Linda and Ken Lay Family Foundation
		   Annual Meeting of the Board of Directors

					   December 21, 2000

I.     Call to Order

The Board met at the home of Linda and Ken Lay in Houston, Texas. Directors present were:

Linda P. Lay                          Robert R. (Beau) Herrold
Kenneth L. Lay                        Mark K. Lay
Elizabeth Ayers Lay Vittor            T. David Herrold
Robyn A. Herrold Lay Vermeil

President Linda P. Lay served as Chairman and Kenneth L. Lay served as Secretary of the
meeting. The Chairman called the meeting to order.

II.    Approval of lN5linutes

On motion duly made by Mark K. Lay, seconded by Beau Herrold, and unanimously adopted,
the Minutes of the last annual meeting on December 23, 1999 were accepted and approved.

III.   President's Report

President Linda P. Lay reported on the Foundation's 2000 activities. The list of specific
contributions is attached.

IV.    Vice President's Report

Vice President Kenneth L. Lay reported on the financial condition of the Foundation. Christophe
Vermeil added his report on the value of the foundation. As of November 30, 2000, the total
value of the Foundation was $36,823,824.14 representing $320,899.24 in cash, $36,388,868.78
in marketable securities including 507,687 shares of Enron Corp. and$1 14,056.12 of other
foundation assets.

V.     Executive Director's Report

Executive Director Heather Herrold reported on the daily business of the Foundation, some
specific activities, graphs and charts of the calendar year's contributions, and some of the
scholarships that were awarded.

							     LAY-G31 Q306



VI.    Election of Board of Directors

The Chairman proposed that each member of the existing Board be reelected for a one-year term.
On motion duly made, seconded and unanimously adopted, the following directors were
unanimously elected:

       NAME                            TERM

       Kenneth L. Lay                  One year
       Linda P. Lay                    One year
       Robyn A. Herrold Lay Vermeil    One year
       Mark K. Lay                     One year
       T. David Herrold                One year
       Elizabeth Ayers Lay Vittor      One year
       Robert R. "Beau" Herrold        One year

VII.   Officers

The Chairman proposed to reappoint the following officers for the 2001 calendar year:

       NAME               TIThE             TERM

       Linda P. Lay       President         One year
       Kenneth L. Lay     Vice President    One year
       Holly Korman       Secretary         One year

VIII.  Other Business

The next annual meeting of the Board will be held in December 2001 in Houston, although it
wa~ 4~1~d that uu~ ui 1I1U[~ IIIV~L1flgS wuuld b~ held during ihe year to discuss contributions
from the Foundation.                                                    -

The Board voted to increase the Director's annual contribution allotment from $20,000 to
$25,000. The Board also voted to match personal fund contributions of Directors between $500-
$25,000.

LX.    Adjournment

The meeting was adjourned at 8:00 pm.

				       Respectfully submitted,

				       Kenneth L. Lay, Recording Secretary

								 LAY-G3l 0307



	    LINDA AND KEN LAY FAMILY FOUNDATION
			       EIN 76-0454168
		      TAX PERIOD ENDED: 12/31/01
				FORM 990-PF

		   Supplemental Schedule of Information

Part VIII, Line 1, Information About Officers, Directors, Trustees, etc.

Name & Address                   Title                 Compensation

Linda P. Lay                     Chairman, President        -0-
2001 Kirby Dr. #1240             Director
Houston, TX 77019

Kenneth L. Lay                   Vice President, Director   -0-
2001 KirbyDr.#1'240
Houston, TX 77019

Holly H. Korman                  Secretary                  -0-
2001 Kirby Dr. #1240
Houston, TX 77019

Robyn Herrold Lay Vermeil        Director                   -0-
2001 Kirby Dr. #1240
Houston, TX 77019 _____________________________________________________

Mark K. Lay                      Director                   -0-
2001 Kirby Dr. #1240
Houston, TX 77019

T. David Herrold                 Director                   -0-
2001 Kirby Dr. #1240
Houston, TX 77019

Elizabeth Ayers Lay Vittor       Director                   -0-
2001 Kirby Dr. #1240
Houston, TX 77019

Robert R. Herroid                Director
2001 Kirby Dr. #1240
Houston, TX 77019

							     LAy-G31 0308