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Published: 2008-03-26

Employment Agreement - Enron Corp. and Richard D. Kinder



              FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT        
        
        
        This Agreement, made and entered into on this 15th day
of October, 1993, and made effective as of January 1, 1993,
by and between Enron Corp. ('Enron'), a Delaware corporation
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Richard D. Kinder, ('Employee'), an individual
residing in Houston, Texas, is an amendment to that certain
Employment Agreement between the parties effective September
1, 1989 (the 'Employment Agreement').

     WHEREAS, the Employment Agreement incorporates the
terms and provisions of a Stock Finance Agreement attached
to the Employment Agreement as Exhibit C and a Loan
Commitment Agreement attached to the Employment Agreement as
Exhibit D, as though recited therein in their entirety; and

     WHEREAS, the parties desire to amend a certain
provision of the Stock Finance Agreement and the Loan
Commitment Agreement;

     NOW THEREFORE, in consideration thereof and of the
mutual covenants contained herein, the parties agree as
follows:

1.   Section 2.04 of the Stock Finance Agreement is deleted
in its entirety and the following is substituted in its
place:

     'SECTION 2.04.  Interest.  The Borrower shall pay
     interest, compounded annually, on the unpaid principle
     and interest at an annual rate determined under the
     following formula:  I = A x AFR, where 'I' is the
     amount of interest, 'A' is the amount of the Advance,
     and 'AFR' is the applicable federal rate as defined
     under U.S. Internal Revenue Code Section 1274 (d) in
     effect during each month that the Advance is
     outstanding.'

2.   Section 2.05 of the Loan Commitment Agreement is
deleted in its entirety and the following is substituted in
its place:

     'SECTION 2.05.  Interest.  The Borrower shall pay
     interest compounded annually, on the unpaid principal
     and interest at an annual rate determined under the
     following formulas for each Advance:  I = A x AFR,
     where 'I' is the amount of interest, 'A' is the amount
     rate as defined under U.S. Internal Revenue Code
     Section 1274 (d) in effect during each month that the
     Advance is outstanding.  The Borrower shall make
     payments of accrued interest with respect to each
     Advance on the anniversary date of an Advance, or at
     the election of Borrower on the subsequent 31st day of December.'


3.   This Agreement is an amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, as amended by any prior 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.                             


By:  CHARLES A. LeMAISTRE
Title:  Chairman, Compensation Committee,
     Enron Corp. Board of Directors



RICHARD D. KINDER

RICHARD D. KINDER