at least he appears to have a twinge of guilt for what he should probably be
in jail for.  have you seen all the stock he sold this year?  how are
things?  going to dynegy???????

-----Original Message-----
From: Ward, Kim S (Houston) [mailto:Kim.Ward@ENRON.com]
Sent: Wednesday, November 14, 2001 7:02 AM
To: Eric Strickland (E-mail); Harriet Turk (E-mail); Jerry Ward
(E-mail); John Schilke (E-mail); Mary Beer (Ellen) (E-mail); Melissa
Reese (E-mail); Mike Wardell (E-mail); Tricia Tlapek (E-mail)
Subject: FW: Change of Control Provisions



Quite commendable, I have to say.
>  -----Original Message-----
> From: 	Ken Lay - Office of the Chairman
> Sent:	Tuesday, November 13, 2001 6:18 PM
> To:	DL-GA-all_enron_worldwide2
> 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.
>
>
>


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