Message-ID: <29737294.1075861815312.JavaMail.evans@thyme> Date: Wed, 14 Nov 2001 07:02:02 -0800 (PST) From: houston <.ward@enron.com> To: estrickland@mieco.com, turktalk@aol.com, msueward@worldnet.att.net, jschilke@ix.netcom.com, mjb94123@yahoo.com, mreese@cmshq.com, mwardell@roseville.ca.us, tti@rcnchicago.com Subject: FW: Change of Control Provisions Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Ward, Kim S (Houston) X-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) X-cc: X-bcc: X-Folder: \KWARD (Non-Privileged)\Ward, Kim S (Houston)\Sent Items X-Origin: Ward-K X-FileName: KWARD (Non-Privileged).pst 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.