Enron Business Challenges EnronOnline has generated tremendous business value for Enron Maintaining liquidity is critical to sustaining value contribution Challenges to liquidity exist:  Lack of data integration causes trading bottleneck  Emergence of other exchanges gives CPs options Enron must mitigate these forces to keep market position Enron is looking to leverage existing assets to drive additional business value 2

Enron Business Objectives To achieve its business objectives... ‘Stickiness’ of Counterparties to EOL ROI on EOL platform... Enron needs a service which...  Is independent from Enron  Is Enron certified  Is high quality  Is technically reliable and scalable  Removes internal IT burden CPs generate  Has business-driven credibility  Limits Enron’s liability  Has brand recognition... And a partner who can deliver fast! 3

Guiding Principles:  Thinking holistically for the long-term  Starting immediately and starting SMART  Striking a balance between CP service and Enron ROI  Generating a marketplace win for Enron with their counterparties  Positioning EOL for long term market leadership and sustainability (EOL is industry standard) Our Response 4

Potential NewCo All Counterparties Multiple Services Multiple Offerings 1 Think Big 2 Design and Build Initial Integration Service Offering Market Testing All business transactions and 3 integration standards 5 initial Counterparties targeted for service Jumpstart assets Scalable MS and TIBCO architecture Robust ISP capabilities Scalable Accenture and TIBCO support staff One Size doesn’t fit all offerings (S, M, L) 3 Scale Fast Start Smart 5

Our Response - Start Smart We believe this is best achieved with an Integration Offering that is Accenture Branded, TIBCO Powered, Enron Inside... Establish LLC Transfer assets below to LLC  Exclusive license to EnronOnline transaction data  API and connectivity to EnronOnline  Utilization of EnronOnline brand  Support and Maintenance contract with EnronOnline Perform comprehensive Market Analysis to determine CP requirements, services, price points, etc. Target First 5 Counterparties for Service Sign-up Design Transaction Support Hub  Jumpstart with Accenture ‘Sense and Respond’ Architecture  Utilize existing EOL standards  Utilize TIBCO integration framework  Customize for EOL transactions and CP integration standards Enron, 3/ Enron, 3/15 – 31 Accenture, TIBCO, 3/27 – 5/1 Enron, Accenture, TIBCO, 5/1 Accenture, TIBCO, 3/27 – 5/1 6

Our Response - Start Smart Go No-Go Decision Finalize and Complete Deal Enable Transaction Support Hub Service  Build asset  Mobilize facilities, infrastructure, ISP, ASP  Finalize contracts, service levels, and costs  Pilot, Security, and Integration Testing... Certification? Convert CPs and deliver Service Offerings to Market  Service Connection (TSH)  Data Routing and Translation – Small, Medium, and Large “flavors” (TSH)  Enterprise Integration (CP Specific) Refine model... Go-to-Market full scale... Continue adding CPs... Evaluate new services Enron, Accenture, TIBCO, 5/1 Enron, Accenture, TIBCO, 5/1 – 6/1 Accenture, TIBCO, 5/1 – 6/1 Accenture, TIBCO, 6/1 – 7/1 Enron, Accenture, TIBCO, Ongoing 7

. Enron Corp. Deal Structure - Costs Integration Service Offering Accenture Branded Enron Inside TIBCO Powered Strategic CP1 Emerging CP2 Small CP3 Data API EOL Brand EOL Support LLC Data License Integration Feed Service Fee People & Skills Processes and MethodsInfrastructure FacilitiesSoftware Sense & RespondMarketing and Business Development TIBCO Brand Accenture Brand 8

Deal Structure – Costs We estimate the Design and Build costs for the TSH to consist of the following... 9

... With the following assumptions... TSH Integration Technical Architecture: EOL will manage the data to the doorstep of TSH TSH will manage the counterparty-specific data to the doorstep of the counterparty TSH is initially connected to only one marketplace, EOL TSH initially processes post-transaction data only TSH initially designed to handle 5 counterparties Deal Structure – Costs 10

Strategic Customer: 33 companies X% participation 3000 $Y Cross-company business process Back office integration Multi transaction types Real-time data flow Emerging Customer: 30 companies X% participation 2200 $Y Multi transaction types Multi integration standards Transaction scheduling Event driven Small Customer: 500 companies X% participation 1600 $Y Ease of use Limited transactions On-demand File sharing TSH XML EDI EOL Standard Deal Structure - Revenues 11

Deal Structure – Business Case 12

Deal dependent on mutually acceptable Due Diligence and Market Analysis Final contractual terms, including respective liabilities, to be determined after successful Due Diligence Accenture and TIBCO contribute assets and investments for build-out; Enron contributes EOL data Accenture and TIBCO run and maintain TSH 5 year Data License to Enron = X% TSH revenues Total Contract to Enron worth $5M Book Value upfront 5 year upside of ~$20M to Enron per business case Significant upside if TSH grows above base case Revenue stream per agreed 5 year payment schedule for first $5M and per TSH revenue flow thereafter Proposed Deal Structure and Components 13

Approach Pros Retaining Counterparties EOL Return on Investment Limited Liability Marketplace Independence IT Buffer Differentiated Delivery Partner No NewCo start-up expense (employees, infrastructure, etc.) No legal issues No intellectual property issues No branding issues Achieves all Enron business objectives... Without the barriers... 14