Termination Agreement - Enron Corp. and Richard D. Kinder


                          AGREEMENT


This Agreement is made and entered into by and between Enron
Corp. ('Company') and Richard D. Kinder ('Kinder'), an
individual residing in Houston, Texas, on and effective the
25th day of November, 1996 (the 'Effective Date').

                          WITNESSETH:

     WHEREAS, Company and Kinder have agreed that Kinder's
employment with the Company will voluntarily terminate; and

     WHEREAS, Company and Kinder have agreed upon the time,
terms and conditions under which Kinder's employment with
the Company will terminate;

     NOW, THEREFORE, for and in consideration of the mutual
covenants, promises and representations contained herein,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Company and
Kinder agree as follows:


1.   Regarding Kinder's Employment with Company.

1.1. Employment.  Kinder's voluntary resignation and
termination of employment with Company shall be effective on
February 15, 1997 ('Termination Date').  Effective December
31, 1996, Kinder shall resign as an officer, director and
member of executive committees of Company and its
subsidiaries and affiliated companies in which he holds
office, directorship and/or membership; however, from
December 31, 1996, until the Termination Date, Kinder will
continue to perform the duties reasonably agreed to between
him and the Chairman and Chief Executive Officer of Company.
In connection with his resignation as an officer, director
and member of executive committees, Kinder agrees to sign a
resignation letter to be placed in the corporate minute
books of Company, its subsidiaries and affiliates.  The
parties agree that such resignation and continuation of
employment, which results in a transfer of position and an
overall substantial and material reduction in the nature and
scope of his duties and responsibilities, shall not be an
Involuntary Termination of Kinder's employment with Company.
The parties agree that as of the Effective Date, there has
occurred no event that is or could result in an Involuntary
Termination of Kinder's employment with Company.

1.2. Employment Agreement.  Subject to the provisions of
this Agreement which shall be controlling and which are an
amendment thereof, the Employment Agreement as amended from
time to time, between Company and Kinder effective as of
September 1, 1989 (the 'Employment Agreement)' shall
continue in effect until the Termination Date, whereupon
Kinder's employment with Company shall voluntarily
terminate.

1.3. Defined Terms.  Terms and phrases used in this
Agreement which are defined in the Employment Agreement
shall have the same meaning as used in the Employment
Agreement.

2.   Consideration:

2.1. Payments.  As consideration for covenants contained
herein and the parties' agreement therewith, and subject to
tax withholding requirements, Company shall pay to Kinder:

     A.  A payment in the sum of One Million Dollars
     ($1,000,000) which shall be paid to Kinder on January
     1, 1997.
     
     B.  An amount as the annual bonus Kinder would receive
     for calendar year 1996 in the sum of One Million Five
     Hundred Thousand Dollars ($1,500,000), which shall be
     paid at the time bonus payments for calendar year 1996
     are paid to executives of Company, but not later than
     the Termination Date.

2.2. Debt Cancellation.  All principal in the amount of
Three Million Fifty Three Thousand Eighty Six Dollars
($3,053,086) and all interest accrued through February 7,
1997 (Six Hundred Seventy Four Thousand Five Hundred Three
Dollars ($674,503) as of September 30, 1996, plus interest
accrued thereafter through February 7, 1996) under Kinder's
Stock Finance Documents and Loan Commitment Documents are
canceled and forgiven as of February 7, 1996, and shall be
reported by Company as taxable income to Kinder.

2.3. Club Memberships.  Company shall transfer to Kinder the
memberships maintained by Company for Kinder at the Houston
Racquet Club and the Petroleum Club, and such transfer of
memberships shall be reported by Company as taxable income
to Kinder.  Kinder shall pay fees and costs associated with
continuation of such memberships in his name.

2.4  Vacation Days.  Company shall pay Kinder accumulated
unused vacation pay for 1996 on December 31, 1996 in the
amount of Forty Six Thousand Ten Dollars ($46,010), and
accumulated unused vacation pay for 1997 in the amount of
Sixty Three Thousand Four Hundred Sixty Two Dollars
($63,462) on the Termination Date.

3.   Employee Benefit Plans and Compensation Programs.

3.1. Entitlement to Benefits and Compensation.  Except as
otherwise provided in this Agreement,  Kinder shall be
entitled to receive benefits earned by and payable to him
under all employee benefit plans and compensation plans and
programs in which he participated or was covered by during
his employment with Company, according to the terms and
provisions thereof, and as provided for in the Employment
Agreement.  In furtherance thereof, the parties acknowledge
and agree:

     A.   Kinder shall receive annual payments of One
     Hundred Twenty One Thousand Two Hundred Forty Five
     Dollars ($121,245.00) each, on or before each March 1
     in the years 1997 through 2002.

     B.   Kinder shall receive not less than One Hundred
     Thousand Dollars ($100,000) as a result of the
     performance of the Performance Units granted to him
     under Company's Amended and Restated Performance Unit
     Plan, representing payment for 400,000 Performance
     Units granted to him on February 8, 1993 for the 1993 -
     1996 Performance Period, and as communicated in a grant
     notification letter dated February 10, 1993.

     C.   Kinder has waived and forfeited all  rights  to
     post  retirement  benefits  under  the  Enron Executive
     Supplemental Survivor Benefits Plan and all benefits
     under the Houston Natural Gas Corporation and
     Subsidiaries Executive  Post-Retirement  Salary
     Continuation  Agreement dated July 1, 1985.
       
     D.   Vesting of all outstanding options granted to
     Kinder under stock plans of Company shall cease as of
     the Termination Date.  Options which are vested and
     outstanding on the Termination Date shall be
     exerciseable as specified and provided for in the
     applicable grant agreements.  Company agrees that as of
     December 31, 1996, Company will cause to vest in Kinder
     at least 213,334 options granted to Kinder pursuant to
     Grant No. 005109, dated February 8, 1994.
     
     E.   The benefits payable under Company's Deferral
     Plans and the HNG Deferral Plan will be paid, when
     distributable to Kinder in accordance with the
     provisions of said plans, as if Kinder had retired from
     Company.
     
     F.   Kinder waives, and Company shall not be required
     to pay, any severance or severance benefits, in
     connection with the termination of his employment,
     whether from a Company sponsored severance plan or the
     general assets of Company.  The consideration provided
     for under this Agreement are in lieu of and take the
     place of any severance pay or severance benefit, which
     Kinder forfeits.
     
     G.   Except as provided in this Agreement, all
     compensation and benefits to Mr. Kinder terminate
     contemporaneously with his termination of employment as
     of the Termination Date.

4.   Ownership, Protection, Use and Marketing of
Intellectual Property:

4.1. Disclosure.  Kinder will promptly disclose to Company
all of the information or technology that Kinder heretofore
conceived, developed, reduced to practice, made, invented,
created, or acquired in connection with Kinder's employment
relationship with Company.  This includes information and
technology (including but not limited to, confidential
information and trade secrets), improvements (whether or not
patentable), inventions, designs, algorithms, formulas,
processes, compositions of matter, mask works, computer
programs, and all forms of expression of ideas and original
works of authorship that are the subject matter of
copyright.  This applies to all information or technology,
whether conceived, developed, reduced to practice, made,
invented, created, or acquired solely or jointly with
others, whether or not in the course and scope of Kinder's
employment services, whether or not in Company's offices or
at Kinder's home or elsewhere, and whether or not using
Company's facilities.

4.2. Assignment.  To the extent that the information or
technology, particularly the forms of expression of ideas
and original works of authorship constituting the subject
matter of copyright, were during Kinder's employment by
Company, conceived, developed, reduced to practice, made,
invented, created, or acquired as a result of Kinder being
commissioned or requested by Company to perform services for
Company, to the fullest extent allowed by law it is intended
that such information and technology shall be a 'work for
hire,' both under the United States Copyright Act or
otherwise.  To the extent the information or technology is
not a work for hire, Kinder hereby irrevocably assigns to
Company all worldwide right, title and interest in and to
the information and technology, including all intellectual
property rights in or pertaining to such and technology.
This assignment of intellectual property rights in or
pertaining to the information and technology includes, but
is not limited to (a) the right to maintain all such
information and technology in confidence (including the
right of first publication as specified in more detail
below), (b) the right to determine whether, when and under
what circumstances to file applications for Unites States
and foreign patents, (c) all rights of copy right, and (d)
all 'moral rights.'  The term 'moral rights' means (i) the
exclusive right of attribution (e.g., authorship,
inventorship, etc.) of the information and technology, (ii)
the right to object to or prevent the modification of the
information or technology, (iii) the right to withdraw from
circulation or control the publication or distribution of
the information or technology, and/or (iv) any similar right
existing under the judicial or statutory law in any country
in the world, or under any treaty, regardless of whether or
not such right is denominated or generally referred to as a
'moral right.'  Kinder waives any such moral rights with
respect to the information and technology; provided,
however, Kinder retains a non-exclusive right to attribution
(e.g., authorship, inventorship, etc.) of the information
and technology.

4.3. Company Confidential Information.  Kinder's employment
relationship with Company creates a relationship of
confidence and trust with respect to any information of a
confidential or secret nature that is or has been conceived,
developed, reduced to practice, made, invented, created, or
acquired during Kinder's employment relationship with
Company and is owned or possessed by Company or is or has
been learned by Kinder from Company or its subsidiaries,
affiliates or licensees and their suppliers and customers
(all of which is referred to herein as the 'Company
Confidential Information').  The term Company Confidential
Information includes not only technical information but also
marketing plans, product plans, business strategies,
financial information, personnel information, and customer
lists.  At all times both during the employment relationship
with Company and thereafter, Kinder shall keep and hold such
Company Confidential Information in strict confidence and
trust, and will not use or disclose any of such Company
Confidential Information without the prior written consent
of Company, except as otherwise allowed by this Agreement.

4.4. Cooperation.  Kinder will assist Company, and its
subsidiaries, affiliates or licensees, in every proper way
to obtain, maintain and enforce for Company and its
subsidiaries, affiliates or licensees, as the case may be,
all patents, copyrights, information mask work rights,
confidentiality and trade secret rights, and other legal
protections for the information and technology in the United
States and all foreign countries.  Kinder and Company will
execute such documents as Company may reasonable request for
use in obtaining, maintaining and enforcing such patents,
copyrights, mask work rights, confidentiality and trade
secret rights, and other legal protections for the
information and technology, provided that Company shall
compensate Kinder after the term of this Agreement for time
or expense actually spent by Kinder at Company's request on
such assistance.  Kinder appoints the Secretary of Company
as attorney-in-fact to execute documents on behalf of Kinder
for this purpose.

5.   Parties Shall Refrain From Publishing Statements:

5.1. Kinder Shall Refrain From Publishing Statements.
Kinder shall refrain from publishing any oral or written
statements about Company, any of its 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 Company or any of its 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 Company or any of its subsidiaries or affiliates, or any
of such entities' officers, employees, agents, or
representatives; or that give rise to unreasonable publicity
about the private lives of Company or any of its
subsidiaries or affiliates, or any of such entities'
officers, employees, agents, or representatives; or that
place Company or any of its subsidiaries or affiliates, or
any of such entities' officers, employees, agents, or
representatives in a false light before the public; or that
constitute a misappropriation of the name or likeness of
Company or any of its subsidiaries or affiliates, or any of
such entities' officers, employees, agents, or
representatives.  A violation or threatened violation of
this prohibition may be enjoined by the courts.  The rights
afforded the Company and its subsidiaries or affiliates, or
any of such entities' officers, employees, agents, or
representatives under this provision are in addition to any
and all rights and remedies otherwise afforded by law.

5.2. Company Shall Refrain from Publishing Statements.
Company shall refrain from publishing any oral or written
statements about Kinder that are slanderous, libelous, or
defamatory; or that disclose private or confidential
information about Kinder; or that constitute an intrusion
into the seclusion or private life of Kinder; or that give
rise to unreasonable publicity about the private life of
Kinder; or that place Kinder in a false light before the
public; or that constitute a misappropriation of Kinder's
name.  A violation or threatened violation of this
prohibition may be enjoined by the courts.  The rights
afforded Kinder under this provision are in addition to any
and all rights and remedies otherwise afforded by law.

6.  Competition.

6.1  Non Inducement.  After the Termination Date, Kinder
shall not be subject to any restriction or limitation on his
ability to engage in any business, whether on his own behalf
or on the behalf of another, provided, however, for a period
of two years following the Termination Date, Kinder shall
not, directly or indirectly, on his own behalf or on the
behalf of another, induce any employee of Company or any
Affiliate to terminate his or her employment with Company or
such Affiliate.  Provided, however, this shall not prohibit
the hiring of any such employee if Company terminates such
employee or such employee terminates employment with Company
without such inducement by Kinder.

6.2. Provisions Survive.  It is understood that the
termination of Kinder's employment with Company and the
Employment Agreement shall not relieve Kinder of any
continuing obligations imposed upon Kinder hereunder,
including, but not limited to, the obligations specified in
this Article 6 and Articles 4 and 5 above.

7.    Miscellaneous:

7.1. Governing Law.  The laws of the State of Texas will
govern the interpretation, validity and effect of this
Agreement without regard to the place of execution or place
of performance thereof.

7.2. Amendment to Employment Agreement.  This Agreement is
an amendment to the Employment Agreement.  This Agreement
may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer or
representative of Company, or by any written document unless
it is signed by an officer of Company.

7.3. Notices.  For purposes of this Agreement, notices and
all other communications shall be in writing and shall have
been duly given when personally delivered or when mailed by
United States certified or registered mail, addressed as
follows:

     If to Company:

          Enron Corp.
          1400 Smith Street, Suite 5029
          Houston, Texas  77002
          Attention: Corporate Secretary

     If to Kinder:

          Richard D. Kinder
          101 Westcott Apt. 1801
          Houston, Texas

or to any other address which either party may furnish to
the other in writing, except that notices of changes of
address shall be effective only upon receipt.

7.4. No Waiver.  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.

7.5. Remedy for Breach of Contract.  The parties agree that
in the event there is any breach or asserted breach of the
terms, covenants or conditions of this Agreement, the remedy
of the parties hereto shall be in both law and in equity,
including but not limited to, injunctive relief for the
enforcement of or relief from any provisions of this
Agreement.

7.6. Severability.  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 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 or circumstances other
than those to which they have been held invalid or
unenforceable, shall remain in full force and effect.  It is
further the desire and intent of the parties that in the
event of any breach of any portion of this Agreement, the
remainder of this Agreement shall remain in effect as
written and enforceable to the fullest extent permitted by
law.

7.7. Withholding of Taxes.  Company may withhold from any
benefits payable under this Agreement all federal, state,
city or other taxes as may be required pursuant to any law
or governmental regulation or ruling.

7.8. Headings.  The paragraph headings have been inserted
for purposes of convenience and shall not be used for
interpretive purposes.


     IN WITNESS WHEREOF, the parties have executed this
Agreement in duplicate originals effective as of the
Effective Date stated above.


ENRON CORP.


By:  KENNETH L. LAY
Title:  Chairman & CEO



RICHARD D. KINDER


RICHARD D. KINDER