FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Agreement, entered into and made effective as of May 2, 1994, by and between Enron Corp. ('Company'), a Delaware corporation having its headquarters at 1400 Smith Street, Houston, Texas 77002, and James V. Derrick, Jr. ('Employee'), an individual residing in Houston, Texas, is an amendment to that certain Employment Agreement between the parties entered into the 17th day of June, 1991, and made effective as of June 16, 1991 (the 'Employment Agreement'). WHEREAS, the parties desire to amend the Employment Agreement as provided herein; NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. The Term of Employment as provided for in Article 2 is amended to provide that the Initial Term shall extend to and terminate on the last day of the month of August, 1997 or on any subsequent date as may be agreed upon in writing by Employee and Company. 2. In consideration hereof, Company hereby awards to Employee a grant of One Hundred Thousand (100,000) stock options from the Enron Corp. 1991 Stock Plan effective May 2, 1994, which is attached hereto as Exhibit 'A'. This Agreement is the first amendment to the Employment Agreement, and the parties agree that all other terms, conditions and stipulations contained in the Employment Agreement shall remain in full force and effect and without any change or modification, except as provided herein. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ENRON CORP. By: RICHARD D. KINDER Name: Richard D. Kinder Title: President and Chief Operating Officer JAMES V. DERRICK, JR. James V. Derrick, Jr.