Mr. Mackin, Michelle Cash has asked me to forward the language below to you 
for your comments.  Please review and email Michelle your comments to this 
paragraph.

Thanks
Twanda

Subject to the above, at a Committee meeting after this Agreement is signed, 
Employee shall receive a second grant of Enron Corp. Common Stock options 
with a value of $175,000.00 (the number of stock options shall be determined 
by the Committee, which will use the Enron-approved Black-Scholes valuation). 
The second grant is intended to reimburse Employee for value Employee lost 
upon leaving his prior job.  The vesting schedule for these options will be 
described in the grant agreement, which shall govern.