Dear Mr. Chairman:
Thanks for your excellent leadership, generosity and thoughtfulness. It reminds me of a story of an old man who is walking along the beach early in the morning. As the tide is going out and sun is coming up, it gets lighter and lighter and the old man spies a figure running along the beach, appearing to be dancing. When he finally gets close enough he sees that it's a young boy, picking up star fish that he finds lying in the sand...throwing them back into the ocean. "What on earth are you doing?", says the old man to the boy. The boy stops and says, "The tide is going out and soon the sun will be high in the sky. These star fish will be stranded here in the hot sun and if they're not put back in the water, they'll die." The old man looked at the boy and looked at the beach. "You have an impossible task ahead of you. The beach stretches on and on for miles. There are hundreds of starfish. What possible difference can you make?" The boy stooped down, picked up a star fish and flung it out into the water. Then he turned and looked at the old man and said, "It made a difference to that one." 
You've probably heard that story before...but... That's what it's all about...making a difference. At the heart of every successful organization, there are "great people who do great things." 
Thank you once again and we wish to have your continued leadership.
Best Regards
Jitendra



 -----Original Message-----
From: 	Ken Lay - Office of the Chairman  
Sent:	Tuesday, November 13, 2001 6:24 PM
To:	DL-GA-ALL_enron_worldwide6
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.