Enron Mail

Subject:Follow-up/Next Steps
Date:Fri, 2 Nov 2001 10:40:04 -0800 (PST)


Let me expand on some of issues we covered in Houston earlier this week.
Some of this is outside my purview, but want you to have the benefit of my
objective, outside, reasonably well-informed perspective. Please call
to discuss any of this at any time.

1.) Establish your own internal advisory group to plan/coordinate all
company actions during this period. Meet/call with full group at end of
each day to assess develoments, adjust strategies, set next day's actions.
In my view, that group should include:

Bowen, Derrick, Delainey, Frevert, McMahon, Tilney. (I am happy to
participate at any time.)

2.) I'd assign specific tasks to this core group and other senior execs.
as follows:

Bowen: new IR point person. Have him visit and re-visit sell-side
analysts, provide update on status of core business, financing, promise
ongoing communications, full disclosure, renewed commitment to candor,
clarity. (I can help prepare/advise him on this new role.)

Derrick: monitor SEC investigation, shareholder suits etc. Keep tight
leash on MacLusas and Wilmer Cutler. Engage outside lawyers in
discussion of SEC leak strategy, endgame and public relations
implications. (I have considerable experience in this space and would be
happy to talk/work with Derrick to insure that the public face of this SEC
investigation is seriously evaluated as part of Enron's SEC strategy.)

Delainey: have him spend his time meeting, calling, talking with
wholesale and retail customers. Quite similar presentation to that Bowen
delivers to the Street. Humility, candor, commitment to continue serving
customers should be core thematics.

Frevert: have him devote his time to calling on, talking with
international customers with similar messages to those delivered by
Delainey. Also have him take charge of wholesale review/potential revamp
of Enron's performance review/comp programs. (This is where Herb
Allison, Merrill's former COO, could be helpful.)

McMahon: he's your point person with lenders, ratings agencies. I'd
also have him work with Tilney to construct the clearest case statement
possible explaining Enron's
strategy for is core businesses and why they are so compelling.
Suggestion: Irwin Stelzer is the single best writer who can simplify
complex issues that I know. He' s offered to help. I encourage you to
have him see whomever he needs to see and then write the Enron business
strategy story. He'd also be a great spokesperson and advocate with
Wall Street. Might be worthwhile having Bowen take Irwin to a few key
meetings with sell-side analysts. I think Irwin would be a huge asset in
that role.

Tilney: have Beth make sure that every communication from Enron,
internally and externally, is clear, concise, candid and responsive to
each audience's needs and expectations. She should manage Mark Palmer
and his staff, Kekst people and any other communications resources
(internal and external) that should be brought to bear druing this period.

Whalley: have him spend all his time with your traders and those among
counterparties with whom he is a critical factor. I'd keep him away from
the Street and from the media.

Kean: have him focus solely on regulatory and legislative audiences.
He should personally work federal and state regulators, Capitol Hill
(members and staff)
and present updated presentation about the company's business, status of
status of internal reviews and SEC investigation. I do think Steve's
core presentation should be vetted carefully by Derrick, McMahon and
Tilney before he goes on the road.

Palmer: I'd leave it to Tilney as to whether Mark should continue as
principal spokesperson for Enron. Don't know if Tilney's right, but I do
think you need a new face and voice to the media.

Koenig: I'd pull him back, have him work under Bowen to craft/refine
presentations to the Street (in close coordination with MacMahon and
Tilney). As we discussed, I think Koenig is damaged goods on the Street
right now.

Lay: I think you should act as the general who sets strategy, deploys
your senior human assets and motivates your troops. I think you should
orchestrate every strategic action of the company, talk regularly to
employees, selectively call on strategic customers, and reassure the
world that Enron touches that you are "in charge," "hands on," and doing
"everything possible" to guide this damaged ship into safer waters.

3.) Encourage the board Special Committee to prepare an Executive Summary
of its report to you and the board that is entirely suitable for public
consumption. (I would be happy to help craft and edit that document.)
Assuming the report fundamentally exonerates the company, this is a
critically important document. You must assume that this report will
become public eventually. It is be prepared and submitted with that
clearly in mind.

4.) Retain a second investment bank to augment Goldman. My suggestions:
talk with Jeff Holzschuh at Morgan Stanley or Bruce Wasserstein at Dresner
Kleinwort Wasserstein. Lehman's top energy people are gone and I think
Rick Gordon/Merrill is seen as too close to you.

I've gone on too long. Let me know how I can be specifically helpful to
you and/or your colleagues. I'll stay in touch via voicemail or e-mail
if and as I have specific tactical suggestions. I've available to you
or your colleagues at any time.

Harry W. Clark
Managing Partner
Clark & Weinstock
(212) 953-2550 (office)
(646) 228-7253 (cell)
(203) 661-6901 (home office)