Agenda  The EnronExec Concept  Value Proposition  The Enron Advantage  Target Markets  Market Parameters  Client Profile  Fee Structure  Hurdles to Success  Risks  Business Plan Status and Present Opportunity  Project Conquistador  Requested Management Support

The Concept  The Vision Develop an external commercial application utilizing the management experience and executive abilities of the Special Assets team. Monetize Enron’s name and reputation without committing invested capital.  The Vehicle EnronExec offers clients access to the executive management capabilities and brainpower of Enron. EnronExec can supplement an existing management team and/or establish additional executive functions within the client organization at a fraction of the cost of recruiting and attracting experienced staffing of comparable abilities. EnronExec puts the client in a position to leverage its existing assets and opportunities while the client retains ownership and control of its business.

The Concept (cont’d)  The Product EnronExec provides the same level of executive talent, staffing, resources and relationships that are available to the senior executives of Enron and its subsidiaries. Capabilities include strategy and planning; mergers, acquisitions and divestitures; management of market and business risk; financial structuring; investment analysis; business development; corporate services; reorganizations and restructuring, etc. EnronExec creates, implements and stewards; the perspective is internal and focuses on execution. Traditional consultants analyze, report and recommend; the perspective is external and focuses on advice.

The Value Proposition  Creation of a new source of value from the Enron name and reputation for innovation and excellence  Use of existing expertise and executive talent in Special Assets; use of existing Enron internal and external resources  Low-cost startup in feasibility phase  No investment capital required or employed  A fee-based financial opportunity for Enron  Cash recovery of personnel time expense and out-of-pocket costs  Significant upside through no-basis equity participation in attractive companies and projects  Portal to potential synergies and additional new business opportunities

The Enron Advantage  Exploitation of intangibles unique to Enron creates a product niche and formidable barriers to entry in a new market An entrepreneurial large company The most innovative company Application of successful business model: risk management Project/business credit enhancement by virtue of Enron association Size and sophistication to deal from strength with leaders of any industry Instant credibility to clients through Enron association

The Enron Advantage (cont’d)  Engagement structure results in absolute alignment of interests—no separate agenda No capital constraints or external return requirements No incentives for transaction “churning” No elegant theory over pragmatic accomplishment No predefined solutions to client-specific situations A compensation structure that mirrors best practices incentive- based executive compensation

Target Markets  Developing Businesses: Opportunity based on opening doors Small to medium-sized companies poised to move to the next level of opportunity and growth  Turnaround and Distressed Situations: Opportunity based on financial crisis Creating options at the time companies are most vulnerable to exploitation and rapid value erosion  Project Development: Opportunity based upon complexity and need for credibility Ability to participate in each stage from strategy, research, definition, evaluation, technical support, contractual negotiation and project management to bring project from concept to implementation and operation  Executive Services: Opportunity based upon successful track record Tailored engagements that respond specifically to client objectives and opportunities to maximize value

Client Profile  Opportunity with a High Probability of Success  Inadequate Resources to Take Concept to Next Level  Strong Management Team  Special Niche in Chosen Industry  Innovative

Fee Structure  Level I Prescreening stage, business/project still in concept or idea stage Services – Concept development and screen for ability to progress to Level II Time Based Fees  Level II Existing business, cash flowing but in need of further development and/or access to capital Services – Capital Sourcing, Implementation and Execution Time Based Fees, Expense Reimbursement, Retainer, Success Fee, Equity Participation

Hurdles to Success  Establishing Deal Flow  Product Differentiation  Concluding Strategic Alliances with Key Capital and Other External Service Providers  Staffing  Selective Criteria for Engagements

Risks Potential Financial Liabilities  The Legal Solution Separate corporate identity; terms and conditions of engagement contracts  The Risk Transfer Solution E & O type insurance products  The Commercial Solution Discriminating selection of clients and evaluation of specific engagement circumstances Adverse Perceptions and/or Impact on Enron Reputation from Lack of Success

 Expect Final Business Plan by 3Q01  Initial Goal Generate 6-8 Leads; Engage 3 by Year End  Current Status 7-9 Relationships Representing Leads Presented in 2Q01; 5 Confidentiality Agreements  Next Steps to Meet our Goal Define and Implement Screening Process Establish and Approve Marketing Budget Create Deal Tracking System Identify and Obtain Needed Resources Establish Financial Goals Business Plan Status & Present Opportunity

Project Conquistador Opportunities Located in Spain Brought to EnronExec  Real Estate To provide marketing product to Land Owners/Developers of Resort location Timing – 1-2 months Fee based  INFO - Instituto de Fomento de la Region de Murcia Feasibility Study Timing – 2-3 months $100 – 150M in fees, Equity Participation and Expenses Resource for additional opportunities  Pulp/Paper Capital Sourcing Timing – possibly immediate Equity participation and Fees  SEPI - Sociedad Estatal de Participaciones Industriales Spain’s equivalent to State owned holding and business development company Resource for additional opportunities.

Requested Management Support  Establish Enron Executive Services (EnronExec) as a separate company  Special Assets Management Team to be Officers of EnronExec  Proceed to Evaluate Project Conquistador Opportunities  Proceed to Develop Business Plan Further  Special Assets Personnel Time Assigned to EnronExec (Included in 2001 Plan)  Access Enron Resources as Appropriate