---------------------- Forwarded by Michelle Cash/HOU/ECT on 08/10/2000 01:13 
PM ---------------------------


David Oxley
08/01/2000 09:45 AM
To: Cindy Olson/Corp/Enron@ENRON
cc: Michelle Cash/HOU/ECT@ECT 
Subject: Thanks for draft contract

Seems we are close but a few things are different than my spreadsheet we 
discussed. Here are my comments:

1 - I think this needs to be a UK form contract rather than US. Otherwise I 
think it is difficult for me to mainatin all the UK benefits (Pension, share 
plan etc.,). All numbers bar base can stay in US$'s. The Base will need to be 
translated at 1.5 into UKpds (ie pds150,000 then the car allce subtracted 
pds10,800 and shown as such) and state in the contract how much should be 
paid on US payroll and how much in UK (my current arrangements allows me to 
keep about pds600 per month paid in the UK so I can pay UK bills). I am happy 
to prepare a draft of this is you wish for Michelle and John Chapman to 
review.

2 - I'd like confirmation that new base is effective June 1, 2000. This is 
when we started these discussions.

3 - The cash retention amounts of pds45,000 are missing. We agreed this would 
be paid 3/01 and 3/02.

4 - There are 3 stock option grants on appendix A of $100k each, but I 
believe we agreed $120k on signing and $120k 6/01. Additionally given you 
were uncomfortable with additional base bump in Jan 01 I suggested we add 
that $25k to the second option grant making it $120k in options on signing 
and $145k in 6/01. Incidentally, can we make these clearly 5 year options 
with standard vesting (1/3, 1/3, 1/3).

5 - On Bonus targets, can we insert top 25% as a VP, top 50% otherwise, after 
each target.

6 - On ENE LTI awards, I believe we agreed this years award of $300 would be 
guaranteed. For 01 I would like again wording saying "as a VP" inserted after 
25% target and top 50% otherwise.

7 - Not sure if we need to but obviously the Relo memo might need to be 
referenced with regards to this not being the sole agreement etc.,

Thanks

David