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


               EXECUTIVE EMPLOYMENT AGREEMENT

     This Employment Agreement ('Agreement'), including the
attached Exhibit 'A,' is entered into between Enron Corp.,
an Oregon corporation, having offices at 1400 Smith Street,
Houston, Texas 77002 ('Employer'), and Kenneth D. Rice, an
individual currently residing at 4531 Birch Street,
Bellaire, Texas 77401('Employee'), to be effective as of
June 1, 1998 (the 'Effective Date').

                          WITNESSETH:

     WHEREAS, Employer is desirous of employing Employee
pursuant to the terms and conditions and for the
consideration set forth in this Agreement, and Employee is
desirous of entering the employ of Employer pursuant to such
terms and conditions and for such consideration.

     NOW, THEREFORE, for and in consideration of the mutual
promises, covenants, and obligations contained herein,
Employer and Employee agree as follows:

ARTICLE 1:  EMPLOYMENT AND DUTIES:

     1.1  Employer agrees to employ Employee, and Employee
agrees to be employed by Employer, beginning as of the
Effective Date and continuing until the date set forth on
Exhibit 'A' (the 'Term'), subject to the terms and
conditions of this Agreement.
     
     1.2  Employee initially shall be employed in the
position set forth on Exhibit A. Employer may subsequently
assign Employee to a different position or modify Employee's
duties and responsibilities; provided however, if Employer
assigns Employee to a different position, said assignment
shall not be a substantial reduction; or, if Employer
modifies Employee's duties and responsibilities, said
modification shall not substantially reduce Employee's
duties and responsibilities, neither of which event shall
occur without Employee's prior consent.  Moreover, Employer
may assign this Agreement and Employee's employment to any
affiliate of Enron.  Employee agrees to serve in the
assigned position and to perform diligently and to the best
of Employee's abilities the duties and services appertaining
to such position as determined by Employer, as well as such
additional or different duties and services appropriate to
such position which Employee from time to time may be
reasonably directed to perform by Employer.  Employee shall
at all times comply with and be subject to such policies and
procedures as Employer may establish from time to time.
     
     1.3  Employee shall, during the period of Employee's
employment by Employer, devote Employee's full business
time, energy, and best efforts to the business and affairs
of Employer.  Employee may not engage, directly or
indirectly, in any other business, investment, or activity
that materially interferes with Employee's performance of
Employee's duties hereunder, is contrary to the interests of
Employer, or requires any significant portion of Employee's
business time.
     
     1.4  In connection with Employee's employment by
Employer, Employer agrees to and shall provide Employee
access to such confidential information pertaining to the
business and services of Employer as is appropriate for
Employee's employment responsibilities.  Employer also
agrees to and shall provide to Employee the opportunity to
develop business relationships with Employer's clients and
potential clients.
     
     1.5  Employee acknowledges and agrees that, at all
times during the employment relationship Employee owes
fiduciary duties to Employer, including but not limited to
the fiduciary duties of the highest loyalty, fidelity and
allegiance to act at all times in the best interests of the
Employer, to make full disclosure to Employer of all
information that pertains to Employer's business and
interests, to do no act which would injure Employer's
business, its interests, or its reputation, and to refrain
from using for Employee's own benefit or for the benefit of
others any information or opportunities pertaining to
Employer's business or interests that are entrusted to
Employee or that he learned while employed by Employer.
Employee acknowledges and agrees that upon termination of
the employment relationship, Employee shall continue to
refrain from using for his own benefit or the benefit of
others any information or opportunities pertaining to
Employer's business or interests that were entrusted to
Employee during the employment relationship or that he
learned while employed by Employer.  Employee agrees that
while employed by Employer and thereafter he shall not
knowingly take any action which interferes with the internal
relationships between Employer and its employees or
representatives or interferes with the external
relationships between Employer and third parties.
     
     1.6  Employee agrees that while employed by Employer
any direct or indirect interest in, connection with, or
benefit from any outside activities, particularly commercial
activities, which interest might in any way adversely affect
Employer or any of its affiliates, involves a possible
conflict of interest.  In keeping with Employee's fiduciary
duties to Employer, Employee agrees that during the
employment relationship Employee shall not knowingly become
involved in a conflict of interest with Employer or its
affiliates, or upon discovery thereof, allow such a conflict
to continue.  Moreover, Employee agrees that Employee shall
disclose to Employer's President any facts which might
involve such a conflict of interest that has not been
approved by Employer's President.  Employer and Employee
recognize that it is impossible to provide an exhaustive
list of actions or interests which constitute a 'conflict of
interest.'  Moreover, Employer and Employee recognize there
are many borderline situations.  In some instances, full
disclosure of facts by the Employee to Employer's President
may be all that is necessary to enable Employer or its
affiliates to protect its interests.  In others, if no
improper motivation appears to exist and the interests of
Employer or its affiliates have not suffered, prompt
elimination of the outside interest will suffice.  In still
others, it may be necessary for Employer to terminate the
employment relationship.  Employer and Employee agree that
Employer's determination as to whether a conflict of
interest exists shall be conclusive.  Employer reserves the
right to take such action as, in its judgment, will end the
conflict.
     
     1.7  Employee understands and acknowledges that the
terms and conditions of this Agreement constitute
confidential information.  Employee shall keep confidential
the terms of this Agreement and shall not disclose this
confidential information to anyone other than Employee's
attorneys, tax advisors, or as required by law.  Employee
acknowledges and understands that disclosure of the terms of
this Agreement constitutes a material breach of this
Agreement and could subject Employee to disciplinary action,
including without limitation, termination of employment.

ARTICLE 2:  COMPENSATION AND BENEFITS:

     2.1  Employee's monthly base salary during the Term
shall be not less than the amount set forth under the
heading 'Monthly Base Salary' on Exhibit A, subject to
increase at the sole discretion of the Employer, which shall
be paid in semimonthly installments in accordance with
Employer's standard payroll practice.  Any calculation to be
made under this Agreement with respect to Employee's Monthly
Base Salary shall be made using the then current Monthly
Base Salary in effect at the time of the event for which
such calculation is made.
     
     2.2  While employed by Employer (both during the Term
and thereafter), Employee shall be allowed to participate,
on the same basis generally as other employees of Employer,
in all general employee benefit plans and programs,
including improvements or modifications of the same, which
on the effective date or thereafter are made available by
Employer to all or substantially all of Employer's
employees.  Such benefits, plans, and programs may include,
without limitation, medical, health, and dental care, life
insurance, disability protection, and pension plans.
Nothing in this Agreement is to be construed or interpreted
to provide greater rights, participation, coverage, or
benefits under such benefit plans or programs than provided
to similarly situated employees pursuant to the terms and
conditions of such benefit plans and programs.
     
     2.3  Employer shall not by reason of this Article 2 be
obligated to institute, maintain, or refrain from changing,
amending, or discontinuing, any such incentive compensation
or employee benefit program or plan, so long as such actions
are similarly applicable to covered employees generally.
Moreover, unless specifically provided for in a written plan
document adopted by the Board of Directors of either
Employer or Enron, none of the benefits or arrangements
described in this Article 2 shall be secured or funded in
any way, and each shall instead constitute an unfunded and
unsecured promise to pay money in the future exclusively
from the general assets of Employer.
     
     2.4  Employer may withhold from any compensation,
benefits, or amounts payable under this Agreement all
federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling.

ARTICLE 3:  TERMINATION PRIOR TO EXPIRATION OF TERM AND
            EFFECTS OF SUCH TERMINATION:

     3.1. Notwithstanding any other provisions of this
Agreement, Employer shall have the right to terminate
Employee's employment under this Agreement at any time prior
to the expiration of the Term for any of the following
reasons:

     (i)  For 'cause' upon the determination by the
          Employer's Board of Directors or Enron's
          management committee (or, if there is no Enron
          management committee, the highest applicable level
          of Enron management) that 'cause' exists for the
          termination of the employment relationship.  As
          used in this Section 3.1(i), the term 'cause'
          shall mean [a] Employee's gross negligence or
          willful misconduct in the performance of the
          duties and services required of Employee pursuant
          to this Agreement; [b] Employee has been convicted
          of a felony; [c] Employee has willfully refused
          without proper legal reason to perform the duties
          and responsibilities required of Employee under
          this Agreement which remains uncorrected for
          thirty (30) days following written notice to
          Employee by Employer of such breach;
          [d] Employee's involvement in a conflict of
          interest as referenced in Section 1.6 for which
          Employer makes a determination to terminate the
          employment of Employee which remains uncorrected
          for thirty (30) days following written notice to
          Employee by Employer of such breach; [e] Employee
          has willfully engaged in conduct that Employee
          knows or should know is materially injurious to
          Employer or any of its subsidiaries;
          [f] Employee's material breach of any material
          provision of this Agreement or corporate code or
          policy which remains uncorrected for thirty (30)
          days following written notice to Employee by
          Employer of such breach; or [g] Employee violates
          the Foreign Corrupt Practices Act or other
          applicable United States law as proscribed by
          Section 5.1.  It is expressly acknowledged and
          agreed that the decision as to whether 'cause'
          exists for termination of the employment
          relationship by Employer is delegated to the
          Employer's management committee (or, if there is
          no management committee, the highest applicable
          level of Employer's management) for determination.
          If Employee disagrees with the decision reached by
          Employer's management committee (or, if there is
          no management committee, the highest applicable
          level of Employer's management), the dispute will
          be limited to whether Employer's management
          committee (or, if there is no Enron management
          committee, the highest applicable level of
          Employer's management) reached its decision in
          good faith;
     
     (ii) for any other reason whatsoever, with or without
          cause, in the sole discretion of the management
          committee (or, if there is no management
          committee, the highest applicable level of manage
          ment) of Employer;
     
    (iii) upon Employee's death; or
     
     (iv) upon Employee's becoming disabled so as to entitle
          Employee to benefits under Enron's long-term
          disability plan or, if Employee is not eligible to
          participate in such plan, then Employee is
          permanently and totally unable to perform
          Employee's duties for Employer as a result of any
          medically determinable physical or mental
          impairment as supported by a written medical
          opinion to the foregoing effect by a physician
          selected by Employer.

The termination of Employee's employment by Employer prior
to the expiration of the Term shall constitute a
'Termination for Cause' if made pursuant to Section 3.1(i);
the effect of such termination is specified in Section 3.4.
The termination of Employee's employment by Employer prior
to the expiration of the Term shall constitute an 'Involun
tary Termination' if made pursuant to Section 3.1(ii); the
effect of such termination is specified in Section 3.5.  The
effect of the employment relationship being terminated
pursuant to Section 3.1(iii) as a result of Employee's death
is specified in Section 3.6.  The effect of the employment
relationship being terminated pursuant to Section 3.1(iv) as
a result of the Employee becoming incapacitated is specified
in Section 3.7.

     3.2  Notwithstanding any other provisions of this
Agreement except Section 8.6, Employee shall have the right
to terminate the employment relationship under this
Agreement at any time prior to the expiration of the Term of
employment for any of the following reasons:

          (i)  a material breach by Employer of any material
          provision of this Agreement which remains
          uncorrected for 30 days following written notice
          of such breach by Employee to Employer;

          (ii) Employer assigns Employee to a different
          position and said assignment constitutes a
          substantial reduction or Employer substantially
          reduces Employee's responsibilities and duties,
          either of which event occurs without Employee's
          prior consent;

          (iii) for any other reason whatsoever, in the sole
          discretion of Employee.

The termination of Employee's employment by Employee prior
to the expiration of the Term shall constitute an
'Involuntary Termination' if made pursuant to Section 3.2(i)
and Section 3.2(ii); the effect of such termination is
specified in Section 3.5.  The termination of Employee's
employment by Employee prior to the expiration of the Term
shall constitute a 'Voluntary Termination' if made pursuant
to Section 3.2(iii); the effect of such termination is
specified in Section 3.3.

     3.3  Upon a 'Voluntary Termination' of the employment
relationship by Employee prior to expiration of the Term,
all future compensation to which Employee is entitled and
all future benefits for which Employee is eligible shall
cease and terminate as of the date of termination.  Employee
shall be entitled to a lump sum payment in the amount of
Eight Hundred Thousand and No/100 Dollars ($800,000.00), as
well as Employee's pro rata salary through the date of such
termination, but Employee shall not be entitled to any
individual bonuses or individual incentive compensation not
yet paid at the date of such termination.
    
     3.4  If Employee's employment hereunder shall be
terminated by Employer for Cause prior to expiration of the
Term, all future compensation to which Employee is entitled
and all future benefits for which Employee is eligible shall
cease and terminate as of the date of termination.  Employee
shall be entitled to pro rata salary through the date of
such termination, but Employee shall not be entitled to any
individual bonuses or individual incentive compensation not
yet paid at the date of such termination.
    
     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 a lump
sum payment in the amount of Eight Hundred Thousand and
No/100 ($800,000.00), as well as the remainder of the then
current Monthly Base Salary as if Employee's employment
(which shall cease on the date of such Involuntary Termina
tion) had continued for the full Term of this Agreement.
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 or its
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 Involuntary 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.
    
     3.6  Upon termination of the employment relationship as
a result of Employee's death, Employee's heirs,
administrators, or legatees shall be entitled to Employee's
pro rata salary through the date of such termination, but
Employee's heirs, administrators, or legatees shall not be
entitled to any individual bonuses or individual incentive
compensation not yet paid to Employee at the date of such
termination.
    
     3.7  Upon termination of the employment relationship as
a result of Employee's incapacity, Employee shall be
entitled to his or her pro rata salary through the date of
such termination, but Employee shall not be entitled to any
individual bonuses or individual incentive compensation not
yet paid to Employee at the date of such termination.
    
     3.8  In all cases, the compensation and benefits
payable to Employee under this Agreement upon termination of
the employment relationship shall be offset against any
amounts to which Employee may otherwise be entitled under
any and all severance plans, and policies of Employer,
Enron, or its affiliates.
    
     3.9  Termination of the employment relationship does
not terminate those obligations imposed by this Agreement
which are continuing obligations, including, without
limitation, Employee's obligations under Articles 6 and 7.
     
     3.10 Upon termination of the employment relationship
between Employee and Employer for any reason, Employee shall
be entitled to receive compensation and benefits earned and
accrued by Employee during his employment as are
specifically provided in any applicable employee benefit and
compensation plan documents and any grant or award
agreements thereunder, provided however, in the event,
Jeffrey K. Skilling does not hold the title and position of
Chief Operating Officer or a higher level position with
Enron Corp., 50% of the unvested stock options, restricted
stock, and phantom units granted to Employee shall
immediately vest.  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.
     
ARTICLE 4:     CONTINUATION OF EMPLOYMENT BEYOND TERM;
               TERMINATION AND EFFECTS OF TERMINATION:

     4.1  Should Employee remain employed by Employer beyond
the expiration of the Term specified on Exhibit 'A,' such
employment shall convert to a month-to-month relationship
terminable at any time by either Employer or Employee for
any reason whatsoever, with or without cause.  Upon such
termination of the employment relationship by either
Employer or Employee for any reason whatsoever, all future
compensation to which Employee is entitled and all future
benefits for which Employee is eligible shall cease and
terminate.  Employee shall be entitled to pro rata salary
through the date of such termination, but Employee shall not
be entitled to any individual bonuses or individual
incentive compensation not yet paid at the date of such
termination.

ARTICLE 5:  UNITED STATES FOREIGN CORRUPT PRACTICES ACT AND
            OTHER LAWS:

     5.1. Employee shall at all times comply with United
States laws applicable to Employee's actions on behalf of
Employer, including specifically, without limitation, the
United States Foreign Corrupt Practices Act, generally
codified in 15 USC 78 (FCPA), as the FCPA may hereafter be
amended, and/or its successor statutes.  If Employee pleads
guilty to or nolo contendere or admits civil or criminal
liability under the FCPA or other applicable United States
law, or if a court finds that Employee has personal civil or
criminal liability under the FCPA or other applicable United
States law, or if a court finds that Employee committed an
action resulting in any Enron entity having civil or
criminal liability or responsibility under the FCPA or other
applicable United States law with knowledge of the
activities giving rise to such liability or knowledge of
facts from which Employee should have reasonably inferred
the activities giving rise to liability had occurred or were
likely to occur, such action or finding shall constitute
'cause' for termination under this Agreement unless
Employer's management committee (or, if there is no
management committee, the highest applicable level of
Employer's management) determines that the actions found to
be in violation of the FCPA or other applicable United
States law were taken in good faith and in compliance with
all applicable policies of Employer and Enron.

ARTICLE 6:  OWNERSHIP AND PROTECTION OF INFORMATION;
            COPYRIGHTS:
     
     6.1  All information, ideas, concepts, improvements,
discoveries, and inventions, whether patentable or not,
which are conceived, made, developed or acquired by Employ
ee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business
hours or otherwise and whether on Employer's premises or
otherwise) which relate to Employer's business, products or
services (including, without limitation, all such
information relating to corporate opportunities, research,
financial and sales data, pricing and trading terms, evalua
tions, opinions, interpretations, acquisition prospects, the
identity of customers or their requirements, the identity of
key contacts within the customer's organizations or within
the organization of acquisition prospects, or marketing and
merchandising techniques, prospective names, and marks)
shall be disclosed to Employer and are and shall be the sole
and exclusive property of Employer.  Moreover, all drawings,
memoranda, notes, records, files, correspondence, drawings,
manuals, models, specifications, computer programs, maps and
all other writings or materials of any type embodying any of
such information, ideas, concepts, improvements,
discoveries, and inventions are and shall be the sole and
exclusive property of Employer.
     
     6.2  Employee acknowledges that the business of
Employer and its affiliates is highly competitive and that
their strategies, methods, books, records, and documents,
their technical information concerning their products,
equipment, services, and processes, procurement procedures
and pricing techniques, the names of and other information
(such as credit and financial data) concerning their
customers and business affiliates, all comprise confidential
business information and trade secrets which are valuable,
special, and unique assets which Employer or its affiliates
use in their business to obtain a competitive advantage over
their competitors.  Employee further acknowledges that
protection of such confidential business information and
trade secrets against unauthorized disclosure and use is of
critical importance to Employer and its affiliates in
maintaining their competitive position.  Employee hereby
agrees that Employee will not, at any time during or after
his or her employment by Employer, make any unauthorized
disclosure of any confidential business information or trade
secrets of Employer or its affiliates, or make any use
thereof, except in the carrying out of his or her employment
responsibilities hereunder.  Enron and its affiliates shall
be third party beneficiaries of Employee's obligations under
this Section.  As a result of Employee's employment by
Employer, Employee may also from time to time have access
to, or knowledge of, confidential business information or
trade secrets of third parties, such as customers,
suppliers, partners, joint venturers, and the like, of
Employer and its affiliates.  Employee also agrees to
preserve and protect the confidentiality of such third party
confidential information and trade secrets to the same
extent, and on the same basis, as Employer's confidential
business information and trade secrets.  Employee acknowl
edges that money damages would not be sufficient remedy for
any breach of this Article 6 by Employee, and Employer shall
be entitled to enforce the provisions of this Article 6 by
terminating any payments then owing to Employee under this
Agreement and/or to specific performance and injunctive
relief as remedies for such breach or any threatened breach.
Such remedies shall not be deemed the exclusive remedies for
a breach of this Article 6, but shall be in addition to all
remedies available at law or in equity to Employer,
including the recovery of damages from Employee and his or
her agents involved in such breach.
     
     6.3  All written materials, records, and other
documents made by, or coming into the possession of,
Employee during the period of Employee's employment by
Employer which contain or disclose confidential business
information or trade secrets of Employer, Enron, or their
affiliates shall be and remain the property of Employer,
Enron, or their affiliates, as the case may be.  Upon
termination of Employee's employment by Employer, for any
reason, Employee promptly shall deliver the same, and all
copies thereof, to Employer.
     
     6.4  If, during Employee's employment by Employer,
Employee creates any original work of authorship fixed in
any tangible medium of expression which is the subject
matter of copyright (such as videotapes, written
presentations on acquisitions, computer programs, drawings,
maps, architectural renditions, models, manuals, brochures,
or the like) relating to Employer's business, products, or
services, whether such work is created solely by Employee or
jointly with others (whether during business hours or
otherwise and whether on Employer's premises or otherwise),
Employee shall disclose such work to Employer.  Employer
shall be deemed the author of such work if the work is
prepared by Employee in the scope of his or her employment;
or, if the work is not prepared by Employee within the scope
of his or her employment but is specially ordered by
Employer as a contribution to a collective work, as a part
of a motion picture or other audiovisual work, as a trans
lation, as a supplementary work, as a compilation, or as an
instructional text, then the work shall be considered to be
work made for hire and Employer shall be the author of the
work.  If such work is neither prepared by the Employee
within the scope of his or her employment nor a work spec
ially ordered and is deemed to be a work made for hire, then
Employee hereby agrees to assign, and by these presents does
assign, to Employer all of Employee's worldwide right,
title, and interest in and to such work and all rights of
copyright therein.
     
     6.5  Both during the period of Employee's employment by
Employer and thereafter, Employee shall provide reasonable
assistance to Employer and its nominee, at any time, in the
protection of Employer's worldwide right, title, and
interest in and to information, ideas, concepts, improve
ments, discoveries, and inventions, and its copyrighted
works, including without limitation, the execution of all
formal assignment documents requested by Employer or its
nominee and the execution of all lawful oaths and applica
tions for applications for patents and registration of
copyright in the United States and foreign countries.

ARTICLE 7:  POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:

     7.1  As part of the consideration for the compensation
and benefits to be paid, and the confidential or proprietary
information to be provided to Employee hereunder, in keeping
with Employee's duties as a fiduciary and in order to
protect Employer's interests 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 have 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;

     (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 six months 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.

     7.2  Employee understands that the foregoing
restrictions may limit his or her ability to engage in
certain businesses anywhere in the world during the period
provided for above, but acknowledges that Employee will
receive sufficiently high remuneration and other benefits
(e.g., the right to receive compensation under Section 3.5
for the remainder of the Term upon Involuntary Termination)
under this Agreement to justify such restriction.  Employee
acknowledges that money damages would not be sufficient
remedy for any breach of this Article 7 by Employee, and
Employer shall be entitled to enforce the provisions of this
Article 7 by terminating any payments then owing to Employee
under this Agreement and/or to specific performance and
injunctive relief as remedies for such breach or any
threatened breach.  Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 7, but shall
be in addition to all remedies available at law or in equity
to Employer, including, without limitation, the recovery of
damages from Employee and his or her agents involved in such
breach.
     
     7.3  It is expressly understood and agreed that
Employer and Employee consider the restrictions contained in
this Article 7 to be reasonable and necessary to protect the
proprietary information of Employer.  Nevertheless, if any
of the aforesaid restrictions are found by a court having
jurisdiction to be unreasonable, or overly broad as to
geographic area or time, or otherwise unenforceable, the
parties intend for the restrictions therein set forth to be
modified by such courts so as to be reasonable and
enforceable and, as so modified by the court, to be fully
enforced.

ARTICLE 8:  MISCELLANEOUS:

     8.1  For purposes of this Agreement the terms
'affiliates' or 'affiliated' means an entity who directly,
or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with Enron or
Employer.
     
     8.2  Employee shall refrain, both during the employment
relationship and after the employment relationship
terminates, from publishing any oral or written statements
about Employer, Enron, any of their respective subsidiaries
or affiliates, or any of such entities' officers, employees,
agents or representatives that are slanderous, libelous, or
defamatory; or that disclose private or confidential
information about Employer, Enron, any of their respective
subsidiaries or affiliates, or any of such entities'
business affairs, officers, employees, agents, or
representatives; or that constitute an intrusion into the
seclusion or private lives of Employer, Enron, any of their
respective subsidiaries or affiliates, or such entities'
officers, employees, agents, or representatives; or that
give rise to unreasonable publicity about the private lives
of Employer, Enron, any of their respective subsidiaries or
affiliates, or any of such entities' officers, employees,
agents, or representatives; or that place Employer, Enron,
any of their respective subsidiaries or affiliates, or any
of such entities' or its officers, employees, agents, or
representatives in a false light before the public; or that
constitute a misappropriation of the name or likeness of
Employer, Enron, any of their respective subsidiaries or
affiliates, or any of such entities' or its officers,
employees, agents, or representatives.  A violation or
threatened violation of this prohibition may be enjoined by
the courts.  The rights afforded the Enron entities and
affiliates under this provision are in addition to any and
all rights and remedies otherwise afforded by law.
     
     8.3  For purposes of this Agreement, notices and all
other communications provided for herein 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, return receipt requested, postage prepaid,
addressed as follows:  (a) If to Employer: Enron Corp.; 1400
Smith Street; Houston, Texas 77002; Attention:  Corporate
Secretary; (b) If to Employee, to the address shown on the
first page hereof.

Either Employer or Employee may furnish a change of address
to the other in writing in accordance herewith, except that
notices of changes of address shall be effective only upon
receipt.

     8.4  This Agreement shall be governed in all respects
by the laws of the State of Texas, excluding any conflict-of-
law rule or principle that might refer the construction of
the Agreement to the laws of another State or country.
     
     8.5  No failure by either party hereto 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 similar or dissimilar
provisions or conditions at the same or at any prior or
subsequent time.
     
     8.6  If a dispute arises out of or related to this
Agreement, other than a dispute regarding Employee's
obligations under Article 6, Article 7, or Article 8.2, and
if the dispute cannot be settled through direct discussions,
then Employer and Employee agree to first endeavor to settle
the dispute in an amicable manner by mediation, before
having recourse to any other proceeding or forum.

     8.7  Each of Employer and Employee is a citizen of the
State of Texas.  Employer's principal place of business is
in Houston, Harris County, Texas.  Employee resides in
Harris County, Texas.  This Agreement was negotiated and
signed in Houston, Texas.  This Agreement shall be performed
in Houston, Texas.  Any litigation that may be brought by
either Employer or Employee 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.  In
the event that service of process cannot be effected upon a
party, each party hereby irrevocably appoints the Secretary
of State for the State of Texas as its or his agent for
service of process to receive the summons and other
pleadings in connection with any such litigation.
     
     8.8  It is a desire and intent of the parties that the
terms, provisions, covenants, and remedies contained in this
Agreement shall be enforceable to the fullest extent
permitted by law.  If any such term, provision, covenant, or
remedy of this Agreement or the application thereof to any
person, association, or entity or circumstances shall, to
any extent, be construed to be invalid or unenforceable in
whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its
enforceability under the applicable law to the fullest
extent permitted by law.  In any case, the remaining
provisions of this Agreement or the application thereof to
any person, association, or entity or circumstances other
than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.
     
     8.9  This Agreement shall be binding upon and inure to
the benefit of Employer and any other person, association,
or entity which may hereafter acquire or succeed to all or
substantially all of the business or assets of Employer by
any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise.  Employee's rights and
obligations under Agreement hereof are personal and such
rights, benefits, and obligations of Employee shall not be
voluntarily or involuntarily assigned, alienated, or
transferred, whether by operation of law or otherwise,
without the prior written consent of Employer.

     8.10 There exist other agreements between Employer and
Employee relating to the employment relationship between
them, e.g., the agreement with respect to company policies
contained in Employer's Conduct of Business Affairs booklet
and agreements with respect to benefit plans.  This
Agreement replaces and merges previous agreements and
discussions pertaining to the following subject matters
covered herein: the nature of Employee's employment
relationship with Employer and the term and termination of
such relationship.  This Agreement constitutes the entire
agreement of the parties with regard to such subject
matters, and contains all of the covenants, promises,
representations, warranties, and agreements between the
parties with respect such subject matters.  Each party to
this Agreement acknowledges that no representation,
inducement, promise, or agreement, oral or written, has been
made by either party with respect to such subject matters,
which is not embodied herein, and that no agreement,
statement, or promise relating to the employment of Employee
by Employer 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 whose rights hereunder are affected thereby, provided
that any such modification must be authorized or approved by
the Board of Directors of Employer.
          
     IN WITNESS WHEREOF, Employer and Employee have duly
executed this Agreement in multiple originals to be
effective on the date first stated above.

                              ENRON CORP.
          
                              By:    JEFFREY K. SKILLING
                              Name:  Jeffrey K. Skilling
                              Title:
                              This 1st day of September,
                              1998
                     

                              KENNETH D. RICE
          
                              KENNETH D. RICE
                              This 1st day of September,
                              1998
                              

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


Employee Name:      Kenneth D. Rice

Term:               January 31, 1998 through January 31, 2001

Position:           Chairman and Chief Executive Officer of
                    Enron Capital & Trade
                    Resources Corp. North America

Location:           Houston, Texas

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

Monthly Base Salary: January 31, 1998 through April 30,
                    1998, Twenty Five Thousand Dollars and
                    Cents/100 ($25,000.00); May 1, 1998
                    through May 31, 1998, Twenty Nine
                    Thousand One Hundred Sixty Six Dollars
                    and Sixty Six Cents ($29,166.66); and
                    effective June 1, 1998, Thirty Three
                    Thousand Three Hundred Thirty Three
                    Dollars and Thirty Three Cents
                    ($33,333.33)

Bonus:              Employee shall be eligible to
                    participate in the Enron Corp. Annual
                    Incentive Plan ('Plan').  All bonuses
                    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 bonus amounts under this Plan
                    shall be based on a bonus target of
                    $500,000.00.  In addition, if the Enron
                    Wholesale Group meets its financial
                    targets, Employee shall be eligible to
                    receive an additional $300,000.00 bonus
                    target.

Long Term Incentive
Compensation:       Employee shall receive the
                    following Long Term Incentive
                    Compensation:

                                   1998
                    1.   A grant of Enron
                    Corp. Restricted Stock having a grant
                    value of $1,060,000.00 to vest in
                    accordance with the phantom stock unit
                    vesting schedule as described in the ECT
                    Phantom Stock Unit Plan on January 31,
                    1999, January 31, 2000, January 31,
                    2001, January 31, 2002, and January 31,
                    2003 based on after-tax net income
                    performance for calendar years 1998,
                    1999, 2000, 2001, and 2002;


                    2.   A grant of 100,000
                    stock options to vest in increments of
                    20% on December 31 of each of the next
                    five years.  The difference between $40-
                    1/8 Enron Corp. stock price and actual
                    grant price for these options shall be
                    delivered in additional shares of Enron
                    Corp. restricted stock tied to the
                    restricted stock vesting schedule
                    described above.  For example, if the
                    stock option grant price is $55-1/8, the
                    $15.00 difference will be multiplied x
                    100,000 and the sum shall be  by $55-1/8
                    to determine the number of additional
                    shares of Enron Corp. restricted stock;
                    and

                                   1999 and 2000
                    3.   In both 1999 and
                    2000, Employee shall be granted stock
                    options having a grant value based on
                    Black-Scholes (as determined annually by
                    the Compensation Committee of the Enron
                    Corp. Board of Directors similar to
                    other Enron Executives) of $2,120,000.00
                    for each year.  For example, if the
                    Black-Scholes value of an Enron stock
                    option was $10.60, Employee would
                    receive 200,000 stock options
                    ($2,120,000.00 , $10.60). These stock
                    options will be granted on December 31,
                    1998 and December 31, 1999, and shall
                    vest 20% on the date of grant and 20% on
                    December 31 of each of the next four
                    years following the date of grant.  Each
                    grant shall be evidenced by an award
                    agreement.

                              ENRON CORP.

                              By:   JEFFREY K. SKILLING
                              Name: Jeffrey K. Skilling
                              Title:
                              This 1st day of September,
                              1998


                              KENNETH D. RICE

                              KENNETH D. RICE
                              This 1st day of September,
                              1998