Electronic Signatures

As we discussed, the following summarizes my understanding of the issues you
would like us to analyze and address in a memo (recognizing that some of
these issues cannot be definitively resolved at this point):

1. After 10/1/00 -- Can Enron dispense with confirms completely, regardless
of whether there is a master agreement in place with the counterparty, and
instead advise counterparties of executed transactions through some type of
notice (or perhaps just through a daily transaction summary) delivered
through EOL? If so, what (if anything) needs to be done to make this
procedure effective (e.g., amendments to electronic trading agreement)?

2. Before 10/1 -- Can Enron dispense with confirms if the applicable master
agreement permits, or if there is no master, and provide notices through EOL
in the manner described above? What are the risks of relying on clicks
evidencing a counterparty's transactions prior to the effectiveness of the
legislation?

3. When dealing with a non-US counterparty, what (in general terms) is the
risk of following the procedures described above and not sending confirms?
In other words, if the counterparty is in a jurisdiction that does not
recognize electronic signatures as binding, is there a meaningful risk that
the counterparty will be able to avoid transactions (recognizing that this
question cannot be answered definitively without advice from local counsel
and that we will only be able to provide general observations)? How does the
analysis change if the counterparty has signed a master agreement governed by
NY law?

4. Are confirms required for physical transactions, pursuant to Article 2 of
the UCC? If so, must they meet any specific requirements?

5. Miscellaneous other issues -- Can tapes of phone trades suffice as
electronic signatures under the federal legislation? Is it sufficient for
one party to have the ability to store and retrieve records of the
transaction if the other party does not?

Please let me know if your understanding of the questions to be addressed
differs from the foregoing. Thanks.

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