Options

Mr. Lay:

First, I want to say that I've been a dedicated employee of Enron for 9 yea=
rs now and, looking back over that time, it's been the greatest period of m=
y life, career-wise. When I first went to work for Enron, I was almost sta=
rry eyed. I was working for the home town team and it was just the greates=
t company I had ever been associated with. I started out with Enron Power =
Corp. and the energy and focus within that group was just incredible.

I've seen a lot of change over the past 9 years. Some great, some good and=
some not so good. But all in all, I would do it all over again in a heart=
beat, because I still trust in the core of this company and decisions our =
management have made. But most of all, we've still got great people. Base=
d on the current events of the past 3 to 6 months, it does indeed look like=
we are going to have to "do it all over again". However, I am an eternal =
optimist. Looking at this in football terms... this is a rebuilding year =
and we've got a bright future with a young team and a deep bench.

One thing I always hung my hat on was the integrity that both you and Rich =
Kinder exuded. I was saddened to see Mr. Kinder move on, but I was confide=
nt that having you remain behind would continue our successes. And we have=
been successful. Aside from the LJM issue (which, to be honest, I still d=
on't fully understand), I think we've just had some external distractions t=
hat have hampered our stock growth this year, such as Dabhol, Portland Gene=
ral, California, etc., in addition to the market conditions in general. =20

In the all-employee meeting, you told the troops that it was going to take =
the continued dedication and hard work from all of us to get things going i=
n the right direction in order for us to dig out from this mess. I am full=
y prepared to do this, however, there is one request I would like to bring =
up. I know I am not the only person out there who has options that are goi=
ng to expire at the end of this year. In all my wildest dreams (or nightma=
res), I would have never envisioned the stock getting low enough to threate=
n a grant price of $21.563, but here we are. As a dedicated and confident =
employee, I hung in there early in the year and listened to all indications=
around me that the stock would go to 100. Later in the year, as the stock=
moved downward, I heard indications that we were going to bounce back stro=
ng. I was on board. I was excited. I trusted that this was the case. In=
fact, I look back on this past year and, based on what I knew at the time,=
I would probably do the same thing over again.

But... that was then and this is now. It has been painful for me, as I k=
now it has been for you and all others with a stake in this company. I wan=
t to get us back to our heyday and am willing to commit to that end. =20

My request is simple... is there any way possible to extend options expi=
ring at the end of this year by one year?

If you want to make a good faith gesture towards long-time employees who ar=
e willing to re-dedicate themselves to the daunting task at hand, I can thi=
nk of nothing better for the short term. I think extending the expiration=
date on options would go a long way towards healing an Enron employee popu=
lation who need some good news in the midst of this situation we find ourse=
lves in. =20

If you can't do anything, I will understand. I know your office has always=
had an open door policy with respect to e-mail feedback, but this is the f=
irst one I've ever written. I always contend that it never hurts to ask in=
a situation like this.

Mark