-----Original Message-----
From: Swerzbin, Mike 
Sent: Monday, January 21, 2002 2:00 PM
To: Belden, Tim
Subject: Page 1


Swerzbin & Motley agreement proposed modifications:
 
 
Page 1,  first paragraph, last sentence,  CHANGE:  ? , for any reason, either the employee or the Company in their discretion. ?
Yes 
 
 
Section 1. c., CHANGE:  On or within five business days from  the date ?.
                 d., CHANGE:  On or within five business days from  the date ?.
Yes 
 
 
Page 2. & 3, Section 8, ADD:  Except for disclosures required by law, to my attorney and C.P.A., and if the information is readily known to the public (such as customers, investors, etc.).
Yes 
 
Page 3, section 9., ADD:  If terminated without cause, the non-competition obligations will not be in effect.  
No - 90 day noncompete if terminated without cause.  Still receive cash payments.  Don't receive equity.
 
 INSERT or CHANGE:  Scope of the non-competition obligations cover and are limited to Western U.S. power trading.
No
 
Page 4,  section 10., first sentence, INSERT: ? under this Agreement, provided the employee is not terminated without cause, you will not ?
No 
 
            Section 11., CHANGE first sentence to:  For a period of 12 months following the commencement , providing the employee is not terminated without cause, you will not  ?.
 No
 
 

Section: 12.0 

ADD: Company agrees to give employee 30 days written notice for termination of employment without cause.
No
 
Section: 16.0
REPLACE: "and you shall not be entitled to further salary or bonus compensation from such Enron entity as of that date"
WITH:   "and you shall not be entitled to further salary, except accrued, or bonus compensation from such Enron entity as of that date"
No
 
Exhibit I:
ADD: If employee is terminated without cause, the sign-on award shall be deemed fully vested and non-forfeitable.
No
 
Miscellaneous:
 
We need a written statement from Enron releasing employee from ALL obligations under preexisting contracts including but not limited to non-competition agreements as well as any claims against retention or performance bonuses. 
Sortof - Enron will not indemnify you against clawback via bankruptcy for Retention payments or Deferred Compensation.  You can make your employment with UBS conditional upon Enron involuntarily terminating you.  Involuntary termination does not trigger the payback of contractual payments or retention payments.
 
Location: ADD: Company cannot relocate the employee outside of Portland, OR during the term of this agreement without consent of employee.
Yes
.  
ADD TO AGREEMENT:
 
You will receive service credit for vesting, vacation, and any other benefits contingent on length of service based on Enron in-service date.  (October 1989 for Swerzbin, March 1999 for Motley)  or similar wording
Yes