Spreadsheet: michelle_cash__26528__ABrown QA-Answers
Sheet: Sheet1

Submitted By | Question | Suggested Answer | Answer Prepared By
 | STOCK OPTIONS
Intranet | What happens to my NPW shares? | Ask [NAME].  Recommended:  As part of the Merger Agreement between Enron and Dynegy, NPW shares will not be affected. | [NAME]
[NAME] | What happens to Enron stock in the period between now and approval of the merger?   Does it remain a separate commodity?  If so, is the price per share of the buyout set or fluctuating? | Ask [NAME].  We will be traded separately between now and close.  The deal is a stock swap, and therefore as currently contemplated, the merger ratio is .2685 and is set in the currently agreed merger agreement | [NAME]
Intranet | There are several employees who still have stock options from 1996.  Employees have not been able to exercise these options due to the stock dropping so rapidly and unfortunately being below strike price for several months.  Unfortunately, employees affected by this received letters several months ago, advising that their options expire in January of 2002.  Since it is unlikely that any of the employees "affected" can sell those shares between now and January 2002  -- will Enron help these employees by extending the expiration date of this stock so that those shares can be converted to Dynegy stock when the time comes?? | The terms of the stock option grant agreement will continue to govern, and maintain the current expiration dates. | [NAME]
Intranet | Is the employee payroll deduction stock purchase plan still in effect?  At what price are we purchasing stock through this plan?  When can an employee change or discontinue contributions in this plan? | Ask [NAME] and [NAME]
[NAME] | Will employees who began their employment in 2001, receive stock options under the All-Employee Stock Option Program?  This will obviously provide that selected group of employees a much greater benefit than other employees; therefore, will all employees be eligible for a similar grant of options? | No decision has been reached regarding this matter.  The issue is currently under review.  It is not anticipated that all employees receive a new grant of options. | [NAME]
[NAME] | What impact will the merger have on Phantom Stock/Bonus Options? | Stock options awarded as a result of bonus deferral will be treated like any other options and is addressed elsewhere.  I will address Phantom stock, hopefully by the end of today or tomorrow. | [NAME]
[NAME]/[NAME] | What happens to our stock options if Enron files for bankruptcy? | Currently, Enron is not contemplating filing bankruptcy.  However, if Enron were to file bankruptcy, the stock options would be subject to the bankruptcy court's decisions. | [NAME]
[NAME] | While I understand that it is not unusual to freeze the movement of fund within a company's 401K plan while the plan is be transferred to a new administrator, Enron's timing  had a significant impact (i.e., the price at the beginning of the freeze was around $20 per share and now it is at $9).  Some people may have opted to transfer funds into a different investments options as they saw what was happening.  Is there a plan to address these concerns? | No decision has been reached regarding this matter.  The issue is currently under review. | [NAME]
Intranet | Will special consideration or a special review take place for those stock option that were "purchased" in the Bonus Deferral programs, especially given the fact that the financial statements have been restated back to 1997  The decision by individuals to defer or not to defer bonus monies is based on these financial statements, so does the company plan on paying back those bonus monies to those individuals that deferred during the period from 1997 through 2000 year end?  Many individuals have incurred a complete loss of these hard earned bonus monies as many never exercised these stock options, given Senior Management insisted our stock would reach $120/share. | [NAME] to confirm.  We will not be doing anything for those employees that deferred their bonuses for options. | [NAME]
[NAME] | Will their be LTI/KESOP grants this year? | We are looking into this along with many other compensation issues facing the company at this time. | [NAME]
[NAME]/[NAME] | If we merge with Dynegy, will our stock options be included in the transaction? | Yes.  Your vested unexercised and unvested options will be converted on the same ratio as outstanding shares will be converted.  Your number of Enron options will be multiplied by .2685 to calculate the number of Dynegy options at close.  At the closing of the merger, the strike price on your Enron options will be divided by the merger ratio (.2685) to determine the strike price of the new Dynegy options. | [NAME]
Intranet | What will happen with the EnronOptions 5- year program that started last year? | The options will be subject to the same conversion rate as all stock. The vesting schedule continues as planned. In effect, nothing changes. | [NAME]
 | BONUS
[NAME] | What is Dynegy's Bonus Plan Program? | Dynegy operates a bonus plan, and the transition team will work on specific questions and answers related to our plans, as the deal closure becomes closer. | [NAME]
Intranet | What is the situation with the employee bonus option program? | Dynegy operates a bonus plan, and the transition team will work on specific questions and answers related to our plans, as the deal closure becomes closer. | [NAME]
[NAME] | As part of the deal with Dynegy, did it include them funding our bonus pool for this 2001? | We are separate companies and will be run as such and according to the merger agreement between now and close. | [NAME]