Enron Mail

To:chairman.ken@enron.com, kenneth.lay@enron.com
Subject:RE: Change of Control Provisions
Date:Wed, 14 Nov 2001 08:01:28 -0800 (PST)

Dear Mr. Chairman:
Thanks for your excellent leadership, generosity and thoughtfulness. It rem=
inds me of a story of an old man who is walking along the beach early in th=
e morning. As the tide is going out and sun is coming up, it gets lighter a=
nd lighter and the old man spies a figure running along the beach, appearin=
g to be dancing. When he finally gets close enough he sees that it's a youn=
g boy, picking up star fish that he finds lying in the sand...throwing them=
back into the ocean. "What on earth are you doing?", says the old man to t=
he boy. The boy stops and says, "The tide is going out and soon the sun wil=
l be high in the sky. These star fish will be stranded here in the hot sun =
and if they're not put back in the water, they'll die." The old man looked =
at the boy and looked at the beach. "You have an impossible task ahead of y=
ou. The beach stretches on and on for miles. There are hundreds of starfish=
. What possible difference can you make?" The boy stooped down, picked up a=
star fish and flung it out into the water. Then he turned and looked at th=
e old man and said, "It made a difference to that one."=20
You've probably heard that story before...but... That's what it's all about=
...making a difference. At the heart of every successful organization, ther=
e are "great people who do great things."=20
Thank you once again and we wish to have your continued leadership.
Best Regards

-----Original Message-----
From: =09Ken Lay - Office of the Chairman =20
Sent:=09Tuesday, November 13, 2001 6:24 PM
Subject:=09Change of Control Provisions

As many of you know, I have a provision in my employment contract which pro=
vides for a payment of $20 million per year for the remaining term of my co=
ntract in the event of a change of control of Enron. The merger with Dyneg=
y, or a similar transaction with any other company, would trigger this prov=
ision on closing. Assuming the merger with Dynegy is closed within 6-9 mon=
ths, as we expect, this provision would entitle me to total payments of sli=
ghtly more than $60 million.

Many CEOs have change of control provisions in their employment contracts a=
nd 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 t=
hese 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 t=
he remainder in stock and cash. However, after talking to a number of empl=
oyees this afternoon, I have decided that the best course of action would b=
e 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 famili=
es 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 s=
till very proud of what we have built at Enron, and I want to continue work=
ing with all of you to correct the problems and restore Enron to its rightf=
ul place in the energy industry.

Thank you.