Content-Transfer-Encoding: 7bit
Return-path: <Mcneillyd@aol.com>
From: Mcneillyd@aol.com
Full-name: Mcneillyd
Message-ID: <14d.3c776a7.291decd3@aol.com>
Date: Fri, 9 Nov 2001 21:37:07 EST
Subject: Merger Impact on Employee/Retiree Stock Options
To: Ken.Lay@enron.com
MIME-Version: 1.0
Content-Type: text/plain; charset="US-ASCII"
X-Mailer: AOL 5.0 for Windows sub 108

I worked for Enron and Internorth for about 24 years, was elected to the
Chairman's Roundtable in 1999, and was severed with early retirement in
February 2001.

When I retired in February my 10,000+ stock options had a value of about
$265,000.  At the price of the Enron/Dynegy merger, $10.41 per share, my
options have zero value.  I know that I am not the only employee/retiree in
this position.

The 1994 Stock Option Plan, as I read it, does not address what happens when
a merger occurs that is approved by the board of directors.  What happens
now?  Do the options die?  Do the options get converted to Dynegy stock
options in some fashion?  I am interested in the answer but not optimistic.

Over the years I and other employees were encouraged/enticed into taking part
of our annual bonuses in the form of options.  In taking these options, I
relied on the integrity of the Enron executive leadership that their
statements of the good financial shape of Enron were true.

In retrospect it appears I should have cashed the options in when I had the
chance.  Even in early August I could have got close to $100,000 for my
options.  But again, I believed the statement that there was no bad news
coming.

The company has preached the values; R.I.C.E.- Respect, Integrity,
Communication, and Excellence.  Are these only platitudes or were you serious
when you honored me for practicing them?

Respectfully,

J. Douglas McNeilly
mcneillyd@aol.com