U.S. Department of Justice

					   Enron Task Force


					   Washing:o.. D.C. 20005


					   September 10,2003

     James E. Johnson, Esq.
     Morrison & Foerster LLP
     1290 Avenue of the Americas
     New York, NY 10104
	   Re:    Wes Coiwell

     Dear Mi. Johnson:

	   This sets for the agreement between your client, Wes Coiwell, and the Department of
     Justice, by the Enron Task Force (the "Department").
	   1.     The Department agrees, except as provided in Paragraphs Three and Four below,
     that it will not prosecute Mr. Coiwell for (a) violating, conspiring to violate, or aiding and
     abetting violations of the federal securities laws, or other applicable criminal laws during the
     course of his employment at Enron; or (b) false statements and/or obstruction of justice during
     his November 14,2002 and July 31,2003 meetings with the Department, his January 9,2002
     meeting with representatives of Enron's Board of Directors, or his June 2,2002 meeting with
     staff of the Permanent Subcommittee on Investigations of the United States Senate.

	   2.     Mr. Coiwell agrees to cooperate completely and truthfully with the Department.
~    That cooperation shall include the following:
I.

	   (a)    Mr. Coiwell will make himself available for interview by the Department or any
		  other law enforcement officers or agency specified by the Department, including
		  the United State~S~ciiritjes and Exchange Commission (the "SEC") upon request
		  and reasonable no1i~e;

	   (b)    Mr. Coiwell will respond completely and truthfully to any and all questions put to
		  him by the Department or by any agency specified by the Department, and will
		  disclose all criminal conduct about which he has knowledge;





     (c)    Mr. Coiwell will not withhold any information or attempt to protect any person by
	    providing false information or by failing to reveal information. Be will not falsely
	    implicate any person;

     (d)    Mr. Coiwell will ijimish to the Department or any agency specified by the
	    Department any documents or other records in his custody, possession or control,
	    other than documents or records that are protected from production to the
	    government by the attorney-client privilege, the attorney work product protection,
	    or the terms of any joint defense agreement or agreement that another party would
	    retain exclusive custody of the document or record; and

     (e)    Mr. Coiwell will testify completely and truthfully if and when asked to do so,
	    whether before a grand jury, at any hearing, trial, orin any other proceeding at
	    which he is requested to testify by the Department.

     3..    If Mr. Colwell provides false or misleading testimony or information, fails to
disclose all criminal conduct of which he is aware, or otherwise violates any term of this
agreement, then this agreement shall be null and void. Thereafter, the Department shall be
released from its agreement in Paragraph One above, and may prosecute Mr. Colwell for any
federal criminal violation of which it has knowledge, including but not limited to the violations
described in Paragraph One.

     4.     If Mr. CoIwell is prosecuted after failing to comply with the terms of this
Agreement, he understands and agrees that:

     (a)    Any statements, testimony, or other information he has provided to the
	    Department, or to any law enforcement or other government agency, whether or
	    not pursuant to the terms of this agreement, may be used against him in any way
	    without limitation for any purpose in any proceeding;

     (b)    Mr. Colwell waives any and all claims that he may have under the United States
	    Constitution, Rule 1 l(e)(6) of the Federal Rules of Criminal Procedure, Rule 408
	    or Rule 410 of the Federal Rules of Evidence, or any other federal statute or rule,
	    to suppress or restrict use of his statements, or any leads derived from those
	    statements; and

     (c)    Mr. Coiwell waive&,any defense to any prosecution that is barred by the statute of
	    limitations, if the limitations period has run between the date of this agreement
	    and the date of any indictment against him.


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	 5.    This agreement contains all of the promises and agreements between the
    Department and Mr. Coiwell, and no additional agreements shall be reached except in writing by
    both parties.

	 6.    This agreement binds only the Department and does not bind any other federal,
    state or local agency, including but not limited to the SEC and the Internal Revenue Service.


					    Very truly yours,

					    LESLIE R. CALD WELL
					    Director
				       By:  ~

					    Samuel W. Buell
					    Special Attorney

    Accepted and agreed to:


    ____________                    65


    WES COLWELL                ate


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