FW: Governance of UBS Warburg

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
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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

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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