Not sure what they have against Canada! Anyhow, looks we need to talk to their deal guys.

-----Original Message-----
From: Clark, Eugene [GCO] [mailto:eugene.clark@ssmb.com]
Sent: Monday, January 07, 2002 1:05 PM
To: Oxley, David; Donnelly, John L [HR]; Arber, Diane Z [HR]
Cc: Cash, Michelle; 'lapasini@wlrk.com'
Subject: RE: Final Documents


David:  I've conferred with J. Donnelly and the business.  We prefer to keep
11 of 13; not 14 of 19.  This is how we intend to submit the schedule.
Regards.  EVC.

-----Original Message-----
From: Oxley, David [mailto:David.Oxley@enron.com]
Sent: Monday, January 07, 2002 12:01 PM
To: Donnelly, John L [HR]; Arber, Diane Z [HR]
Cc: Clark, Eugene [GCO]; Cash, Michelle
Subject: RE: Final Documents


John/Diane,

I just spoke with Lavo. He believes group B should be:

Shively
Arnold
Belden
Presto
Allen
Benson
Calger
Davis (yes Dana M)
Milnthorp
Motley
Sturm
Swerzbin
Grigsby
Zufferli
Martin
Neal
Herndon
Maggi
Tycholiz

and should be 14 of 19 (ie we could swap out 5).

On group c, is this the other 75 or so key commercial and support employees
we talked about at the outset?

On retention contracts, can you send me example?

David

-----Original Message-----
From: Donnelly, John L [HR] [mailto:john.l.donnelly@ssmb.com]
Sent: Monday, January 07, 2002 10:31 AM
To: Oxley, David; Arber, Diane Z [HR]
Cc: Clark, Eugene [GCO]; Cash, Michelle
Subject: RE: Final Documents


Please note that we have tightened the non-solicitation language in the
retention agreements for for the Group A & B employees. 

-----Original Message-----
From: Oxley, David [mailto:David.Oxley@enron.com]
Sent: Monday, January 07, 2002 11:23 AM
To: Arber, Diane Z [HR]
Cc: Donnelly, John L [HR]; Clark, Eugene [GCO]; Cash, Michelle
Subject: RE: Final Documents


OK. Let me check final list and I'll get it back with you by 1pm your time.

-----Original Message-----
From: Arber, Diane Z [HR] [mailto:diane.z.arber@ssmb.com]
Sent: Monday, January 07, 2002 10:02 AM
To: Oxley, David
Cc: Donnelly, John L [HR]; Clark, Eugene [GCO]; Cash, Michelle
Subject: Final Documents


David,
The required document which will filed by 4:00 PM today identify the actual
employee names who will be part of the new entity. Please confirm the names
in  Group A & B and forward the names for group C.

Section 8.5  Employees.  Prior to Closing, Buyer or its Affiliate shall have
entered into retention agreements with (a) each of the three individuals
listed on Schedule A, (b) each of the 13 individuals listed on Schedule B,
provided the Buyer shall provide substitute different individuals,
reasonably acceptable to Buyer, for no more than two individuals on Schedule
B, and (c) 80% of the individuals on Schedule C.....

Group A: Top 3  (3 out of  3 Join)
Greg Whaley
John Lavorato
Louise Kitchen

Group B: 13 (11 out of 13 Join)
Hunter Shively		
Tim Belden		
John Arnold		
Mike Swerzbin		
Fletch Sturm		
Matt Motley		
Philip Allen		
Chris Calger		
Kevin Presto		
Dana Davis		**Please confirm that this is Mark D Davis
Rob Benson		
Mike Grigsby		
Mike Maggi		

Group C: 80%
??

Please feel free to contact me with any questions.

Diane Arber
Fixed Income Human Resources
Phone: (212) 723-9537



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