-----Original Message-----
From: 	Ken Lay - Office of the Chairman  
Sent:	Wednesday, November 28, 2001 3:23 PM
To:	DL-GA-all_enron_worldwide1
Subject:	Update


As you have heard, Dynegy is terminating the merger agreement today.  Among other things, this means we are now free to pursue other alternatives - which we are actively doing.  As a consequence of uncertainty about the deal - and now Dynegy's announcement - Enron's debt was downgraded to below investment grade levels today by S&P, Moody's and Fitch.  

In response to this action, we have initiated a plan to protect value in our core trading and other energy businesses.  At the same time, we are nearing the completion of the business review process announced last week.  Once this process is complete, we will be conducting a comprehensive restructuring of our business.  Regrettably, but unavoidably, this will include the sale of non-core assets and the implementation of a comprehensive cost saving plan, including layoffs. 

We are taking these actions to focus our resources on preserving the value of our core businesses, retaining our employees who are key to our future success, and maintaining relationships with our trading counterparties.  This must be our priority to establish a more solid footing for the rest of Enron.

I know you have serious concerns about what this all means for you.  Although, there are no guarantees, you should know that we are still in this fight and remain absolutely committed to protecting the value of the ongoing businesses of Enron.  All I can ask is that we all be supportive of each other, stay focused on our work as best we can, and stick together while we work to overcome these latest challenges.

Even six or so weeks ago, none of us could have imagined that we would be where we are today.  We will not recover in six weeks what we have lost, but we will work to stabilize and then rebuild this great company.  As always, I appreciate the extraordinary contributions each of you make.  Thank you.

Ken