Ken,

     Bill Beecher is planning to contact you to discuss your
Indemnification Agreement.  Thanks.

                              Keith Larney

----- Forwarded by Keith Larney/Dallas/US/i2Tech on 10/13/00 07:54 PM -----

                    Keith Larney
                                         To:     bcash@srfunds.com, 
kenneth.lay@enron.com, Romesh
                    10/13/00             Wadhwani/AMER/i2Tech@i2Tech, 
sandy_tungare@vistaar.com, Sanjiv
                    07:27 PM             Sidhu/Dallas/US/i2Tech@i2Tech, 
tom_meredith@dell.com
                                         cc:     Bill 
Beecher/Dallas/US/i2Tech@i2Tech, David
                                         Becker/Dallas/US/i2Tech@i2Tech, 
Robert Donohoo/Dallas/US/i2Tech@i2Tech,
                                         jdavidson@srfunds.com, 
rosalee.fleming@enron.com, Sandi
                                         Drysdale/AMER/i2Tech@i2Tech, 
denean_probasco@vistaar.com, Sheryl
                                         Campbell/Dallas/US/i2Tech@i2Tech, 
kelly_landgraf@dell.com
                                         Subject:     i2 Unanimous Written 
Consents




At the request of Bob Donohoo, I am forwarding to you two proposed Actions
by Unanimous Written Consent of the Board of Directors of i2 Technologies,
Inc.  The first relates to a proposed 2-for-1 split of i2's common stock
and an increase in the total authorized shares of i2 common stock to Two
Billion shares.  The second relates to an Indemnification Agreement between
i2 and Kenneth Lay.  Also attached is an Exhibit to the second Consent in
the form of the Indemnification Agreement.  We would appreciate it if you
could execute each of the Consents and return them to Bob Donohoo by fax at
(469) 357-6893 by Monday evening, October 16, with a cover sheet marked
confidential.  The current schedule is to announce Board approval of the
stock split on Tuesday, October 17, with the Q3 financial results.  Do not
hesitate to contact Bob Donohoo at (469) 357-6586 or myself at (469)
357-4497 if you have any questions or comments regarding the Consents or
Indemnification Agreement or difficulties accessing the attached.  Thank
you for your assistance in this matter.

                              Keith Larney

(See attached file: Unanimous Written Consent for 2-for-1 stock split.DOC)
(See attached file: KLL Indemnification Agreement Unanimous Consent.DOC)
(See attached file: Indemnification Agreement (KLL).doc)

 - Unanimous Written Consent for 2-for-1 stock split.DOC
 - KLL Indemnification Agreement Unanimous Consent.DOC
 - Indemnification Agreement (KLL).doc