{"id":39827,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-enron-corp-and-joseph-w-sutton.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-enron-corp-and-joseph-w-sutton","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-enron-corp-and-joseph-w-sutton.html","title":{"rendered":"Executive Employment Agreement &#8211; Enron Corp. and Joseph W. Sutton"},"content":{"rendered":"<pre>                                                            \n         AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT\n          BETWEEN ENRON CORP. AND JOSEPH W. SUTTON\n\n     This Agreement, made, entered into and effective as of\nthe 5th day of May, 1999 (the 'Effective Date'), by and\nbetween Enron Corp., an Oregon corporation, having offices\nat 1400 Smith Street, Houston, Texas 77002 ('Employer'), and\nJoseph W. Sutton, an individual currently residing at  31\nHalf Moon Court, The Woodlands, Texas 77380 ('Employee'), is\nan amendment to that certain Executive Employment Agreement\nbetween Enron Corp. and Employee, effective the 23rd day of\nJune, 1998 (the 'Executive Employment Agreement').\n\n     WHEREAS, the parties desire to amend the Executive\nEmployment Agreement to change the provisions for Long Term\nIncentive Compensation in Exhibit A thereto;\n\n     NOW, THEREFORE, in consideration of the covenants\ncontained herein, and for other good and valuable\nconsideration, the parties agree as follows:\n\n     1.   The provision for Long Term Incentive Compensation in\nExhibit A to the Executive Employment Agreement is deleted\nand the following is inserted in its place:\n\n     'Long Term Incentive Compensation:\n     \n     Employee shall receive the following long term\n     incentive compensation.\n     \n     For 1998: (1) a grant pursuant to the Enron Corp. 1991\n     Stock Plan ('91 Stock Plan') of Restricted Stock in\n     January, 1999, or in January of a subsequent year if\n     the following cumulative provisions apply, having a\n     grant value of $1,060,000 and conditioned on Enron\n     International meeting at least 80% of its 1998 after\n     tax net income target ('80% Target'); such 80% Target\n     shall be a cumulative percentage over a five year\n     period beginning with 1998 so that if the employee\n     misses a target in any single year, the employee shall\n     have the ability to receive such a grant in a future\n     year based on a cumulative year average of 80% or\n     greater; such a grant of Restricted Stock shall vest\n     25% on the date of grant and thereafter, conditioned on\n     Employee's continued employment with Employer, in\n     annual 25% increments on the anniversary dates of said\n     grant, and (2) a grant pursuant to the '91 Stock Plan\n     of 100,000 Stock Options made at the time of entering\n     into this Agreement, to vest, conditioned on Employee's\n     continued employment with Employer, in increments of\n     25% on December 31 on each of the next four years.\n     \n     For years 1999 through 2002, Employee shall be granted\n     Stock Options pursuant to the '91 Stock Plan having a\n     value based on Black Scholes (as determined annually by\n     the Compensation Committee of the Enron Corp. Board of\n     Directors similar to other Enron Corp. executives) of\n     $1,060,000 for each year.  For example if the Black\n     Scholes value of an Enron Corp. Stock Option was\n     $10.60, Employee would receive 100,000 Stock Options\n     ($1,060,000\/$10.60)  These Stock Options will be\n     granted on 12\/31\/98, 12\/31\/99, 12\/31\/00, and 12\/31\/01\n     and shall vest, conditioned on Employee's continued\n     employment with Employer, in 25% increments on December\n     31 of each of the four years following the date of\n     grant.\n     \n     Employee shall also receive grants pursuant to the '91\n     Stock Plan of Restricted Stock in January 2000, 2001,\n     2002 and 2003, or in January of a subsequent year (but\n     no subsequent year later than January 2003) if the\n     following cumulative provision apply, each having a\n     grant value of $1,060,000, conditioned on Enron\n     International meeting at least 80% of its after tax net\n     income target ('80% Target') for calendar years 1999,\n     2000, 2001 and 2002, respectively.  Such 80% Target\n     shall be a cumulative percentage over the five year\n     period (1998 - 2002) so that if an 80% Target is not\n     met for any single year, during the 1998 - 2002 period,\n     Employee may become eligible to receive such grant for\n     such a missed year if the cumulative average of such\n     80% Targets for such missed year and prior or\n     subsequent year(s) during this 1998 - 2002 period meets\n     or exceeds the cumulative 80% Targets.  Such grants of\n     Restricted Stock will vest 25% on the date of grant and\n     thereafter, conditioned on Employee's continued\n     employment with Employer, in annual 25% increments on\n     the anniversary dates of such grants.\n     \n     Each grant of long term incentive compensation pursuant\n     to the '91 Stock Plan shall have standard termination\n     provisions and be evidenced by a written award\n     agreement.'\n     \n     2.  This Agreement is an amendment to the Executive\nEmployment Agreement, and the parties agree that all other\nterms, conditions and stipulations contained in the\nExecutive Employment Agreement shall remain in full force\nand effect and without any change or modification, except as\nprovided herein.\n\n     IN WITNESS WHEREOF, the parties have duly executed this\nAgreement as of the Effective Date.\n\n                              ENRON CORP.\n\n\n                              By: \/s\/ MARY K. JOYCE\n                              Name:   Mary K. Joyce\n                              Title:  Vice President\n                              This ____ day of ______, 1999\n\n\n                              JOSEPH W. SUTTON\n                              \n                              \n                              \/s\/ JOSEPH W. SUTTON\n                              This____ day of ______, 1999\n\n\n\n\n\n\n\n\n\n TYPE:  EX-10.54\n SEQUENCE:  12\n DESCRIPTION:  MATERIAL CONTRACTS\n\n\n\n                                               Exhibit 10.54\n\n     SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT\n\n     This Agreement, entered into on this11th day of\nOctober, 1999, and made effective as of July 1, 1999, by and\nbetween Enron Corp., an Oregon corporation ('Company')\nhaving its headquarters at 1400 Smith Street, Houston, Texas\n77002, and Joseph W. Sutton ('Employee'), an individual\nresiding at 31 Half Moon Court, The Woodlands, Texas 77380,\nis an amendment to that certain Executive Employment\nAgreement between the Company and Employee entered into the\n23rd day of June, 1998, and made effective as of June 23,\n1998 (the 'Employment Agreement').\n\n     WHEREAS, the parties desire to amend the Employment\nAgreement to provide compensation and to make other\namendments to the Employment Agreement as provided herein;\n\n     NOW, THEREFORE, in consideration thereof and of the\nmutual covenants contained herein, the parties agree as\nfollows:\n\n     1. Exhibit 'A' to the Employment Agreement is hereby\n       deleted in its entirety and the attached Exhibit 'A' is\n       inserted in its entirety.\n\n     2. Article 3, Section 3.5 of the Employment Agreement is\n       hereby deleted in its entirety and the following is inserted\n       in its place:\n\n     '3.5  Upon an Involuntary Termination of the employment\n     relationship by either Employer or Employee prior to\n     the expiration of the Term, Employee shall be entitled,\n     in consideration of Employee's continuing obligations\n     hereunder after such termination (including, without\n     limitation, Employee's non-competition obligations), to\n     receive one hundred percent (100%) of the then current\n     Monthly Base Salary and Bonus as described on Exhibit\n     'A' as if Employee's employment (which shall cease on\n     the date of such Involuntary Termination) had continued\n     for the full Term of this Agreement.  Further, upon an\n     Involuntary Termination after the Term expires,\n     Employee shall be entitled to receive Employee's\n     Monthly Base Salary for three (3) months after the date\n     of termination of the employment relationship;\n     provided, Employee has met the non-competition\n     obligations of this Agreement.  The payment shall be\n     calculated based upon Employee's Monthly Base Salary\n     immediately preceding termination of the employment\n     relationship.  Employee shall not be under any duty or\n     obligation to seek or accept other employment following\n     Involuntary Termination and the amounts due Employee\n     hereunder shall not be reduced or suspended if Employee\n     accepts subsequent employment.  Employee's rights under\n     this Section 3.5 are Employee's sole and exclusive\n     rights against Employer, Enron, or their affiliates,\n     and Employer's sole and exclusive liability to Employee\n     under this Agreement, in contract, tort, or otherwise,\n     for any Involuntary Termination of the employment\n     relationship.  Employee covenants not to sue or lodge\n     any claim, demand or cause of action against Employer\n     for any sums for Involuntary Termination other than\n     those sums specified in this Section 3.5.  If Employee\n     breaches this covenant, Employer shall be entitled to\n     recover from Employee all sums expended by Employer\n     (including costs and attorneys fees) in connection with\n     such suit, claim, demand or cause of action.  All\n     outstanding grants of stock options (excluding AESOP)\n     and restricted stock, which are unvested, shall become\n     fully vested upon Involuntary Termination.'\n     \n     3. Article 7, Section 7.1 of the Employment\n     Agreement is hereby deleted in its entirety and\n     the following is inserted in its entirety:\n     \n     '6.1 As part of the consideration for the\n     compensation and benefits to be paid to Employee\n     hereunder, in keeping with Employee's duties as a\n     fiduciary and in order to protect Employer's\n     interest in the confidential information of\n     Employer and the business relationships developed\n     by Employee with the clients and potential clients\n     of Employer, and as an additional incentive for\n     Employer to enter into this Agreement, Employer\n     and Employee agree to the non-competition\n     provisions of this Article 7.  Employee agrees\n     that during the period of Employee's non-\n     competition obligations hereunder, Employee will\n     not, directly or indirectly for Employee or for\n     others, in any geographic area or market where\n     Employer or any of its affiliated companies are\n     conducting any business as of the date of\n     termination of the employment relationship or\n     during the previous twelve months conducted any\n     business:\n     \n          (i)  engage in any business competitive with\n     the business conducted by Employer;\n     \n          (ii) render advice or services to, or\n     otherwise assist, any other person, association,\n     or entity who is engaged, directly or indirectly,\n     in any business competitive with the business\n     conducted by Employer; or\n     \n          (iii) induce any employee of Employer or\n     any of its affiliates to terminate his or her\n     employment with Employer or its affiliates, or\n     hire or assist in the hiring of any such employee\n     by person, association, or entity not affiliated\n     with Enron.\n     \n     These non-competition obligations shall extend\n     until (a) one year after termination of the\n     employment relationship upon a Voluntary\n     Termination during the Term of this Agreement; (b)\n     six (6) months after the date of termination of\n     the employment relationship upon an Involuntary\n     Termination; or (c) in the event the Term of the\n     Agreement has expired, three (3) months after the\n     date of termination of the employment\n     relationship, whichever event is applicable.\n\n     This Amendment is a Second Amendment to the Employment\nAgreement, and the parties agree that all other terms,\nconditions and stipulations contained in the Employment\nAgreement, and any amendments thereto, shall remain in full\nforce and effect and without any change or modification,\nexcept as provided herein.\n\n     IN WITNESS WHEREOF, the parties have duly executed this\nAgreement as of the date first above written.\n\n\n\n                              ENRON CORP.\n                              \n                              \n                              By: \/s\/ KENNETH L. LAY\n                              Name:   Kenneth L. Lay\n                              Title:  Chairman &amp; CEO\n                              This 19th day of November, 1999\n                              \n                              \n                              \n                              JOSEPH W. SUTTON\n                              \n                              \n                              \/s\/ JOSEPH W. SUTTON\n                              This 19th day of November, 1999\n                              \n\n\n\n\n\n\n\n\n TYPE:  EX-10.56\n SEQUENCE:  13\n DESCRIPTION:  MATERIAL CONTRACTS\n\n\n\n                                               Exhibit 10.56\n\n      FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT\n\n     This Agreement, entered into on this 27th day of\nDecember, 1999, and made effective as of December 27, 1999,\nby and between Enron Operations Corp., a Delaware\ncorporation ('Employer') having its headquarters at 1400\nSmith Street, Houston, Texas 77002 and Enron Corp., an\nOregon corporation having its headquarters at 1400 Smith\nStreet, Houston, Texas 77002, and Stanley C. Horton\n('Employee'), an individual residing at 70 Champions Bend\nCircle, Houston, Texas 77069, is an amendment to that\ncertain Executive Employment Agreement between the Company\nand Employee entered into the 15th day of October, 1996, and\nmade effective as of October 1, 1996 (the 'Employment\nAgreement').\n\n     WHEREAS, the parties desire to amend the Employment\nAgreement to provide compensation and to make other\namendments to the Employment Agreement as provided herein;\n\n     NOW, THEREFORE, in consideration thereof and of the\nmutual covenants contained herein, the parties agree as\nfollows:\n\n     3.   Effective December 1, 1999, the Employment Agreement is\n       assigned by Enron Operations Corp. to, and assumed by Enron\n       Corp.  Any reference to Employer in the Employment Agreement\n       shall mean Enron Corp.  Employee consents to such assignment\n       and assumption, and releases Enron Operations Corp. from\n       every obligation under the Employment Agreement.  Enron\n       Corp. assumes every obligation of Enron Operations Corp.\n       under the Employment Agreement.\n\n     4.   Exhibit 'A' to the Employment Agreement is hereby\n       deleted in its entirety and the attached Exhibit 'A' is\n       inserted in its entirety.\n\n     5.   Article 3, Section 3.5 of the Employment Agreement is\n       hereby deleted in its entirety and the following is inserted\n       in its place:\n\n          '3.5  Upon an Involuntary Termination of the\n          employment relationship by either Employer or\n          Employee prior to the expiration of the Term,\n          Employee shall be entitled, in consideration of\n          Employee's continuing obligations hereunder after\n          such termination (including, without limitation,\n          Employee's non-competition obligations), to\n          receive a payment of one (1) year's pay as\n          described herein.  The payment shall be calculated\n          by taking the average of Employee's annual base\n          salary and performance bonus for the last two (2)\n          years of Employee's employment for a payment\n          equivalent to one (1) year's base and bonus.  The\n          first fifty-percent (50%) of the payment shall be\n          paid equally on a monthly basis for the first six\n          (6) months following termination of the employment\n          relationship.  The remaining fifty-percent (50%)\n          shall be paid at the end of the six (6) month\n          period provided Employee has met the non-\n          competition obligations of this Agreement.  Upon\n          an Involuntary Termination after the Term expires,\n          Employee shall be entitled to receive Employee's\n          Monthly Base Salary for three (3) months after the\n          date of termination of the employment\n          relationship; provided, Employee has met the non-\n          competition obligations of this Agreement.  The\n          payment shall be calculated based upon Employee's\n          Monthly Base Salary immediately preceding\n          termination of the employment relationship.\n          Employee shall not be under any duty or obligation\n          to seek or accept other employment following\n          Involuntary Termination and the amounts due\n          Employee hereunder shall not be reduced or\n          suspended if Employee accepts subsequent\n          employment.  Employee's rights under this Section\n          3.5 are Employee's sole and exclusive rights\n          against Employer, Enron, or their affiliates, and\n          Employer's sole and exclusive liability to\n          Employee under this Agreement, in contract, tort,\n          or otherwise, for any Involuntary Termination of\n          the employment relationship.  Employee covenants\n          not to sue or lodge any claim, demand or cause of\n          action against Employer for any sums for Involun\n          tary Termination other than those sums specified\n          in this Section 3.5.  If Employee breaches this\n          covenant, Employer shall be entitled to recover\n          from Employee all sums expended by Employer\n          (including costs and attorneys fees) in connection\n          with such suit, claim, demand or cause of action.'\n     \n          3.   Article 6, Section 6.1 of the Employment\n          Agreement is hereby deleted in its entirety\n          and the following is inserted in its entirety:\n     \n          '6.1 As part of the consideration for the\n          compensation and benefits to be paid to\n          Employee hereunder, in keeping with\n          Employee's duties as a fiduciary and in order\n          to protect Employer's interest in the\n          confidential information of Employer and the\n          business relationships developed by Employee\n          with the clients and potential clients of\n          Employer, and as an additional incentive for\n          Employer to enter into this Agreement,\n          Employer and Employee agree to the non-\n          competition provisions of this Article 6.\n          Employee agrees that during the period of\n          Employee's non-competition obligations\n          hereunder, Employee will not, directly or\n          indirectly for Employee or for others, in any\n          geographic area or market where Employer or\n          any of its affiliated companies are\n          conducting any business as of the date of\n          termination of the employment relationship or\n          during the previous twelve months conducted\n          any business:\n          \n               (i)  engage in any business competitive\n          with the business conducted by Employer;\n          \n               (ii) render advice or services to, or\n          otherwise assist, any other person,\n          association, or entity who is engaged,\n          directly or indirectly, in any business\n          competitive with the business conducted by\n          Employer; or\n          \n               (iii) induce any employee of\n          Employer or any of its affiliates to\n          terminate his or her employment with Employer\n          or its affiliates, or hire or assist in the\n          hiring of any such employee by person,\n          association, or entity not affiliated with\n          Enron.\n          \n          These non-competition obligations shall\n          extend until (a) one year after termination\n          of the employment relationship upon a\n          Voluntary Termination during the Term of this\n          Agreement; (b) six (6) months after the date\n          of termination of the employment relationship\n          upon an Involuntary Termination; or (c) in\n          the event the Term of the Agreement has\n          expired, three (3) months after the date of\n          termination of the employment relationship,\n          whichever event is applicable.'\n\n     This Amendment is a First Amendment to the Employment\nAgreement, and the parties agree that all other terms,\nconditions and stipulations contained in the Employment\nAgreement, and any amendments thereto, shall remain in full \nforce and effect and without any change or modification, \nexcept as provided herein.\n\n     IN WITNESS WHEREOF, the parties have duly executed this\nAgreement as of the date first above written.\n\n\n                              ENRON OPERATIONS CORP.\n                              \n                              \n                              By: \/s\/ ELAINE V. OVERTURF\n                              Name:   Elaine V. Overturf\n                              Title:  Deputy Corporate\n                                      Secretary\n                              This 11th day of January, 2000\n                              \n                              \n                              ENRON CORP.\n                              \n                              \n                              By: \/s\/ JOSEPH W. SUTTON\n                              Name:   Joseph W. Sutton\n                              Title:  Vice Chairman\n                              This 27th day of December, 1999\n                              \n                              \n                              STANLEY C. HORTON\n                              \n                              \n                              \/s\/ STANLEY C. HORTON\n                              This 27th day of December, 1999\n                              \n\n\n\n\n\n\n\n TYPE:  EX-10.57\n SEQUENCE:  14\n DESCRIPTION:  MATERIAL CONTRACTS\n\n\n\n\n                                               Exhibit 10.57\n\n               EXECUTIVE EMPLOYMENT AGREEMENT\n\n   This Employment Agreement ('Agreement'), including the\nattached Exhibit 'A,' is entered into between Enron Corp.,\nan Oregon corporation  ('ENRON' and\/or 'Enron'), and\nMark A. Frevert, ('Employee'), to be effective as of June 1,\n1998 (the 'Effective Date').\n\n                         WITNESSETH:\n\n   WHEREAS, ENRON is desirous of employing Employee pursuant\nto the terms and conditions and for the consideration set\nforth in this Agreement, and Employee is desirous of\nentering the employ of ENRON pursuant to such terms and\nconditions and for such consideration.\n\n   NOW, THEREFORE, for and in consideration of the mutual\npromises, covenants, and obligations contained herein, ENRON\nand Employee agree as follows:\n\nARTICLE 1:  EMPLOYMENT AND DUTIES:\n\n   1.1  ENRON agrees to employ Employee, and Employee agrees\nto be employed by ENRON, beginning as of the Effective Date\nand continuing until the date set forth on Exhibit 'A' (the\n'Term'), subject to the terms and conditions of this\nAgreement.\n\n   1.2  Employee initially shall be employed in the position\nset forth on Exhibit 'A.'  ENRON may subsequently assign\nEmployee to a different position or modify Employee's duties\nand responsibilities; provided however, if ENRON assigns\nEmployee to a different position, the assignment shall not\nbe a material reduction, or if ENRON modifies Employee's\nduties and responsibilities, any such modification shall not\nmaterially reduce Employee's duties and responsibilities,\nneither of which event shall occur without Employee's prior\nconsent.  Moreover, ENRON may assign this Agreement and\nEmployee's employment to Enron or any affiliates of Enron.\nEmployee agrees to serve in the assigned position and to\nperform diligently and to the best of Employee's abilities\nthe duties and services appertaining to such position as\ndetermined by ENRON, as well as such additional or different\nduties and services appropriate to such position which\nEmployee from time to time may be reasonably directed to\nperform by ENRON.  Employee shall at all times comply with\nand be subject to such policies and procedures as ENRON may\nestablish from time to time.\n\n   1.3  Employee shall, during the period of Employee's\nemployment by ENRON, devote Employee's full business time,\nenergy, and best efforts to the business and affairs of\nENRON.  Employee may not engage, directly or indirectly, in\nany other business, investment, or activity that interferes\nwith Employee's performance of Employee's duties hereunder,\nis contrary to the interests of ENRON or Enron, or requires\nany significant portion of Employee's business time.\n\n   1.4  In connection with Employee's employment by ENRON,\nENRON shall provide Employee access to such confidential\ninformation pertaining to the business and services of ENRON\nas is appropriate for Employee's employment\nresponsibilities.  ENRON also shall provide to Employee the\nopportunity to develop business relationships with ENRON's\nclients and potential clients that are appropriate for\nEmployee's employment responsibilities.\n\n   1.5  Employee acknowledges and agrees that Employee owes\na fiduciary duty of loyalty, fidelity and allegiance to act\nat all times in the best interests of the ENRON and to\nengage in no act which would injure Employer's business, its\ninterests, or its reputation.  It is agreed that any direct\nor indirect interest in, connection with, or benefit from\nany outside activities, particularly commercial activities,\nwhich interest might in any way adversely affect ENRON, or\nany of its subsidiaries, or affiliates, involves a possible\nconflict of interest.  In keeping with Employee's fiduciary\nduties to ENRON, Employee agrees that Employee shall not\nknowingly become involved in a conflict of interest with\nENRON, its subsidiaries, divisions, or affiliates, or upon\ndiscovery thereof, allow such a conflict to continue.\nMoreover, Employee agrees that Employee shall disclose to\nENRON's General Counsel any facts which might involve such a\nconflict of interest that has not been approved by ENRON's\nBoard of Directors.\n\n   1.6  ENRON and Employee recognize that it is impossible\nto provide an exhaustive list of actions or interests which\nconstitute a 'conflict of interest.'  Moreover, ENRON and\nEmployee recognize there are many borderline situations.  In\nsome instances, full disclosure of facts by the Employee to\nENRON's General Counsel may be all that is necessary to\nenable ENRON, or their affiliates to protect their inter\nests.  In other instances, if no improper motivation appears\nto exist and the interests of ENRON, or their affiliates\nhave not suffered, prompt elimination of the outside\ninterest will suffice.  In still others, it may be necessary\nfor ENRON to terminate the employment relationship.  ENRON\nand Employee agree that Employer's determination as to\nwhether a conflict of interest exists shall be conclusive.\nENRON reserves the right to take such action as, in its\njudgment, will end the conflict.\n\nARTICLE 2:  COMPENSATION AND BENEFITS:\n\n   2.1  Employee's base salary during the Term shall be not\nless than the amount set forth under the heading 'Monthly\nBase Salary' on Exhibit 'A,' which shall be paid in\nsemimonthly installments in accordance with Employer's\nstandard payroll practice.\n\n   2.2  While employed by ENRON (both during the Term and\nthereafter), Employee shall be allowed to participate, on\nthe same basis generally as other employees of ENRON, in all\ngeneral employee benefit plans and programs, including\nimprovements or modifications of the same, which on the\nEffective Date or thereafter are made available by ENRON to\nall or substantially all of Employer's employees.  Such\nbenefits, plans, and programs may include, without\nlimitation, medical, health, and dental care, life\ninsurance, disability protection, and pension plans.\nNothing in this Agreement is to be construed or interpreted\nto provide greater rights, participation, coverage, or\nbenefits under such benefit plans or programs than provided\nto similarly situated employees pursuant to the terms and\nconditions of such benefit plans and programs.\n\n   2.3  ENRON shall not by reason of this Article 2 be\nobligated to institute, maintain, or refrain from changing,\namending, or discontinuing, any such incentive compensation\nor employee benefit program or plan, so long as such actions\nare similarly applicable to covered employees generally.\nMoreover, unless specifically provided for in a written plan\ndocument adopted by the Board of Directors of either ENRON\nor its subsidiaries, divisions, or affiliates, none of the\nbenefits or arrangements described in this Article 2 shall\nbe secured or funded in any way, and each shall instead\nconstitute an unfunded and unsecured promise to pay money in\nthe future exclusively from the general assets of ENRON.\n\n   2.4  ENRON may withhold from any compensation, benefits,\nor amounts payable under this Agreement all federal, state,\ncity, or other taxes as may be required pursuant to any law\nor governmental regulation or ruling.\n\nARTICLE 3:  TERMINATION BEFORE THE TERM EXPIRES AND EFFECTS\n            OF SUCH TERMINATION:\n\n     3.1. ENRON may terminate Employee's employment before\nthe Term expires for the following reasons:\n\n          a.   For 'cause' upon the determination by ENRON's\n     management committee (or, if there is no management\n     committee, the highest applicable level of management)\n     that 'cause' exists to terminate the Employee.  'Cause'\n     means (i) Employee's gross negligence, willful\n     misconduct, or neglect in the performance of the duties\n     and services as an ENRON employee; (ii) Employee's\n     final conviction of a felony; (iii) Employee's material\n     breach of any material provision of this Agreement\n     which remains uncorrected for 30 days following Enron's\n     written notice to Employee of such breach; (iv)\n     Employee's violation of any policy of ENRON; (v) if\n     Employee has willfully engaged in conduct that Employee\n     knows or should know is materially injurious to Enron,\n     or any of its respective subsidiaries, divisions, or\n     affiliates; or (vi) if Employee violates the Foreign\n     Corrupt Practices Act or other applicable United States\n     law as proscribed by Section 6.8.  If ENRON terminates\n     Employee's employment for Cause, Employee shall be\n     entitled only to pro rata salary through the date of\n     such termination, and all future compensation and\n     benefits, other than benefits to which Employee is\n     entitled under the terms of ENRON or Enron Capital &amp; Trade Resources Corp. compensation and\/or benefit\n     plans, shall cease.\n     \n          b.   Involuntary termination at ENRON's option for\n     any reason whatsoever, including termination without\n     cause, in the sole discretion of ENRON's management\n     committee (or, if there is no management committee, the\n     highest applicable level of management).  Upon an\n     Involuntary Termination before the Term expires,\n     Employee is entitled to receive the greater of (a) the\n     monthly salary on Exhibit 'A' as if Employee's\n     employment (which ends on the date of Involuntary\n     Termination) had continued for the full Term, or (b)\n     $750,000.00, payable in a lump sum payment.  If,\n     however, Employee accepts employment with a competitor\n     as described in Sections 5.2a., b., c., or d. of\n     Article 5, ENRON's obligations to pay Employee pursuant\n     to this section shall cease as of the first day of such\n     employment by Employee.  Employee will not accrue or\n     receive any vacation pay during the Term following\n     Involuntary Termination.\n     \n          c.   Upon Employee's (i) death, or (ii) becoming\n     incapacitated or disabled so as to entitle Employee to\n     benefits under Enron's long-term disability plan, or\n     (iii) becoming permanently and totally unable to\n     perform Employee's duties for ENRON as a result of any\n     physical or mental impairment supported by a written\n     opinion by a physician selected by ENRON.  Upon\n     termination of employment under this paragraph,\n     Employee or Employee's heirs shall be entitled only to\n     Employee's pro rata salary through the date of such\n     termination, and all future compensation and benefits,\n     other than benefits to which Employee is entitled under\n     the terms of ENRON or Enron Capital &amp; Trade Resources\n     Corp. compensation and\/or benefit plans, shall cease.\n\n     3.2  Employee may terminate the employment relationship\nbefore the Term expires for the following reasons:\n\n          a.   A material breach by ENRON of any material\n     provision of this Agreement which remains uncorrected\n     for 30 days following Employee's written notice to\n     ENRON of such breach.  Upon such a termination,\n     Employee shall be entitled to receive the monthly\n     salary on Exhibit 'A' as if Employee's employment had\n     continued for the full Term.\n\n          b.   Involuntary termination at Employee's option\n     if ENRON assigns Employee to a different position and\n     the assignment results in a material reduction, or\n     ENRON modifies Employee's duties or responsibilities\n     and said modification materially reduces Employee's\n     duties or responsibilities, and ENRON fails to secure\n     Employee's prior consent to either the assignment or\n     modification.  Upon such a termination, Employee shall\n     be entitled to receive the greater of (a) the monthly\n     salary on Exhibit 'A' as if Employee's employment had\n     continued for the full Term, or (b) $750,000.00,\n     payable in a lump sum payment.\n\n          c.   For any other reason whatsoever, in\n     Employee's sole discretion.  If Employee voluntarily\n     terminates his or her employment to accept a position\n     with ENRON, or one of its subsidiaries, divisions, or\n     affiliates, Employee will notify his or her Human\n     Resources Representative in writing within ten (10)\n     days of beginning such employment.  Upon a Voluntary\n     Termination before the Term expires, all of Employee's\n     future compensation and benefits, other than benefits\n     to which Employee is entitled under the terms of ENRON\n     or Enron Capital &amp; Trade Resources Corp. compensation\n     and\/or benefit plans, shall cease as of the date of\n     termination, and Employee shall be entitled only to pro\n     rata salary through the termination date.\n\n     3.3  In all cases, the compensation and benefits\npayable to Employee under this Agreement upon termination of\nemployment shall be offset by any amounts to which Employee\notherwise may be entitled under any benefit plans, severance\nplans, voluntary payments, and policies of  ENRON,  or its\nsubsidiaries, divisions, or affiliates, or amounts Employee\nowes to ENRON.\n\n     3.4  Neither termination of employment nor expiration\nof the Term terminates the continuing obligations of this\nAgreement, including obligations under Articles 4, 5 and\n6.1.\n\n     3.5  Should Employee remain employed by ENRON after the\nTerm expires, such employment shall convert to an employment-\nat-will relationship, terminable at any time by either ENRON\nor Employee for any reason whatsoever, with or without\ncause. Upon such termination of the employment relationship\nby either ENRON or Employee for any reason whatsoever, all\nfuture compensation to which Employee is entitled and all\nfuture benefits for which Employee is eligible shall cease\nand terminate.  Employee shall be entitled to pro rata\nsalary through the date of such termination, but Employee\nshall not be entitled to any individual bonuses or\nindividual incentive compensation not yet paid at the date\nof such termination.\n\nARTICLE 4:  OWNERSHIP AND PROTECTION OF INFORMATION;\nCOPYRIGHTS:\n\n   4.1  All information, ideas, concepts, improvements,\ndiscoveries, and inventions, whether patentable or not,\nwhich are conceived, made, developed or acquired by Employ\nee, individually or in conjunction with others, during\nEmployee's employment by ENRON (whether during business\nhours or otherwise and whether on Employer's premises or\notherwise) which relate to Employer's business, products or\nservices (including, without limitation, all such\ninformation relating to corporate opportunities, research,\nfinancial and sales data, pricing and trading terms, evalua\ntions, opinions, interpretations, acquisition prospects, the\nidentity of customers or their requirements, the identity of\nkey contacts within the customer's organizations or within\nthe organization of acquisition prospects, or marketing and\nmerchandising techniques, prospective names, and marks)\nshall be disclosed to ENRON and are and shall be the sole\nand exclusive property of ENRON.  Moreover, all drawings,\nmemoranda, notes, records, files, correspondence, manuals,\nmodels, specifications, computer programs, maps and all\nother writings or materials of any type embodying any of\nsuch information, ideas, concepts, improvements,\ndiscoveries, and inventions are and shall be the sole and\nexclusive property of ENRON.\n\n     4.2  Employee acknowledges that the business of ENRON,\nits subsidiaries, divisions, and  affiliates is highly\ncompetitive and that ENRON has provided and will provide\nEmployee with access to Confidential Information relating to\nthe business of ENRON, its subsidiaries, divisions, and\naffiliates.  'Confidential Information' means and includes\nENRON's confidential and\/or proprietary information and\/or\ntrade secrets that have been developed or used and\/or will\nbe developed and that cannot be obtained readily by third\nparties from outside sources.  Confidential Information\nincludes, by way of example and without limitation, the\nfollowing: information regarding customers, employees,\ncontractors, and the industry not generally known to the\npublic; strategies, methods, books, records, and documents;\ntechnical information concerning products, equipment,\nservices, and processes; procurement procedures and pricing\ntechniques; the names of and other information concerning\ncustomers, investors, and business affiliates (such as\ncontact name, service provided, pricing for that customer,\namount of services used, credit and financial data, and\/or\nother information relating to ENRON's relationship with that\ncustomer); pricing strategies and price curves; positions;\nplans and strategies for expansion or acquisitions; budgets;\ncustomer lists; research; weather data; financial and sales\ndata; trading methodologies and terms; evaluations,\nopinions, and interpretations of information and data;\nmarketing and merchandising techniques; prospective\ncustomers' names and marks; grids and maps; electronic\ndatabases; models; specifications; computer programs;\ninternal business records; contracts benefiting or\nobligating ENRON; bids or proposals submitted to any third\nparty; technologies and methods; training methods and\ntraining processes; organizational structure; salaries of\npersonnel; payment amounts or rates paid to consultants or\nother service providers; and other such confidential or\nproprietary information.  Employee acknowledges that this\nConfidential Information constitutes a valuable, special,\nand unique asset used by ENRON, its subsidiaries, divisions,\nor affiliates in their business to obtain a competitive\nadvantage over their competitors.  Employee further\nacknowledges that protection of such Confidential\nInformation against unauthorized disclosure and use is of\ncritical importance to ENRON, its subsidiaries, divisions,\nand affiliates in maintaining their competitive position.\nEmployee also will have access to, or knowledge of,\nConfidential Information of third parties, such as actual\nand potential customers, suppliers, partners, joint\nventurers, investors, financing sources and the like, of\nENRON, its subsidiaries, divisions, and affiliates.  ENRON\nalso shall provide Employee with Confidential Information\nand training regarding ENRON's methodologies and business\nstrategies.  Employee acknowledges that he has and will\nreceive training that enables him to perform his job at\nENRON.  Employee acknowledges that money damages would not\nbe sufficient remedy for any breach of this Article 4 by\nEmployee, and ENRON shall be entitled to enforce the\nprovisions of this Article 4 by terminating any payments\nthen owing to Employee under this Agreement and\/or to\nspecific performance and injunctive relief as remedies for\nsuch breach or any threatened breach.  Such remedies shall\nnot be deemed the exclusive remedies for a breach of this\nArticle 4, but shall be in addition to all remedies\navailable at law or in equity to ENRON, including the\nrecovery of damages from Employee and his agents involved in\nsuch breach.\n\n   4.3  All written materials, records, and other documents\nmade by, or coming into the possession of, Employee during\nthe period of Employee's employment by ENRON which contain\nor disclose confidential business information or trade\nsecrets of ENRON, its subsidiaries, divisions, or affiliates\nshall be and remain the property of ENRON, its subsidiaries,\ndivisions, or affiliates, as the case may be.  Upon\ntermination of Employee's employment by ENRON, for any\nreason, Employee promptly shall deliver the same, and all\ncopies thereof, to ENRON.\n\n   4.4  If, during Employee's employment by ENRON, Employee\ncreates any original work of authorship fixed in any\ntangible medium of expression which is the subject matter of\ncopyright (such as videotapes, written presentations on\nacquisitions, computer programs, drawings, maps,\narchitectural renditions, models, manuals, brochures, or the\nlike) relating to Employer's business, products, or\nservices, whether such work is created solely by Employee or\njointly with others (whether during business hours or\notherwise and whether on Employer's premises or otherwise),\nEmployee shall disclose such work to ENRON.  ENRON shall be\ndeemed the author of such work if the work is prepared by\nEmployee in the scope of his employment; or, if the work is\nnot prepared by Employee within the scope of his employment\nbut is specially ordered by ENRON as a contribution to a\ncollaborative work, as a part of a motion picture or other\naudiovisual work, as a translation, as a supplementary work,\nas a compilation, or as an instructional text, then the work\nshall be considered to be work made for hire and ENRON shall\nbe the author of the work.  If such work is neither prepared\nby the Employee within the scope of his employment nor a\nwork specially ordered and is deemed to be a work made for\nhire, then Employee hereby agrees to assign, and by these\npresents does assign, to ENRON all of Employee's worldwide\nright, title, and interest in and to such work and all\nrights of copyright therein.\n\n   4.5  Both during the period of Employee's employment by\nENRON and thereafter, Employee shall assist ENRON and its\nnominee, at any time, in the protection of Employer's\nworldwide right, title, and interest in and to information,\nideas, concepts, improvements, discoveries, and inventions,\nand its copyrighted works, including without limitation, the\nexecution of all formal assignment documents requested by\nENRON or its nominee and the execution of all lawful oaths\nand applications for applications for patents and regis\ntration of copyright in the United States and foreign\ncountries.\n\nARTICLE 5:  CONFIDENTIAL INFORMATION; POST-EMPLOYMENT\nOBLIGATIONS\n\n     5.1  The terms of this Agreement constitute\nconfidential information, which Employee shall not disclose\nto anyone other than Employee's spouse, attorneys, tax\nadvisors, or as required by law. Disclosure of these terms\nis a material breach of this Agreement and could subject\nEmployee to disciplinary action, including without\nlimitation, termination of employment for cause.\n\n     5.2  ENRON agrees to and shall provide Employee with\naccess to Confidential Information as described in Paragraph\n4.2.  Ancillary to the rights provided to Employee in\nSection 3.1, ENRON's provision of Confidential Information\nto Employee, and Employee's agreement not to disclose\nConfidential Information, and in order to protect the\nConfidential Information described  above, ENRON and\nEmployee agree to the following non-competition provisions.\nEmployee agrees that during the Period of Post-Employment\nNon-Competition Obligations defined in Exhibit 'A,' Employee\nwill not, directly or indirectly, for Employee or for\nothers, in the Geographic Region of Responsibility described\non Exhibit 'A,' or, if Employee's geographic region has\nchanged, in any and all geographic regions in which Employee\nhas worked during the 12-month period immediately preceding\nEmployee's termination of Employment:\n\n          a.   engage in the business of buying, selling,\n     trading, structuring, or executing transactions in\n     commodities, assets, or products in which ENRON is\n     doing business, has plans to engage in business, or has\n     engaged in business in the preceding 12-month period,\n     including, but not limited to, gas, electricity, coal,\n     chilled water, clean fuel, energy assets, paper, pulp,\n     packaging, metals, weather products, interest rates,\n     currencies, securities, or other commodities\n     (including, without limitation, other energy\n     commodities), or any futures, derivatives, or equities\n     related to any of the foregoing, whether at wholesale\n     or retail, or the development of systems, information\n     technology, accounting, or risk management with respect\n     to any of the foregoing;\n\n          b.   engage in other types of business performed\n     by ENRON, including the acquiring or disposing of\n     assets or equity investments or providing or raising\n     capital, through loans, equity, joint ventures,\n     partnerships, working interests, production payments,\n     or similar arrangements into products, commodities,\n     futures, derivatives, or other items in which ENRON\n     currently is engaging in business, has plans to engage\n     in business, or has engaged in business in the\n     preceding 12-month period;\n\n          c.   perform any job, task, function, skill, or\n     responsibility that Employee has provided for ENRON in\n     the preceding 12-month period; or\n\n          d.   render advice or services to, or otherwise\n     assist, any other person, association or entity in the\n     business of 'a,' 'b,' or 'c' above.\n          \nEmployee understands that the foregoing restrictions may\nlimit his or her ability to engage in certain businesses in\nthe geographic region and during the period provided for\nabove, but acknowledges that these restrictions are\nnecessary to protect the Confidential Information ENRON has\nprovided to Employee.\n\nEmployee further understands that if Employee accepts\nemployment with a competitor as described in Section 5.2.a.,\nb., c., or d. after the expiration of the Period of Post-\nEmployment Non-Competition Obligations defined in Exhibit A,\nthen any continuing obligations to pay Employee under\nSection 3.1.b. shall cease as of the first day of such\nemployment by Employee.\n\nEmployee agrees that this provision defining the scope of\nactivities constituting competition with ENRON is narrow and\nreasonable for the following reasons:  (i) Employee is free\nto seek employment with other companies providing services\nthat do not directly or indirectly compete with any business\nof ENRON; (ii) Employee is free to seek employment with\nother companies in the energy business that do not directly\nor indirectly compete with any business of ENRON, such as\noil field service companies, drilling contractors, and oil\nfield equipment manufacturers; and (iii) there are many\nother companies in the energy industry and in other\nindustries that do not directly or indirectly compete with\nany business of ENRON.  Thus, this restriction on Employee's\nability to compete does not prevent Employee from using and\noffering the skills that Employee possessed prior to\nreceiving Confidential Information, trade secrets,\nconfidential training, and knowledge from ENRON.\n\n     5.3  For a period of twelve (12) months following the\ntermination of employment for any reason, Employee will not\ncall on, service, or solicit competing business from\ncustomers of ENRON, its subsidiaries, divisions, or\naffiliates whom that Employee, within the previous twenty-\nfour (24) months, (i) had or made contact with, or (ii) had\naccess to information and files about.  These restrictions\nare limited by geography to the specific places, addresses,\nor locations where a customer is present and available for\nsoliciting or servicing.\n\n     5.4  During Employee's employment, and for a period of\ntwelve (12) months following the termination of employment\nfor any reason, Employee will not, either Directly or\nIndirectly, call on, solicit, or induce any other employee\nor officer of ENRON, its subsidiaries, divisions, or\naffiliates whom Employee had contact with, knowledge of, or\nassociation with in the course of employment with ENRON to\nterminate his or her employment, and will not assist any\nother person or entity in such a solicitation.\n\n     5.5  The parties are entering into this Agreement with\nthe express understanding that this Agreement is clear and\nfully enforceable as written.  If Employee ever decides\nlater to contend that any restriction on activities imposed\nby this Agreement no longer is enforceable as written or\ndoes not apply to an activity Employee intends to engage in\non behalf of a competing business, Employee first will\nnotify a member of ENRON's Board of Directors in writing and\nmeet with a company representative at least fourteen (14)\ndays before engaging in any activity that foreseeably could\nfall within the questioned restriction to discuss resolution\nof such claims (an 'Early Resolution Conference').  Should\nthe parties not be able to resolve disputes at the Early\nResolution Conference, the parties agree to use\nconfidential, binding arbitration to resolve the disputes.\nThe arbitration shall be conducted in accordance with the\nthen-current employment arbitration rules of the Judicial\nArbitration &amp; Mediation Services, Inc. (JAMS) before an\narbitrator licensed to practice law in Texas.  Either party\nmay seek a temporary restraining order, injunction, specific\nperformance, or other equitable relief regarding the\nprovisions of this Section if the other party fails to\ncomply with obligations stated herein.  The parties'\nagreement to arbitrate applies only to the matters subject\nto an Early Resolution Conference.\n\n     5.6  Employee warrants that Employee is not a party to\nany other restrictive agreement limiting Employee's\nactivities in his\/her employment by ENRON.  Employee further\nwarrants that at the time of the signing of this Agreement,\nEmployee knows of no written or oral contract or of any\nother impediment that would inhibit or prohibit employment\nwith ENRON, and that Employee will not knowingly use any\ntrade secret, confidential information, or other\nintellectual property right of any other party in the\nperformance of Employee's duties hereunder.  Employee shall\nhold ENRON harmless from any and all suits and claims\narising out of any breach of such restrictive agreement or\ncontracts.\n\nARTICLE 6:  MISCELLANEOUS:\n\n     6.1  Employee shall refrain, both during and after his\nor her employment, from publishing any oral or written\nstatements about ENRON, its respective subsidiaries or\naffiliates, or any of such entities' officers, employees,\nagents, or representatives that are slanderous, libelous, or\ndefamatory; or that disclose private or confidential\ninformation about their business affairs; or that constitute\nan intrusion into their seclusion or private lives; or that\ngive rise to unreasonable publicity about their private\nlives; or that place them in a false light before the\npublic; or that constitute a misappropriation of their name\nor likeness.\n\n     6.2  Notices and all other communications shall be in\nwriting and shall be deemed to have been duly given when\npersonally delivered or when mailed by United States\nregistered or certified mail.  Notices to ENRON shall be\nsent to Enron Corp., 1400 Smith Street, Houston, Texas\n77002,  Attention:  Corporate Secretary.  Notices and\ncommunications to Employee shall be sent to the address\nEmployee most recently provided to ENRON.\n     \n     6.3  ENRON is an Oregon citizen.  ENRON's principal\nplace of business is in Houston, Texas.  Employee resides in\nLondon, England.  This Agreement was negotiated and signed\nin Houston, Texas, and shall be performed in London,\nEngland.  Any litigation that may be brought by either party\ninvolving the enforcement of this Agreement or the rights,\nduties, or obligations of this Agreement, shall be brought\nby either party involving the enforcement of this Agreement\nor the rights, duties, or obligations of this Agreement,\nshall be brought exclusively in the state or federal courts\nsitting in Houston, Harris County, Texas.  This Agreement\nshall be governed in all respects by the laws of the state\nof Texas, excluding any conflict-of-law rule or principle\nthat might refer the construction of the Agreement to the\nlaws of another state or country.\n\n     6.4  Other than as described in section 3.2 a, no\nfailure by either party at any time to give notice of any\nbreach by the other party of, or to require compliance with,\nany condition or provision of this Agreement shall be deemed\na waiver of any provisions or conditions of this Agreement.\n\n     6.5  If a dispute arises out of or related to this\nAgreement, other than a dispute regarding Employee's\nobligations under Articles 4, 5 and 6.1, and if the dispute\ncannot be settled through direct discussions, then ENRON and\nEmployee agree to try to settle the dispute in an amicable\nmanner by confidential mediation before having recourse to\nany other proceeding or forum.\n\n     6.6  This Agreement shall be binding upon and inure to\nthe benefit of ENRON and any other person, association, or\nentity that may acquire or succeed to all or substantially\nall of the business or assets of ENRON.  Employee's rights\nand obligations under this Agreement are personal, and they\nshall not be assigned or transferred without ENRON's prior\nwritten consent.\n\n     6.7  Other agreements exist between ENRON and Employee\nrelating to the employment relationship (e.g., obligations\ncontained in Enron's Conduct of Business Affairs booklet and\nbenefit plans).  This Agreement replaces and merges other,\nprevious agreements and discussions pertaining to the nature\nof, term, and termination of  Employee's employment\nrelationship with ENRON, and this Agreement constitutes the\nentire agreement of the parties with respect to such subject\nmatters.  No representation, inducement, promise, or\nagreement has been made by either party with respect to such\nsubject matters, and no agreement, statement, or promise\nrelating to the employment of Employee by ENRON that is not\ncontained in this Agreement shall be valid or binding.  Any\nmodification of this Agreement will be effective only if it\nis in writing and signed by each party.\n\n     6.8  Employee shall at all times comply with United\nStates laws applicable to Employee's actions on behalf of\nENRON, including specifically, without limitation, the\nUnited States Foreign Corrupt Practices Act, generally\ncodified in 15 USC 78 (FCPA), as the FCPA may hereafter be\namended, and\/or its successor statutes.  If Employee pleads\nguilty to or nolo contendere or admits civil or criminal\nliability under the FCPA or other applicable United States\nlaw, or if a court finds that Employee has personal civil or\ncriminal liability under the FCPA or other applicable United\nStates law, or if a court finds that Employee committed an\naction resulting in any Enron entity having civil or\ncriminal liability or responsibility under the FCPA or other\napplicable United States law with knowledge of the\nactivities giving rise to such liability or knowledge of\nfacts from which Employee should have reasonably inferred\nthe activities giving rise to liability had occurred or were\nlikely to occur, such action or finding shall constitute\n'cause' for termination under this Agreement unless ENRON'S\nmanagement committee (or, if there is no management\ncommittee, the highest applicable level of ENRON's\nmanagement) determines that the actions found to be in\nviolation of the FCPA or other applicable United States law\nwere taken in good faith and in compliance with all\napplicable policies of ENRON and its subsidiaries,\ndivisions, and affiliates.\n\n   IN WITNESS WHEREOF, ENRON and Employee have duly executed\nthis Agreement in multiple originals to be effective on the\ndate first stated above.\n\n                          Enron Corp.\n                          \n                          \n                          By:  \/s\/ JEFFREY K. SKILLING\n                                 Jeffrey K. Skilling\n                                 President and Chief\n                                 Operating Officer\n                          This ____ day of ________, 1998\n                          \n                          \n                          \n                          Mark A. Frevert\n                          \n                          \n                          \/s\/ MARK A. FREVERT\n                          This 7th day of September, 1998\n                          \n\n\n\n                       EXHIBIT 'A' TO\n               EXECUTIVE EMPLOYMENT AGREEMENT\n                   BETWEEN ENRON CORP. AND\n                       MARK A. FREVERT\n\n\nEmployee Name:      Mark A. Frevert\n\nTerm:               June 1, 1998 through May 31, 2001\n\nPosition:           Chairman and Chief Executive Officer,\n                    Enron Capital &amp; Trade Resources Corp. Europe\n\nLocation:           London, England\n\nMonthly Base Salary: Employee's monthly base salary\n                    shall be Forty-One Thousand Six Hundred\n                    and Sixty-Six and 67\/100 Dollars\n                    ($41,666.67).\n\nBonus:              Employee shall be eligible to\n                    participate in the Enron Corp. Annual\n                    Incentive Plan ('Plan') or any\n                    appropriate replacement bonus plan of\n                    ENRON.  All bonuses shall be paid in\n                    accordance with the terms and provisions\n                    of the Plan, a portion of which may be\n                    paid in cash and a portion of which may\n                    be paid in stock options. Employee's\n                    bonus amounts under this Plan shall be\n                    based on a bonus target of $500,000.00.\n                    In addition, if the Enron Wholesale\n                    Group meets their financial targets,\n                    Employee shall be eligible to receive an\n                    additional $300,000.00 bonus target.\n\nGeographic Region   Worldwide\nof Responsibility:\n\nPeriod of Post-     Employee's obligations in paragraph 5.2 shall\nEmployment          survive the termination  of employment and\nNon-Competition     extend through:  (a) Twelve (12) months after\nObligations:        Employee's last bonus payment of any kind from\n                    ENRON; or (b) twelve (12) months after the\n                    last date of Employee's employment with ENRON\n                    if such employment ends during the Term of\n                    this Agreement; or (c) twelve (12) months\n                    following the expiration of the Term of this\n                    Agreement, whichever is applicable.\n\n\n\nIncentive Compensation:\n\nLong Term Incentive\nCompensation:       Employee shall receive the following\n                    Long Term Incentive Compensation:\n\n                              1998\n\n                    1.  A grant of 30,000 shares\n                    of Enron Corp. Restricted Stock with 25%\n                    vesting on the date of Grant, and the\n                    remainder to vest in 25% increments on\n                    January 31, 1999, January 31, 2000, and\n                    January 31, 2001.  The specific terms\n                    and conditions of these Restricted\n                    Shares will be evidenced by a Grant\n                    Agreement, which will govern.\n\n                    2.  A grant of 200,000 stock options, \n                    with 20% vesting upon date of Grant, with \n                    the remainder to vest in increments of\n                    20% on December 31, 1998, December 31, 1999, \n                    December 31, 2000, and December 31, 2001.  \n                    For 100,000 of the 200,000 options, the \n                    difference between the $40-1\/8 Enron Corp.\n                    stock price and the actual grant price for \n                    these options shall be delivered in additional \n                    shares of Enron Corp. restricted stock tied \n                    to the restricted stock vesting schedule \n                    described above.  For example, if the stock \n                    option grant price is $55-1\/8, the $15.00 \n                    difference will be multiplied by 100,000 \n                    and the sum shall be divided by 55-1\/8 to \n                    determine the number of additional shares \n                    of Enron Corp. restricted stock.\n\n                              1999 and 2000\n\n                    3.  In both 1999 and 2000,\n                    Employee shall be granted stock options\n                    having a grant value based on Black-\n                    Scholes (as determined annually by the\n                    Compensation Committee of the Enron\n                    Corp. Board of directors similar to\n                    other Enron Executives) of $2,120,000.00\n                    for each year.  For example, if the\n                    Black-Scholes value of an Enron stock\n                    option was $10.60, Employee would\n                    receive 200,000 stock options\n                    ($2,120,000.00 , $10.60). These stock\n                    options will be granted on December 31,\n                    1998 and December 31, 1999, and shall\n                    vest 20% on the date of grant and 20% on\n                    December 31, of each of the next four\n                    (4) years following the date of grant.\n                    Each grant shall be evidenced by an\n                    award agreement, which shall govern.\n\n                     Enron Corp.\n                     \n                     \n                     By: \/s\/ JEFFREY K. SKILLING\n                         Jeffrey K. Skilling\n                         President and Chief Operating Officer\n                     This _____ day of ___________, 1998\n                     \n                     \n                     \n                     Mark A. Frevert\n                     \n                     \n                     \/s\/ MARK A. FREVERT\n                     This 7th day of September, 1998\n\n\n\n\n\n\n\n\n\n\n TYPE:  EX-12\n SEQUENCE:  15\n DESCRIPTION:  STATEMENT RE COMPUTATION OF RATIOS\n\n\n\n                                                                 Exhibit 12\n\n<font size=\"2\">                                     \n                       ENRON CORP. AND SUBSIDIARIES\n                    Computation of Ratio of Earnings to\n                               Fixed Charges\n                                (Unaudited)\n\n\n(In Millions)                                   Year Ended December 31,\n                                        1999     1998    1997    1996     1995\n\n                                                          \nEarnings available for fixed charges\n  Income from continuing operations    $1,024   $  703   $105   $  584   $  520\n  Less:\n     Undistributed earnings and\n      losses of less than 50% owned\n      affiliates                          (12)     (44)   (89)     (39)    (14)\n     Capitalized interest of\n      nonregulated companies              (61)     (66)   (16)     (10)     (8)\n  Add:\n     Fixed charges(a)                     948      809    674      454     436\n     Minority interest                    135       77     80       75      27\n     Income tax expense                   137      204    (65)     297     310\n\n       Total                           $2,171   $1,683   $689   $1,361  $1,271\n\nFixed charges\n  Interest expense(a)                  $  900   $  760   $624   $  404  $  386\n  Rental expense representative of\n   interest factor                         48       49     50       50      50\n\n     Total                             $  948   $  809   $674   $  454  $  436\n\nRatio of earnings to fixed charges       2.29     2.08   1.02     3.00    2.92\n\n<\/font> FN:  \n(a) Amounts exclude costs incurred on sales of accounts receivable.\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7454],"corporate_contracts_industries":[9535],"corporate_contracts_types":[9539,9544],"class_list":["post-39827","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enron-corp","corporate_contracts_industries-utilities__gas","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39827","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39827"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39827"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39827"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39827"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}