FW: DRAFT MEDIA STATEMENT RE: KLL COMPENSATION

FYR

-----Original Message-----
From: Denne, Karen
Sent: Tuesday, November 13, 2001 1:29 PM
To: Derrick Jr., James
Cc: Harris, Stephanie J ; Meyer, Vance; Philipp, Meredith; Palmer, Mark A. (PR); Kean, Steven J.; Denne, Karen
Subject: DRAFT MEDIA STATEMENT RE: KLL COMPENSATION
Importance: High
Sensitivity: Confidential

Jim -- We have been getting a large number of media calls about the 14A filing, which discusses Ken Lay's change of control provision in his contract. We would like to use the following with media -- and internal meetings with employees:

Change of control provisions are very common at the CEO level. Ken has had a change of control provision in his employment contract since 1989. It enables him to trigger an involuntary termination in the event of a change of control, which includes a merger or consolidation with another corporation and Enron is not the surviving corporation. This would have gone into effect in the event of a hostile takeover or the announced merger with Dynegy.

Please let me know ASAP if we are able to use this statement.

Thank you.
Karen
x39757