Rick,

My views are as follows:

- The sale of the deepwater assets makes sense due to their requirement of significant ongoing capital expenditures; the other assets of the company should also be auctioned off concurrently (although we would retain the right to continue to hold them if the offers received were inadequate); research into our commitments to Lehman as the sales advisor previously needs to be conducted (I have asked Don Miller in Corporate Development to research this).

- The fact that the Mariner severance package is considerably better than the Enron package will be is a significant optical issue and not reducing it may create an issue with the creditors committee for the Enron bankruptcy.

- The extension of employment agreements and consulting agreements, in my opinion, should be for a shorter time period, say to March 31, 2002, again in light of the Enron situation and the optics to the creditors committee.

Dave

-----Original Message-----
From: Buy, Rick 
Sent: Tuesday, December 04, 2001 12:45 PM
To: Gorte, David; Larson, Bradford
Subject: FW: Letter to Mariner Board Members
Importance: High
Sensitivity: Confidential


Any thoughts on this? Rick

-----Original Message-----
From: Cagle, Donna [mailto:DCAGLE@mariner-energy.com]
Sent: Tuesday, December 04, 2001 11:10 AM
To: Melendrez, Jesus; Buy, Rick; Keel, Allan; Josey, Scott D.; Clark,
Richard; 'Bob Henderson'; 'mstrick443@earthlink.net'; Fox, Craig A.;
'mark.e.haedicke@enron.com'; 'whalley@enron.com'
Cc: Zelikovitz, Kelly; Bushman, Teresa G.
Subject: Letter to Mariner Board Members
Importance: High
Sensitivity: Confidential


Please see attached letter from Scott Josey. Thank you.

Donna M. Cagle
Executive Administrator to President & CEO
Mariner Energy, Inc.
580 WestLake Park Blvd., Suite 1300
Houston, TX  77079
281/584-5511 (phone)     281/584-5515 (fax)
dcagle@mariner-energy.com

 <<Board Letter 12-4-01.doc>>