Executive Employment Agreement - Enron Corp. and Kenneth D. Rice


      FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     This Agreement, entered into on this 14th day of
February, 2000, and made effective as of February 14, 2000,
by and between Enron Corp., an Oregon corporation
("Employer") having its headquarters at 1400 Smith Street,
Houston, Texas 77002, and KENNETH D. RICE ("Employee"), an
individual residing at 4531 Birch Street, Bellaire, Texas
77401, is an amendment to that certain Executive Employment
Agreement between the Company and Employee entered into the
1st day of June, 1998, and made effective as of June 1, 1998
(the "Employment Agreement").

     WHEREAS, Employee is an employee in good standing with
Employer;

     WHEREAS, the Employer and Employee desire to amend the
Employment Agreement to extend the Term of the Employment
Agreement for one (1) year with consideration for said
extension and to make other amendments to the Employment
Agreement as provided herein;

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

     1.   Exhibit "A" to the Employment Agreement is hereby
       deleted in its entirety and the attached Exhibit "A" is
       inserted in its entirety.

     2.   Article 3, Section 3.5 of the Employment Agreement is
       hereby deleted in its entirety and the following is inserted
       in its place:
          
          "3.5  Upon an Involuntary Termination of the
          employment relationship by either Employer or
          Employee prior to the expiration of the Term,
          Employee shall be entitled, in consideration of
          Employee's continuing obligations hereunder after
          such termination (including, without limitation,
          Employee's non-competition obligations), to
          receive the remainder of the then current Monthly
          Base Salary as if Employee's employment (which
          shall cease on the date of such Involuntary
          Termination) had continued for the full Term of
          this Agreement.  In the event of Employee's
          Involuntary Termination of employment by Employer,
          for all vesting purposes under any grant or award
          agreement granted to Employee, excluding the grant
          agreement to Employee under the All Employee Stock
          Option Program, Employee shall continue to vest
          during the ninety (90) day period following the
          date of Employee's Involuntary Termination by
          Employer.  Employee shall not be under any duty or
          obligation to seek or accept other employment
          following Involuntary Termination and the amounts
          due Employee hereunder shall not be reduced or
          suspended if Employee accepts subsequent
          employment.  Employee's rights under this Section
          3.5 are Employee's sole and exclusive rights
          against Employer, Enron, or their affiliates, and
          Employer's sole and exclusive liability to
          Employee under this Agreement, in contract, tort,
          or otherwise, for any Involuntary Termination of
          the employment relationship.  Employee covenants
          not to sue or lodge any claim, demand or cause of
          action against Employer for any sums for Involun
          tary Termination other than those sums specified
          in this Section 3.5.  If Employee breaches this
          covenant, Employer shall be entitled to recover
          from Employee all sums expended by Employer
          (including costs and attorneys fees) in connection
          with such suit, claim, demand or cause of action."
     
     3.   Article 3, Section 3.10 of the Employment Agreement
       is hereby deleted in its entirety.
     
     4.   Article 7, Section 7.1 of the Employment
     Agreement is hereby deleted in its entirety and
     the following is inserted in its entirety:
     
          "7.1 As part of the consideration for the
          compensation and benefits to be paid to
          Employee hereunder, in keeping with
          Employee's duties as a fiduciary and in order
          to protect Employer's interest in the
          confidential information of Employer and the
          business relationships developed by Employee
          with the clients and potential clients of
          Employer, and as an additional incentive for
          Employer to enter into this Agreement,
          Employer and Employee agree to the non-
          competition provisions of this Article 7.
          Employee agrees that during the period of
          Employee's non-competition obligations
          hereunder, Employee will not, directly or
          indirectly for Employee or for others, in any
          geographic area or market where Employer or
          any of its affiliated companies are
          conducting any business as of the date of
          termination of the employment relationship or
          during the previous twelve months conducted
          any business:
          
               (i)  engage in any business competitive
          with the business conducted by Employer;
          
               (ii) render advice or services to, or
          otherwise assist, any other person,
          association, or entity who is engaged,
          directly or indirectly, in any business
          competitive with the business conducted by
          Employer; or
          
               (iii)     induce any employee of
          Employer or any of its affiliates to
          terminate his or her employment with Employer
          or its affiliates, or hire or assist in the
          hiring of any such employee by person,
          association, or entity not affiliated with
          Enron.
          
          In the event of Employee's termination of
          employment for any reason during the Term of this
          Agreement, these post employment non-competition
          and non-solicitation obligations shall extend for
          a period of one (1) year plus any additional
          period of post employment non-competition
          obligations as described in the Enron Capital & Trade Resources Corp. Long-Term Compensation
          Program and Phantom Stock Unit Plan."

     This Amendment is a First Amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement,
and any 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: /s/ JEFFREY K. SKILLING
                              Name:  Jeffrey K. Skilling
                              Title: President & Operating
                              Officer

This 14th day of February, 2000
                              
                              
                              
                              KENNETH D. RICE
                              
                              
                              
                              /s/ KENNETH D. RICE
                              This 14th day of February,
                              2000
                              



                       EXHIBIT "A" TO
               EXECUTIVE EMPLOYMENT AGREEMENT
           BETWEEN ENRON CORP. AND KENNETH D. RICE


Employee Name:      Kenneth D. Rice

Term:               February 14, 2000 through January 31, 2002

Position:           Chief Commercial Officer, Enron
                    Broadband Services Inc.

Location:           Houston, Texas

Reporting Relationship: Reports to the Office of the Chairman of Enron Corp.

Monthly Base Salary: Employee's Monthly Base Salary
                    shall be Thirty Five Thousand  Dollars
                    ($35,000.00).

Long Term Grants:   Subject to and effective upon the
                    approval by the Compensation and
                    Management Development Committee
                    ("Compensation Committee") of the Enron
                    Corp. Board of Directors, after this
                    Amendment has been executed and becomes
                    effective, Employee shall receive the
                    stock awards described below:
          
                    Subject to the above, at the February
                    14, 2000 Compensation Committee meeting
                    after this Amendment is signed, Employee
                    shall be granted the following from the
                    Amended and Restated Enron Corp. 1991
                    Stock Plan (as amended and restated May
                    4, 1999):  (1) a grant of 692,308 Enron
                    Corp. Common Stock Options with a two
                    (2) year term and a grant value of $9
                    million dollars on the Date of Grant to
                    vest 50% upon the Date of Grant and 50%
                    on February 14, 2001; (2) a grant of
                    600,000 Enron Corp. Common Stock Options
                    with a three (3) year term, having a
                    value of $9 million dollars on the Date
                    of Grant to vest 50% on February 14,
                    200l and 50% on February 14, 2002; and
                    (3) a grant of 500,000 Enron Corp. Stock
                    Options with a five (5) year term,
                    having a value of $9 million dollars on
                    the Date of Grant to vest 25% on
                    February 14, 2001, 2002, 2003, and 2004,
                    respectively.  In the event of
                    Employee's Involuntary Termination,
                    options granted on February 14, 2000,
                    which would have vested within ninety
                    (90) days of Employee's date of
                    Involuntary Termination, shall vest upon
                    the date of Involuntary Termination of
                    the employment relationship.


                              ENRON CORP.
                              
                              
                              
                              By: /s/ JEFFREY K. SKILLING
                              Name:  Jeffrey K. Skilling
                              Title: President & Operating
                              Officer
                              This 14th day of February, 2000
                              
                              
                              
                              KENNETH D. RICE
                              
                              
                              /s/ KENNETH D. RICE
                              This 14th day of February, 2000