Enron Mail

From:enron.general.announcements.enronxgate@enron.com
To:recipients@enron.com
Subject:Enron/Dynegy Merger; Antitrust Issues
Cc:
Bcc:
Date:Tue, 27 Nov 2001 12:42:00 -0800 (PST)

As you know, Enron has signed a merger agreement by which Dynegy will
acquire Enron. We expect the transaction to close following shareholder
and regulatory approvals and various conditions to closing.

Even though Enron has entered into this agreement, U.S. and foreign
antitrust laws require that Enron and Dynegy continue to operate
independently of each other. In particular, to the extent that Enron and
Dynegy are competitors in various businesses or markets, their respective
activities must be undertaken at arm's length until the transaction has
closed. Therefore, for antitrust purposes you should treat Dynegy as you
would any other unaffiliated company notwithstanding the merger agreement.

In addition, all information, documents and communications related to the
merger between Enron and Dynegy should be coordinated through and approved
by Mark Muller, Lance Schuler, Robert Eickenroht, Mark Haedicke, Rob Walls
or Greg Whalley of Enron. It is absolutely critical that this procedure be
maintained. To the extent that information is required to be disclosed to
Dynegy under the merger agreement, then such disclosure should be approved
by one of the foregoing individuals.

If you have any questions concerning this notice, please contact Lance
Schuler (713/853-5419), Robert Eickenroht (713/853-3155), Mark Haedicke
(713/853-6544) or Rob Walls (713/646-6017). Thank you for your help in
this matter.