Belden and Swerzbin

John,

See below.
---------------------- Forwarded by David Oxley/HOU/ECT on 07/11/2000 10:55
AM ---------------------------
From: Sheila Knudsen@ENRON on 07/11/2000 10:43 AM
To: David Oxley/HOU/ECT@ECT
cc: Jeanette Salinas/HOU/ECT@ECT
Subject: Re: July 5 Grant Awards

David -

Jeannette is out this week. I confirmed with Corp. Compensation the
following:

July grants were priced on July 5 - grant price of $66.4375

Belden and Swerzbin are each receiving 20,000 options ($400,000 value @ $20
Black-Scholes for 5-year options).

Let me know if you have any other questions.

Sheila

David Oxley@ECT
07/10/2000 08:02 AM
To: Jeanette Salinas/HOU/ECT@ECT
cc: Sheila Knudsen/Corp/Enron@ENRON

Subject: Re: July 5 Grant Awards

Jeannette,

Two things:

1 - I was told comp committe met Friday 7th so I guess I just want to be sure
about July 5 strike price
2 - Belden and Swerzbin had 5 year options what were their scholes and
exactly how many were they granted?

Thanks

David

Jeanette Salinas
07/07/2000 11:52 AM
To: Cindy Skinner/HOU/ECT@ECT, Robert Jones/Corp/Enron@ENRON, Sheila
Walton/HOU/ECT@ECT, Gary Buck/HOU/ECT@ECT, Kim Melodick/HOU/ECT@ECT, Brad
McSherry/HOU/ECT@ECT, Norma Villarreal/HOU/ECT@ECT, Hector
McLoughlin/Corp/Enron@Enron, Teresa Bien/Corp/Enron@Enron, Philip
Conn/Corp/Enron@ENRON, Fran L Mayes/HOU/ECT@ECT, Dawn Doucet/CAL/ECT@ECT,
Ryan Seleznov/Corp/Enron@Enron, Ted C Bland/HOU/ECT@ECT, Edward
Anderson/Corp/Enron@ENRON, Mark Broadfoot/HOU/ECT@ECT, Jennifer
Cronin/Corp/Enron@ENRON, Amanda Curless/Corp/Enron@ENRON, Becky
Quintana/Corp/Enron@ENRON, Jennifer Richard/HOU/ECT@ECT, Debi
Vanwey/HOU/ECT@ECT, Tony Vasut/HOU/ECT@ECT, Chris Williams/HOU/ECT@ECT,
Elspeth Inglis/Corp/Enron@Enron, Valeria A Hope/HOU/ECT@ECT, Jane
Allen/HOU/ECT@ECT, Toni Graham/Corp/Enron@Enron, Shanna
Funkhouser/Corp/Enron@ENRON, Neil Davies/Corp/Enron@ENRON, Chris
Williams/HOU/ECT@ECT, Dave Hill/Corp/Enron@Enron, Amy FitzPatrick/PDX/ECT@ECT
cc: Yvonne Laing/HOU/ECT@ECT, Kari Oquinn/HOU/ECT@ECT, Sheila
Knudsen/Corp/Enron@ENRON, Donna Salazar/Corp/Enron@ENRON, Cynthia
Gonzalez/Corp/Enron@Enron, Janet De La Paz/HR/Corp/Enron@ENRON, Irma
Alvarez/HOU/ECT@ECT, David Oxley/HOU/ECT@ECT, Ramona
Perkins/Corp/Enron@Enron, Cynthia Ramirez/HOU/ECT@ECT, Simone Scott
Walker/Corp/Enron@ENRON, Marlow Anderson/Corp/Enron@Enron, Todd
Burke/NA/Enron@ENRON, Rhonna Palmer/HOU/ECT@ECT
Subject: July 5 Grant Awards

To All:

Per Corporate Compensation, all miscellaneous stock awards (June submission
-July Grant Awards) have been approved with a grant date of July 5. These
awards were approved at the closing price on July 5 - $66.4375, and at a
Black - Scholes value of $25 for a 7 - year term and $28 for a 10 - year
term.

The ratio for a 7-year option remains at .365. This ratio will be reviewed
and updated as needed and is subject to change. Please encourage the focus on
the dollar value the equity grant is intened to deliver vs. how many options
will be awarded. With the volatility of Enron stock, the BSV can change from
time to time, which could effect the number of options awarded.

Regards,
Jeanette

I