HOUSTON – The Enron Corp. Board of Directors announced today its plan to restructure the Board as part of the company’s reorganization process under Chapter 11. A summary of the Board’s actions was filed in a Form 8-K with the Securities and Exchange Commission today.

The following Board members announced that they would resign, effective 30 days from today: Ronnie C. Chan, John H. Duncan, Robert K. Jaedicke, Charles A. LeMaistre, Paulo Ferraz Pereira and Lord John Wakeham. These individuals are three of the longest serving members and three who are required to travel great distances to attend board meetings. Following the resignation of these Board members, the number of seats on the Board will be reduced to eight. 

Enron plans to search for a non-executive chairman and additional new qualified candidates to join the Board and assist in the restructuring process. In addition, Board directors Norman P. Blake and Herbert S. Winokur, Jr. have been named to the Board’s previously announced Restructuring Committee, which will be chaired by Director Raymond S. Troubh.

The Board also announced that the company is moving forward with its reorganization efforts and intends to present restructuring alternatives to the Unsecured Creditors’ Committee during the second quarter of 2002. In connection with any such restructuring, Enron believes that the total amount of the liquidated, undisputed claims against Enron and its subsidiaries exceeds and will exceed the current fair market value of the consolidated operations and assets of Enron and its subsidiaries. Consequently, Enron believes that its existing equity does not and will not have value and that any Chapter 11 plan of reorganization confirmed by the Bankruptcy Court will not provide Enron’s existing equity with any interest in the reorganized debtor. Any and all Chapter 11 plans of reorganization will be subject to creditor votes and judicial determinations of confirmability. 

The Board is continuing to review and evaluate information and allegations raised by the Board’s Special Committee report, which was released Feb. 2.

Enron delivers energy and other physical commodities and provides other energy services to customers around the world. Enron’s Internet address is www.enron.com.

This press release contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and that actual results could differ materially as a result of known and unknown risks and uncertainties, including: various regulatory issues, the outcome of the Company’s Chapter 11 process, the outcome of litigations commenced or to be commenced on behalf of the Company, general economic conditions, future trends, and other risks, uncertainties and factors disclosed in the Company’s most recent reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.