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

 GO TO CODE ARCHIVE DIRECTORY FOR THIS JURISDICTION  </research/search/adf?_m=81d49c05eecba5d2c9c640b2affdf524&wchp=dGLSzS-lSlWk&_md5=a8ab54a933c6a3f1764cddf431861e83>
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.
Top of Form 1

Bottom of Form 1

 	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>  </research/srcinfo?_m=53b9bcab390bd5354f8ae0ea50cc3faf&src=5083&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=9ba4b5c348c99792d1332cfc3fd55c2f>
 	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
 	Terms: 	section 145 (Edit Search </research/form/bool?_m=36fba8926004720af18aca48dded6ca5&_fmtstr=FULL&docnum=4&_startdoc=1&_startchk=1&wchp=dGLSzS-lSlWk&_md5=d40c9958f31f14d3c1ae6f897bc56a00>)
 	View: 	Full
 	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

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Start Date: 1/26/02; HourAhead hour: 2;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2002012602.txt


Paul:  I am negotiating a new futures agreement for Gary.  Do have any
input?  Thanks.

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


_________________________________________________________________

                   I N V E S T I N G  B A S I C S
                     Wednesday, December 6, 2000

benjamin.rogers@enron.com
_________________________________________________________________

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MsgId:
msg-21350-2000-12-06_12-58-24-467046_5_Plain_MessageAddress.msg-13:10:00(12-06
-2000)
X-Version: mailer-sender-master,v 1.84
X-Version: mailer-sender-daemon,v 1.84
Message-Recipient: benjamin.rogers@enron.com


We all have e-mail lists that include some people but not others.  We need
one master list to make sure that w/o the daily calls the information is
getting to the right people.

Marcia, could you please work to build one list that we can all copy?

Jim


FLOOR MEETING!!!!
     Open floor EB3824

 Date:   Wednesday, June 6, 2001
 Time:   9:30 AM

Speaker:  Mark Haedicke
Managing Director and General Counsel
Enron North America Corp.

Re: To discuss the Enron Wholesale Services Legal Department and also answer
any questions you may have.


APB
Badeer:  Deal 490801.01  please check pricem APB shows:  $122.45

Mallory:  Deal 490222.01  should be 50 mws  CORRECTED!

Mallory: Deal 490861.01  APB does not show deal, different broker?
Enron Sells Sempra 1/9-1/31 off peak, Sp 15  25 mws 102.00

TFS broker
deal 490644.01 TFS shows Enron Sells EES    CORRECTED!


Susan:

The tax rep is fine.  We are following up on the P/A, and Clement should
respond re:  the guaranty.  Sara


Jeff:

1.	Yes, very likely.

2.	415.421.4143

3.	I've been faced with implementing DA deals this last week.  I've heard
two marketers say that there will be no "exit fees" -- i.e., no
responsibility for utility debt or past or forward DWR costs.  Is this a
commonly held view (or fantasy) among marketers?

Evie

-----Original Message-----
From: Dasovich, Jeff [mailto:Jeff.Dasovich@ENRON.com]
Sent: Tuesday, October 16, 2001 9:32 AM
To: Evelyn Kahl
Subject: RE: Final Filing of App for Rehearing

Thanks, Evie.

1) If someone writes a decent appeal, might you folks be interested in
signing?
2) Do you have Michael's # where I can reach him tomorrow.  Sorry for
the bother.  And if you'd like to hear about what we're thinking about
regarding QFs, be happy to share it with you as well.

Be safe,
Jeff

-----Original Message-----
From: Evelyn Kahl [mailto:ek@a-klaw.com]
Sent: Tuesday, October 16, 2001 10:57 AM
To: Dasovich, Jeff
Subject: RE: Final Filing of App for Rehearing

Hi Jeff:

1.    Don't know at this point what if anything we'll do.  We haven't,
as you undoubtedly seen, taken a lead on DA issues.  We do, however,
have another case up our sleeve that would aid DA should it come to be.
More when that develops.

2.    Yes, Michael does QF work.  He typically works with the QFs who
have contracts to sell power; I work more on the consumer side with the
QFs who build primarily to self-serve.    (In other words, he looks more
a power generation, I look more at end-user issues.)  Certainly feel
free to call him.  He's in DC today at the RTO workshops, but I believe
he'll be here tomorrow.

Hope you're safe and well.

E

-----Original Message-----
From: Dasovich, Jeff [mailto:Jeff.Dasovich@ENRON.com]
Sent: Monday, October 15, 2001 4:47 PM
To: Evelyn Kahl
Subject: RE: Final Filing of App for Rehearing

Hi Evie:

Two quick things:

1) My understanding is that the PUC has denied the applications for
rehearing.  There's a group that is fixing to take it to the court of
appeals level--can't see any downside ( a) argument is that the PUC
erred in its decisionmaking--no record, no facts, no evidence, etc., and
that it needs to go back to the drawing board and get the process right
before it suspends anything--and b) the heavy-lifting was already done
getting the app. for rehrng prepared).  Seems like getting a chance to
re-argue at the PUC has alot of positives.  Were you planning on doing
anything?

2) I want to talk to Michael Alcantar about some interesting QF ideas,
but wanted to check with you first.  Frankly, I'm ignorant as to whether
that still occupies a big spot on his plate, if he represents the same
folks, etc., and thought I'd check with you first.

Hope (all things considered) you're doing well.

Best,
Jeff

**********************************************************************
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.
**********************************************************************


Location 0-413
Compnay  0741
PIN 003778


-----Original Message-----
From: 	"Dawn and Gary Wilson" <dkenne@houston.rr.com>@ENRON
Sent:	Thursday, January 03, 2002 5:48 PM
To:	 Patti Desmarais; Amanda Barnard; Becker, Lorraine; Bryon Kenne; Michelle Bythewood; Bythewood, Richard; Giron, Darron C.; donkit@tnacces.com; Garrett, Gary; Kdandgg@cs.com; loretta; mafrit@cvtv.net; Max and Bev; tina.vincent@bcminc.com; TWBailey@mail.ev1.net
Subject:	Fw: Pretty Good --

----- Original Message -----
From: <HeightsHappy@aol.com>
To: <dkenne@houston.rr.com>; <sthomas@flash.net>; <DeannaSliger@msn.com>;
<shookter@hotmail.com>; <LucieSA@worldnet.att.net>; <StylinPaulie@aol.com>;
<mreed@bluegate.com>; <robert_phillips@valic.com>; <BTexHare@aol.com>;
<mjpalma@yahoo.com>; <nancy.owens@westgroup.com>;
<mullennex@mindspring.com>; <fmoller@flash.net>; <maclew333@yahoo.com>;
<Bcmc15@aol.com>; <monak@gddcpa.com>; <jrjb@ix.netcom.com>;
<Steven_Gaeta@dell.com>; <mfisette@siebel.com>; <bertfan@hal-pc.org>;
<byte26@swbell.net>; <staceydi@msn.com>; <ricccruz@netscape.net>;
<mark_conry@peoplesoft.com>; <Michael@michaelhcollins.com>;
<polaris_tech@yahoo.com>; <Sidney_Braquet@itc.co.harris.tx.us>;
<DRBHOU@yahoo.com>; <Dandrewss@cs.com>; <gwilson@salliemaesolutions.com>;
<JC914065@aol.com>
Sent: Thursday, January 03, 2002 11:35 AM
Subject: Pretty Good --

> A man and his wife were having some problems at home and
> were giving each other the silent treatment.
>
> The next week the man realized that he would need his wife
> to wake him at 5:00 AM for an early flight to Australia.
> Not wanting to be the first to break the silence, he
> finally wrote on a piece of paper, "Please wake me at
> 5:00 AM."
>
> The next morning the man woke up, only to discover it was
> 9:00 AM, and he had missed his flight.  Furious, he was
> about to go and see why his wife hadn't gotten him when he
> noticed a piece of paper by the bed.  It said... "It is
> 5.00am, wake up!"
>
>


Allen,

Let me try again.

Vince


Yes, call Mike Neves at x33363.

	Limor Nissan/ENRON@enronXgate
	06/07/2001 04:38 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: RE: Enron Canada isda with Transalta

I can,t get in.  I need IT to look at it.  Do you know the name of the IT guy
in Houston that I can call?

thanks

Enron Global Markets
520 Madison Avenue
New York, NY 10022
Tel: 212.715.5283
Fax: 212.715.5608
E-Mail: Limor.Nissan@Enron.com

 -----Original Message-----
From:  Jones, Tana
Sent: Thursday, June 07, 2001 4:54 PM
To: Nissan, Limor
Subject: RE: Enron Canada isda with Transalta

You should have read access to our Financial Trading Agreements database
which should allow you (since you are in legal and can view the confidential
comments section) access to the comments.  We are reducing counterparty's
threshold.  Take a look, and see if you can see comments now.

	Limor Nissan/ENRON@enronXgate
	06/07/2001 03:46 PM
		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: RE: Enron Canada isda with Transalta

Which way?

Enron Global Markets
520 Madison Avenue
New York, NY 10022
Tel: 212.715.5283
Fax: 212.715.5608
E-Mail: Limor.Nissan@Enron.com

 -----Original Message-----
From:  Jones, Tana
Sent: Thursday, June 07, 2001 4:19 PM
To: Nissan, Limor
Subject: Re: Enron Canada isda with Transalta

One note.  We are currently negotiating some credit amendments to this
agreement.

	Limor Nissan/ENRON@enronXgate
	06/07/2001 03:02 PM
		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: Enron Canada isda with Transalta

Hi Tana,

The executed ISDA list says that we,ve got one b/t Enron Canada and
Transalta.  Can I get a copy of the docs faxed to me asap??

Thanks a lot,

Limor

Enron Global Markets
520 Madison Avenue
New York, NY 10022
Tel: 212.715.5283
Fax: 212.715.5608
E-Mail: Limor.Nissan@Enron.com


Ditto Palmer's comments.

Jeff Brown
09/27/99 03:20 PM
To: Richard Shapiro/HOU/EES@EES, Steven J Kean/HOU/EES@EES, James D
Steffes/HOU/EES@EES, Mark Palmer/Corp/Enron@Enron, Gary
Foster/Corp/Enron@Enron
cc:
Subject: EEI - CUBR Press Release

Attached is the draft press release prepared by EEI announcing the joint
effort with our coalition (CUBR).  I need your comments/questions/concerns by
close of business on Sept. 29.

Thanks,

Jeff


You might ask Sean or Diana.  See what they think.. I know of the schedulers  Dave and Bonnie, but I don't think they will be much help.

 -----Original Message-----
From: 	Salisbury, Holden
Sent:	Wednesday, October 10, 2001 1:42 PM
To:	Purcell, Mike
Subject:	RE: SRP deal 805316

The deal was done between Mark and Janice at SRP.  I heard him make the call.  Also, do you have any more avenues with PAC tranny like a supervisor or something.  I am not really in a position to negotiate with anyone.  They all claim that they can't change the Oasis system.

 -----Original Message-----
From: 	Purcell, Mike
Sent:	Monday, October 08, 2001 12:06 PM
To:	Salisbury, Holden
Subject:	SRP deal 805316

Holden,

SRP is comming back saying that they do not see deal 805316 on 9/12.  Can you look into this

Thanks

Mike P. Purcell
Settlements Coordinator
Volume Management-Portland
503-464-8297


Lacye,
Thank you for your note and help!  I look forward to seeing you at the walk.
mike

Lacye Brymer@ENRON
09/11/2000 07:51 AM
To: Mike McConnell/HOU/ECT@ECT
cc:
Subject: Re: Juvenile Diabetes Foundation Fund-raising

I do not know you but I work for Brian Redmond.  I am on Kathy Benedict's
team and am happy to tell you that I have already received pledges for over
$500.  I do not see this function as a competition, only as a wonderful
opportunity to help so many people fight a disease that touches too many
lives.  I have not worked for Enron for very long but I am happy to know that
we have been #1 for 5 years!!  I hope that I can help to keep it that way
again!!  I think that what you are doing is so great and I just felt like
telling you!  Hope to meet you at the walk!!

          Sincerely,
          Lacye Brymer Trevino


Just a reminder about today's meeting...It's at 2:30 p.m. in Conference Room 47C2....Hope you can make it...

Emily Sellers
Enron Transportation Services Legal
1400 Smith Street, EB4771
Houston, Tx 77001713) 853-7172
(713) 646-2738

esellers@enron.com <mailto:esellers@enron.com>


The NYISO is reserving hours beginning 17:00 and 18:00 in the February 6,
2002 Real-Time Market.

Prices in the February 7, 2002 Day-Ahead Market are correct.

This e-mail information is a copy of the official posting which can be
found at the following address of our website:
http://mis.nyiso.com/public/htm/OperMessages/CurrentOperMessages.htm#mm

---
You are currently subscribed to nyiso_tie as: benjamin.rogers@enron.com
To unsubscribe send a blank email to leave-nyiso_tie-628650Q@lyris.nyiso.com


Teco Tap       40.000 / Enron ; 50.000 / HPL IFERC

LS HPL LSK IC       2.500 / Enron


Hi Catherine,

Would it  be appropriate for me to call Karl or someone to try to get the
original docs?  I have this urge to get something off of my "to do" list, and
this looks like a good candidate.

Thanks,

Kay


Where have you heard that?  And what is it saying?

PS I don't think that "To Welsh" is a politically correct term.

Best,
Jeff

-----Original Message-----
From: Dorothy Rothrock [mailto:drothrock@cmta.net]
Sent: Wednesday, December 05, 2001 11:16 AM
To: Dasovich, Jeff
Subject: tell me it isn't true...

Jeff, Is Enron going to welch on their deals?

Call me,

Dot
916-498-3319


There continues to be confusion concerning the Premstar deals. Can you come
see me when you get in.

Chris


Thanks for your nice note.  --Sally

	From:  Stephen H Douglas                           01/19/2001 12:00 PM

To: Sally Beck/HOU/ECT@ECT
cc:
Subject: Congrats

Wonderful news of your well deserved recognition.  Congratulations!  Steve.


Hi again:

Fast response, I know.  I was sending a message to Travis when yours came in,
so I'll reply right away.  I would like to put in $35 if that is okay with
you - I'm not sure what the grand total would be.  Good luck again with nanny
search.  Glad to hear that everyone is well.  Hard to believe, but Britta, my
oldest, just had her 14th birthday last week!!  They grow so quickly and are
so precious.  Take care,

Mary

	Carol St Clair
	11/29/00 11:06 AM

		 To: Mary J Heinitz/HOU/ECT@ECT
		 cc:
		 Subject: Re: Nanny Search

Mary:
Thanks for the info and I will check with Stacy.  I am planning to return
sometime around January 8th assuming I can find someone.  I have thoroughly
enjoyed my time at home and hope that the transition back to work goes
smoothily.  I'm sure it will take me a few weeks to get back into it after
being away from it for 6 months.  Charles is doing great as is Arthur.  Look
forward to seeing you soon.  Would $25 be okay with you for Suzanne's gift?

Carol

	Mary J Heinitz
	11/28/00 05:02 PM

		 To: Carol St Clair/HOU/ECT@ECT
		 cc:
		 Subject: Re: Nanny Search

Hi Carol:

Good to hear from you again.  It is 4th quarter-as-usual around here.  Sorry
I didn't get back to you earlier about Suzanne, but yes, I am interested in
chipping in on that.  It's a great idea, and Suzanne should love it!  Let me
know how much I should contribute.  As for your nanny question, I can't help
you there.   Have you asked Stacy Dickson if she is using an agency, or
whether her sister used an agency?  They are much more recently in the market
for this.  Hope they can help you out - good luck!  I am sure it is not going
to be easy to come back.  Have you set a date for your return yet?

Mary

	Carol St Clair
	11/28/00 10:51 AM

		 To: Mary J Heinitz/HOU/ECT@ECT
		 cc:
		 Subject: Nanny Search

Mary:
I am beginning the process of looking for a nanny and was wondering if you
may know of someone or know of an agency that you trust.  We are looking for
someone to commute to our house each day.  If you do know of someone, please
let me know.  Also,  on Suzanne's gift, looks like so far it's me and Sheila
contributing.  Are you interested?

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com


Start Date: 12/14/01; HourAhead hour: 6;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2001121406.txt


Jeff -- Here's a four pager.  Give me a call when you have a moment.  Thanks
Joe
----- Forwarded by Joe Hartsoe/Corp/Enron on 04/20/2001 01:57 PM -----

	Shelley Corman/ENRON@enronXgate
	04/20/2001 12:56 PM

		 To: Joe Hartsoe/Corp/Enron@ENRON, Rob Bradley/Corp/Enron@ENRON
		 cc:
		 Subject: Reasons for Rising Gas Prices at Cal. Border


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 10/27/2000
04:48 PM ---------------------------

Rodrigo Lamas
10/24/2000 12:17 PM
To: David Port/Market Risk/Corp/Enron@ENRON, Vince J Kaminski/HOU/ECT@ECT,
Anjam Ahmad/LON/ECT@ECT
cc: Zimin Lu/HOU/ECT@ECT, Steven Leppard/LON/ECT@ECT, Oliver
Gaylard/LON/ECT@ECT, Suzanne Bain/LON/ECT@ECT, Bjorn Hagelmann/HOU/ECT@ECT
Subject: Inflation Model Review - Final Version

This morning a draft of RAC's Inflation Model Review was discussed with Anjam.

All points as presented in the draft were agreed upon.

Also, four new points were amended as suggested by Anjam:

The RPI short-term model could be improved by a combination of the
information available from the GILTS and RPI Swaps market.
Add:  "This is an issue across all Enron's econometric models." to section
PLLU and DZCV Short-term, First Point.
To implement some of the suggestions requires additional statistical and
programming resources.
Additionnal human resources with advanced econometric modelling skills are
required given the current workload of the european research team.

Please find the final version attached.

Please note that the short term solution has been to freeze the curve.

The medium to long term solution involves futher research towards a sounder
and more efficient model.
Given the current workload of the European Research Group, it is necessary to
hire a new member of staff with strong economics and econometrics background
to address this issue properly.

RAC will communicate to the Financial Trading Group and Risk Management the
actions to take as the curve will be frozen.

Thanks,

Rodrigo


Received

Vince

 -----Original Message-----
From: 	peedy@wt.net@ENRON [mailto:IMCEANOTES-peedy+40wt+2Enet+40ENRON@ENRON.com]  On Behalf Of "peedy" <peedy@wt.net>
Sent:	Friday, June 08, 2001 3:35 AM
To:	Kaminski, Vince J
Subject:	this is a test to vince.j.kaminski

this is a test to vince.j.kaminski


it is gonna be the bomb dog.  i will try to get you and celeste a ticket


During the course of their investigation, Special Agents from the Federal Bureau of Investigation will be taking documents they believe may be important for their investigation from employees' offices.  The FBI has agreed to return copies of such documents.

In addition, should you have an immediate need for a document requested by the FBI, please make a copy of the specific document and give the original to the FBI. Thank you for your cooperation.


I had a conversation with Ted Murphy and Mary Nell Browning this morning re: ECTRIC and the London process.

Ted has generated both an in and out -of-the-money list which he will forward so that Houston can review for counterparty termination accuracy.  I think that London can use our newly established processes as a template.  Ted and others will participate in the 9:30 a.m. conference call Feb. 6.

Tom and Bjorn:  Can you provide a Ted with a copy of the "Star Gas Propane, L.P." template, or if this has been replaced, a copy of the most recent template?  Also, the "Liquidation of Price Risk Management Book" template?

Alan:  Can you provide Ted and Mary Nell with a copy of the decision tree and settlement process flowchart?

If the handouts for tomorrow will be ready and incorporate the above, the handouts are all that London will need.

Thanks.  SS

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


Good afternoon,

I'm attaching for your review a revised LOI.

Thanks,

Kay


Dear Ken,

I tried to send this as a reply to both you and the Chairman of the Board but it came back. Your admin said to just mail it directly to you. I think you will be pleased (something you might need to feel right now?) at what I have to say...

 -----Original Message-----
From: 	Faircloth, Linda
Sent:	Thursday, November 01, 2001 1:20 PM
To:	'Ken Lay- Chairman of the Board@ENRON'
Subject:	RE: Daily Update
Importance:	High

This is an amazing letter and I am so happy that Mr. White stands behind us!

I was born and raised in Houston and worked in Houston through the good times and the bad. I agree wholeheartedly with his article and trust that our company is working hard to make things right. Whether I am laid off or allowed to stay this year, I will always stand behind this company!  I worked 10 years at HL&P as an electrical field engineer from 1977 to 1987--through gas lines and recessions and all kinds of internal problems. I know what it's like to feel belittled because the media makes such a ruckus about company policies that we had to paint over the HL&P bullet logo on our company cars and say that we worked for Houston Industries, not Houston Lighting and Power. Shoot, I even had to face a double-barrel shotgun because I had on a company uniform with HL&P on it!  Well, we made it through it and now HL&P is Reliant Energy, so restoration is always possible. I worked side-by-side with those committed Enron employees (most I had never met) helping to clean mud-laden homes from the tropical storm this year, and I was so proud to say to my friends that Enron allowed it's employees to be a part of the community clean-up. My daughter is a senior who volunteered her time during Earth Day festivities here and met other young, innovative people who became her new friends. I want her to keep this positive attitude about our company. I've worked for DuPont, Xerox and Baroid, MCI and Worldcom, and Lyondell and other corporate giants in the past 10 years. Not one ever offered the kind of monetary help (not to mention excellent benefits and raises) that Enron always provides.

I just want to say, Ken, keep up the good work!  I'm proud to be an Enron employee, and yes, even an EBS employee!!

Sincerely,
Linda Faircloth
Sr. Specialist
EBS - Global Network Management
desk: 713-345-4556
cell: 713-419-0170

 -----Original Message-----
From: 	Enron Announcements/Corp/Enron@ENRON   On Behalf Of Ken Lay- Chairman of the Board@ENRON
Sent:	Thursday, November 01, 2001 11:15 AM
To:	All Enron Worldwide@ENRON
Subject:	Daily Update

Today we announced another positive development in our efforts to regain shareholder and market confidence, strengthen our balance sheet and help maintain our credit rating.

We have executed a commitment letter with two of our longstanding banking partners, JPMorgan (the investment banking arm of JPMorgan Chase & Co.) and Salomon Smith Barney (the investment banking arm of Citigroup Inc.), that will provide us with additional secured credit lines worth $1 billion.  Our Northern Natural Gas Company and Transwestern Pipeline Company will support these assets.  The proceeds will be used to supplement short-term liquidity and to refinance maturing obligations.

The pipelines are not being sold.  Enron is only using these assets for this new credit line.  Secured financing like this provides an expeditious way to increase liquidity and restore confidence.  We also have the capacity to increase this facility by an additional $200 million if we bring in additional banks to participate.

This money is in addition to the $3 billion in our credit lines we accessed last week to pay off short-term commercial debt and keep more than $1 billion in cash.

I know it is discouraging to read the negative media coverage about our company.  On a positive note, there was an editorial in last Sunday's Houston Chronicle that I want you to read:  <http://www.chron.com/cs/CDA/story.hts/editorial/outlook/1107504>.  This is an extremely difficult time for everyone and I appreciate everything you do for Enron.

Don't forget to read our voice mail and e-mail transcripts covering these developments on the Enron Updates intranet site at (<http://home.enron.com/updates/>).

Thank you.


.
Phillip

I put together a spreadsheet to look at the lone liquidations we have on the
summary pages that we will be presenting today and then looking at what is
going to hit in the next month.  All the turnarounds you mentioned to me for
January did happen, but in total we booked another $4 million of expense.
This spreadsheet lists the lone liquidations from November and December
production down the far left column and ties to our current summary
schedule.  I put the new liquidations from January production on the right.
I hope this is useful to you.

Thanks,
Cathy


Now that we have a (tentative) August 27 hearing date on the AG/EES subpoena, that are several issues that need to be decided in connection with the EES subpoena:

     1.  Do we file a cross motion seeking to disqualify Lockyer and his deputy?  I think we should, and see no reason to wait.
     2.  Do we agree to a confidentiality order that allows the AG to share documents with other state AGs?  Richard, this is up to you.  We were against it, but Mike Kirby believes it could help with the litigation concerning the Dunn Committee subpoena.
     3.  Do we begin producing EES California documents before the August 27 hearing?  Mike, this is up to you.  Just let me know.

I think that's it for now.  Thanks for your help.

 -----Original Message-----
From: 	"Molland, Michael E." <MMolland@brobeck.com>@ENRON [mailto:IMCEANOTES-+22Molland+2C+20Michael+20E+2E+22+20+3CMMolland+40brobeck+2Ecom+3E+40ENRON@ENRON.com]
Sent:	Friday, July 13, 2001 6:37 PM
To:	Sanders, Richard B.; Williams, Robert C.; 'dcastro@pkns.com'; 'mlk@pkns.com'; 'sbishop@gibbs-bruns.com'; 'dcastro@pkns.com'; 'djn@pkns.com'; 'mtuohey@velaw.com'; Fergus, Gary S.
Cc:	'breasoner@gibbs-bruns.com'; 'arguedas@caclaw.net'; 'aruby@rubyschofield.com'; 'meltzerlaw@aol.com'; Smith, Amanda D.; Meringolo, Peter; Adams, Michael D.
Subject:	FW: Analysis of Potential Motion to Disqualify Attorney General: Attorney Client Privileged Communication

>  <<Memorandum re Disqualification of AG>>  Here is our initial analysis of
> the merits of a motion to disqualify Bill Lockyer from the California AG's
> investigation of the Enron entities.
>

=======================================================
This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message.

To reply to our email administrator directly, send an email to postmaster@brobeck.com
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 - 3@FRV01!.DOC << File: 3@FRV01!.DOC >>


FYI -

We will be paying back line losses to APS tomorrow @ 4C - 1 mw @ HE 6, 1 mw @ HE 11. I've gone ahead and prescheduled this payback to ensure that it gets tagged. All you have to do is make sure this makes it into the El Paso model (EPE is the source). Following are the deal and tag numbers, just in case.....

Deals - 800427/800467
Tag - 34307

Again, no need to do anything for this. Just put in in the model. And let me know if you have questions.

Kate Symes
Real Time Trading Support
Office/503-464-7744
Cell/503-819-2181
Fax/503-464-7996


Thank you


[IMAGE]	[IMAGE]	[IMAGE]	[IMAGE]
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Glad to know you have a sense of humor, Russell!  :-)

From: Russell Diamond/ENRON@enronXgate on 05/01/2001 10:27 AM
To: Stacey Richardson/HOU/ECT@ECT
cc: Stephanie Panus/NA/Enron@Enron, Tana Jones/HOU/ECT@ECT
Subject: RE: Legal out of office

Yeah, and we want to crank call you in the middle of the night.

 -----Original Message-----
From:  Richardson, Stacey
Sent: Tuesday, May 01, 2001 8:52 AM
To: Panus, Stephanie
Cc: Bowen, Bob; Adams, Laurel; Guillen, Andrea; Hunter, Larry Joe; Heaney,
Gordon; Aguayo, Janie; Bailey, Derek; Anderson, Diane; Tackett, Scott;
Cisneros, Celeste; Allen, Kimberly; Brewer, Julie; Fischer, Jason; Garcia,
Jorge; Hundl, Kimberly; Ornelas, Bianca; Murphy, Melissa Ann; Seib, Dianne;
Theriot, Kim; Bell, Jean; Cason, Sharen; Whalen, Melinda; Piwetz, Stephanie;
Rodriguez, Melissa; Williams, Tiffany; Bradford, William S.; Brackett, Debbie
R.; Rohauer, Tanya; Reves, Brant; Diamond, Russell; Campbell, Lesli; Lebrocq,
Wendi; Sacks, Edward; Espinoza, Veronica; Gonzalez, Veronica; Radous, Paul;
Williams, Jason R.; Johnson, Rudwell; Vanek, Darren; Rajaram, Aparna;
Conwell, Wendy; Curry, Ken; Moran, Tom; Mendoza, Nidia; Brown, Angela Y.;
Colbert, Marilyn; Ellstrom, Diane; Shivers, Lynn; Hare, Bill; Reeves, Leslie;
Moore, Jason; Schott, Samuel; Campos, Anthony; Rodriguez, Bernice; Neuner,
Dale; Lambert, Karen; Davis, Frank L.; Southard, Carrie; Ebow, Amber; Lees,
Lisa; Gerard, Camille; Landau, Georgi; Johnson, Cheryl; Sever, Stephanie;
Crawford, Sharon; Sietzema, Linda; Hendry, Brent; Shackleton, Sara; Taylor,
Mark; St Clair, Carol; Bailey, Susan; Cook, Mary; Jones, Tana; Leite,
Francisco Pinto; Nelson, Cheryl; Sayre, Frank; Koehler, Anne; Davis, Angela;
Keiser, Holly
Subject: Re: Legal out of office

Do you guys have a pager number or contact in case there is a critical issue
(such as EOL-related)?  My group would appreciate knowing that there is
SOMEONE we could talk to if an issue arises.

Stephanie Panus@ENRON on 05/01/2001 08:42:47 AM
To: Bob Bowen/HOU/ECT@ECT, Laurel Adams/HOU/ECT@ECT, Andrea R
Guillen/HOU/ECT@ECT, Larry Joe Hunter/HOU/ECT@ECT, Gordon
Heaney/Enron@EnronXGate, Janie Aguayo/HOU/ECT@ECT, Derek
Bailey/Corp/Enron@ENRON, Diane Anderson/NA/Enron@Enron, Scott
Tackett/Enron@EnronXGate, Celeste Cisneros/Enron@EnronXGate, Kimberly
Allen/ENRON@enronxgate, Julie Brewer/NA/Enron@Enron, Jason
Fischer/NA/Enron@Enron, Jorge A Garcia/NA/Enron@Enron, Kimberly
Hundl/Corp/Enron@Enron, Bianca Ornelas/NA/Enron@Enron, Melissa Ann
Murphy/HOU/ECT@ECT, Dianne Seib/CAL/ECT@ECT, Kim S Theriot/HOU/ECT@ECT, Jean
Bell/HOU/ECT@ECT, Sharen Cason/HOU/ECT@ECT, Melinda Whalen/CAL/ECT@ECT,
Stephanie Piwetz/HOU/ECT@ECT, Melissa Rodriguez/HOU/ECT@ECT, Tiffany
Williams/NA/Enron@Enron, William S Bradford/Enron@EnronXGate, Debbie R
Brackett/Enron@EnronXGate, Tanya Rohauer/Enron@EnronXGate, Brant
Reves/Enron@EnronXGate, Russell Diamond/Enron@EnronXGate, Lesli
Campbell/Enron@EnronXGate, Wendi LeBrocq/Enron@EnronXGate, Edward
Sacks/Enron@EnronXGate, Veronica Espinoza/Enron@EnronXGate, Veronica
Gonzalez/Enron@EnronXGate, Paul Radous/Enron@EnronXGate, Jason R
Williams/Enron@EnronXGate, Rudwell Johnson/Enron@EnronXGate, Darren
Vanek/Enron@EnronXGate, Aparna Rajaram/Enron@EnronXGate, Wendy
Conwell/Enron@EnronXGate, Ken Curry/Enron@EnronXGate, Tom
Moran/Enron@EnronXGate, Nidia Mendoza/Enron@EnronXGate, Angela Y
Brown/Enron@EnronXGate, Marilyn Colbert/HOU/ECT@ECT, Diane
Ellstrom/Enron@EnronXGate, Lynn E Shivers/LON/ECT@ECT, Bill D
Hare/HOU/ECT@ect, Leslie Reeves/HOU/ECT@ECT, Jason Moore/HOU/ECT@ECT, Samuel
Schott/HOU/ECT@ECT, Anthony Campos/HOU/ECT@ECT, Bernice
Rodriguez/HOU/ECT@ECT, Dale Neuner/Enron@EnronXGate, Karen
Lambert/HOU/ECT@ECT, Frank L Davis/Enron@EnronXGate, Carrie
Southard/LON/ECT@ECT, Amber Ebow/HOU/ECT@ECT, Stacey Richardson/HOU/ECT@ECT,
Lisa Lees/Enron@EnronXGate, Camille Gerard/Corp/Enron@ENRON, Georgi
Landau/NA/Enron@ENRON, Cheryl Johnson/Corp/Enron@Enron, Stephanie
Sever/Enron@EnronXGate, Sharon Crawford/CAL/ECT@ECT, Linda
Sietzema/CAL/ECT@ECT
cc: Brent Hendry/NA/Enron@Enron, Sara Shackleton/HOU/ECT@ECT, Mark
Taylor/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT,
Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Francisco Pinto
Leite/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Cheryl Nelson/NA/Enron@Enron,
Frank Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Anne C Koehler/HOU/ECT@ECT,
Angela Davis/NA/Enron@Enron, Holly Keiser/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Legal out of office

FYI -

The legal team will be out of town at the Enron Corp. Legal Conference
beginning at 12:00 noon on Wednesday, May 2 through Friday, May 4.  We will
return to the office on Monday, May 7.


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Sarah-Joy,
Here is an update per your request.

Per our conversation yesterday, you had noted that John Pattillo would be
getting back to you with his decision as to how he would approach FEDEX with
an Enron counteroffer.   Any news on this?

I spoke to John briefly this morning.  Fed-Ex (Memphis) has not been in
contact with our legal all last week.  John supports our move today to begin
moving business to UPS.  I have left a message to Carmen to call me ASAP.  My
message is to inform her of our movement of significant corporate office
business beginning today. I have every expecation that Carmen will call me
back this afternoon.  Since the discussions aren't happening, I doubt that we
will be flying to Memphis, but I'll advise of any changes as they occur.

Also, thanks for leaving voicemail/e-mail messages to keep me in the loop
regarding:

a) John Pattillo's decision 12/14;
b) Carmen's feedback by close of business Monday 12/18
c) what you finally decide to do before leaving for the holidays 12/22
d) if you follow up on George Wasaff's offer to fly to Memphis next week if
necessary
and e) if you need to pull back on Enron's contracts with Fedex.

	Sarah-joy Hunter/ENRON@enronXgate
	12/18/2000 08:42 AM

		 To: John Will/NA/Enron@ENRON
		 cc: Jennifer Medcalf/NA/Enron@Enron
		 Subject: FW: Fedex

John:

Since this message Friday at noon, have you heard anything back from John
Pattillo?  Please send e-mail updates this week to both me and Jennifer
Medcalf on points a) through e) noted below.

Thanks.

Sarah-Joy

 -----Original Message-----
From:  Will, John
Sent: Friday, December 15, 2000 12:44 PM
To: Hunter, Sarah-joy
Subject: Re: Fedex

Sarah-Joy,
No news from John Patillo yet.

jw

	Sarah-joy Hunter/ENRON@enronXgate 12/15/00 10:17 AM 	   To: John
Will/NA/Enron@ENRON  cc:   Subject: Fedex

John:

Good Morning!

Per our conversation yesterday, you had noted that John Pattillo would be
getting back to you with his decision as to how he would approach FEDEX with
an Enron counteroffer.   Any news on this?

Also, thanks for leaving voicemail/e-mail messages to keep me in the loop
regarding:

a) John Pattillo's decision 12/14;
b) Carmen's feedback by close of business Monday 12/18
c) what you finally decide to do before leaving for the holidays 12/22
d) if you follow up on George Wasaff's offer to fly to Memphis next week if
necessary
and e) if you need to pull back on Enron's contracts with Fedex.

Appreciate it.

Sarah-Joy


Jeff should do Navarro
>---- Original Message ---
>From: Nancy Sellers <Nancy.Sellers@RobertMondavi.com>
>To: Cameron <cameron@perfect.com>, Jeff Dasovich
<Jeff_Dasovich@enron.com>,     "Prentice @ Berkeley"
<PSellers@haas.berkeley.edu>,     Prentice Sellers
<PSellers@pacbell.net>,     Scott Laughlin <scottwl@hotmail.com>
>Cc:
>Subject: Wine tasting
>
>For our wine tasting at the dome, I am assuming that Cameron and Scott will
>want to do Byron Pinot and Byron Chard.  I will probably do RMW.  Jeff and
>PP - do you have any ideas or requests that I could help you with?
>
>
>Nancy
>(707) 251-4870 (phone)
>(707) 265-5446 (fax)
>"Plus je bois, mieux je chante"
>
>
>
>


FYI...
---------------------- Forwarded by Michelle Lokay/ET&S/Enron on 12/04/2000
01:51 PM ---------------------------

Perry Frazier
12/04/2000 09:47 AM
To: Michelle Lokay/ET&S/Enron@Enron
cc:

Subject: EOG Pronghorn

Michelle:

The intial agreement Bob presented to EOG was for $10,000, this was to cover
the cost to refurbishing the existing 6" tap.  The work order was generated
with this amount so that the R-O-W folks would intiate a Landowner
notification letter ASAP.  EOG estimated a 5 - 15 mmcfd volume and they were
to supply all materials to re-activate this point.   A scope change was
intiated and we were to supply the EFM for their meter tube,  a verbal cost
estimate to Bob in the amount of $35,000 was relayed.  A third scope change
raised the volume estimate to over 20 mmcfd, which normally means we install
additional instrumentation.  Operations at this time insisted we add the
needed equipment to the work order.  The E&C folks then put out the tighter
cost estimate of $422,000.  This included the following cost revisions:

 Chromatograph     $55,000
 H2O Monitor     $10,000
 H2S Monitor     $35,000
 EFM      $35,000
 Flow control     $34,000
 Positive shut-in     $22,000
 Flow bypass     $12,000
 Engi. CSUP, Contig.  $120,000
 Tax Gross-up   $100,000
  Total   $423,000

Call me if you have any questions, PT 3-0667.


Visionary's one thing, but, oy, the talent.  Talk about the talent!


Steve and/or Rhett:
We are trying to finalize an ISDA with the above counterparty which is  a
Bermuda company.  They made 1 tax comment to our Schedule.  Currently, they
rep to us that Each payment received or to be received by them in connect
with the Master Agreement will not be effectively connected with its conduct
of a trade or business in the US.  They want to add the following to this rep:

Each payment to be received by it in connection with the Master Agreement
will be either foreign source income under the Code or portfolio interest
within the meaning of Section 881(c) of the Code or gain derived from the
cash settlement of an option.

Is this okay?  As my days are numbered here if there is any way that I could
get some feedback on this this week that would be great so that at least I
can respond to them.  Thanks.

Carol


Please send an estimate of time and description of the topic to Rebecca.
----- Forwarded by Steven J Kean/NA/Enron on 11/30/2000 08:49 AM -----

	Rebecca Carter
	Sent by: Kelly Johnson
	11/21/2000 09:24 AM

		 To: James M Bannantine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Cliff
Baxter/HOU/ECT@ECT, Sanjay Bhatnagar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Rick Buy/HOU/ECT@ECT, Richard Causey/Corp/Enron@ENRON, Diomedes
Christodoulou/SA/Enron@Enron, David W Delainey/HOU/ECT@ECT, James
Derrick/Corp/Enron@ENRON, Andrew S Fastow/HOU/ECT@ECT, peggy_fowler@pgn.com,
Mark Frevert/NA/Enron@Enron, Ben F Glisan/HOU/ECT@ECT, Kevin Hannon/Enron
Communications@Enron Communications, David
Haug/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Stanley Horton/Corp/Enron@Enron,
Larry L Izzo/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Steven J
Kean/NA/Enron@Enron, Mark Koenig/Corp/Enron@ENRON, Mike
McConnell/HOU/ECT@ECT, Rebecca McDonald/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Jeffrey McMahon/HOU/ECT@ECT, Mark Metts/NA/Enron@Enron, Cindy
Olson/Corp/Enron@ENRON, Karen S Owens@ees@EES, Ken Rice/Enron
Communications@Enron Communications, Jeffrey Sherrick/Corp/Enron@ENRON, John
Sherriff/LON/ECT@ECT, Jeff Skilling/Corp/Enron@ENRON, Greg
Whalley/HOU/ECT@ECT, Thomas E White/HOU/EES@EES, Philippe A Bibi/HOU/ECT@ECT,
Raymond Bowen/HOU/ECT@ECT, Michael R Brown/LON/ECT@ECT, Wade
Cline/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, James A
Hughes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John J Lavorato/Corp/Enron@Enron,
Jeffrey A Shankman/HOU/ECT@ECT, Jeremy Blachman/HOU/EES@EES, Harold G
Buchanan/HOU/EES@EES, Dan Leff/HOU/EES@EES, Mark S Muller/HOU/EES@EES,
Matthew Scrimshaw/LON/ECT@ECT, Marty Sunde/HOU/EES@EES, David Cox/Enron
Communications@Enron Communications, Steve Elliott/Enron Communications@Enron
Communications, Jim Fallon/Enron Communications@Enron Communications, Rod
Hayslett/FGT/Enron@ENRON, Danny McCarty/ET&S/Enron@Enron
		 cc: Brenda Castillo/NA/Enron@Enron, Marcia Manarin/SA/Enron@Enron, Susan
Skarness/HOU/ECT@ECT, Stacy Guidroz/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Beena Pradhan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Karen K
Heathman/HOU/ECT@ECT, Sharron Westbrook/Corp/Enron@ENRON, Rosane
Fabozzi/SA/Enron@Enron, Molly Bobrow/NA/Enron@Enron, Kay Chapman/HOU/ECT@ECT,
Stephanie Harris/Corp/Enron@ENRON, Bridget Maronge/HOU/ECT@ECT,
mary_trosper@pgn.com, Nicki Daw/NA/Enron@Enron, Carol Ann Brown/Enron
Communications@Enron Communications, Elaine
Rodriguez/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Cindy Stark/Corp/Enron@ENRON,
Mary E Garza/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Maureen
McVicker/NA/Enron@Enron, Joannie Williamson/Corp/Enron@ENRON, Cathy
Phillips/HOU/ECT@ECT, Loretta Brelsford/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Sue Ford/HOU/ECT@ECT, Dolores Fisher/NA/Enron@Enron, Bobbie
Power/Corp/Enron@ENRON, Karen Owens/HOU/EES@EES, Dorothy Dalton/Enron
Communications@Enron Communications, Christina Grow/Corp/Enron@ENRON, Lauren
Urquhart/LON/ECT@ECT, Sherri Sera/Corp/Enron@ENRON, Liz M Taylor/HOU/ECT@ECT,
Judy G Smith/HOU/EES@EES, Inez Dauterive/HOU/ECT@ECT, Veronica
Valdez/HOU/ECT@ECT, Teresa Wright/HR/Corp/Enron@ENRON, Mary
Joyce/HR/Corp/Enron@ENRON, Pam Butler/HR/Corp/Enron@ENRON, Stephanie
McGinnis/HOU/ECT@ECT, Greg Blair/Corp/Enron@Enron, Jeff Donahue/HOU/ECT@ECT,
William Keeney/HOU/ECT@ECT, Janet R Dietrich/HOU/ECT@ECT, Peggy
McCurley/HOU/ECT@ECT, Marsha Schiller/HOU/ECT@ECT, Fiona Stewart/LON/ECT@ECT,
Jana L Paxton/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mrudula
Gadade/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Connie
Blackwood/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Tammie Schoppe/HOU/ECT@ECT,
Kimberly Hillis/HOU/ECT@ect, Jennifer Burns/HOU/ECT@ECT, Sharon
Dick/HOU/EES@EES, Beverly Aden/HOU/EES@EES, Kathy Dodgen/HOU/EES@EES, Kathryn
Greer/HOU/EES@EES, Carol Moffett/HOU/EES@EES, Jennifer T Adams/HOU/EES@EES,
Leah Rijo/Enron Communications@Enron Communications, Lucy Marshall/Enron
Communications@Enron Communications, Kathy Campos/GPGFIN/Enron@ENRON, Julie
Armstrong/Corp/Enron@ENRON, Mary Joyce/HR/Corp/Enron@ENRON, Pam
Butler/HR/Corp/Enron@ENRON, Stephanie McGinnis/HOU/ECT@ECT, Greg
Blair/Corp/Enron@Enron, Jeff Donahue/HOU/ECT@ECT, William Keeney/HOU/ECT@ECT,
Janet R Dietrich/HOU/ECT@ECT
		 Subject: Board of Directors Meeting - December 12th


good point.  if you'd like to include it in this draft, i'm fine with
that---we certainly have been very vocal about the need to reform it.
alternatively, we could discuss with the larger group tomorrow whether we
weigh in heavily and if so what our exact message ought to be.  either way
works for me, just let me know.


Yan,

Please make the PGE daily report (#26) available on your website.  Thanks.

Mat