Enron's Strategic Response for Business Growth

1. 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

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

3. Our Response 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) 4

4. Our Response • Potential NewCo • All Counterparties • Multiple Services • Multiple Offerings Think Big 1 • 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) Scale Fast 3 • Design and Build Initial Integration Service Offering • Market Testing • All business transactions and 3 integration standards • 5 initial Counterparties targeted for service Start Smart 2 5

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, 3/15 - 31 Enron, 3/15 – 31 Accenture, TIBCO, 3/27 – 5/1 Enron, Accenture, TIBCO, 5/1 Accenture, TIBCO, 3/27 – 5/1 6

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

7. Security Sensors Translations Processes Data Deal Structure - Costs Enron Corp. Strategic CP1 Integration Feed Integration Service Offering . Service Fee Data License Emerging CP2 Integration Feed LLC Service Fee Data API EOL Brand EOL Support Small CP3 Accenture Branded TIBCO Powered Enron Inside Integration Feed Service Fee People & Skills People & Skills Processes and Methods Infrastructure Facilities Software Sense & Respond Marketing and Business Development Marketing and Business Development TIBCO Brand Accenture Brand 8

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

9. . . . With the following assumptions . . . Deal Structure – Costs • 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 10

10. Deal Structure - Revenues • Emerging Customer: • 30 companies • X% participation • 2200 Trans/Month @ $Y • Multi transaction types • Multi integration standards • Transaction scheduling • Event driven • Strategic Customer: • 33 companies • X% participation • 3000 Trans/Month @ $Y • Cross-company business process • Back office integration • Multi transaction types • Real-time data flow Multi-Format Data Sensors Translations Security • Small Customer: • 500 companies • X% participation • 1600 Trans/Month @ $Y • Ease of use • Limited transactions • On-demand • File sharing TSH Auction XML EDI EOL Standard Swaps Physicals 11

11. Deal Structure – Business Case 12

12. Proposed Deal Structure and Components • 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 13

13. Approach Pros Achieves all Enron business objectives . . . • 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 Without the barriers . . . 14