Employment Agreement - Enron Corp. and Mark Frevert


                      Employment Agreement

     This Employment Agreement ("Agreement"), including the
attached Exhibit "A," is entered into between Enron Corp.
("Enron"), and Mark Frevert ("Employee"), to be effective as
of March 1, 2000 (the "Effective Date").  Enron and Employee
agree as follows:

Article 1:  Employment, Compensation and Benefits

     1.1  Term and Position.  Enron agrees to employ
Employee, and Employee agrees to be employed by Enron for
the Term (the "Term") described on Exhibit "A."  Enron may
assign Employee to a different position or modify Employee's
duties and responsibilities, subject to the terms and
conditions of this Agreement.

     1.2  Compensation.  Employee shall be paid as set forth
on Exhibit "A."  Employee's monthly base salary shall be
paid in semimonthly installments in accordance with Enron's
standard payroll practice, and (as with all other payments
made to Employee by Enron) is subject to withholding of all
federal, state, city, or other taxes as may be required by
law.

     1.3  Benefits.  Employee shall be allowed to
participate, on the same basis generally as other employees
employed in the same or similar positions, in all general
employee benefit plans and programs that Enron has made
available to Enron's employees on or after the Effective
Date.  Nothing in this Agreement is to be construed to
provide greater rights, participation, coverage, or benefits
than provided to similarly-situated employees pursuant to
the terms of such benefit plans and programs.  Enron is not
obligated to institute, maintain, or refrain from changing,
amending, or discontinuing any such benefit program or plan,
so long as such actions are similarly applicable to covered
employees generally.  Copies of benefit plans will be made
available to Employee upon request.

Article 2:   Termination Before the Term Expires and Effects
          of Such Termination

     2.1. Termination By Enron.  Enron may terminate
Employee's employment before the Term expires for the
following reasons:

          a.   Cause.  For "cause" upon the determination by
     Enron that "cause" exists to terminate the Employee.
     "Cause" means (i) Employee's gross negligence, willful
     misconduct, or neglect in the performance of the duties
     and services as an Enron employee; (ii) Employee's
     final conviction of a felony by a trial court; (iii)
     Employee's material breach of any material provision of
     this Agreement that, if possible to correct, remains
     uncorrected for 30 days after Enron notifies Employee
     in writing of such breach; or (iv) Employee's material
     violation of any material policy of Enron.  If Enron
     terminates Employee's employment for Cause, Employee
     shall be entitled only to his or her pro rata salary
     through the date of such termination, and all future
     compensation and benefits, other than benefits to which
     Employee is entitled under the terms of Enron
     compensation and/or benefit plans, shall cease.
     
          b.   Involuntary Termination.  Involuntary
     termination at Enron's option may occur for any reason
     whatsoever, including termination without cause, in the
     sole discretion of Enron. Upon an Involuntary
     Termination before the Term expires, Employee is
     entitled to receive the amount of one year's annual
     base salary and performance bonus ("Amount").  This
     Amount will be calculated by taking the average of
     Employee's annual base salary and performance bonus for
     the last two years of Employee's employment with Enron.
     Fifty percent of the Amount shall be paid in six equal
     installments each month during the first six months
     following the Involuntary Termination; the remaining
     fifty percent will be paid in a single lump-sum payment
     at the end of that six month period.
     
          c.   Death/Disability.  Upon Employee's (i) death,
     or (ii) becoming incapacitated or disabled so as to
     entitle Employee to benefits under Enron's long-term
     disability plan, or (iii) becoming permanently and
     totally unable to perform Employee's duties for Enron
     as a result of any physical or mental impairment
     supported by a written opinion by a physician selected
     by Enron.  Upon termination of employment under this
     paragraph, Employee or Employee's heirs shall be
     entitled only to Employee's pro rata salary through the
     date of such termination, and all future compensation
     and benefits, other than benefits to which Employee is
     entitled under the terms of Enron compensation and/or
     benefit plans, shall cease.

     2.2  Termination By Employee.  Employee may terminate
the employment relationship before the Term expires for the
following reasons:

          a.   Breach by Enron.  A material breach by ENA of
     any material provision of this Agreement which remains
     uncorrected for 30 days following Employee's written
     notice to ENA of such breach. Upon such a termination,
     Employee shall be entitled to receive the amount of one
     year's annual base salary and performance bonus
     ("Amount").  This Amount will be calculated by taking
     the average of Employee's annual base salary and
     performance bonus for the last two years of Employee's
     employment with ENA.  Fifty percent of the Amount shall
     be paid in six equal installments each month during the
     first six months following the Involuntary Termination;
     the remaining fifty percent will be paid in a single
     lump-sum payment at the end of that six month period.

          b.   Voluntary Termination.  For any other reason
     whatsoever, in Employee's sole discretion.  Upon a
     Voluntary Termination before the Term expires, all of
     Employee's future compensation and benefits, other than
     benefits to which Employee is entitled under the terms
     of Enron compensation and/or benefit plans, shall cease
     as of the date of termination, and Employee shall be
     entitled only to pro rata salary through the
     termination date.

     2.3  Offset.  In all cases, the compensation and
benefits payable to Employee under this Agreement upon
termination of employment shall be offset by any amounts to
which Employee otherwise may be entitled under any benefit
plans, severance plans, voluntary payments, and policies of
Enron or its affiliates, or amounts (including the value of
Enron's property) that Employee owes to Enron.

     2.4  Certain Obligations Continue.  Neither termination
of employment nor expiration of the Term terminates the
continuing obligations of this Agreement, including
obligations under Articles 3 and 4.1.

     2.5  Employment Beyond Term.  Should Employee remain
employed by Enron after the Term expires, such employment
shall convert to an employment-at-will relationship,
terminable at any time by either Enron or Employee for any
reason whatsoever, with or without cause.

Article 3:  Confidential Information; Post-Employment
Obligations

     3.1  This Agreement.  The terms of this Agreement
constitute confidential information, which Employee shall
not disclose to anyone other than Employee's spouse,
attorneys, tax advisors, or as required by law. Disclosure
of these terms is a material breach of this Agreement and
could subject Employee to disciplinary action, including
without limitation, termination of employment for cause.

     3.2  Enron Property.  All written materials, records,
data, and other documents prepared or possessed by Employee
during Employee's employment by Enron are Enron property.
All information, ideas, concepts, improvements, discoveries,
and inventions that are conceived, made, developed, or
acquired by Employee individually or in conjunction with
others during Employee's employment (whether during business
hours and whether on Enron's premises or otherwise) which
relate to Enron's business, products, or services are
Enron's sole and exclusive property. All memoranda, notes,
records, files, correspondence, drawings, manuals, models,
specifications, computer programs, maps, and all other
documents, data, or materials of any type embodying such
information, ideas, concepts, improvements, discoveries, and
inventions are Enron's property.  At the termination of
Employee's employment with Enron for any reason, Employee
shall return all of Enron's documents, data, or other Enron
property to Enron.

     3.3  Confidential Information; Non-Disclosure.
Employee acknowledges that the business of Enron and its
affiliates is highly competitive and that Enron has agreed
to provide and immediately will provide Employee with access
to Confidential Information relating to the business of
Enron and its affiliates.  "Confidential Information" means
and includes Enron's confidential and/or proprietary
information and/or trade secrets that have been developed or
used and/or will be developed and that cannot be obtained
readily by third parties from outside sources.  Confidential
Information includes, by way of example and without
limitation, the following: information regarding customers,
employees, contractors, and the industry not generally known
to the public; strategies, methods, books, records, and
documents; technical information concerning products,
equipment, services, and processes; procurement procedures
and pricing techniques; the names of and other information
concerning customers, investors, and business affiliates
(such as contact name, service provided, pricing for that
customer, type and amount of services used, credit and
financial data, and/or other information relating to Enron's
relationship with that customer); pricing strategies and
price curves; positions; plans and strategies for expansion
or acquisitions; budgets; customer lists; research; weather
data; financial and sales data; trading methodologies and
terms; evaluations, opinions, and interpretations of
information and data; marketing and merchandising
techniques; prospective customers' names and marks; grids
and maps; electronic databases; models; specifications;
computer programs; internal business records; contracts
benefiting or obligating Enron; bids or proposals submitted
to any third party; technologies and methods; training
methods and training processes; organizational structure;
personnel information, including salaries of personnel;
payment amounts or rates paid to consultants or other
service providers; and other such confidential or
proprietary information.  Employee acknowledges that this
Confidential Information constitutes a valuable, special,
and unique asset used by Enron its affiliates in their
businesses to obtain a competitive advantage over their
competitors.  Employee further acknowledges that protection
of such Confidential Information against unauthorized
disclosure and use is of critical importance to Enron and
its affiliates in maintaining their competitive position.
Employee also will have access to, or knowledge of,
Confidential Information of third parties, such as actual
and potential customers, suppliers, partners, joint
venturers, investors, financing sources and the like, of
Enron and its affiliates.  Enron also agrees to provide
Employee with immediate access to Confidential Information
and specialized training regarding Enron's methodologies and
business strategies, which will enable Employee to perform
his or her job at Enron.
     
     Employee agrees that Employee will not, at any time
during or after Employee's employment with Enron, make any
unauthorized disclosure of any Confidential Information or
specialized training of Enron or its affiliates, or make any
use thereof, except in the carrying out of his or her
employment responsibilities hereunder.  Employee also agrees
to preserve and protect the confidentiality of third party
Confidential Information to the same extent, and on the same
basis, as Enron's Confidential Information.
     
     3.4  Non-Competition Obligations.  Enron agrees to and
shall provide Employee with immediate access to Confidential
Information. Ancillary to the rights provided to Employee
following Involuntary Termination, Enron's provision of
Confidential Information and specialized training to
Employee, and Employee's agreement not to disclose
Confidential Information, and in order to protect the
Confidential Information described above, Enron and Employee
agree to the following non-competition provisions.  Employee
agrees that during the Period of Post-Employment Non-
Competition Obligations defined in Exhibit "A," Employee
will not, directly or indirectly, for Employee or for
others, in the Geographic Region of Responsibility described
on Exhibit "A" (or, if Employee's Geographic Region has
changed, in any and all geographic regions in which Employee
has worked during the 12-month period immediately preceding
Employee's termination of Employment):

          a.   engage in the business of buying, selling,
     trading, structuring, or executing transactions in
     commodities, assets, or products in which Enron is
     doing business, has plans to engage in business, or has
     engaged in business in the preceding 12-month period,
     including, but not limited to, gas, electricity, coal,
     chilled water, clean fuel, liquids, emissions,
     petrochemicals, energy assets, transmission capacity,
     paper, pulp, packaging, communications, metals, weather
     products, electronic commerce (including business-to-
     business electronic commerce), "click trading,"
     bandwidth communications, interest rates, credit,
     currencies, securities, or other commodities
     (including, without limitation, other energy
     commodities), or any futures, derivatives, or equities
     related to any of the foregoing, whether at wholesale
     or retail, or the development of systems, information
     technology, accounting, or risk management with respect
     to any of the foregoing;
     
          b.   engage in other types of business performed
     by Enron, including the acquiring or disposing of
     assets or equity investments or providing or raising
     capital, through loans, equity, joint ventures,
     partnerships, working interests, production payments,
     or similar arrangements into products, commodities,
     futures, derivatives, or other items in which Enron
     currently is engaging in business, has plans to engage
     in business, or has engaged in business in the
     preceding 12-month period;

          c.   engage in activities relating to Enron's
     business not described in parts a and b of this Article
     3.4, to the extent that Employee has knowledge or
     information about such activities; or

          d.   render advice or services to, or otherwise
     assist, any other person, association or entity in the
     business of a, b, or c above.

Employee understands that the foregoing restrictions may
limit his or her ability to engage in certain businesses in
the geographic region and during the period provided for
above, but acknowledges that these restrictions are
necessary to protect the Confidential Information Enron has
provided to Employee.

     3.5  Non-Solicitation of Customers.  For the Period of
Non-Solicitation of Customers described on Exhibit "A,"
Employee will not call on, service, or solicit competing
business from customers of Enron or its affiliates whom that
Employee, within the previous twenty-four (24) months, (i)
had or made contact with, or (ii) had access to information
and files about.

     3.6  Non-Solicitation of Employees.  During Employee's
employment, and for a period of twelve (12) months following
the termination of employment for any reason, Employee will
not, either directly or indirectly, call on, solicit, or
induce any other employee or officer of Enron or its
affiliates whom Employee had contact with, knowledge of, or
association with in the course of employment with Enron to
terminate his or her employment, and will not assist any
other person or entity in such a solicitation.

     3.7  Early Resolution Conference/Arbitration.  The
parties are entering into this Agreement with the express
understanding that this Agreement is clear and fully
enforceable as written.  If Employee ever decides to contend
that any restriction on activities imposed by this Agreement
no longer is enforceable as written or does not apply to an
activity Employee intends to engage in on behalf of a
competing business, Employee first will notify a member of
Enron's Executive Committee in writing and meet with a
company representative at least fourteen (14) days before
engaging in any activity that foreseeably could fall within
the questioned restriction to discuss resolution of such
claims (an "Early Resolution Conference").  Should the
parties not be able to resolve disputes at the Early
Resolution Conference, the parties agree to use
confidential, binding arbitration to resolve the disputes.
The arbitration shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association before an arbitrator licensed to practice law in
Texas.  Either party may seek a temporary restraining order,
injunction, specific performance, or other equitable relief
regarding the provisions of this Section if the other party
fails to comply with obligations stated herein.  The
parties' agreement to arbitrate applies only to the matters
subject to an Early Resolution Conference.

Article 4:  Miscellaneous

     4.1  Statements About Enron.  Employee shall refrain,
both during and after his or her employment, from publishing
any oral or written statements about Enron or any of its
subsidiaries or affiliates, or any of such entities'
officers, employees, agents, or representatives that are
disparaging, slanderous, libelous, or defamatory; or that
disclose private or confidential information about their
business affairs; or that constitute an intrusion into their
seclusion or private lives; or that give rise to
unreasonable publicity about their private lives; or that
place them in a false light before the public; or that
constitute a misappropriation of their name or likeness.

     4.2  Notices.  Notices and all other communications
shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United
States registered or certified mail.  Notices to Enron shall
be sent to Enron Corp., 1400 Smith Street, Houston, Texas
77002, Attention:  Corporate Secretary.  Notices and
communications to Employee shall be sent to the address
Employee most recently provided to Enron.

     4.3  No Waiver.  Other than as described in Section 2.2
a, no failure by either party at any time to give notice of
any breach by the other party of, or to require compliance
with, any condition or provision of this Agreement shall be
deemed a waiver of any provisions or conditions of this
Agreement.

     4.4  Mediation.  If a dispute arises out of or related
to Employee's employment, other than a dispute regarding
Employee's obligations under Articles 3 and 4.1, and if the
dispute cannot be settled through direct discussions, then
Enron and Employee agree to try to settle the dispute in an
amicable manner by confidential mediation before having
recourse to any other proceeding or forum.

     4.5  Venue/Jurisdictions.  This Agreement shall be
governed by Texas law.  Any litigation that may be brought
by either party involving the enforcement of this Agreement
or the rights, duties, or obligations of this Agreement,
shall be brought exclusively in the State or federal courts
sitting in Houston, Harris County, Texas.

     4.6  Assignment.  This Agreement shall be binding upon
and inure to the benefit of Enron and any other person,
association, or entity that may acquire or succeed to all or
substantially all of the business or assets of Enron.  Enron
may assign this Agreement to any affiliate or other entity.
Employee's rights and obligations under this Agreement are
personal, and they shall not be assigned or transferred
without Enron's prior written consent.

     4.7  Other Agreements.  Other agreements exist between
Enron and Employee relating to the employment relationship
(e.g., obligations contained in Enron's Conduct of Business
Affairs booklet and benefit plans).  In addition, Employee
signed Agreement Type "B" on July 24, 2000, and that
Agreement is incorporated by reference.  This Agreement
replaces and merges other, previous agreements and
discussions pertaining to the nature of, term, and
termination of  Employee's employment relationship with
Enron, and this Agreement constitutes the entire agreement
of the parties with respect to such subject matters.  This
Agreement supersedes and replaces the Executive Employment
Agreement between Enron and Employee effective June 1, 1998.
No representation, inducement, promise, or agreement has
been made by either party with respect to such subject
matters, and no agreement, statement, or promise relating to
the employment of Employee by Enron that is not contained in
this Agreement shall be valid or binding.  Any modification
of this Agreement will be effective only if it is in writing
and signed by each party.

     4.8  Invalidity.  Should any provision(s) in this
Agreement be held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions
shall be unaffected and shall continue in full force and
effect, and the invalid, void or unenforceable provision(s)
shall be deemed not to be part of this Agreement.

     IN WITNESS WHEREOF, Enron and Employee have executed
this Agreement in multiple originals to be effective on the
first date of the Term.

Enron Corp.                  Mark Frevert


By:/s/ MARY K. JOYCE         /s/ MARK FREVERT
Name:   Mary K. Joyce        This 25th day of August, 2000
Title:  Vice President
This 25th day of August, 2000


                       Exhibit "A" to
                    Employment Agreement
            Between Enron Corp. and Mark Frevert

Employee Name:      Mark Frevert

Term:               June 1, 2000 through May 31, 2003

Position:           Chairman and Chief Executive Officer,
                    Enron North America Corp. and Chairman,
                    Enron Europe Limited

Location:           Houston, Texas and London, England

Monthly Base Salary: Employee's Monthly Base Salary
                     shall be at least $43,333.33.

Performance Bonus:  Employee shall be eligible to
                    participate in the Enron Corp. Annual
                    Incentive Plan ("Plan") or any
                    appropriate replacement bonus plan of
                    Enron.  All bonuses are discretionary
                    and shall be paid in accordance with the
                    terms and provisions of the Plan, a
                    portion of which may be paid in cash and
                    a portion of which may be paid in stock
                    options and/or restricted stock.

                    Employee's annual bonus
                    amounts for calendar years 2000, 2001,
                    and 2002 under the Plan (payable in
                    2001, 2002, and 2003, respectively)
                    shall be based on an annual bonus target
                    of $1,500,000.00.

Geographic Region   Worldwide
of Responsibility:

Grant Awards:       As approved by the Compensation
                    Committee of the Enron Corp. Board of
                    Directors (the "Committee"), Employee
                    shall receive the grants described
                    below.  These grants are made with the
                    expectation that this Agreement will be
                    executed.  The grants are made pursuant
                    to the Enron Corp. 1991 Stock Plan (the
                    "Stock Plan") as determined by the
                    Committee, and shall be in the form of
                    written agreements approved by the
                    Committee.  The terms of the grant
                    agreements shall govern these grants.
                    The exercise price for the grants is
                    determined according to the provisions
                    of the Stock Plan, on the Date of Grant
                    established by the Committee ("Date of
                    Grant").

                    Employee acknowledges and understands
                    that the grants described below are
                    intended to deliver value for a three-
                    year period.

                    Employee shall receive a grant of Enron
                    Corp. Common Stock options (with a two-
                    year term) with a value of $7,875,000.00
                    (the number of stock options is
                    determined by the Committee, which uses
                    the Enron-approved Black-Scholes
                    valuation in effect on the date that the
                    Committee approves the grant).  This
                    grant shall vest 50% on the Date of
                    Grant, and 50% on the first anniversary
                    date of the Date of Grant.

                    Employee also shall receive a grant of
                    Enron Corp. Common Stock options (with a
                    three-year term) with a value of
                    $7,875,000.00 (the number of stock
                    options is determined by the Committee,
                    which uses the Enron-approved Black-
                    Scholes valuation in effect on the date
                    that the Committee approves the grant).
                    This grant shall vest 50% on the first
                    anniversary date of the Date of Grant,
                    and 50% on the second anniversary date
                    of the Date of Grant.

Period of Post-     Employee's obligations in paragraph 3.4, Non-
Employment          Competition Obligations, and paragraph 3.5, Non-
Non-Competition     Solicitation of Customers, shall survive the
Obligations         termination of employment and extend through the
and Non-            latest of the following dates, whichever is
Solicitation        applicable:  (a) Twelve (12) months after
of Customers:       Employee's voluntary termination of employment if
                    such termination occurs during the Term; or (b)
                    Six (6) months after the last date of Employee's
                    employment with Enron Corp. in the event of an
                    involuntary termination with or without cause
                    during the Term; or (c) Three (3) months after
                    Employee's termination of employment for any
                    reason if such termination occurs after the Term.

Enron Corp.                  Mark Frevert



By: /s/ MARY K. JOYCE        /s/ MARK FREVERT
Name:  Mary K. Joyce         This 25th day of August, 2000
Title: Vice President
This 25th day of August, 2000