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