Subject: Auction Employment Agreements with Condition Precedents
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Sun, 6 Jan 2002 17:30:32 -0800 (PST)

The following e-mail is to confirm my understanding of the following verbal assurances provided to me as part of the intent and conditions for signing a contingent employment agreement/retention package related to the sale of the Enron gas and power trading business ("Enron trading business") to a new entity.

If a new entity purchases the Enron trading business and the contingent employment agreement executed on January 5, 2002 becomes a valid and binding agreement, Enron's management will not initiate a lawsuit to recover the 2001 performance bonus payments.
Enron and/or purchaser of the Enron trading business will seek approval from the bankruptcy judge of the 2001 performance bonus payments to eliminate any future uncertainty with respect to the validity of those payments.
To the extent the total retention $'s available for the Enron trading business employees is increased above current levels (from the leading bidder as of January 5, 2002), the intent of Enron's senior management is to make an upward adjustment to the individual employees who have committed to the new entity such that the employee maintains a substantially similar percentage of the total "pool" of retention $'s.