Re: ENA Comp suggestions for Project Raptor

David , if this is going to cause you political flack with Mary Joyce lets
just kill it - we have revised the original plan and this is probably not
needed.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 09/06/2000
03:29 PM ---------------------------

Mary Joyce@ENRON
09/05/2000 02:51 PM
To: David Oxley/HOU/ECT@ECT
cc: Cindy Olson/Corp/Enron@ENRON, Sheila Knudsen/Corp/Enron@ENRON, David W
Delainey/HOU/ECT@ECT
Subject: Re: ENA Comp suggestions for Project Raptor

David,

I need more information on the project and who exactly the individuals are
who you feel should participate in this program. Generally, developers and
deal people throughout the company are not provided with additional incentive
since this type of work is part of their job. However, this project may be
an exception. Please call and lets discuss.

Thanks!

MAry

David Oxley@ECT
08/30/2000 09:21 AM
To: Cindy Olson/Corp/Enron@ENRON, Mary Joyce/HR/Corp/Enron@ENRON, Sheila
Knudsen/Corp/Enron@ENRON
cc: David W Delainey/HOU/ECT@ECT
Subject: ENA Comp suggestions for Project Raptor

I have been discussing with Dave Delainey how we might align the
compensation/rewards for the group of 4 or 5 VP's and Directors we have
assigned to disposing of our large portfolio ($650mm). The project is due to
complete in June 01 and Dave and my concern is whether we can make sure they
are motivated to close on time and get the best possible price for us. Dave
believe the up side could be as much as $150mm and the downside as much as
$300mm (the difference between best and worst prices/sales).

My suggestion is that we do the following and I would like your comments or
concerns if any:

Enter into contracts or an agreement (the later would be one way - us to them
and obviously easier) with each of them outlining the following:

Bonus targets based on financial targets and PRC performance for calendar 01
(ie if you rank in top 3 categories and you realise over $650 from this
project we will pay you not less than $300k)

Equity award on closing, on the basis of successful closure and above line
value (ie only in the event that this closes in June 01 and realises more
than $650mm we will grant you $200k in options, if above $800m then $350k in
options.)

Dave would like for me to get back to him on this asap.

David