Subject: PROPOSED RETENTION PLAN: IMMEDIATE ACTION REQUIRED: NOTE FROM JANET DIETRICH & DAN LEFF
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Date: Thu, 24 Jan 2002 10:35:38 -0800 (PST)

After discussions with the management team, the HR group and our advisors on Wednesday, January 23, 2002, we agreed that Janet Dietrich and I would co-lead, with HR and our advisors, the completion of the proposed Key Employee Retention and Severance Program for Enron.

A lot of ground work has been completed, however, we need to bring it together into a complete, concise and workable plan that can be negotiated and agreed to over the next two weeks.  Timing is critical.   In order to work towards retaining the intellectual capital required to maximize the value of the assets of the estate, the internal plan needs to be substantially complete by the close of business, Monday, January 28, 2002.  From there, we will endeavor to complete final discussions with the Creditors Committee and their advisors during the weeks of January 28 and February 4, 2002.  

We need your assistance between now and this Monday to complete the preparation work.

Specifically, Janet or I will schedule some time with you today, tomorrow, over the weekend or on Monday to review to following information for Debtor companies:

validation of the information that you have already provided to HR
obtain any additional information necessary to make sure that the HR file is complete and accurate
your business plan, by quarter, for the next several quarters
a clear illustration of the value that exists (as it is currently best understood), along with a plan to realize that value
a clear mapping of your personnel to the plan
projected role, by individual - discussion to include your view on near term activities (ex: data mining) versus longer term roles (ex: asset sales, etc)
projected completion time, by individual, by task - to realize the value
discussion, by individual, regarding the most appropriate type(s) of retention / severance to utilize for their intended role
services provided, by individual, to debtor and non-debtor companies - including IT system connections and ties, partial and complete headcount, etc.

For non-debtor companies, we need to discuss:

services provided, by groups and individuals in debtor companies, including level of reliance, ability to separate tasks, individual / group services, etc.
any other issues that you believe need to be discussed and considered in these discussions

Preliminarily, we have broken out the groups as follows:

Janet Dietrich (with Kalen Pieper and Shanna Funkhouser) will meet with the following:

Wholesale		Jim Fallon	
EBS		Rich DiMichele
EGM		Gary Hickerson
EIM		Rodney Malcolm
EA		Don Miller		
Ongoing Concern	Janet Dietrich
Operations		Bob Hall
IT			Piper / Dayao

Dan Leff  (with Robert Jones and Marla Barnard) will meet with the following:

Finance		Jeff McMahon
Treasury		Ray Bowen
A/P, Purchasing, Cash Management, Insurance, IR

HR, EPSC, etc,	Cindy Olson
Properties, EHS
EES		Dan Leff
Accounting		Rick Causey
Tax			Bob Hermann
Government Affairs	Rick Shapiro
RAC		Rick Buy
Legal		Jim Derrick
PR			Mark Palmer
ETS		Stan Horton
International Assets	Jim Hughes
E&P		Scott Josey
EEOS		Brian Stanley

By the close of business today, Robert Jones from HR will send to each of you a spreadsheet illustrating:  employee name, title, salary, supervisor, projected role, projected completion date for the role, application of type of retention to the role, comments, etc.  Please review and verify this information prior to our meeting.

If we have missed a group on these lists, please advise Janet or I immediately.

Thank you for your input and help.  Kay Chapman or Esmeralda Hinojosa will work with you to set up time to meet in the next couple of days.

Thanks - Janet & Dan