Enron Mail

Subject:FW: Change of Control Provisions
Date:Tue, 13 Nov 2001 17:56:32 -0800 (PST)

There is no denying that these are difficult times, and it is all to easy in this day and age to overlook the accomplishments that this Company has acheived in both business and the greater communities that it has served over the years. Yes, the financial impact has affected us all, but as I look back over my thirteen years of employment and the multiple moves that my family has sacrificed for me, I would no doubt do it all again because of the wealth that I have gained in the area of friends, knowledge and work experience of being an ENRON EMPLOYEE. I look foward to the future and in no way ever look down upon the past.

Always remember that great leader are defined in trying times, and therefore I wanted to thank you for your Leadership.

The only help that I need is explaining all the complexities of what happen to my ever inquisitive Mother!

-----Original Message-----
From: Ken Lay - Office of the Chairman
Sent: Tue 11/13/2001 6:15 PM
To: DL-GA-all_enron_worldwide1
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.