Proposed Agenda

----- Forwarded by Richard B Sanders/HOU/ECT on 01/09/2001 09:26 AM -----

Vicki Sharp@EES
01/07/2001 07:13 PM

To: Robert C Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Richard B
Sanders/HOU/ECT@ECT, Andrew Edison/NA/Enron@Enron, Mike D Smith/HOU/EES@EES,
Travis McCullough/HOU/ECT@ECT, Elizabeth Sager/HOU/ECT@ECT, William S
Bradford/HOU/ECT@ECT
cc: john klauber@llgm.com, James V. Derrick, Jr.
Subject: Proposed Agenda

Attached is a preliminary agenda for the LeBoeuf meetings this week.

I would like to propose that we have the LeBoeuf lawyers in the office midday
Tuesday to meet with us Tuesday afternoon and then as much as Wednesday as
necessary. I would assume we would want a core group of lawyers to attend all
or substantially all of the meetings and then we would bring in business
people as appropriate. I would also try to arrange the schedule to handle EES
only or EWG only issues in blocks.

1. PLEASE LET ME KNOW ASAP IF THIS SCHEDULE IS A PROBLEM. I know getting on
everyone's calendar on short notice is a challenge. Thanks in advance for
your attention to this matter.
2. John, can you highlight for me any areas where you expect business
participation so we can start arranging our business people's schedules.
3. EWG - who will take the lead on discussing the commercial agreements?
4. Let me know if you have additional agenda topics.
5. Jim, should we arrange some time on your calendar with the LeBoeuf
lawyers?

Please get me any suggestions, etc. Monday morning and we will work toward
developing the final agenda for the meeting.
---------------------- Forwarded by Vicki Sharp/HOU/EES on 01/07/2001 04:41
PM ---------------------------

"JOHN G KLAUBERG" <JKLAUBER@LLGM.COM< on 01/07/2001 04:40:44 PM
To: <vsharp@enron.com<
cc: "CARL A. EKLUND" <CEKLUND@LLGM.COM<, "JAMES BOOTHE" <JBOOTHE@LLGM.COM<,
"JAMES L. HUEMOELLER" <JLHUEMOE@LLGM.COM<, "RALPH R MABEY" <MABEY@LLGM.COM<
Subject: Proposed Agenda

Vicki:

Attached is a draft of a proposed agenda for your consideration. It has more
things in it than a simple agenda, but I thought it may make some sense to be
a little more inclusive in the "bullets" to make sure we cover as much as
possible, from the standpoint of understanding or at least being aware of all
of the moving parts in CA (CPUC, FERC, court litigations, etc.), while we
have everyone together at this kick off meeting. I would view the primary
purpose of the meeting to obtain as much factual information as possible and
to provide everyone with a general sense of the types of the considerations
that would be likely to come up in the bankruptcy context.

I am simultaneously sending this to our bankruptcy folks so I may have some
additional comments or topics in the morning. I also will send to you at
that time a brief memo prepared by our bankruptcy lawyers that goes through
some of the initial bankruptcy considerations, based upon our conversations
on Friday.

Please call me when you wish to follow up.

John

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John Klauberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
212 424-8125
jklauber@llgm.com

- agenda.doc