CHANGE OF CONTROL PROVISION ,
 Mr. Lay,
 
I wrote you a few days ago concerned about the news articles describing the amount of money passing to top management during Enron's crisis. 
 
This morning I received an e-mail that states you are going to forgo the payment under the Change of Control Provision which amounted to between $60 to $80 million depending on which article you read. I want to commend you on this decision which most likely would not have been made by a lesser man. Your credibility and your personal integrity have both gone up a notch in my estimation. 
 
Thank you,
 
Robert S. Smith  -  3ac3268
ETS - Engineering Records
1400 Smith St. 
Houston, TX 11251
E-mail - robert.s.smith@enron.com <mailto:robert.s.smith@enron.com>
kenneth.lay@enron.com