RE: Change of Control Provisions

WOW! I always new you cared about us but reading this made me cry. We have been lucky to have you! I hope your family enjoys you as much as your extended family here at Enron does. I've only contributed to Enron for two years but I've always been very proud of Enron and will continue to be proud regardless of what happens long term. Take care and remember most of us are saying a lot of prayers.

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