Javascript is disabled. Please enable Javascript to log in.
Published: 2008-03-26

Consulting Services Agreement - Enron Corp. and John A. Urquhart



      FIFTH AMENDMENT TO CONSULTING SERVICES AGREEMENT
                              

     This Agreement, made and entered into and effective as
of the 8th day of August, 1995 (the 'Effective Date'), by
and among John A. Urquhart, whose address is 111 Beach Road,
Fairfield, Connecticut 06430 ('Consultant'), Enron Corp., a
Delaware corporation ('Enron' or 'Company'), and Enron Power
Corp., a Delaware corporation ('EPC'), is an amendment to
that certain Consulting Services Agreement entered into
among the parties and effective as of the first day of
August, 1991.

     WHEREAS, the parties desire to amend the Consulting
Services Agreement;

     NOW, THEREFORE, in consideration of the Consultant's
continued engagement with Company and of the covenants
contained herein, the parties agree as follows:

     1.   The parties agree that the Term of the Consulting
Services Agreement is extended through December 31, 1997.
Upon the mutual consent of both parties, the Term may be
extended for a period of twelve (12) months beyond December
31, 1997.

     2.   Effective January 1, 1996, Paragraph (3)A of the
Consulting Services Agreement is deleted and the following
is inserted in its place:

     'A.  During the term of this Agreement, Consultant
shall be paid as follows:

          i.   For the period beginning January 1, 1996 and
          ending December 31, 1996, Consultant shall be paid
          a fee of Forty-Two Thousand Dollars ($42,000.00)
          per month (the 'Fee').  If or when the number of
          days in the twelve month period for which
          Consultant provides consulting services thereunder
          exceeds the Consulting Time, then Consultant shall
          be paid a daily rate of Four Thousand Two Hundred
          Dollars ($4,200.00; 'Additional Remuneration');

          ii.  For the period beginning January 1, 1997 and
          ending December 31, 1997, Consultant shall be paid
          a fee of Forty-Four Thousand One Hundred Dollars
          ($44,100.00) per month (the 'Fee').  If or when
          the number of days in the twelve month period for
          which Consultant provides consulting services
          thereunder exceeds the Consulting Time, then
          Consultant shall be paid a daily rate of Four
          Thousand Four Hundred Ten Dollars ($4,410.00;
          'Additional Remuneration').

     The Fee shall be paid by Company to Consultant on a
     monthly basis, on or before the 10th day of the month
     following each calendar month in the term of this
     Agreement.'

     3.   Paragraph 3 of section (3)E of the Consulting
Services Agreement has been added and provides as follows:

          'A grant of Phantom Stock Appreciation Rights,
          effective December 29, 1995, and exercisable until
          December 31, 1998 is granted, which shall vest
          fifty percent (50%) six (6) months after the date
          of the grant and fifty percent (50%) one (1) year
          after the date of the grant for a number of shares
          equal to the number of outstanding Phantom Stock
          Appreciation Rights exercised by Consultant during
          the period of July 15, 1995 through December 31,
          1995 up to a maximum of 50,000.  This grant shall
          not be exercisable after December 31, 1998.'

     4.   Paragraph (2)A is amended by adding the following
language:

          'The Company reserves the right to change
          Consultant's title from Vice Chairman of the Board
          of Enron to some other mutually agreed upon title.
          Consultant's failure to consent to any title
          change will not trigger the termination provisions
          of Paragraph (15).'

     5.   This Agreement is the fifth amendment to the
Consulting Services Agreement as previously amended, and the
parties agree that all other terms, conditions and
stipulations contained in said Consulting Services Agreement
and the previous amendments thereto shall remain in full
force and effect and without any change or modification,
except as provided herein.

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

                              ENRON CORP.
                                        
                                        
                              RICHARD D. KINDER
                              Name: Richard D. Kinder
                              Title:
                              
                          
                              
                              
                              
                              ENRON POWER CORP.
                              
                              
                              THOMAS E. WHITE
                              Name: Thomas E. White
                              Title:
                              
                              
                             
                              
                              JOHN A. URQUHART
                              
                              JOHN A. URQUHART