Enron Mail

Subject:Change of Control Provisions
Date:Tue, 13 Nov 2001 16:55:45 -0800 (PST)

Ken -

Although I cannot pretend to feel the pressure you have felt over the past year, I do appreciate your interest in the employees as expressed in the current decision regarding the Change of Control Provision. In light of the current circumstances, it is an honorable action. I wouldn't be here (4 yrs; as an Analyst, then and currently an Associate) if I didn't believe in Enron and would have left long ago. Enron has had a profound impact in more than the energy sector, and will continue regardless of Enron's form, simply based on its historical innovation.

To have our health and have had the opportunity to do what Enron has done is astonishing, especially these days. I wish you the best in time ahead.

Be well,

---------------------- Forwarded by Ilan Caplan/ENRON_DEVELOPMENT on 11/13/2001 04:47 PM ---------------------------

Ken Lay - Office of the Chairman@ENRON
11/13/2001 04:31 PM
Sent by: General Announcement@ENRON
To: All Enron Worldwide Distribution
Subject: Change of Control Provisions

As many of you know, I have a provision in my employment contract which provides for a payment of $20 million per year for the remaining term of my contract in the event of a change of control of Enron. The merger with Dynegy, or a similar transaction with any other company, would trigger this provision on closing. Assuming the merger with Dynegy is closed within 6-9 months, as we expect, this provision would entitle me to total payments of slightly more than $60 million.

Many CEOs have change of control provisions in their employment contracts and mine has been in place since 1989. But given the current circumstances facing the company and our employees, I have been giving a lot of thought these last few days to what to do about this payment. Initially, I thought I would use part of the funds for a foundation for our employees and take the remainder in stock and cash. However, after talking to a number of employees this afternoon, I have decided that the best course of action would be for me to waive my right to any of this payment. Therefore, at closing, I will receive no payments under this provision.

I know this action does not remedy the uncertainty that you and your families face. But please know that I will continue to do everything in my power to serve the best interests of Enron's employees and shareholders. I am still very proud of what we have built at Enron, and I want to continue working with all of you to correct the problems and restore Enron to its rightful place in the energy industry.

Thank you.