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Employment Agreement - Enron Corp., Enron Capital Trade & Resources Corp. and Jeffrey K. Skilling


     This Agreement, made and entered into on this 31st
day of December, 1996, and made effective as of January
1, 1997 (the 'Effective Date'), by and among Enron Corp.
('Enron'), Enron Capital Trade & Resources Corp. ('ECT'),
and Jeffrey K Skilling ('Employee'), is an amendment to
that certain Employment Agreement between ECT and
Employee, effective January 1, 1996 (the 'Employment

     WHEREAS, the parties desire to amend the Employment
Agreement, and provide for assignment of the Employment
Agreement to Enron;

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

1.   Assignment.  The parties agree that the Employment
Agreement is assigned to Enron as of the Effective Date,
whereupon Employee shall become an employee of Enron.

2.   Duties.  Section 1.2 of the Employment Agreement is
amended to reflect that as an employee of Enron, Employee
shall serve in the position of Chairman and Chief
Executive Officer of ECT.  In addition to the duties
provided for in Section 1.2 of the Employment Agreement,
Employee shall be employed by Enron in the position of
President and Chief Operating Officer.

3.   Base Salary.  Section 2.1 is amended to provide
that as of the Effective Date, Employee's monthly base
salary during the Term shall be Sixty Two Thousand Five
Hundred Dollars ($62,500.00).

4.   Incentive Compensation.  Employee shall participate
in Enron's Long Term Incentive Plan.  For calendar year
1997, Employee shall be granted an award of Nine Hundred
Sixty Thousand (960,000) Performance Units under the
Enron Corp. Performance Unit Plan.  Effective December
31, 1996, Employee shall be granted an award of Options
to purchase one hundred eleven thousand six hundred
thirty (111,630) shares of Enron Corp. common stock under
the Enron Corp. 1991 Stock Plan (As Amended and Restated
Effective May, 1994)(the 'Enron Stock Plan').

5.   Amendment of Grant Agreement.  On August 29, 1994,
Enron and Employee entered into an agreement, which was
subsequently amended to change the vesting provisions by
the First Amendment thereto, pursuant to which (the
'Grant Agreement') Employee was granted the option to
acquire 500,000 shares of Enron common stock subject to
terms and Provisions of the Enron Stock Plan.  The Grant
Agreement is amended to provide that under Paragraph A
thereof, all provisions pertaining to vesting of the
Grant are deleted in their entirety and replaced with the

     'Assuming your continuous employment with Enron or
     an Affiliate, this Grant will become vested and will
     be exercisable after vesting until canceled
     according to the provisions of this Grant Agreement
     as follows:

     May 1, 1997             166,666 Options
     May 1, 1998             An Additional 166,667 Options
     May 1, 1999             An Additional 166,667 Options'

6.   Acceptance of New Position and Title.  Employee
agrees that his enhanced position and job title resulting
from this Agreement are satisfactory to Employee as
referenced in Section 2.5 of the Employment Agreement.

7.   This Agreement is an 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.

                                   ENRON CAPITAL TRADE AND
ENRON CORP.                             RESOURCES CORP.

By:  KENNETH L. LAY                By:  PEGGY B. MENCHACA
Title:                             Title:  Vice President
                                           & Secretary



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