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SPECIAL

COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE MEETING.
September 14,2001

  CONFIDENTIAL

ECjj34%WZA052

EXH004-00912

GOVERNMENT
EXHIBIT
  623
  Crim. No. H-04-25 (S-2)



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SEPARATION AGREEMENT
for
  REBECCA CARTER
SVP - Board Communications & Secretary - Enron Corp.

  lmount

Separation Payment per Standard Employment Contract	$ 560,000
Annual Bonus for 2001 Performance	300,000
Medical Premiums	15,000
Total Payout	$875,000

  Notes:
• Effective Date of Separation - January 31, 2002
  • Employment Contract Payment will be paid in a lump sum
• Executive will be allowed to keep computer at home

EC37349AO031053

(1)

EXH004-00913


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UNANIMOUS CONSENT
STOCK GRANT

  Stan Horton - Chairman & CEO, Enron Tri nsportation Services Conipau~

• On August 13, 2001, a grant of restricted stock was approved for Stan Horton to

be granted on the date approved by the Compensation Committee or the date an

employment agreement was executed.

• 37,500 shares of restricted stock were approved. The value of the shares on the
date of grant, August 20, 2001 (date employment agreement was executed) was

  $36.25 per share or $1,359,375 which represents a $140,625 shortfall from the

approved $1.5mm value.

• Management requests the approval of an additional 3,880 shares of restricted

stock with standard vesting to make up the shortfall.

EC37349AO031054

(2)

EXH004-00914


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Renewed Employment Agreements
Award Analysis

					Stock Options	Restricted Stock4
Current Contract	Proposed Contract		Signing	Retention				Up to #
Expiration Date	Extension Date		Bonus'	Bonus2	Grant Value	# of Options	Grant Value	of Shares
								
Expired	4/1/2004	$	400,000	$ 400,000	$ 500,000	45,455	$ 500,000	20,000
7/31/2002	7/31/2004	$	300,000	$ 300,000	$ 750,000	68,185	$ 750,000	30,000
10/31/2002	10/31/2004	$	250,000	$ 250,000	$ 500,000	45,455	$ 500,000	20,000
12/31/2001	12/31/2004	$	150,000	$ 150,000	$ 200,000	18,185	$ 200,000	8,000
								
		$	1,100,000	$ 1,100,000	$ 1,950,000	177,280	$ 1,950,000	78,000

' Signing Bonus will be given in cash with provision that the Executive repay in full if voluntary termination occurs within 12 months of contract signing.
2 Retention Bonus will be given in cash 12 months after contract signing with provision that the Executive repay in full if voluntary termination occurs within 12 months
of bonus payment.
3 Stock Options will be granted on the later of the day the Comp. Committee approves the grant or the date on which the Executive's contract extension is signed and will
vest 15% on date of grant, 15% on each 6 month anniversary and the final 10% on the 3 year anniversary of the grant date.
4 Restricted Stock will be granted on the later of the day the Comp. Committee approves the grant or the date on which the Executive's contract extension is signed and
1/3 of the shares will vest on each anniversary of the grant date.

EC37349AO031055

(3)

EXH004-00915


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Current

  2001 \lai•kct 1?ata
",-th°tilc
a r ,

Base Salary	$ 520,000	$ 839,000
2000 Bonus	2,500,000	1,571,000
2001 LTIP	3,725,000	6,365,000
Total Direct Compensation	$6,745,000	$8,775,000

=XH004-00916

MARK FREVERT
VICE CHAIRMAN

Notes:
• @ $35, unvested 01/02 $600,000

• Current Contract expiration - 05/31/03

  Recommendation

Contract Term	Extend to 05/31/04
Base Salary	$600,000
Annual Bonus	Eligible in January 2002
Equity Grant:	
Stock Options2	$5,500,000 in value (approximately 500,000 options - granted in
	traunches of 125,000 on later of date the Comp. Committee
	approves the grant or the date on which the Executive's contract
	extension is signed, 125,000 on 10/1/01, 125,000 on 11/1/01,
	125,000 on 12/1/01)
Restricted Stock3	$2,000,000 in value (approximately 80,000 shares - granted on
	later of date the Comp. Committee approves the grant or the
	date on which the Executive's contract extension is signed)

(1) Discussed and approved by Chuck Essick, Towers Perrin.
(2) Stock Options will vest 15% on date of grant, 15% on each 6 month
anniversary and the final 10% on the 3 year anniversary of the grant
date.
(3) Restricted Stock will vest over three years with 1/3 of the shares vesting
on each anniversary of the date of grant.

  (4)
  EC37349AO031056


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ANDY FASTOW
EVP & CFO

  2001 Market Data
(current C1 7-
  (Tot) Financial)

Base Salary	$ 400,000	$ 550,000
2000 Bonus	1,300,000	1,050,000
2001 LTIP	4,000,000	4,000,000
Total Direct Compensation	$5,700,000	$5,600,000

Notes:

  @ $35, unvested 09/01 = $2,600,000

• Current Contract expiration - 02/28/03

  Recommendation

Contract Term	Extend to 02/28/05
Base Salary	$500,000
Annual Bonus (Target)	$1,000,000 - $1,500,000
Retention Payment	$250,000
Long-Term Incentive Plan (Annual Target)	$3,450,000
Target Annual Compensation	$5,700,000

Additional Terms and Conditions Requested
  (1) Retention Payment of $250,000 will be paid on the 1St, 2nd and 3rd
anniversary date of the Executive's contract extension signing
(2) Target Annual Compensation to be paid to Executive each year
(3) Involuntary Termination occurs for any of the following:
  a. Employee is not appointed to Office of the Chairman as Vice
Chairman or CFO reporting to Ken Lay within one-year of contract
extension signing and remaining in position until expiration of
contract(?)
  b. Target Annual Compensation is not paid to employee in any year
c. If at any time fewer than 80% of the members of the Board of
Directors (of ENE or any survivor company) were members of the
ENE Board of Directors on 2/1/01
  (4) If Involuntary Termination occurs Executive will receive the following:
a. Cash payment equal to the aggregate value of Target Annual
Compensation for remaining term of contract but not less than one

  year
b. Non-compete through term but not less than one year

(5)

EC37300031057

EXH004-00917


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FOR MEMBERS OF THE COMPENSATION COMMITTEE ONLY
	LTIP DISCUSSION	
	KEN LAY - CHAIRMAN AND CEO	
		
MARKET AN	D TOi':\I. DIIZN:{_'T C'Oi~IPENS:~7 lO	(TD(') SL J 1ARl
		
		2002
	2001 2001	Projected
	TDC' Market	TDC'
		
Base	975,000 1,317,000	1,000,000
Bonus	7,000,000 3,000,000	4,000,000
LTIP	22,825,000 20,600,000	20,000,000
		
Total	$30,800,000 $24,917,000	$25,000,000

=XH004-00918

1 LTIP Reflects $16,000,000 granted January 2001 and $6,825,000 existing 2001 value granted
previous to 2001.

2 LTIP assumes $10mm of signing equity granted in August 2001 of which $5,000,000 is
attributable to 2002. Grants or other long-term value through January 2002, included as 2002
total direct compensation.

(6) EG3,~349p003105$


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Ken Lay Insurance Swap Analysis			Scenario I
Enron Purchases Policies and Awards back to Ken with Vesting vs Enron Stock Award	
Ken's Policy	Linda's Policy	Policy Total	Enron Stock
CURRENT SITUATION			
- Tax Basis 5,000,000	5,000,000	10,000,000	
- Current Market Value 2,459,475	2,232,092	4,691,567	
- Current Floor Value 5,819,795	5,420,890	11,240,685	
EXCHANGE POLICY FOR CASH			
- Purchase Price / Current Fair Market Value 5,000,000	5,000,000	10,000,000	
			
AWARD BY ENRON			
- Value of Award 5,000,000	5,000,000	10,000,000	10,000,000
VESTING			
- Assumed Value in 4.25 years (12/31/05) 7,455,171	6,944,173	14,399,344	14,399,344
Enron Issues			
Enron Tax Deduction on Benefit Payments (162m)		No	No
Dilution to Common Shares Outstanding		No	Yes
ENE Taxes on Build-up while ENE owns policy (like any other investment)		Yes	No
Ken Lay Issues			
Initial Liquidity for Insurance		Yes	No
Cash Flow at Vesting for Tax Liability		No	Yes
Cash Flow begins appr. 2007 or when annuity starts		Yes	No
Full Vesting at Earliest of 12/31/2005, Death, Retirement, Disability		Yes	Yes

EC37349AO031059

(7)

=XH004-00919


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Ken Lay Insurance Swap Analysis Scenario 2
Enron Purchases Policies and Awards back to Ken with Vesting vs Enron Stock Award

	Ken's Policy	Linda's Policy	Policy Total Enron Stock
CURRENT SITUATION			
- Tax Basis	5,000,000	5,000,000	10,000,000
- Current Market Value	2,459,475	2,232,092	4,691,567
- Current Floor Value	5,819,795	5,420,890	11,240,685
EXCHANGE POLICY FOR CASH			
- Purchase Price / Current Fair Market Value	2,459,475	2,232,092	4,691,567
			

AWARD BY ENRON

- Value of Award 2,459,475 2,232,092	4,691,567	4,691,567
VESTING		
- Assumed Value in 4.25 years (12/31/05) 7,455,171 6,944,173	14,399,344	14,399,344
Enron Issues		
Enron Tax Deduction on Benefit Payments (162m)	No	No
Dilution to Common Shares Outstanding	No	Yes
ENE Taxes on Build-up while ENE owns policy (like any other investment)	Yes	No
Ken Lay Issues		
Initial Liquidity for Insurance	Yes	No
Cash Flow at Vesting for Tax Liability	No	Yes
Cash Flow begins appr. 2007 or when annuity starts	Yes	No
Full Vesting at Earliest of 12/31/2005, Death, Retirement, Disability	Yes	Yes

fig)

EC37349A0031060

=XH004-00920