IN: Please start working on a top ten legal risks list. I want to include that list for each of your companies (EGM, EIM and ENW) in the monthly report. This list should be in bullet format. If you have any questions, please give me a call. Mark

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OUT: TOP TEN Risks

IN: Louise -- The Houston legal/regulatory group is working with the UBS legal department to obtain from the London branch of UBS AG a power of attorney which will expedite the execution of agreements and other signature documents involved in starting the energy trading activities. (I will provide you specific information on the nature of this power of attorney as soon as I obtain it.) To get this in place as soon as possible, we've been asked to provide backup information with sufficient specificity that the nature of each relationship/contract and counterparty is identified. (Example 1: "Wholesale power trading master purchase and sale agreement with Duke Energy Trading and Marketing L.L.C. and related transaction confirmations". Example 2: We would specify the contract and counterparty for each of the 44 gas pipelines which we need to utilize for gas trading operations in ERCOT).

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OUT: Power of Attorney re UBS AG energy trading activities

IN: Good afternoon committee members: Attached find the agenda for our October 17 Committee Meeting where we expect an informative and worthwhile discussion with Dr. R Sean Randolph, President of the Bay Area Economic Forum. Please remember to confirm your attendance at this meeting so our host can prepare for your participation. We will be meeting again at AMD in Sunnyvale from 3-5pm. Confirm your attendance by responding to this e-mail or calling 408-501-7870. Thank you. Best regards,

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OUT: October 17 Energy Committee Meeting

IN: Mark, Jason and Sara: Deutsche Bank has requested that we make various "Securities Act" reps in the ISDA Schedule in the event that we do equity derivatives. These reps require us and them to say: 1. To the extent that a Transaction involves the purchase and sale of securities, it will not be registered and the securities cannot be sold except pursuant to a reg statement or exemption. 2. Each party is a QIB or an accredited investor. 3. Unless otherwise set forth in a Confirmation, any securities that a party is required to deliver shall not at the time of delivery constitute restricted securities or be subject to restrictions on transfer. What do you think about this? Carol

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OUT:
Securities Act Reps