FOR YOUR INFORMATION

 -----Original Message-----
From: 	Whalley, Greg  
Sent:	Thursday, November 15, 2001 2:11 PM
To:	Schwieger, Jim
Subject:	RE: Fastow Rumor

I would have to check to speak definitively on any clauses in his contract, but I don't believe there was a change of control provision.  I don't know of anyone other than Ken who has one.  There was some argument regarding andy's contract and payments that might be due under involuntary termination, but at this time we are not paying anything.  Andy was put on a leave of absence, and subsequently resigned.  We are still investigating the related party transactions.  Hope this helps.

 -----Original Message-----
From: 	Schwieger, Jim  
Sent:	Thursday, November 15, 2001 11:27 AM
To:	Whalley, Greg
Cc:	Schwieger, Jim
Subject:	Fastow Rumor

Greg:

A rumor is going around that Andy Fastow's employment contract had language that would allow him to be paid $9,000,000 or some amount if a change of control of the corporation occurred.  Several questions come to mind related to this issue that I would appreciate your response:
	1)  Please confirm the existence of such a clause or similar clause in Mr. Fastow's contract that would allow him a claim of additional money from an Enron entity.
	2)  If such a clause does exist what is Enron's intent as far as payment or litigation?
	3)  What other Enron employee's have such clauses that would allow them to benefit from the merger?

Your clarification of the above questions would be appreciated!

	Thanks, Jim