1. Attached are recommendations on several outstanding items: TabItem Committee Assignments ANotes from offsite BRecommendations - - Charter and membership CBack up information - - ratings for VPs and MDs (the group drawn on for committee assignments); DBack up information - - top ranked VPs who are graduates of the analyst/associate program (possible “executive director for the Analyst/Associate program); yellow highlighting indicates promotion to MD

2. Tab A Notes from Offsite Committee Chair# People VP PRCDelainey24 A/A PRCHorton20 A/A ProgramDelainey/Sherriff-- AcceleratorPai/Whalley/Rice5 Cost ReductionHannon5 Retail/Wholesale CoordinationPai/Frevert5 Corp. ResponsibilityKimberly-- ROIC/Balance SheetFastow-- CompensationSkilling8 One EnronKean5 Culture (V&V/Diversity)Lay-- 72

3. Tab B Recommendations Committee chairs and membership - Recommendation based on assignments made at offsite, except  recommend one chairman, Frevert, for EBS/EES/EWS coordination committee, and one chairman, Sherriff, for A/A Program Committee  eliminate “Accelerator” committee as a result of recent organization change  added names to VP PRC to ensure business unit and geographic coverage -Committee membership based on performance level (i.e. “Superior” or “Excellent” MDs and VPs) and knowledge of topic (e.g. not every “Superior” performer has a committee assignment but an “Excellent” VP, Mary Joyce, is proposed for the Compensation Committee because of her expertise on the topic). Ground rules for committees. -Obligation to participate – All members obliged to actively participate in decision-making process. -Obligation to decide – Committees must establish processes and timetables for resolution of issues. -Obligation to act – Once a decision is made, members must “stack hands” and follow through on decision -Coherent decisions – Where there is disagreement on the right answer, choice should be made from among coherent, internally consistent alternatives (not compromises or amalgamations of competing views). -Deference – Corporate Policy Committee should conduct any review with substantial deference to the committee decision (like the deference shown to the VP PRC results). Next steps -Convene Corporate Policy Committee meeting to review committee assignments and Charters (before the currently scheduled March meeting). -Launch committees. Let them determine further staffing and refinements to Charter.

4. Corporate Policy Committee Overall corporate policy Corporate strategy Personnel management policy - MD and VP evaluation and election criteria - MD and VP compensation levels - Evaluate and elect MDs - Review of PRC slates - Determine partnership tracks Charter Membership Chair: Ken Lay and Jeff Skilling Members: Cliff BaxterMark FrevertLou Pai Rick CauseyKevin HannonKen Rice Dave DelaineyStan HortonJohn Sherriff Jim DerrickSteve KeanGreg Whalley Andy Fastow Issue: Add John Lavorato Tab B

5. MD PRC Charter Evaluate performance of MDs Determine MD promotions Membership Chair: Jeff Skilling Members: Corporate Policy Committee

6. Tab B VP PRC Charter Evaluate performance of VPs Determine VP promotions Develop/review performance and promotion criteria (for Policy Committee approval) Membership Chair: Dave Delainey Members: Those with 7 or more votes at offsite Jeff ShankmanMichael BrownJim Hughes Rick BuyJohn Lavorato Michael KopperJim Fallon Louise KitchenBen Glisan Janet DietrichDan Leff Additional recommendations (to provide business unit and geographic coverage): Chris CalgerRob WallsMatthew Scrimshaw Wade ClineSteve ElliottRick Causey Rob MilnthorpRod HayslettRick Shapiro

7. Tab B ANALYST/ASSOCIATE PRC Charter Evaluate performance of Analysts and Associates Membership Chair: Stan Horton Members: see attached recommendations from Charlene Jackson Issue: will we combine analyst and associate PRCs?

8. Tab B ANALYST AND ASSOCIATE PROGRAM Charter Develop and implement strategy for:  Selection of schools  Screening applicants  Compensation  Training  Rotations Membership Chair: John Sherriff Members: (high ranking VP “graduates” of the program) Kevin GarlandJoe Deffner Eric ShawHunter Shivley Phillip AllenStu Staley Executive Director: temporary, full-time assignment to run the program proposal: select high ranking graduate of program; problem: these individuals are already in critical positions; possible exception: Thomas Martin (TX HPL trading) alternates: Brian Redmond (HPL); Fred Kelly (EE&CC); Beth Tilney

9. Tab B COST REDUCTION Charter Review spending throughout organization Design and implement cost reduction strategies Membership Chair: Kevin Hannon Members: George WasaffMark Lindsey Wesley ColwellSally Beck John EcholsFernley Dyson Phil Lowry

10. Tab B BALANCE SHEET/ROIC Charter Review capital allocation throughout the organization Design and implement strategies for improving the balance sheet and increasing ROIC Membership Chair: Andy Fastow Members: Mark MettsMark Muller Cheryl LipschutzJordan Mintz Jeff DonahueTed Murphy

11. ONE ENRON Charter Identify information which should be shared throughout the organization Develop and implement platform for information management common portal unstructured data search tool Membership Chair: Steve Kean Members: Philippe BibiRick Buy Rick CauseyVince Kaminski Tab B

12. COMPENSATION Charter Review compensation methodology throughout organization Design and implement coherent approach to compensation issues across organization gathering and use of market data design of overlays tie-in to PRC results Membership Chair: Jeff Skilling Members: Greg WhalleyMary Joyce Kevin HannonDavid Oxley Bob ButtsSteve Kean Tab B

13. CULTURE Charter Vision and value Diversity Work-life Membership Chair: Ken Lay Executive Directors: Cindy OlsonBeth Tilney Members: (Cindy’s recommendations)Jeff DonahueMichael Kopper Michael BrownJeff Shankman Sean LongMark Palmer Louise KitchenShelley Corman Marty SundePaula Rieker Danny McCarty Tab B

14. CORPORATE RESPONSIBILITY Charter Develop policies to address human rights environmental responsibility Productively engage NGO community Membership Chair: Ken Lay Executive Directors: Kelly Kimberly Members: Current task force members

15. Tab B EBS/EES/EWS COORDINATION Charter Identify common skills, customers and issues across business units Facilitate discussion among business leaders Membership Chair: Mark Frevert Members: Stu StaleyPhillip Allen Richard LewisDave Duran Chris CalgerJeff Donahue Dan LeffJim Fallon Frank Bay