RE: GA Retail Coverage

Thank you...for what I am sure is the best advise under the circumstances.

-----Original Message-----
From: Shapiro, Richard
Sent: Wed 11/14/2001 7:20 AM
To: Rishe, Frank
Cc:
Subject: RE: GA Retail Coverage

Thanks for the note...but with all of the cost cutting pressures and the reality that we still have more people with a retail focus than will survive the combination, I have to tell you that a consulting or contract arrangement won't work. As a friend and a colleague, the best thing for all of us is to move on.

-----Original Message-----
From: Rishe, Frank
Sent: Mon 11/12/2001 2:50 PM
To: Shapiro, Richard
Cc:
Subject: GA Retail Coverage

Rick -

Your conference call this morning was quite encouraging from the standpoint of the GA Group and I was sincerely pleased to hear that, for the most part, jobs will be saved.

I found it interesting to hear you report that Dynegy has expressed interest in Enron's retail business, which has prompted me to write to you to follow-up on our discussion of a week ago. Clearly a lot has changes in the past week and it seems that the deal with Dynegy should alleviate the paralysis that was understandably taking hold while there was no plan for the future of the company. With that in mind, I wonder if perhaps you might be in a better position to consider the option of utilizing me on a consultant basis in 2002.

Rick, I don't believe there is anyone in the group that has a better handle on the retail issues or has provided better commercial support, and therefore I believe it would make good business sense to consider ways to keep me associated with the group. Although I can appreciate how busy you are with other priorities, I wanted to raise the question again now while the subject is fresh in your mind and while I am still very much involved with the business.

As I have indicated, I would be willing to consider a consulting arrangement for part or all of next year. This would ensure continuity of coverage as the merger transition proceeds.

I hope you will give the idea serious consideration.

Thanks,

Frank