I'm not particularly wild about many of the changes proposed by GE.   Seems 
that it would be a good idea to get a consensus on how to respond.   Here are 
the issues I see:

Indemnity issues:
They should indemnify us from claims by their employees/subcontractors. 
Indemnity should be triggered by strict liability as well as negligence. 
What is a cognizant government?   

Limit of liability issues:
They want to limit their indemnity obligation to 100% of purchase price.   
They want the limit of liability to apply to gross negligence, if possible. 
They don't want to clarify that they have to indemnify us for another party's 
claim for consequentials (as in a personal injury claim). 

We've don't have anything concrete on assignment yet. 

Comments? 

Sheila has asked that we change Wednesday's call to 1100 Central, or 100 
Central if 1100 doesn't work.   Is this a problem? 

Kay


They should have to 
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/11/2000 04:07 
PM ---------------------------


michael.barnas@ps.ge.com on 09/07/2000 07:46:07 PM
To: stephen.swift@ps.ge.com, Sheila.Tweed.@enron.com, 
Roseann.Engeldorf@enron.com, Kay.Mann@enron.com, Scott.Dieball@enron.com, 
Martin.W.Penkwitz@enron.com
cc: kent.shoemaker@ae.ge.com 

Subject: GE Language


Folks,

Having conferred at last with my colleagues, I can now forward to you our
draft language for the Indemnity and LOL clauses.   As Steve mentioned in his
earlier message, he has suggested some issues to discuss which could bring
us closer to resolution on that issue.   Please let me know if you have any
question! 

Best regards,



 Mike
g _____________
Michael C. Barnas
Counsel, Power Plants Commercial Operations
GE Power Systems
One River Road - Building 37, Room 307
Schenectady,  NY 12345  USA
Phone 8*235-7602       (518) 385 7602
Fax     8*235 5466        (518) 385 5466
Mobile 518 369 9538






 - MajorClausesGE01.doc