Problem: BODY: Louise, - It has come to my attention that some groups (back office) have been told that each individual within their group can elect to be part of the Estate or of NewCo. This is surprising to me. No such election has been offered to anyone in EnronOnline (nor do I think it would make sense to offer that), but before I tell people they do not have a choice, I wanted to check with you. - ? - On the issue of bonuses: The numbers we put together made sense to me in the context of an annual bonus with some element of retention mixed in. According to the auctions documents I looked at, retention is identified as being for a 1 year period, with 1/2 of the amount paid up front and 1/2 one year later. If this is the case, it significantly changes the complexion (i.e. more like a retention payment with an element of bonus, rather than bonus with an element of retention) and we should revisit the numbers. Dave
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A: SUBJECT: Bonus and Options

Problem: BODY: Sally, some thoughts/ideas that I thought about after your meeting. Lets promote the positive - some very exciting things are happening such as the move to the new building, lets make sure we get the PR out there to talk about the new features, move in plans, etc. I know security is tight but how about a mini open house. At this point it would do us good to go beyond the "Building Guy". I know I get excited whenever I'm over there. Things like vendors in the lobby to push new technology etc. I believe it's important to keep that almost "electric" atmosphere that surrounds the company. Lets show our employees that our outside business relationships are as strong as ever and our vendors/business partners still view Enron as someone they are eager to continue doing business with. I always get charged up when the lobby is full of activity. Keeps the pulse of Enron at a high level. Get some fun things out there, things the employees can purchase, electronic devices are always attractive. Work out a decent discount to make it exciting. Give it a holiday twist. Even if it costs us a few bucks to make that happen might be worth it. Make a push to host more industry meetings (GISB is one that I can help with). Lets get our counterparties in here and let them know nothing has changed. We can include mini tours of the new building to get the word back on the street about how we might be down but boy are we poised to grow, grow and grow some more. I mentioned to you that I believe it's important for the Executive team to show up often to reassure our employees that yes there are real, caring people running this company. Maybe some impromptu floor meetings to talk about recent events. Let them feel like there is a real connection. Make it personal and regular. Thanks for listening, the sense from my group has been okay. Lots of concerns but nobody running out the door at this point. I'll keep you posted. Bob Superty
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A: SUBJECT: Suggestions to help short term morale

Problem: BODY: We need to meet on Wednesday, the 2nd, at 2:00 pm (in the big conference on the sixth floor in ECS) to go back through the East Power contracts that we will continue to serve either through the pools or under bilateral deals. Given the drill we went through today in preparing for the January schedules in PJM and NEPOOL, it became apparent we need to get all the team members on the same page and make sure we have a good system for notifying all relevant parties of terminations, changes, etc. Bill/Ed - Can you please run the most recent DPR for non-terminated East Power contracts. Casey and Stacey - will you please update the spreadsheet that you ran for Kevin last week. Let's make sure we all agree on contracts that have been terminated. As most of you probably have seen, a number of terminations have been received in the past several days (see below). United Illuminating - effective January 1, 2002 HQ Energy Services - effective January 1, 2002 First Energy Solutions - effective January 2, 2002 Old Dominion - effective January 10, 2002 - we should schedule in PJM through the 10th of January (do we have any other positions with Old Dominion). Ameren Energy GPU Energy - effective January 21, 2002 - we should schedule in PJM through the 21st of January (they may push back, but we should remind them that they will be subject to LDs). Thanks,
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A:
SUBJECT: East Power Meeting