Twanda, we need to revise Shankman's contract as described below.  Thanks a  
lot!!  Michelle  (Memo to Oxley)

------------------------------------------------------------------------------
---------------------------

Michelle Cash
Enron North America Corp.
1400 Smith Street
Houston, Texas  77002
(713) 853-6401
michelle.cash@enron.com

This message may contain confidential information that is protected by the 
attorney-client and/or work product privileges.
----- Forwarded by Michelle Cash/HOU/ECT on 06/20/2000 05:19 PM -----

	David Oxley
	06/20/2000 04:56 PM
		 
		 To: Michelle Cash/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Contract

Can you update draft and let me have a copy?

Thanks
---------------------- Forwarded by David Oxley/HOU/ECT on 06/20/2000 04:56 
PM ---------------------------


Mary Joyce@ENRON
06/20/2000 04:19 PM
To: David Oxley/HOU/ECT@ECT
cc: David W Delainey/HOU/ECT@ECT, Cindy Skinner/HOU/ECT@ECT, Pam 
Butler/HR/Corp/Enron@ENRON 
Subject: Re: Contract  

David,

Lets move forward!  Approved by Jeff.

Thanks!

MAry



David Oxley@ECT
06/16/2000 02:37 PM
To: Mary Joyce/HR/Corp/Enron@ENRON
cc: David W Delainey/HOU/ECT@ECT, Cindy Skinner/HOU/ECT@ECT 
Subject: Contract

Mary,

I spoke with Dave and Mark above below and have concluded that we would like 
to go back to him with following offer. Before we do so can you make sure 
this is OK with ENE OTC;

   Offered   His Counter  Proposed Compromise

Contract Term  2 years   Happy for 3  leave at 2

Base   $250   Agreed   No change
   $275 2/1/01

S/O Equity  None   $500k options  None

Bonus   $1.25mmTarget  $1.5mm Target(for 00) $1.5mmTarget (for 00)
      $1.25mm Target (for 01) $1.25mm Target (for 01)

ENE LTI   $1.25mmTarget  $1.5mm Target (for 00) $2mm Target (for 00)
      $1.25mm Target (for 01) $1.25mm Target (for 01) 

All targets for top 25% performance.

David



---------------------- Forwarded by David Oxley/HOU/ECT on 06/16/2000 01:57 
PM ---------------------------
From: Jeffrey A Shankman on 06/13/2000 02:25 PM
To: David W Delainey/HOU/ECT@ECT
cc: David Oxley/HOU/ECT@ECT 
Subject: Contract


	

Following up from yesterday:
 
 Base--$250 effective at contract sign
 Base--$275 effective Feb 1, 2001
 (Already discussed)
 
 Bonus Target for Cal 2000  Bonus Target for Cal 2001
 Cash   1,500,000  Cash  1,250,000
 Stock/Opt 1,500,000   Stock Opt 1,250,000

Bonus Target for Cal 2000 assumes current performance, etc, etc.
Stock/Opt targets structured as program paid/participated in Bonus paid in 
Cal 2000.
Also, 
 Options on 100,000 shares of Enron (valued at current valuation) Struck on 
date of contract execution with 25% vesting at contract signing, an 25% each  
January thereafter.
 
Also,
 $500,000 interest free loan (between ENA and myself) payable back by 
employment contract expiry.

Standard MD noncompete. 
David, you had mentioned (at Cliffs suggestion a 2 year deal, but I'd be 
happy to entertain 3 if you prefer).