QUESTION: ENA Legal (TBD) 1. ENA Legal is responsible for deal documentation and legal sign off for the transaction, and is typically responsible for all transaction-related agreements documents such as MOUs/MOIs, Participation or Development Agreements, and any Agreement, which directs the operation of the project (O&M Agreement, Steam Agreement, Gas Agreement, Power Purchase Agreement, etc.). 2. ENA Legal represents the interests of advises the origination and development team (and other members of ENA management as appropriate) on all legal aspects of a transaction, accessing internal and external resources as required. and reviews/synthesizes comments from the all the groups. 3. ENA Legal works with origination team, Accounting, Global Finance and Tax in structuring the transaction, and communicates with EECC (and others) as required during the execution of the project to faciliate compliance with the structure. Recommendations for improving the interaction between EE&CC and ENA: 1. EE&CC Legal should be involved in the beginning of the process of drafting documents by EE&CC Contract Administration, unless other procedures have been agreed. 2. Due to conflicts of interest, EE&CC Legal cannot represent NEPCO while at the same time working with the deal team. to procure equipment for the same project. ENA Legal and EECC Legal should be advised early in the process of any project-related agreements being generated by EECC, so that compliance with overall deal structure and risk profile can be ascertained. 3. Comments returned to EE&CC need to either be incorporated in the next draft, or if there are issues on the comments, they need to be discussed with the ENA Legal representative or Origination contact, prior to distribution to vendors. 4. EECC Legal and ENA Legal should communicate regarding issues common to both companies so that consistency in position can be achieved as much as possible. Forms of "standard" agreements should be discussed/agreed to enhance consistency. 5. Service and consulting agreements not specific to a particular transaction which can be untilized by multiple Enron companies via tasking letters should be prepared by EECC. EECC should provide information concerning the existence of such service agreements. 6. ENA Legal would should work closely with EE&CC contract administrators in drafting equipment in the preparation of contracts which the contracts personnel have been tasked to prepare. EECC Legal can assist by providing input, but is not required by ENA to sign off on such contracts.
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ANS: My suggested changes to bullet points re: legal role

QUESTION: I want to move forward with scheduling the initial meeting of the Operational Risk Management task force. How does Tuesday, October 16th and the afternoon of Thursday, October 18th look for everyone? Please let me know your schedule for both of these dates. Most of the task force members have been identified, with the exception of those from GRMO and IT. Sally Beck will identify representatives from these two areas. I would also expect that other individuals may be consulted from time to time as additional expertise or resources or required. I intend to schedule a two-hour block of time for this meeting. The agenda will include, at a minimum, the following topics: Definition of Operational Risk for Enron - What's in and What's Out Preliminary Goals for Operational Risk Management (to be refined by the group) Develop Common Language Identify Framework for Monitoring Risk Role of this task force - Strategy Set common objectives for implementation this year and a look forward to 2002 Current Initiatives Communications Plan Open Discussion - Other Ideas from the group - Suggestions re other groups/individuals to include on the task force I am excited about leading this initiative for Enron. We have a unique opportunity to define operational risk measurement for Enron, develop reporting guidelines, and provide qualitative assessments of operational risk, all of which will be considered during the risk capital allocation process. But most importantly, we can identify ways to mitigate Enron's exposure to operational risk. Please call if you would like to discuss any of the above prior to the meeting. Thanks,
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ANS: Operational Risk Management

QUESTION: It would be very helpful if you could participate, or have your designee participate. Sorry for the short notice (what else is new). Perhaps we can also arrange a discussion about the interconnection agreement. I'm out this am, but will pick up voice mail. Thanks,
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ANS:
Edgecombe Energy and Capacity Contract