Executive Employment Agreement - Enron Operations Corp. and Stanley C. Horton


                 EXECUTIVE EMPLOYMENT AGREEMENT


     This Employment Agreement ('Agreement'), including the
attached Exhibit 'A,' is entered into between Enron
Operations Corp., a Delaware corporation, having offices at
1400 Smith Street, Houston, Texas 77002 ('Employer'), and
Stanley C. Horton, an individual currently residing at 70
Champions Bend Circle, Houston, Texas 77069 ('Employee'), to
be effective as of October 1, 1996 (the 'Effective Date').

                          WITNESSETH:

     WHEREAS, Employee is currently employed under that
certain Employment Agreement between Enron Interstate
Pipeline Company and Stanley C. Horton, effective as of
January 1, 1990, amended and assigned to Enron Operations
Corp. as of October 1, 1993.

     WHEREAS, Employee is willing to continue his employment
with Employer under the terms and conditions set forth in
this Agreement, and said Agreement shall supersede all
pervious agreements; and

     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.  Moreover, Employer may assign this
Agreement and Employee's employment to Enron or any
affiliates 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 interferes with Employee's performance of Employee's
duties hereunder, is contrary to the interests of Employer
or Enron, or requires any significant portion of Employee's
business time.
     
     1.4. In connection with Employee's employment by Employer,
Employer shall endeavor to 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 shall endeavor
to provide to Employee the opportunity to develop business
relationships with those of Employer's clients and potential
clients that are appropriate for Employee's employment
responsibilities.
     
     1.5. Employee acknowledges and agrees that Employee owes a
fiduciary duty of loyalty, fidelity and allegiance to act at
all times in the best interests of the Employer and to do no
act which would injure Employer's business, its interests,
or its reputation.  It is agreed that 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, Enron,
or any of their affiliates, involves a possible conflict of
interest.  In keeping with Employee's fiduciary duties to
Employer, Employee agrees that Employee shall not knowingly
become involved in a conflict of interest with Employer,
Enron, or their affiliates, or upon discovery thereof, allow
such a conflict to continue.  Moreover, Employee agrees that
Employee shall disclose to Employer's General Counsel any
facts which might involve such a conflict of interest that
has not been approved by Employer's President.
     
     1.6. 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 General Counsel may be all that is necessary to
enable Employer, Enron, or their affiliates to protect its
interests.  In others, if no improper motivation appears to
exist and the interests of Employer, Enron, or their
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.

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.
     
     2.5. Employee shall receive an option to purchase 125,000
shares of Enron Corp. Common Stock, subject to approval by
the Compensation Committee of the Board of Directors of
Enron Corp. at the meeting to be held September 30, 1996.
The grant shall be effective as of September 30, 1996 and
the grant price shall be equal to the closing price of Enron
Corp. Common Stock on the date of grant.  The grant shall
have a normal exercise term of ten years from date of grant.
The grant shall have an exercise term of ten years from date
of grant and shall be evidenced by an award agreement.

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 good faith determination by
          the Employer's management committee (or, if there
          is no management committee, the highest applicable
          level of management) of Employer 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; or [b]
          Employee's final conviction of a felony or of a
          misdemeanor involving moral turpitude;
          [c] Employee's involvement in a conflict of
          interest as referenced in Sections 1.5-1.6 for
          which Employer makes a determination to terminate
          the employment of Employee; or [d] Employee's
          material breach of any material provision of this
          Agreement which remains uncorrected for thirty
          (30) days following written notice to Employee by
          Employer of such breach.  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 management committee (or, if there is no
          management committee, the highest applicable level
          of management) of Employer for determination.  If
          Employee disagrees with the decision reached by
          Employer, the dispute will be limited to whether
          the management committee (or, if there is no
          management committee, the highest applicable level
          of management) of Employer 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
          management) of Employer;
     
    (iii) upon Employee's death; or
     
     (iv) upon Employee's becoming incapacitated by
          accident, sickness, or other circumstance which
          renders him or her mentally or physically
          incapable of performing the duties and services
          required of Employee.

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
'Involuntary 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 7.5, 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; or

          (ii) within sixty (60) days of and in connection
          with or based upon any of the following:

                    (a)  a transfer or assignment from
               Employee's present position to a non-
               management position which involves an overall
               substantial and material reduction in the
               nature or scope of Employee's duties and
               responsibilities; or

                    (b)  a permanent change and relocation
               of Employee from the city in which Employee
               was serving at the time of such change, to a
               place which is more than 50 miles away from
               such locations; or

         (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)
or 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 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
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
compensation specified in Section 2.1 and an amount equal to
thirty percent (30%) of the amount specified in Section 2.1
as if Employee's employment (which shall cease on the date
of such Involuntary Termination) 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, 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
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 5 and 6.
    
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:  OWNERSHIP AND PROTECTION OF INFORMATION;
            COPYRIGHTS:

     5.1.   All information, ideas, concepts, improvements,
discoveries, and inventions, whether patentable or not,
which are conceived, made, developed or acquired by
Employee, 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,
evaluations, 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.
     
     5.2.   Employee acknowledges that the business of Employer,
Enron, and their 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, Enron, or their
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,
Enron, and their 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, Enron, or
their 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, Enron, and their
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 acknowledges that money damages
would not be sufficient remedy for any breach of this
Article 5 by Employee, and Employer shall be entitled to
enforce the provisions of this Article 5 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 5, 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.
     
     5.3.   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.
     
     5.4.   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
translation, 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
specially 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.
     
     5.5.   Both during the period of Employee's employment by
Employer and thereafter, Employee shall assist Employer and
its nominee, at any time, in the protection of Employer's
worldwide right, title, and interest in and to information,
ideas, concepts, improvements, 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 applications for applications for patents and
registration of copyright in the United States and foreign
countries.

ARTICLE 6:  POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:

     6.1. 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 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 6.  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 Enron or any of their
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 Enron
         or any of their affiliates to terminate his or her
         employment with Employer, Enron, or their
         affiliates, or hire or assist in the hiring of any
         such employee by person, association, or entity
         not affiliated with Enron.

These non-competition obligations shall extend until the
expiration of the Term.

     6.2. 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 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, without limitation, the recovery of damages from
Employee and his or her agents involved in such breach.
     
     6.3. It is expressly understood and agreed that Employer and
Employee consider the restrictions contained in this Article
6 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 7:  MISCELLANEOUS:

     7.1. 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.
     
     7.2. 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:

     If to Employer, to:

          Enron Operations Corp.
          1400 Smith Street
          Houston, Texas 77002
          Attention:  Chief Executive Officer

     With a copy to:

          Enron Corp.
          1400 Smith Street
          Houston, Texas 77002
          Attention:  Corporate Secretary

     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.

     I.   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.
     
     II.  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.
     
     III. If a dispute arises out of or related to this
Agreement, other than a dispute regarding Employee's
obligations under Sections 5.2, Article 5, or Section 6.1,
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.  Thereafter, if either party to this Agreement brings
legal action to enforce the terms of this Agreement, the
party who prevails in such legal action, whether plaintiff
or defendant, in addition to the remedy or relief obtained
in such legal action shall be entitled to recover its, his,
or her expenses incurred in connection with such legal
action, including, without limitation, costs of Court and
attorneys fees.
     
     IV.  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.
     
     V.   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.
     
     VI.  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 OPERATIONS CORP.

                              By: /s/ PEGGY B. MENCHACA
                              Name: Peggy B. Menchaca
                              Title:  Vice President & Secretary
                              This 15 day of October, 1996


                              STANLEY C. HORTON

                              /s/ STANLEY C. HORTON
                              This 15th day of October, 1996


                         EXHIBIT 'A' TO
                 EXECUTIVE EMPLOYMENT AGREEMENT
      BETWEEN ENRON OPERATIONS CORP. AND STANLEY C. HORTON


Employee Name:       Stanley C. Horton

Term:                October 1, 1996 through May 31, 2000

Position:            Co-Chairman and Chief Executive Officer

Location:            Houston, Texas

Monthly Base Salary: Thirty-Six Thousand Two Hundred Fifty
                     and No/100 Dollars ($36,250.00) per month

Bonus:               Employee shall be eligible to participate
                     in the Enron Corp. Annual Incentive Plan
                     ('Plan') or any appropriate replacement
                     bonus plan of ECT.  All bonuses may 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
                     shall be paid in stock options.

Long-Term Incentives:Employee shall be eligible to
                     participate in the Enron Corp. Long-Term
                     Incentive Program or any appropriate
                     replacement long-term incentive program.


                              ENRON OPERATIONS CORP.


                              By: /s/ PEGGY B. MENCHACA
                              Name: Peggy B. Menchaca
                              Title:  Vice President & Secretary
                              This 15 day of October, 1996



                              STANLEY C. HORTON


                              /s/ STANLEY C. HORTON
                              This 15th day of October, 1996