Scott, here is new language for the inclusion in the Japan agreement.   It 
still is long, but it is more current.  Let me know if you need any thing 
else at this time.  Michelle

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

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 06/23/2000 04:49 PM -----

	FMackin@aol.com
	06/21/2000 10:55 AM
		 
		 To: Michelle.Cash@enron.com
		 cc: 
		 Subject: Re: AESOP Language


Michelle,

The new program still needs final approval by the Enron Corp. board of
directors.  The design was tentatively approved last month, subject to final
review.  The following revised provision should serve you well in the
meantime:



All-Employee Stock Option Program

Enron Corp. has previously awarded stock options to full time and part-time
regular employees in designated domestic and international locations through
the All Employee Stock Option Program (AESOP).  Stock option grants were made
under this program to eligible employees hired prior to January 1, 2000.  The
grants represented value for the time period of 12/31/94 through 12/31/00 or
a pro-rata portion if hired after 12/31/94.  Subject to final approval by the
Enron Corp. board of directors, a one time award of non-qualified stock
options under a replacement program is proposed to be made to eligible
employees as of December 29, 2000, in value equal to 25% of annual base
salary (5% of annual base salary for a 5-year period; salary valuation and
value may vary in some international locations).  Program awards are subject
to and effective upon the approval by the Compensation and Management
Development Committee of the Enron Corp. Board of Directors.  Such stock
awards will be made pursuant to the appropriate Enron Corp. Stock Plan as
determined by the Committee.  The exercise price for grants of stock options
will be determined according to the provisions of the Stock Plan under which
the award is granted.  The program may or may not be offered in certain
domestic and international locations based upon management discretion and/or
local labor and employment laws.