David,  As we discussed, Mark Haedicke and I discussed the possibility of providing  Kevin McConville with some sort of indemnity in order to make sure that he  remains available and cooperative during the pendency of the NSM case and  other litigation matters.
We could agree to enter into a Consulting Services Agreement with Kevin.
The  terms of that Agreement would include:  1.
He agrees to be available and cooperative with Enron and its counsel  regarding litigation matters.
He will agree to meet with counsel, prepare  for testimony, review documents, testify, and provide other assistance, as  needed.
2.
Through February 1, 2001, Kevin would not be directly compensated for this  cooperation/testimony (because he is to be receiving his salary pursuant to  the terms of his employment agreement).
After Feb.1, 2001, he will be paid a  rate of $125 per hour for his services in this regard.
3.
Enron would agree to indemnify Kevin for his conduct taken in the ordinary  course and scope of his employment with Enron, up to the last date of his  employment with Enron.
Excluded from this indemnity would be allegations or  claims based upon the following:

Confidential re: McConville--Indemnity
David, As we discussed, Mark Haedicke and I discussed the possibility of providing Kevin McConville with some sort of indemnity in order to make sure that he remains available and cooperative during the pendency of the NSM case and other litigation matters.
We could agree to enter into a Consulting Services Agreement with Kevin.
The terms of that Agreement would include: <NUMBER>.
He agrees to be available and cooperative with <COMPANY> and its counsel regarding litigation matters.
He will agree to meet with counsel, prepare for testimony, review documents, testify, and provide other assistance, as needed.
<NUMBER>.
Through February <NUMBER>, <NUMBER>, Kevin would not be directly compensated for this cooperation/testimony (because he is to be receiving his salary pursuant to the terms of his employment agreement).
After Feb.0, <NUMBER>, he will be paid a rate of <CUR><NUMBER> per hour for his services in this regard.
<NUMBER>.
<COMPANY> would agree to indemnify Kevin for his conduct taken in the ordinary course and scope of his employment with <COMPANY>, up to the last date of his employment with <COMPANY>.
Excluded from this indemnity would be allegations or claims based upon the following:
ordinary agree meet enter consulting services salary pursuant terms david discussed mark providing kevin mcconville sure remains available nsm case litigation review documents