This seems to be the best way of getting on top of all the meetings.  Let's discuss.

 -----Original Message-----
From: 	Kitchen, Louise  
Sent:	Thursday, January 24, 2002 7:50 AM
To:	'mark.bridges@ubsw.com'; 'pat.odonnell@ubsw.com'
Cc:	Forster, David
Subject:	Draft Governance

Below is the draft of our governance which I think works.  Let me know your thoughts and possibly we can discuss at this morning's meeting.  I will be participating by phone from the airport as I am on my way to Stamford.  


As we move forward we have two huge tasks to complete at the same time, the integration with UBS Warburg and the re-start of our business.    The UBS corporate governance facilitates the creation of several committees which will meet on a regular basis to resolve issues and report on progress.  Within the UBS framework we will be creating a 'Transitional Steering Committee',  'Integration Committee' and 'Gas and Power Operating Committee'.  

UBS has already created the Integration Committee which we will merge into.  

Dave Forster will be attending all of these groups in the early weeks to ensure consistency and good communication.  Dave will also act as our point person for Mark Bridges from UBS, ensuring the simplest and most effective methods of communication are in place for both parties.

This email outlines the governance structure that will be formalized with immediate effect:

1.	Transitional Steering Committee:
This committee will be responsible for the overall management and co-ordination of the integration efforts for both the initial Launch Date and the later Disentanglement Date at the end of 2002.
Committee Members:
Mike Hutchins (co-chair)
Greg Whalley (co-chair)
Louise Kitchen
Pat O'Donnell
Mike Bolin
Proposed Logistics:
This committee will meet on a weekly basis until shortly after the Launch Date, and then bi-monthly thereafter until December 31 2002.
Minutes will be distributed to senior UBS and Enron management only.
Proposed Time	- Wednesday 8:30am CST

2.	Integration Committee:
This committee will be responsible for the day-to-day management and co-ordination of the integration efforts for both the initial Launch Date and the later Disentanglement Date at the end of 2002.  Any issues, which this committee cannot resolve, will be escalated to the Transitional Steering Committee.  

Proposed UBS Energy Committee Members:
Louise Kitchen (co-chair)
Pat O'Donnell (co-chair)
Mark Bridges 
Sally Beck  - Operations
Mark Haedicke - Legal
Wes Colwell - Financial Operations
Bill Bradford - Credit
David Port - Market Risk
Jay Webb - IT
Jenny Rub - Infrastructure
Peter Keohane - Canada
David Forster - ubswenergy.com 
UBS counterparties
Proposed Logistics:
This committee will meet on a weekly basis until reviewed at December 31 2002.
Minutes will be distributed to the Transitional Steering Committee and team members as appropriate.
Time - Thursday 9:00am CST

3. 	Gas and Power Operating Committee:
This committee will be responsible for the operational running of the Gas and Power Trading business.   The initial focus of this group will be the re-starting of the business. Following the relaunch the purpose of the Management Committees will be to push through its strategic plans and targets globally, to be able to react to market changes quickly, and provide a forum for communication across all locations.  These committees should also maintain, and develop further, any synergies between the Gas and Power Business and other UBS businesses.

Proposed Committee Members:
Louise Kitchen (co-chair)
Greg Whalley (co-chair)
Tim Belden
Chris Calger
John Lavorato
Kevin Presto
Hunter Shively
Rob Milnthorp
Plus ad hoc members of the Logistical support functions as and when required.
?Proposed Logistics:
This committee will meet on a weekly basis but not before March 2002.

Prior to March 2002, this committee will be replaced by two sub-committees - the Operational Re-start Sub-Committee and the Commercial Re-start Sub-Committee.

3(i)		Operational Restart Sub-Committee 
This subcommittee will be responsible for ensuring that the support functinality is full available at the restart date.

Proposed Sub-Committee Members:
Louise Kitchen (co-chair)
Pat O'Donnell (co-chair)
Mike Bridges 
Sally Beck  - Operations
Mark Haedicke - Legal
Wes Colwell - Financial Operations
Bill Bradford - Credit
David Port - Market Risk
Jay Webb - IT
Jenny Rub - Infrastructure
Peter Keohane - Canada
David Forster - ubswenergy.com 
Proposed Logistics:
This sub-committee will meet weekly until disbanded.
Time Tuesday 8:00am CST

3(ii)	Commercial Re-start Sub-Committee 
This subcommittee will be responsible for ensuring that the UBS Warburg Energy Counterparties are capable of transacting with our new company in the shortest time possible and in the most efficient way for both the counterparty and UBS Warburg Energy.

Proposed Sub-Committee Members:
Louise Kitchen
Bryan Murtaugh - UBS Legal
Mark Taylor
Elizabeth Sager/Leslie Hansen
Mary Cook/Jeff Hodge
Bill Glass
Bill Bradford
Peter Keohane
Barry Tycholiz
Frank Vickers
Laura Luce
Rob Milnthorp
Chris Calger
David Forster
Other members to be announced
Proposed Logistics:
This sub-committee will meet weekly until disbanded.
Time Tuesday 10:00am CST

Tammie will notify each of you of the rooms etc.