Footnote 8

(f)On or about November 12, 1999, David Bermingham e-mailed Ben Glisan,setting forth RBS’s latest LJM1 restructuring proposal which entailed RBS realizing the entire valueof the Enron shares in exchange for $44.5 million.(g)On or about August 15, 2000, Adam Pettifer, RBS, e-mailed Kevin Howardattaching a memorandum that illustrated how RBS locked in its profit from the LJM1 restructuring.1591. In connection with the Sutton Bridge transaction, RBS knowingly gave substantialassistance to the Insiders.(a)Prior to the closing of the Sutton Bridge transaction, Konrad Kruger and GilesDarby authored a memorandum seeking approval for the Sutton Bridge transaction on whichhandwritten notes were affixed indicating approval of the investment based, in part, on the“understanding” with Enron regarding Enron’s repurchase of the equity at an agreed return onDecember 1, 1999.(b)On or about July 8, 1999, an RBS presentation referred to the “trust us”assurance from Enron, to the “arbitrage [of] ‘substance over form’” that enabled P&L recognitionfor what was really a financing, and to the low risk, high reward “equity” in the transaction.(c)On or about August 11, 2000, Peter Commons sent an e-mail to ThomasHardy, Nicola Goss, and Iain Houston regarding the transaction’s hinging on an “understanding”with Enron that Enron would repurchase the equity and the fact that RBS was well paid to undertakethe transaction.(d)On or about September 6, 2001, Adam Pettifer sent an e-mail to PaulFairbairn and Michael Crosland stating that Enron had honored its “obligation” under the SuttonBridge transaction and had repaid the equity upon the sale of the asset.1592. In connection with the ETOL I, II and III transactions, RBS knowingly gavesubstantial assistance to the Insiders as follows:604041v1/007457-501-