Twanda, please print and file Japan file.  Thanks.  MHC


------------------------------------------------------------------------------
---------------------------

Michelle Cash
Enron North America Corp.
1400 Smith Street, EB 3823
Houston, Texas  77002
(713) 853-6401
michelle.cash@enron.com

This message may contain confidential information that is protected by the 
attorney-client and/or work product privileges.
----- Forwarded by Michelle Cash/HOU/ECT on 06/26/2000 03:08 PM -----

	Scott Gilchrist@ENRON_DEVELOPMENT
	06/08/2000 09:44 AM
		 
		 To: Michelle Cash@ECT
		 cc: 
		 Subject: Summary of Conversation

Please see first part
---------------------- Forwarded by Scott Gilchrist/ENRON_DEVELOPMENT on 
06/08/2000 09:43 AM ---------------------------


Nigel Sellens@ECT
06/08/2000 07:13 AM
To: Scott Gilchrist/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Melissa Laing/LON/ECT@ECT 

Subject: Summary of Conversation

Terms and Conditions

Clause 6.  I raised the issue of a reasonableness test regarding place of 
work and whether we should include some wording.  I was advised that it was 
not required as it is implicit.

Clause 7.  They will include a no obligation to award an increase sentence.

Options, bonus and sign-on wording will be the ENE wording.

Clause 8. I asked to have wording made clear that it was ".. otherwise as 
required by the Company..."

Clause 9.  This will only apply to more senior levels.  The para will be 
omitted where overtime is relevant and this will be covered under work rules 
and be the statutory amounts.

Clause 10.  We agreed to go flat rate for holidays although we did discuss a 
two level approach as 20 days is generous for non managerial staff who will 
not use it all anyway.  You and I need to agree on this.

Clause 13.  I was right, it does read that we can only terminate for just 
cause and even then it is difficult to prove (there is a case that states 
that mere incompetence does not constitute Just Cause).  The definition 
examples are those recommended by the Lawyers although they are going to take 
up with them a couple of my suggestions to get their view.  Again I will talk 
you through this.  As far as employees giving notice, the statutory limit is 
2 weeks so the period in the contract is a moral agreement only, although 
this is taken more eriously in Japan than elsewhere.  We also discussed the 
exec agreement concept which they think will not work but are reviewing the 
wording with their lawyers.

Clause 19.  Although in the template, they would recommend including it as 
part of the normal terms and conditions so we need to wait for their comments 
on the exec agreement.

They are revising template for tomorrow morning.


Work Rules

Fairly standard and not required initially.  They are working on a draft for 
us to review and comment on.

Benefits including Pension

They agree with our selection of benefits although they recommend a lump sum 
allowance type all employee pension plan which is  a book reserve which pays 
out on termination based on salary and length of service.  This is very 
common and supplements the Government pension scheme.  This would in in 
addition to SRAP and they are sending me more details.

Issues

Corporate/Employment Filings.  They mentioned that there are a number of 
filing requirements that need to be done to get businesses underway.  Do we 
know what we have doen to date on this front?

Options.  Although these schemes are common there is a lot of legal prep work 
involved so I intend to see if Enron Corp HR has started this with Japn, if 
not I will get it rolling.

Expat Contracts.  They would like to review our expat contract terms, can you 
provide these or do I have them?



I will call you to discuss.  Ihave another conference call with them tomorrow 
morning.