden, Bruce" <Bruce.Bowden@Williams.com>@ENRON
   Sent:   Friday, October 12, 2001 12:52 PM
   To:     Angelica Helander (E-mail); Angie Kreutzfeldt (E-mail 2); Debbie
             Patrick (E-mail); Denise Hicks (Sparks) (E-mail); Jane Kidd
             (E-mail); Wolfe, Jason; Joe Krupka (E-mail); Rex Madjitey
             (E-mail 2); Sangita Daniel (E-mail 3); Stacey Capes (E-mail);
             Toni Ann Gonzales (E-mail); Wayne Smithers (E-mail)
   Subject:  B Team Update
   I have gotten a decent response on a B Team get together with the
   exception of Rex, who did not respond.(talk to me big boy)....the dates
   suggested for your approval are either October 25 or 26th to meet.
   Location and time will be forthcoming and as usual any suggestions are
   always appreciated.
   Bruce
   Bruce Bowden
   Williams Energy Marketing & Trading
   713-215-3521 Williams Tower
   713-569-6829 cellular
**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you.
**********************************************************************


Please confirm the time of the meeting.  Sorry, but I can't remember.  Ken
has a 1:00 p.m. back at the office.


"The Impact of Retail Rate Deregulation on Electricity Consumption in San
Diego" (April 2001)
PWP-082 by James B. Bushnell and Erin T. Mansur
Retail electricity rates in the San Diego Gas & Electric service territory
more than doubled over a period of three months during the summer of 2000.
Much of this increase was subsequently rescinded through a retroactive rate
freeze. We examine the impact of these events on overall consumption levels
in San Diego. We find that average electricity consumption decreased by
roughly 55 MW, or 1.6%, between mid-July and the end of August. Demand was
reduced by over 6% in the late afternoon and late evening. Because of the
uncertainty about the duration and the credibility of the rate increase,
these results should be viewed as a lower bound on the demand reductions that
could be achieved through pricing incentives.

Download this paper in Adobe Acrobat format:
http://www.ucei.org/PDF/pwp082.pdf


*****   Please be advised that this information is confidential and proprietary.  We ask that this confidential information be treated as such, in accordance with applicable laws and regulations governing disclosure of confidential information by gas marketers such as Enron.


Gary, Peter,

This is a copy of my London presentation. I expect to
make some minor changes to this presentation for March 13.

Vince

Vince Kaminski

"Jackson, Gary L." <gljackson2@tva.gov> on 02/27/2000 03:07:13 PM
To: Vince J Kaminski/HOU/ECT@ECT, "'Peter Tufano'" <ptufano@hbs.edu>
cc: "DeMars, Suzanne" <sdemars@tva.gov>
Subject: RE: March Real Options Conference

 <<REAL OPTIONS VALUATION IN THE NEW ECONOMY>>

This is a draft of what I was thinking of presenting.  I was not planning to
go over any specific options or OPAs (these are covered by confidentiality
clauses and I have to be careful from a competitive standpoint) but to give
the audience a few of the "real world" applications and challenges.  I
welcome any thoughts or comments.

Gary

> ----------
> From:  Peter Tufano[SMTP:ptufano@hbs.edu]
> Sent:  Friday, February 18, 2000 4:56 PM
> To:  vkamins@ect.enron.com; gljackson2@tva.gov
> Subject:  RE: March Real Options Conference
>
> Dear Vince and Gary,
>
> We are all speaking at the March Real Options Session in NY.   My work in
> real options in the energy field has come, to a large part, from my
> casewriting in your two organizations, so I feel that we should probably
> allocate more time toward your presentations and less to mine.   While we
> have a two hour block among the three of us, I think we can freely
> re-arrange things to produce the best result.  Would you two like to
> schedule a brief conference call to coordinate our talks?    I am free
> virtually all of next Wednesday 2/23, perhaps we could talk at 10 am (EST)
> or 2 pm (EST)?   I am happy to arrange the call, if you send me your phone
> numbers.  Thanks.
>
> Peter Tufano
>
>
> ---------------------------
> Prof. Peter Tufano
> Harvard Business School
> Morgan Hall 377
> Soldiers Field
> Boston, Massachusetts 02163
> phone: (617) 495-6855
> fax:   (617) 496-6592
> email: ptufano@hbs.edu
> http://www.people.hbs.edu/ptufano
>

 - REAL OPTIONS VALUATION IN THE NEW ECONOMY.ppt


you and your pussy gmat class

From:  Bryan Hull
11/02/2000 10:13 AM

To: Eric Bass/HOU/ECT@ECT
cc:
Subject: Re: Keneally's for the Rockets

I have GMAT class, can't make it.

	Enron North America Corp.

	From:  Eric Bass                           11/02/2000 10:01 AM

To: Bryan Hull/HOU/ECT@ECT, Timothy Blanchard/HOU/EES@EES, Matthew
Lenhart/HOU/ECT@ECT
cc:
Subject: Keneally's for the Rockets

Anybody up for going to Keneally's tonight to watch the Rockets game.  Beer,
Golden Tee, and cheap pizza.

Let me know.


Hi Rusty,

Since Carlos is working on the Pontiac and Plano sale, I'm going to forward
this to him for his handling.  That way things will stay better organized.

Thanks,

Kay

Rusty Stevens
02/26/2001 10:45 AM
To: Kathleen Carnahan/NA/Enron@Enron, Kay Mann/Corp/Enron@Enron
cc: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT

Subject: Pontiac Land Option

Our current land option on the Pontiac site goes to June 11th, with a 6 month
extension for $5000.  In order to enhance and maintain the value of the site
(we're trying to sell it now) I have gotten Ben's authorization to secure an
additional 12 month extension on the deal for $10,000.

I spoke to the landowner - Dick Greene - and he indicated that they would
consider it, although he has never been in favor of an option structure
since  he is 80 years old and just wants the money from the sale.  The
concept I pitched today was that we would pay them for the 6 month extension,
and give them an additional $5000 now in exchange for adding another 12 month
extension on the back.  At the time we exercise that 12 month extension we
would pay them another $5000.  He said he would have to hear what his lawyer
said in this regard, but I think its close to a deal.  Perhaps we could
arrange a conference call with Karen Way at Piper-Rudnick as she has dealt
extensively with their lawyer Ed Legner.  Its good timing to hit him now,
since he does a lot of tax work so he will want to wrap us up quickly.

As regards accounting issues, the total exercise price is 117 acres * $4500 /
ac. = $526,500, and 5% = $26,325.  Total option premiums (including this
extension I am proposing) will be $20,000.  I believe we may also need to
amend the original option language to make it clear that the option fee is
not part of the price.


It may be that you don't need to be there at all.  This relates to the online
trading system that is being built and the legal review of various pieces of
the system.  If you haven't been involved yet, it probably means that
somebody else (maybe Wayne, Harry or Janice?) is responsible for the
commodities you handle.  The project is only confidential in that we're
trying to minimize information outside of Enron about it.  There's no problem
talking about it internally.  You're certainly welcome to attend if you want
to find out more about it, but if somebody else in your group is already
covering things, you don't need to worry about it.

Mark

Barton Clark
09/14/99 03:12 PM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT
cc:
Subject: Re: Wednesday Online Trading Meeting

I have a meeting at 10:00 am that could interfere with the presentation, but
I won't know for sure until I see how long the meeting lasts. It has been
difficult to schedule and the originators are very anxious that it take
place, so I don't think I can cancel it. I confess I don't understand what
the presentation is about, and your message did not make sense to me. Perhaps
because I have not been involved in trading transactions. Can you give me a
clue without breaching the confidential nature of the project/demonstration?


-----Original Message-----
From: 	owner-nyiso_tech_exchange@lists.thebiz.net@EES   On Behalf Of yeomansw@NiagaraMohawk.com
Sent:	Monday, October 29, 2001 7:07 AM
To:	nyiso_tech_exchange@global2000.net
Cc:	ranierim@NiagaraMohawk.com
Subject:	October 31, 2001 BAWG Agenda

Attached please find the agenda for the October 31, 2001 BAWG meeting.

     (See attached file: BAWGagenda1001.doc)

Wes Yeomans
315-460-2484
 - BAWGagenda1001.doc


Ken,

Thank you for your leadership and inspiration.

Best wishes to you and yours.

Regards,

Michael P. Horning
Director
Enron Media Services
Global Media Risk Management
Phone: 713-853-9181
Fax:      713-646-8436
Cell:      713-303-0742
----- Forwarded by Michael Horning/Enron Communications on 12/13/00 09:18 PM
-----

	Ken Lay@ENRON
	Sent by: Enron Announcements@ENRON
	12/13/00 06:01 AM

		 To: All Enron Worldwide
		 cc:
		 Subject: Succession Plan

It is my great pleasure to announce that the Board has accepted my
recommendation to appoint Jeff Skilling as chief executive officer, effective
at the time of their next board meeting on February 12, 2001.  Jeff will also
retain his duties as president and chief operating officer.  I will continue
as chairman of the Board and will remain at Enron, working with Jeff on the
strategic direction of the company and our day-to-day global operations.

Jeff will assume the role at a time when the company is hitting on all
cylinders and is positioned for phenomenal growth.  He is clearly ready for
the job, and after 15 years as CEO of this great company, I,m ready for a
somewhat different role.

Our succession plan has been clear for some time.  This has afforded Jeff and
me the freedom to combine our strengths toward building a company that
continues to exceed everyone,s expectations, including our own.  We look
forward to furthering that relationship as Jeff expands his role.

There are no plans for any other changes in our management team nor broad
shifts in strategy and direction.

Please join me in congratulating Jeff.  I look forward to a great 2001.


Dear Mary Hain :

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It is amazing and yet not surprising how much Enron has accomplished in the
first six months of this year. You continue to make it happen.  We recognize
that you work hard every day to accomplish Enron,s business goals, and we are
pleased that many of you have shared in the company,s financial success
through Enron stock options.

As you may know, the current employee stock option program (also known as the
All Employee Stock Option Program or AESOP) began in 1994 and provided value
to participants through 2000.  Employees who have participated in this
program from its inception have realized a 1,119% increase in the value of
their stock options (assuming a stock price of $70) over the life of the
program.

Enron stock options are a valuable part of your total compensation package
and a contributing factor to your performance and to Enron,s continued
success.  Therefore, the Enron Executive Committee and the Compensation and
Management Development Committee of the Enron Board of Directors have decided
to continue to offer stock options as a part of your compensation package.

On May 1, 2000, the Committee approved an employee stock option program for
calendar years 2001 - 2005 (EnronOptions ) Your Stock Option Program).  It is
expected that EnronOptions ) Your Stock Option Program will be granted,
effective on or about December 29, 2000, for those employees who are eligible
on that date (please see note below).  The new program, which is subject to
final approval by Enron,s Board of Directors, is as follows:

? EnronOptions ) Your Stock Option Program will give stock options to
eligible full-time and part-time regular employees in domestic and
international companies/locations.
? The grant of non-qualified stock options will equal 25% of annual base
salary (5% of annual base salary for each year of a 5-year period) on
December 29, 2000. (Salary calculation and value may vary in some
international locations.)
? The Board will grant the stock options on December 29, 2000.
? Eligible employees hired in subsequent years will receive a prorated grant
of stock options.

Why commit your talent and energy to Enron?  EnronOptions ) Your Stock Option
Program, among other good reasons( that,s why.

In the coming weeks, you will be receiving more details about EnronOptions )
Your Stock Option Program.  To provide information and answer your questions,
we will introduce a special link on the Human Resources web-site, host
several eSpeak sessions and continue to communicate with you on a regular
basis.  In the meantime, if you have immediate questions, please contact your
Human Resources representative.

Note: In addition to final approval by Enron,s Board of Directors, granting
of options will be subject to New York Stock Exchange and state and federal
regulatory requirements.  It is expected that EnronOptions ) Your Stock
Option Program will be available to most Enron employees; however, some Enron
companies, employees may not be eligible due to legal, accounting, tax, labor
or business issues.  As you know, Enron changes to meet the needs of the
marketplaces we serve.  Given that need to change, we will continue to refine
the eligibility for EnronOptions ) Your Stock Option Program and will
communicate more details throughout the year with final eligibility being
determined on December 29, 2000.


I booked my Christmas flights. I am leaving the afternoon of Friday December
15th and I will be back in the office on Tuesday December 26.

Chris


Dianne, Peggy - Peter and Greg are having a call with Tana Jones tomorrow
morning at 10:30 a.m. to discuss Tana's agenda for her trip here in March.
If you are able to participate in the call, please join them in Peter's
office.

Thanks,
Sharon


Possible contract candidate.

 -----Original Message-----
From: 	Murray, Julia
Sent:	Wednesday, August 29, 2001 1:35 PM
To:	Cash, Michelle
Subject:	FW: Karen Pettigrew

         What do you think... I am OK for the time being now that Steve is on board.  Julia
 -----Original Message-----
From: 	Carol Crowsley <crowsley@flash.net>@ENRON [mailto:IMCEANOTES-Carol+20Crowsley+20+3Ccrowsley+40flash+2Enet+3E+40ENRON@ENRON.com]
Sent:	Monday, August  20, 2001 7:29 PM
To:	Murray, Julia
Subject:	Karen Pettigrew

Julia,

I just thought that I would check back with you regarding Karen
Pettigrew as a candidate for your company.  She is interested in a
full-time position ,but is also open to doing some contract work while
she  looks for a permanenet position.

I also wondered if your area might need any secretaries with
transactional experience.  I do have some highly qualified candidates
right now.

Carol
Lawyers Per Diem


---------------------- Forwarded by Mark Taylor/HOU/ECT on 04/26/2000 01:31
PM ---------------------------

	From:  Nedre Strambler                           04/24/2000 02:43 PM

To: Mark Taylor/HOU/ECT@ECT
cc:
Subject: Resume from Kathy Bauer for Job ID 0000103079

---------------------- Forwarded by Nedre Strambler/HOU/ECT on 04/24/2000
03:42 PM ---------------------------

KRBlaw@aol.com on 04/24/2000 02:14:17 PM
To: nedre.strambler@enron.com
cc:
Subject: Resume from Kathy Bauer for Job ID 0000103079

Dear N. Strambler:

Attached please find my resume for consideration for the Senior Legal
Specialist, job 0000103079.  My legal work experience combined with my
previous property tax experience will prove invaluable to the Enron team. As
my resume shows, I possess excellent communication, organizational, and
analytical skills.

I look forward to meeting you and discussing my abilities to assist Enron in
furthering its corporate goals.

Sincerely,
Kathy Bauer

 - Bauer Resume.doc


When: Tuesday, January 22, 2002 10:30 AM-11:30 AM (GMT-06:00) Central Time (US & Canada).
Where: ECN 23c1

*~*~*~*~*~*~*~*~*~*


Splus 2000 r3.

I have fit a 2-parameter Weibull distribution to a data vector (fire-free
intervals in forests) and would like to compute the probability that the
shape parameter is greater than 1.  I can use bootstrap() [I presume] to
compute the standard error.  Is there a closed expression for CIs? (I
imagine a normal approximation would be pretty lame here).

Thanks in advance for any suggestions.

_______________________________________________________________________

DON MCKENZIE

Research Ecologist
College of Forest Resources, Box 352100
University of Washington
Seattle, WA 98195

206.616.4095
dmck@u.washington.edu

_______________________________________________________________________

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My day has been a freak show....I'm sorry I missed the chanukah games--did
you win all the gelt....which you will need if you are going to become a
personal shopper...Have a great time tonight!

later


Hi Janel,  We have a couple of things on the agenda.  Friday night is
Fastball at the Engine Room.  We plan on meeting on W. Alabama Ice House
prior to the show.  Doors open at 9 pm so we will probably be at the Ice
House around 7 ish for free dogs and cold beer.

Saturday is The Buzz Monster Mash with the Toadies.  Some placed called
Americas near Enron Field.  Never heard of it.  There are about 3 other
bands. Vallejo, and two others I can't remember.  Show starts at 7 pm.

Tickets are still available for both shows through ticketmaster.  There are
about 4 to 5 people going, including myself and Eric as the foundation.  If
you guys are interested in either or both, more people would be kickin.  Let
me know.

	Janel Guerrero@ENRON
	10/24/2000 08:31 AM

		 To: Gerald Nemec/HOU/ECT@ECT
		 cc:
		 Subject:

Hi.  I'm trying to be organized and thought I'd check in to see if you guys
are around this weekend.  If you want to try and meet out, Anne and I are
"lookin' for a good time".


i think ed sardella does that bit.