1. ENA Metals GroupMetals B2B JV Business Model Enron North America

2. Objectives • Create the leading full service metals B2B Exchange Marketplace • Offer extensive line of metals • Offer extensive line of financial instruments including forward markets • Partner with industry leaders to share knowledge and create liquidity and transparency • Provide value-added services including credit facilitation, mid and back office, accounting, and logistics • Add value-added services as demanded by the customer • Create a stand alone business which can be spun-off Enron North America

3. Enron Benefits • Develop industry credibility and expertise by partnering with industry leaders • Create equity value through development of viable intermediary • Build books in existing physical products (spot & future) • Build books in financial products • Create opportunities to cross-sell Enron products to these industry leaders • Commodity risk management • Energy outsourcing • Capital Investments • Others Enron North America

4. Participant Benefits Consumer: • Lower search costs • Perfect information • Lower prices • Operating efficiencies • Enforceable contracts Producer: • Lower process costs • Perfect Information • Access to new customers • Operating efficiencies • Equity benefits for equity participants Enron North America

5. Sources of Revenue • Transaction fees • Main component of site profitability • Advertising revenues • Strong source of revenue (market leader and liquidity driven) • Trading margins • Metals related products • Financial products, intermediation • Fees from value added services • Logistics • Credit • Physical swapping Enron North America

6. Contributions • Capital • Capital for joint venture • Pooled risk capital for market making • Dedicated personnel • Contractual services to joint venture • Multiple services performed by best fulfilling party • Functional responsibilities to other partners • Information sharing, risk and profit sharing for trading books Enron North America

7. Equity Structure (Conceptual) Enron North America

8. Legal Structure • Create distance from original parties • Incorporate joint venture • Create professional service agreements for services to be performed • Maintain flexibility to bring additional parties to, spin-off JV • Formalize relationship between original partners • Create SPV for capital pooling and risk sharing • Isolate certain business risks from the joint venture • Partners locked up for set period of time (non-compete) • Clarify ownership of particular cash flow streams • Equal cash flow and risk sharing by equity members? Enron North America

9. Risks/Exposure • Competition • No dominant presence in non-steel metals online • Threat of another player achieving first mover advantage • Adoption/Acceptance • Adequate liquidity not achieved • Aversion to change • Counterparty risks • Credit, performance, product • Anti-trust concerns • Leading participants controlling the market medium • Trading Risk • Manage book and trading risk across new product lines • Confidentiality / Proprietary Risk • Disclosure of Enron proprietary trading / market expertise Enron North America

10. Expansion Opportunities • Add products as market liquidity improves • Physical and financial products in copper and aluminum • Physical and financial products in other metals • Zinc, nickel, lead, tin, iron ore • Sell equity to other key industry players • Create incentive to direct volumes through JV • Create adoption “spark” for remainder of market • Create additional liquidity • Create additional market credibility • Offer additional value-added services • Offer additional value-added services as demanded by customer Enron North America

11. Timeline • Identify initial principals and structure TBD • Established entity TBD • Formalize business strategy TBD • Make public relations announcement(s) TBD • Deploy site TBD • Solicit additional partners TBD • Iterative developments TBD Enron North America

12. Issues for Discussion • Structure • Legal (SPV) • Business unit ownership delineation • Trading businesses (physical & financial) • Base business (transaction fee business) • Other value added businesses (credit, etc) • Ownership (%) • Commitments & contributions • Capital • Physical product • Expertise • Personnel (senior management) • Logistics • Mid / Back office Enron North America

13. Issues for Discussion • Legitimacy, Confidentiality & Neutrality • Confidentiality and neutrality issue • Strategy • Rollout Strategy • Public announcement timing and content disclosure • Liquidity strategy • Initial product (financial) offering • Business Strategy • Subsequent roll out timeline & strategy • Additional liquidity creation • Strategic investors (& contributions) Enron North America