Subject: EOTT Sub Unit Options plan
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Wed, 15 Mar 2000 09:56:00 -0800 (PST)

Stan, 
This my understanding of the proposal
In lieu of cash bonus for 1999:
Number of options on EOTT sub units:  Dana Gibbs 80,000  Mike Burke  100,000
Option on sub units @ $5.57/unit
50% awarded when EOTT meets distribution on common units on four consecutive 
quarters
The balance awarded when EOTT meets and pays distribution on all units for 
four consecutive quarters
(Theoretically this could all happen over the next four quarters)
When options on sub units are earned Gibbs and Burke will receive their share 
of distributions that are paid for sub units ( to align Burke and Gibbs 
interests with Enron)
Cost of this program will be paid by Enron.

Stan, I hope this captures the essence of the proposal.  Thanks for investing 
time in this.