-----Original Message-----
From: Poursharif, Chris [mailto:chris.poursharif@ubspainewebber.com]
Sent: Thursday, November 15, 2001 12:31 PM
To: Harrison, Tyrell; enronstock@painewebber.com
Cc: Trieglaff, Patricia S.; Grunsfeld, Kurt
Subject: RE: Stock Options after merger


Tyrell,

The following is the information that we have been provided thus far
regarding your questions below.  If the merger between Enron and Dynegy
closes, all terms and provisions of the option awards before the close are
preserved through and after the close except:

(1) number of options in Dynegy will be number of Enron options before the
merger times the merger ration of .2685

(2) the strike price for Dynegy options will be the strike price of Enron
options before the merger divided by the merger ration of .2685

The proposed transaction is considered an "approved" change in control for
purposes of the Enron Corp. stock plans.

I hope this helps with some of the questions.  If you have further questions
that I have not answered I would refer you back to Enron for clarification.

Regards,

Chris Poursharif
Client Service Associate
Corporate Employee Financial Services
UBS PaineWebber
(713) 654-0367 (Direct)
(713) 427-7509 (Fax)
1-800-553-3119 (Toll Free)
chris.poursharif@ubspw.com


-----Original Message-----
From: Harrison, Tyrell [mailto:Tyrell.Harrison@enron.com]
Sent: Thursday, November 15, 2001 11:48 AM
To: enronstock@painewebber.com
Subject: Stock Options after merger


What happens to the Enron options after the merger?
Are all options vested upon completion of the merger?
What happens to the number of options and the strike price, given the
ratio of 1 share of ENA = .2685 share of DYN?

Thanks in advance for your help.

Tyrell Harrison
Enron North America
(303) 575-6478


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