---------------------- Forwarded by David W Delainey/HOU/ECT on 01/11/2001 
11:18 AM ---------------------------
From: Brian Bierbach@ENRON on 01/11/2001 09:14 AM MST
To: David W Delainey/HOU/ECT@ECT
cc:  
Subject: End of Year Bonus

--  PLEASE DISREGARD IF YOU RECEIVED AN E-MAIL FROM ME ON 1-9-01 (I was 
having trouble with the network in Houston)

Dave,

The attached spreadsheet outlines my recommendations on proposed changes to 
the bonus distribution.

In regard to my expectations, I am expecting a significant increase from last 
years bonus for the following reason.

It was my strategic decision to:
pursue the asset development business in conjunction with other business 
lines (made and received approval to hire the necessary people and execute 
the strategy from Kevin Hannon).
close both Wind and Powder projects simultaneously versus only focus on the 
Powder River Project (know one thought that both could get done in a 7 week 
time frame. At the risk of not being able to get either closed, I went out on 
the limb and sent Whitt to negotiate and close Wind River ($72 MM) while I 
negotiated and closed Powder River ($75 MM).
it was my idea to create Enron Midstream Services and develop a gathering 
business in the Powder. That decision enable us to hedge our firm transport 
decision on Fort Union and enabled us to receive $54 million for the sale of 
the business
I made the  call and initiated the joint bid between Northern Border and ENA 
to acquire a combined 49% interest in Bighorn Gas Gathering.  We sold our 
interest to NBP for $22 MM
I initiated the discussions, structured the transaction, negotiated the value 
and closed Project 20/20 with NBP.  There was a point in the negotiations 
where it was known that I was going with NBP and therefore had to take a 
neutral position.  However, by that time, the value had been established and 
many contentious issues regarding valuation had been agreed upon
it was my call to preserve value in the transaction and have myself and a 
team of 12 others go over to NBP versus have them deduct the cost associated 
with a Management Services Agreement from the purchase price.  This saved ENA 
over $20 MM in value.  Needless to say, we are now having to deal with 
managing a highly aggressive budget and adjust to a very different management 
style and compensation plan. I feel personally that ENA was the primary 
beneficiary of the higher valuation.  As you can appreciate, I have a 
personal issue with this and would like this to be considered for bonus 
determination.

In general, I think Project 20/20 was just part of my contribution to ENA 
during my tenure in Denver.  In total, this office has generated in excess of 
$150 million in earnings with no remaining risk potential.  I have been 
fortunate to have hired a solid team that approached many of the projects we 
worked on in a team manner.  I think that approach has been successful and I 
am hopeful that major contributors on the team will be compensated 
appropriately.

I appreciate your consideration Dave!  Please let me know if you have any 
questions or thoughts regarding this e-mail.

Brian