The proposal is totally satisfactory to Ken Lay.

Rosalee




"Holloway, Wanda" <Wanda.Holloway@COMPAQ.com> on 04/19/2001 01:44:06 PM
To: "'klay@enron.com'" <klay@enron.com>, "'lynnj@iname.com'" <lynnj@iname.com>
cc: "'babbio@verizon.com'" <babbio@verizon.com>, "Jackson, Yvonne" 
<Yvonne.Jackson@COMPAQ.com> 
Subject: CONFIDENTIAL:  HR Committee Approval Requested for Option Grant


In light of Jesse Greene's acceptance of the SVP, Strategy position, we have
re-examined his option opportunity for 2001.  As you recall, we deferred a
decision on his option grant in December 2000 pending a decision on his
status.

Now that Jesse has accepted this new role, we are recommending a grant of
125,000 stock options, which is comparable to the December 2000 grant to
other 16b officers in staff positions.  As a point of reference, below are
the option grants made to 16b officers in December 2000:

Blackmore - 375k
Winkler - 350k
Larson - 275k
McDowell - 250k
Elias - 150k
Jackson - 175k
Siekman - 155k
Napier - 155k
Fox - 125k
Milton - 100k
Clarke - 75k (received additional grant of 175k options upon appointment to
CFO)
Walker - 60k (received 250k new hire options in September)
Robison - 0 (recently received new hire grant)

If you have any questions or concerns about this proposal, please let Yvonne
or I know.  If it is acceptable, please advise and we will provide a
unanimous consent for your signature to formalize.  Thank you!

Wanda G. Holloway
Associate General Counsel - Human Resources
Compaq Computer Corporation
MS110701
20555 SH 249
Houston, TX  77070-2698
281-518-6943 (phone)/281-518-7644 (fax)