Management Committee Offsite
			 The Woodlands ~sort & Conference Center

			 Lakeside Room, located in the South Wing

				       Agenda

Thursday. September 6

Cocktails
Dinner/Working Session
Business Unit Reviews

All business unit leaders
10 minutes each

Friday, September 7

7:15 am.
8:00 a.m.
8:00 -  9:00a.m.
9:00 - 10:00a.m.

10:00 -
11:30-
12:30 -
1:30 -

2:30
3:00
4:00
4:30

11:30 a.m.
12:30 p.m.
1:30 p.m.
2:30 p.m.

      - 3:00 p.m.
      - 4:00p.m.
      - 4:30 p.m.
      - 5:00p.m.

5:00  - 5:30 p.m.

Breakfast Buffet
Working Session
Culture
Image and Reputation
 - How Do We Define Enron?
Third Quarter Issues
Lunch
CashlFunds Flow                            Fastow
Risk Management - How Do We Avoid   ~~A1I      -
 Repeating the Failures of the Past
Break
International Asset Sales Plans
Issues in Power Markets (Wholesale vs. Retail)
Retention and Compensation
* - New Businesses
Aviation                                   Kean

Olson, Tilney
Kean, Koenig, Tilney, Palmer
All
Whalley/Causey

Fastow
Dietrich
All

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7:00 p.m.
7:30 p.m.

! GOVERNMENT'
   EXHIBIT
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	  Topics su~ested at previous Management Committee meetings

	  *  RAC

	  *  Culture

	     -  vision and values

	     -  diversity

	  *  PRC reforms

	  *  Business reviews

	     -  update

							  V

								 /

							   ~fr..'.

	Third quarter issues - t~~$~Azurix, New Power, accounting issues, etc.

	Ray Bowen:                                                         ~

	      *   Plan, time frame and expected results from sales of international assets.
	      *   Internal Messaging regarding our international assets: What do we plan to sell; when
		  do we expect to sell; how do we define success? How important is it that we get
		  them sold quickly?    ~-----......

	Jim Derrick

	The PRC Process (How do we improve it?)

	Employee Diversity (How do we enhance it?)

	Employee Morale (How do we improve it?)

	Enron Values (Are we practicing them?)

	Janet Dietrich

	Regulatory issues in power markets (what should we advocate and how can we reconcile

	differences between wholesale and retail interests).
	Mark Haedicke

	Review of legal risk management.

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 Steve Kean:

 We pride ourselves on our risk management skills yet we continue to have significant "blow
 ups" that sap our earnings power and divert management attention, I think we should review the
 causes behind some of these and discuss what steps to take to avoid these problems in the future.
 Examples include:

	*  Azurix
	0  International investments
	*  BES (until now)
	*  BBS
	*  New Power
	*  EGE (we actually got lucky here, not smart)
	*  JBlock

Hypothesis: We manage risk superbly in our day-to-day trading activities but not well at all in
some of our major investments and in some of our new businesses.  We tend to "hype" our
businesses before they are proven.  On the one hand, this drives people in those businesses to
deliver. On the other hand, it pressures us to look for ways to show better numbers, to staff up
more than justified, to press the existing control structure and to sign and announce any (even
bad) deals. Also, perhaps we don't hold some of our larger investments to the same standards
and discipline we apply to our smaller investments.  Our "strategic" investments don't do
particularly well.

Louise Kitchen:
The upcoming management conference will be an important one in light of all the changes.

Let's discuss what we want to get across to our VPs there.

John Lavorato

   *    How to run our new businesses. (Equity ownership in new business or our cun-ent

	method of including those employees in the Enron Comp plan)
   *    What are we?

     A. Not a trading company
     B. Much more than a trading company
     C. Simply a trading company
     D. A customer service company which unfortunately requires having a few traders
     around.

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  .John Sherriff

  Would stay away from a general reporting on what is happening if at all possible - and focus on a
 few things we really need to work on as well as a few things we should remind ourselves are
 going quite well.  If we only focus on the problems I fear the group will walk away a bit
 demoralized.

 Second - I think we should move to many things getting driven by subcommittees of the
 Management committee.   And then the recommendations sometimes being approved by the
 Management committee.

 Here are a few subjects that we should touch on and initiate debate but not try and solve - get
 them started and turn over to a subcommittee:

 PRC process

 Diversity

 Giving the right signal to our business about the value and cost of capita]

What new businesses do we have going?

Is now the right time for Xcelerator?

More detailed external financial reporting

How do we describe ourselves to the outside world and inside world? What messages do we
want to modify?
What are the characteristics where our business model; works and doesn't work?

How well is our RAC process really wogking?

We are a business where our biggest cost is people and that cost has blown out during the last
few years - do we need to think about our biggest cost any differently than we did five years
ago?

How challenged are we really in getting substantial credit for Enron now that it our credit
spreads.

Enron's normal new business mindset has been to overwhelm an opportunity - EBS, BES, power.
When this works it really pays off but in today's financial markets is a more conservative
approach warranted?

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