Sending on behalf of Dave Forster.

Please let me know if you need anything else.

Lorraine


Governance of UBS Warburg Energy LLC

The Integration Committee agreed on the following governance structure for the Enron integration
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:

	UBSW				 UBSW Energy
	Mike Hutchins (co-chair) 	Greg Whalley (co-chair)
	Pat O'Donnell 			Louise Kitchen
	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 Committee Members:

	Function 			UBSW 			UBSW Energy
	Management 			Pat O'Donnell (co-chair) 	Louise Kitchen (co-chair)
	Program Management 	Mark Bridges, 			David Forster
					Beth Barrett d'Auria		
	CFI 				Mike Hutchins, 
					Collette Dow
	Operations 			Ernie Pittarelli 			Sally Beck
	Legal 				Louis Eber 			Mark Haedicke
	Financial Operations 		Per Dyrvik 			Wes Colwell
	Credit 				Bill Glass 			Bill Bradford
	Market Risk 			Mike Stockman 		David Port
	IT 				Matt Meinel 			Jay Webb
	Infrastructure 							Jenny Rub
	Canada 							Peter Keohane
	Security 			Steve Kinross
	Corp. Communications 	Claudia Robinson
					Sid Karpoff
	HR 				Audrey Martin,			Oxley, David
					Cheryl Roberts
	Corp. Services 		Bruce Reilly 			Wes Colwell
	CRE 				Markus Buergler 		Jeff Golden


Governance of UBS Warburg Energy LLC
24/01/2002 2

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:

	UBSW Energy
	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 functionality is full available at
the restart date.

Proposed Sub-Committee Members:

	Function 			UBSW 			UBSW Energy
					Pat O'Donnell (co-chair) 	Louise Kitchen (co-chair)
									Mike Bridges
	Operations 							Sally Beck
	Legal 								Mark Haedicke
	Financial Operations 						Wes Colwell
	Credit 								Bill Bradford
	Market Risk 							David Port
	IT 								Jay Webb
	Infrastructure 							Jenny Rub
	Canada 							Peter Keohane
	Program Management 					David Forster

Governance of UBS Warburg Energy LLC
24/01/2002 3

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:

	Function 			UBSW 			UBSW Energy
									Louise Kitchen
	Legal 				Bryan Murtaugh		Mark Taylor
									Elizabeth Sager/Leslie Hansen
									Mary Cook/Jeff Hodge
	Credit 				Bill Glass 			Bill Bradford
									Peter Keohane
									Barry Tycholiz
									Frank Vickers
									Laura Luce
									Rob Milnthorp
									Chris Calger
	Program Management 					David Forster
	Other members to be announced

Proposed Logistics:
? This sub-committee will meet weekly until disbanded.
? Time Tuesday 10:00am CST