RNS Number:3807K
NEC Corporation
25 April 2003

The following replaces the Stock Option Plan announcement released today at 8:50
under RNS number 3746K. The allocation for the Executive Vice President in Note
2 (a) should read 6,000 shares, and not 8,000, as previously stated. All other
details remain unchanged, the full amended text appears below.




                                                                  April 24, 2003




            Issue of Stock Acquisition Rights for Stock Option Plan




At the meeting of its Board of Directors held today it was resolved that
pursuant to Article 280-20 of the Commercial Code of Japan, NEC Corporation (the
"Company") issue "stock acquisition rights" (rights to subscribe for or acquire
shares from the company - shinkabu yoyakuken -, the "Stock Acquisition Rights")
to persons other than its shareholders for the purpose of granting stock options
as follows:




1. Reason for issue of the Stock Acquisition Rights with favorable conditions to
persons other than its shareholders

With a view to promoting the management highly conscious of the shareholder
        value and to creating a motivation to improve business results of the
        Company and its group companies, the Company issues the Stock
        Acquisition Rights to the Allocated Persons (as defined in 2. below) for
        the purpose of granting stock options.




2. Persons to whom the Stock Acquisition Rights will be allocated (the
"Allocated Persons") and Number of the Stock Acquisition Rights which will be
allocated

The Stock Acquisition Rights will be issued to the Allocated Persons who will
        have in office at the issue date of the Stock Acquisition Rights in
        accordance with their positions at the time of the issuance. The
        Allocated Persons and the number of units of the Stock Acquisition
        Rights allocated to each Allocated Persons are shown in the table below:



              Allocated Persons         Number of units of the Stock
                                        acquisition Rights (Number of
                                                   shares)

(a) Directors of the Company

        Chairman of the Board                       10 (10,000 shares)
        Vice Chairman of the Board                  10 (10,000 shares)
        President                                   10 (10,000 shares)
        Senior Executive Vice President               8 (8,000 shares)
        Executive Vice President                      6 (6,000 shares)
        Senior Vice President                         4 (4,000 shares)
        Director (non-executive)                      3 (3,000 shares)

(b) Corporate Officers (other than Directors)
        Executive Vice President                      4 (4,000 shares)
        Senior Vice President                         3 (3,000 shares)
        Associate Senior Vice President               2 (2,000 shares)

(c) Employees having important responsibilities equivalent to those of Corporate
        Officers
                                                  2 (2,000 shares)

(d) Executive General Managers and employees having important responsibilities
        equivalent to those of Executive General Managers

                                                  1 (1,000 shares)

(e) Chairman and President (serving on a full-time basis) of the Company's
        subsidiaries in Japan (excluding subsidiaries whose stocks are listed
        and its affiliated subsidiaries) which are important from the point of
        view of the business strategy of NEC Group

                                                  1 (1,000 shares)




3. Terms of the Stock Aquisition Rights

(1) Class and total number of the Company shares to be issued or acquired upon
exercise of the Stock Aquisition Rights:

Up to 350,000 shares of common stock of the Company (1,000 shares per one unit
        of the Stock Aquisition Right)

        In the event that the Company splits or consolidates its shares of
        common stock ("stock split or consolidation"), the number of shares to
        be issued or transferred upon exercise of the Stock Acquisition Rights
        which have not been exercised at the time of such stock split or
        consolidation shall be adjusted according to the following formula, with
        fraction less than one share resulting from the adjustment to be
        discarded.

Number of shares after adjustment = Number of shares before adjustment x Ratio
            of stock split or consolidation


(2) Total number of the Stock Acquisition Rights to be issued

Up to 350 units

(3) Issue price of the Stock Acquisition Rights

None

(4) Exercise price of the Stock Acquisition Rights

The price to be paid in per share upon exercise of each Stock Acquisition Right
        (the "Exercise Price") shall be equal to the price obtained by
        multiplying by 1.05 the average of the closing prices in regular way of
        shares of the Company on the Tokyo Stock Exchange on each day (except
        the days on which no sales take place) during the month immediately
        preceding the month in which the Stock Acquisition Rights are issued,
        with fractional amounts of less than one yen resulting from the
        calculation to be rounded up to one yen; provided that if the Exercise
        Price so calculated shall be less than the closing price of the shares
        of the Company on the date the Stock Acquisition Rights are issued, the
        closing price shall become the Exercise Price.

        In the event that the Company issues new shares or transfers treasury
        shares at less than the market price (excluding issue or transfer upon
        conversion of convertible bonds pursuant to Paragraph 2 of Article 341
        of the Commercial Code of Japan before its amendment effective from
        April 1, 2002, exercise of rights pursuant to Item 3 of Paragraph 2,
        Article 210-2 of the Commercial Code of Japan before its amendment
        effective from October 1, 2001 and exercise of Stock Acquisition
        Rights), the Exercise Price shall be adjusted in accordance with the
        following formula, with fractional amounts of less than one yen
        resulting from the adjustment to be rounded up to one yen.

Exercise Price after adjustment = Exercise Price before adjustment x (Number of
            outstanding shares + (Number of new shares to be issued x Amount to
            be paid per share) / market price per share before issue of new
            shares) / (Number of outstanding shares + Number of new shares to be
            issued)


In the event of stock split or consolidation after the issues of the Stock
        Acquisition Rights, the Exercise Price will be adjusted in accordance
        with the following formula, with fractional amounts of less than one yen
        resulting from adjustment to be rounded up to one yen.

Exercise Price after adjustment = Exercise Price before adjustment x (1 / Ratio
            of stock split or consolidation)





(5) Exercise Period of the Stock Acquisition Rights

From July 1, 2005 to June 30, 2009




(6) Conditions of exercise of the Rights

(a) The Allocated Persons may exercise the Stock Acquisition Rights so long as
        the Allocated Persons are directors, corporate officers or employees of
        the Company or its subsidiaries (excluding companies whose stocks are
        listed and its affiliated subsidiaries) at the time of exercise of the
        Stock Acquisition Rights. Notwithstanding the foregoing, if an Allocated
        Person loses such position during the period described in (5) above,
        such Allocated Person may exercise its Stock Acquisition Rights for a
        period of one year after losing such position, but not later than the
        end of the period described in (5) above (i.e. on or before June 30,
        2009). Furthermore, if an Allocated Person loses such position on or
        before June 30, 2005, such Allocated Persons may, nevertheless, exercise
        its Stock Acquisition Rights for a period of one year from July 1, 2005.

        (b) Successors or heirs of the Allocated Persons shall not exercise the
        Stock Acquisition Rights.

        (c) Partial exercise of one unit of the Stock Acquisition Right shall
        not be permitted.




(7) Events and conditions for cancellation

The Company may cancel the Stock Acquisition Rights without any consideration in
        the following events:

        (a) If the Allocated Persons become unable to exercise the Stock
        Acquisition Rights pursuant to the conditions set forth in paragraph (6)
        above;

        (b) If an agreement for amalgamation with the other company, pursuant to
        which the Company will be dissolved, is approved by a shareholders
        meeting of the Company; or

        (c) If an agreement for stock exchange or matters related to stock
        transfer, pursuant to which the Company becomes a wholly owned
        subsidiary of the other company, are approved by a shareholders meeting
        of the Company.




(8) Limitation of transfer of the Stock Acquisition Rights

The transfer of the Stock Acquisition Rights shall be approved by the Board of
        Directors of the Company.




(note)

Issue of the Stock Acquisition Rights shall be subject to approval of the 165th
Annual General Meeting of Shareholders of the Company to be held on June 19,
2003.









                      This information is provided by RNS
            The company news service from the London Stock Exchange
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