Michelle,

This email confirms our discussion that one of the mandates of the Compensation Committee of the Board of Directors of Enron is that they approve all formations of and grants related to any subsidiary equity or phantom equity plans.

Mary and I can and will work closely and quickly with any group needing to get this done.  Mary is responsible for presenting the plan for approval to the Compensation Committee after Tax, Legal, Accounting, Commercial and HR interests are scrubbed.

These types of plans have accounting, legal and tax complexities that need to be worked out and change regularly.  Also, it is very important that no written or verbal promise related to equity grants before Compensation Committee approval is obtained.

Regards,
Aaron
x39280