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Employment Agreement - Enron Corp. and Jeffrey K. Skilling


     This Agreement, made and entered into on this ____ day
of __________, 19__, and made effective as of October 13,
1997, by and between Enron Corp., (Employer') and Jeffrey K.
Skilling ('Employee'), is an amendment to that certain
Employment Agreement between the parties entered into and
made effective on January 1, 1996 (the 'Employment

     WHEREAS, the parties desire to amend the Employment
Agreement as provided herein;

     NOW, THEREFORE, for and in consideration of the
covenants contained  herein, and for other good and valuable
considerations, the parties agree as follows:

     1.  Article 1:  Employment and Duties: Section 1.1
shall be deleted in its entirety and the following inserted
in its place:

          '1.1 The term of employment under this Agreement
shall be for six years, from January 1, 1996 to December 31,
2001 (the 'Term').  Employer agrees to employ Employee, and
Employee agrees to be employed by Employer, beginning as of
January 1, 1996, and continuing through December 31, 2001,
subject to the terms and conditions of this Agreement.

     2.  Section 2.3 (a), (b), and ( c ) shall be deleted
and the following inserted in its place:

          '(a) Employee hereby waives his right to receive a
          Phantom Equity Grant equal to 5% of the value of
          the retail aspects of Employer's business.
          (b)  Employee shall receive an option to purchase
          972,090 shares of Enron Corp Common Stock.  The
          grant shall be effective upon October 13, 1997
          with standard vesting of 20% immediately upon
          grant and 20% on each anniversary date of the

          (c   Employee shall receive a grant of 263,158
          shares of Enron Corp Restricted Stock.  The grant
          shall be effective upon October 13, 1997 and
          shall vest 33-1/3% on each of the first three
          grant date anniversaries, October 13, 1998,
          October 13, 1999, and October 13, 2000.
          (d)  Employer shall loan to Employee the sum of 4
          Million Dollars ($4,000,000.00) which shall accrue
          interest at the October 1997 mid-term Applicable
          Federal Rate (AFR) of 6.24%, compounded semi-
          annually until maturity date of December 31, 2001.
          If Employee fully performs all duties and
          responsibilities expected of him in his position
          and under this Agreement through December 31,
          2001, 50% of the loan shall be forgiven by
          Employer and the remaining 50% shall be repaid to
          Employer by Employee.  Employee shall be
          responsible for 100% of the loan interest.  In the
          event Employee voluntarily terminates his
          employment or is terminated for cause prior to
          December 31, 2001, the entire loan and interest
          shall be due and payable.'
     This Agreement is the Second 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

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.


Date:                         Name:  Peggy B. Menchaca
                              Title: Vice President & Secretary

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