Sample Business Contracts

Employment Agreement - Enron Power Corp. and Thomas E. White Jr.

Employment Forms

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                       ENRON POWER CORP.
                     EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") is made and
effective as of July 1, 1990 (the "Effective Date"), by
and among Enron Power Corp., a Delaware corporation and
subsidiary of Enron Corp. ("Enron") having its
headquarters at 10077 Grogans Mill Road, Suite 475, The
Woodlands, Texas 77380 ("EPC") and Thomas E. White, an
individual currently residing at 25B Lee Avenue, Fort
Myers, Virginia  22211 ("Employee").


     WHEREAS, EPC is desirous of employing Employee in an
executive capacity on the terms and conditions, and for
the consideration, hereinafter set forth, and

     WHEREAS, Employee is desirous of entering the employ
of EPC on such terms and conditions and for such

     NOW, THEREFORE, for and in consideration of the
mutual promises, covenants, and obligations contained
herein, Enron and Employee agree as follows:


     1.1  Term.  EPC shall employ Employee, and Employee
agrees to be employed by EPC, for the period set forth on
Exhibit A hereto beside the heading "Term", subject to the
terms and conditions of this Agreement, unless sooner
terminated pursuant to other provisions hereof.
Subsequent to such employment, EPC may assign this
agreement to any successor or to any 90%-or-more owned
subsidiary of Enron that is principally engaged in the
business of owning, operating, developing, managing or
administering electric power generation facilities.

     1.2  Position and Duties.  EPC shall maintain
Employee in the position or positions set forth beside the
heading "Title/Office" on Exhibit A (the "Officer
Position", which may include more than one office or
title), or in such other positions as the parties mutually
may agree.  Employee agrees to serve in the Officer
Position, and to perform diligently and to the best of
Employee's abilities the duties and services appertaining
to such position(s) as set forth in the bylaws of EPC, as
well as such additional duties and services appropriate to
such office(s) which he from time to time may be
reasonably directed to perform by the Board of Directors
of EPC.  Employee agrees to comply with such company
policies and procedures of EPC as EPC may establish from
time to time.

     1.3  Exclusivity.  Employee shall, during the period
of his employment by EPC, devote such portion of his
business time, energy and best efforts to the business and
affairs of EPC as is necessary to fulfill his obligations
under Section 1.2.  Employee may not engage, directly or
indirectly, in any other business, investment or activity
that shall violate the provisions of Article 5, interferes
with Employee's performance of his duties hereunder, be
contrary to the interests of EPC or Enron or require any
significant portion of Employee's business time.


     2.1  Base Salary.  Employee's base salary during the
term hereof shall be not less than the amount set forth
beside the heading "Base Salary" on Exhibit A, and shall
be reviewed periodically for adjustment Employee's base
salary shall be earned and paid in equal semimonthly
installments in accordance with EPC's standard payroll

     2.2  Perquisites and Benefits.  Employee shall be
entitled to the perquisites and benefits applicable to
other senior e officers of EPC (other than John B. Wing),
and such additional ones as may from time to time be
approved for Employee by EPC's Board of Directors.

     2.3  Vacation. During each year of his employment,
Employee shall be entitled to the amount of vacation per
calendar year set forth beside the heading "Vacation" on
Exhibit A.

     2.4  Phantom Equity Interests.  A. Grant of Phantom
Equity.  Employee is hereby granted the contingent rights
set forth beside the heading "Phantom Equity %" on Exhibit
A, the terms of which rights are set forth and governed by
the provisions in this Section 2.4 and in the Enron Power
Corp. Phantom Equity Plan (the "Plan") attached as Exhibit
B.  Employee understands and agrees that in the event of a
termination of Employee's employment other than an
Involuntary Termination, or a voluntary redemption by
Employee of Phantom Equity prior to the end of the Term
hereof the amount paid to Employee pursuant to the Phantom
Equity will not be based on its or EPC's market value and
therefore may be substantially less than would be payable
upon an Involuntary Termination or at the expiration of
the Term of this Agreement.  Employee further understands
and agrees that Employee was offered the opportunity to
execute this Agreement for a Term equal to the Vesting
Schedule on Exhibit A, and that if Employee elected a
shorter term and the Term hereof expires prior to the end
of the Vesting Schedule on Exhibit A, and Employee and the
Company are unable to agree on terms of continued
employment and Employee's employment with the Company
terminates, the portion of the Phantom Equity that had not
yet vested will never vest and will be forever lost and
forfeited by Employee.  Employee further understands and
agrees that an inherent feature of the Phantom Equity is
the right and duty of the Board of Directors or a
committee designated by it to reasonably determine the
value of the Phantom Equity under certain circumstances,
without any initial input or verification from Employee.
Employee shall not be entitled to sell participate out,
transfer or otherwise dispose of any Phantom Equity
interest otherwise than by will or the laws of descent and

     B.   Redemption of Phantom Equity.  Subject to the
earlier expiration of this grant of Phantom Equity as
herein provided, the Phantom Equity and/or the Accumulated
Phantom Dividends (as defined in the Plan) may be redeemed
in whole or in part by written notice to the Company (a
"Redemption Request"), during any Redemption Period (as
defined in the Plan) applicable to Employee, in the manner
and for the values set forth in the Plan, but shall not be
redeemed for more than a percentage of the aggregate
amount of Phantom Equity awarded by this grant determined
in accordance with the Vesting Schedule on Exhibit A.

     C.   Calculation of Redemption Payment.  The
calculation of the amount which Employee is entitled upon
making a proper Redemption Request shall be made in
accordance with the Plan.  Such calculation shall utilize
the Company's Market Value as the Company Value (as
defined in the Plan) if such redemption occurs (i)
pursuant to an Accelerated Vesting Date (as defined
below), (ii) after the expiration of the Term hereof if
Employee's employment has continued throughout such Term
without termination, or (iii) under other circumstances
where the Plan may from time to time expressly provide for
such Market Value calculation.  All other redemption
payments shall be calculated using Book Value as the
Company Value (as defined in the Plan).

     D.   Special Vesting and Redemption Provisions

             (i) General Rule.  Except as provided below
in this Section 2.4 or in the Plan, the Phantom Equity may
be redeemed, during Employee's lifetime, only by Employee
(or Employee's guardian or legal representative) and (a)
during a Redemption Period occurring while Employee
remains an employee of the Company or (b) during the first
Redemption Period after expiration of the Term hereof.

             (ii)Employment Termination.  If Employee's
employment with Company terminates prior to the end of the
Term hereof as a result of termination without cause by
Employee or a Termination for Cause of Employee by the
Company, all rights of Employee to Phantom Equity shall
immediately terminate, expire, and be void as if such
Employee's Phantom Equity % had always been zero.

             (iii) Death, Disability, Involuntary
Termination. Notwithstanding the provisions of Exhibit A,
in the event Employee dies, becomes permanently disabled
or is Voluntarily Terminated prior to all Phantom Equity
becoming vested (the date on which such event occurs or is
effective being the "Accelerated Vesting Date"), all
nonvested Phantom Equity shall immediately fully vest (i)
in the case of death or Involuntary Termination, upon the
Accelerated Vesting Date as if the Vesting Schedule had
been completed, and (ii) in the case of permanent
disability, in accordance with the Vesting Schedule
irrespective of whether employment continues or is
terminated.  In either such case, the Phantom Equity may
be redeemed by Employee (or Employee's estate, legal
guardian, or person who acquires the Phantom Equity by
reason of bequest or inheritance) any time during the
Special Redemption Period (as defined in the Plan)
following such Accelerated Vesting Date (as defined in the
Plan), and during subsequent Redemption Periods in the
event of permanent disability, at "Market Value" as set
forth in Section 5B(2) of the Plan.  As used herein,
"permanent disability" shall have the same meaning as the
term "Total Disability" has in the Long Term Disability
Plan of the Company.
             (iv) Six-Month Restriction.  Notwithstanding
anything to the contrary herein, if Employee is then an
officer, director or affiliate of the Company at a time
when the Company has securities registered under the
Securities Exchange Art of 1934, as amended, the Phantom
Equity may not be redeemed prior to the expiration of six
months from the date of grant hereof (except in the event
of the death or incapacity of Employee prior to the
expiration of such six-month period), and thereafter any
voluntary redemption that results in the receipt of cash
shall be exercisable only during a period beginning on the
third business day and ending on the twelfth business day
following the date of release by the Company for
publication of quarterly and annual summary statements of
sales and earnings.
             (v) Notwithstanding any other provision
hereof, the Phantom Equity shall not be redeemable in any
event after the expiration of six years from the date of
grant hereof, provided, that the provision shall not
terminate redemptions requested prior to the end of such
six-year period until such redemptions have been fully
paid and all disputes resolved in accordance with the
provisions of the Plan.
     2.5  Effect of Termination, Death or Disability on
Compensation and Benefits.  Except as otherwise provided
in Section 2.4, if Employee's employment hereunder shall
be terminated by EPC or by Employee, upon such
termination, regardless of the reason therefor, all
compensation and all benefits to Employee under this
Agreement shall terminate contemporaneously with the
termination of such employment, except that in the case of
an Involuntary Termination (as defined in Article 3) prior
to expiration of the Term of employment established in
Section 1.1, Employee shall in consideration of Employee's
continuing obligations hereunder after such termination,
be entitled to receive (i) the compensation described in
Section 2.1 of this Article 2 as if Employee's employment
(which shall cease) had continued for the full Term of
this Agreement, and (ii) the benefits described in Section
2.2 applicable to active senior executive officers of EPC
(or the essential equivalent in the case of insurance and
disability plans) for the same period as Employee's
compensation hereunder is con pursuant to clause 2.5(i),
using such annual compensation amount as the compensation
base where relevant.  In addition, Employee or Employee's
surviving spouse shall be provided additional pension
payments in the amount that such person would have
received, pursuant to the retirement, supplemental
retirement and pension plans of EPC to which Employee was
entitled pursuant to Section 2.2 had Employee's employment
continued through the Term of this Agreement.
     2.6  Benefits Unsecured and Unfunded.  Unless EPC
specifically specifies in writing to the contrary, none of
the benefits or arrangements described in this Article 2
shall be secured or funded in any way, and each shall
instead constitute a general liability of EPC to be paid
exclusively from the general assets of EPC, and shall be
an unfunded and unsecured promise to pay money in the

     3.1  Generally.  The termination of Employee's
employment by EPC prior to the expiration of the term
described in Section 1.1 shall constitute a "Termination
for Cause" if made in accordance with the provisions of
Section 3.2 below and otherwise shall constitute an
"Involuntary Termination" as described in Section 3.3
below.  The termination of Employee's employment by
Employee prior to the expiration of the Term set forth in
Section 1.1 shall constitute an "Involuntary Termination"
if made in accordance with the provisions of paragraph
3.3(ii) below and shall otherwise constitute termination
without cause.

      3.2 Termination for Cause.  As used in this
Agreement, "Termination for Cause" shall mean termination
by action of EPC's Board of Directors because of
Employee's (i) conviction of a felony (which, through
lapse of time or otherwise, is not subject to appeal);
refusal without proper legal cause to perform Employee's
duties and responsibilities; (iii) material breach of a
material provision of this Agreement; or (iv) engaging in
conduct which Employee has reason to know is materially
injurious to EPC or its parents or subsidiaries.  Such
termination shall be effected by notice thereof delivered
by EPC to Employee and shall be effective as of the date
of such notice; provided, however, that if such
termination is pursuant to (ii) or (iii) above and within
seven days (in the case of a refusal) or thirty days (in
the case of a material breach) following the date of such
notice Employee shall cease such refusal or breach and
shall use his best efforts to perform such duties and
responsibilities or correct such breach, the termination
shall not be effective; and, provided further, that EPC
shall consult m good faith with Employee and provide an
opportunity for Employee to be heard prior to effecting
any termination under this section and that failure to do
so shall constitute Involuntary Termination.

     3.3  Involuntary Termination.  As used in this
Agreement, "Involuntary Termination" or "Involuntarily
Terminated" shall mean termination of Employee's
employment with EPC if such termination results from:

        (i)    termination by EPC on any grounds
               whatsoever except "Termination for Cause"
               as defined in Section 3.2 above and except
               upon Employee's death or Permanent

        (ii)   termination by Employee within 60 days of
               and in connection with or based upon any of
               the following:

               (a) a substantial and material reduction in
                   the nature or scope of Employee's
                   responsibilities, which results in
                   Employee not having a senior officer
                   position in EPC or Enron Power (U.K.)
                   Limited or results in an overall
                   material and substantial reduction from
                   the level of responsibility and stature
                   that accompany the Officer Position as
                   of the effective date of this Agreement
                   or later agreed to by Employee and EPC,
                   which reduction remains in place and
                   uncorrected for thirty (30) days
                   following written notice of such breach
                   to EPC by Employee;

               (b) a change in the location for the
                   primary performance of Employee's
                   services under this Agreement from
                   London or The Woodlands to a city
                   which is more than 50 miles away from
                   both such locations, which change is
                   not approved by Employee;

               (c) a material breach by EPC of any
                   material provision of this Agreement,
                   which breach, if correctable, remains
                   uncorrected for 30 days following
                   written notice of such breach to EPC
                   or Enron (as applicable) by Employee;
                  To effect a termination t to Section 3.3(ii) of this,
Employee shall give written notice to EPC that he has
elected to terminate his employment hereunder and stating
the effective date and reason for such termination,
provided that such action shall not terminate this
Agreement or alter or amend any other provisions hereof or
rights hereunder.  Employee shall not be under any duty or
obligation to seek or accept other employment following
Involuntary Termination and no amount, payment or benefit
due Employee hereunder or otherwise shall be reduced or
suspended if Employee accepts subsequent employment.

     3.4  Effect of Death, Retirement or Disability on
Involuntary Termination Benefits.  In the event of
Employee's death, retirement or Permanent Disability
following Employee's Involuntary Termination, Employee or
Employee's legal representatives shall be entitled to
receive the balance of any unpaid amounts payable under
Article 3.  However, in no event will Employee or
Employee's legal representatives receive payments under
this Article 3 if Employee dies, retires or becomes
Permanently Disabled prior to an event that, but for such
death, retirement or Permanent Disability, would have
constituted an Involuntary Termination of Employee.

     3.5  Offset of Severance Benefits.  The compensation
and benefits payable to Employee under this Agreement
shall be offset against any amounts to which Employee may
otherwise be entitled under any and all severance plans
and policies of EPC or an affiliate of EPC presently in
effect or which may be adopted or amended in the future.


     4.1  EPC Information.  Employee acknowledges that the
business of EPC, Enron and their affiliates is highly
competitive and that EPC's project development strategies,
books, records and documents, EPC's technical information
concerning its products, equipment, services and
processes, procurement procedures and pricing techniques,
the names of and other information (such as credit and
financial data) concerning EPC' customers and business
affiliates, all comprise confidential business information
and trade secrets of EPC which are valuable, special and
unique assets of EPC, which EPC uses in its business to
obtain a competitive advantage over EPC'S competitors
which do not know or use this information.  Employee
further acknowledges that protection of EPC'S confidential
business information and trade secrets against
unauthorized disclosure and use, is of critical importance
to EPC in maintaining its competitive position.
Accordingly, Employee hereby agrees that he or she will
not, at any time during or after his or her employment by
EPC, make any unauthorized disclosure of any confidential
business information or trade secrets of EPC, or make any
use thereof for the benefit of, and on behalf of, EPC.
For the purposes of this Section 4.1, the term "EPC" shall
also include EPC, Enron and their affiliates, and Enron
shall be a third party beneficiary of the provisions of
this Section 4.1.

     4.2  Third Party Information.  Employee acknowledges
that, as a result of his employment by EPC, he may from
time to time have access to, or knowledge of, confidential
business information or trade secrets of third parties,
such as customers, suppliers, partners, joint venturers,
and the like, of EPC.  Employee agrees to preserve and
protect the confidentiality of such third party
confidential information and trade secrets to the same
extent, and on the same basis, as EPC confidential
business information and trade secrets.

     4.3  Return of Documents.  All written materials,
records and other documents made by, or coming into the
possession of, Employee during the period of his
employment by EPC which contain or disclose EPC
confidential business information or trade secrets shall
be and remain the property of EPC.  Upon termination of
Employee's employment by EPC, for any reason, he promptly
shall deliver the same, and all copies thereof to EPC.


     5.1  Term and Scope.  As part of the consideration
for the compensation to be paid to Employee hereunder, and
as an additional incentive for EPC to enter into this
Agreement, the parties agree to the non-competitive
provisions of this Article 5, and Employee agrees that (i)
during the Term hereof, and (ii) in the event Employee's
employment with EPC terminates (other than under
circumstances constituting an Involuntary Termination or
upon expiration of the term set forth in Section 1.1), for
a period of one year following such termination of
employment Employee will not, directly or indirectly for
himself or for others, in any foreign country where EPC,
Enron or any of their affiliates are then conducting any
business or have, during the previous twelve months,
conducted any business, or in any state of the United

        (i)   engage in or render advice or services to
               or otherwise assist any other person or
               entity who is engaged, directly or
               indirectly, in any business similar or
               related to or competitive with (i) the
               business of generation for sale of electric
               power (including as a vendor, supplier or
               customer of an electric generation or
               plant), or (ii) the gas supply and
               marketing business conducted by Enron or
               its affiliates;

        (ii)  transact any business in any manner
               pertaining to suppliers or customers of
               EPC, Enron or any. of their affiliates
               which, in any manner, would have, or is
               likely to have, an adverse effect upon EPC,
               Enron or any of their affiliates; or
        (iii) induce any employee of EPC, Enron or any of
               their affiliates to terminate his or her
               employment with any of EPC, Enron or such
               affiliates, or hire or assist in the hiring
               of any such employee by an entity not
               affiliated with Enron.
As used in this Article 5, "Enron" and "EPC" shall include
their respective affiliates and any entity in which Enron
Power (U.K.) Limited owns at least 20% of the securities
entitled to vote in the election of directors or
management committee members.

5.2  Effect of Provisions.  Employee understands that the
foregoing restrictions may limit his or her ability to
engage in business similar to those described in clause
(i)-(iii) above anywhere in the world during the period
provided for above, but acknowledges that Employee will
receive sufficiently high remuneration and other benefits
under this Agreement to justify such restriction.
Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article 5 by
Employee, and Enron or EPC shall be entitled to enforce
the provisions of this Article 5 by terminating any
payments then owing to Employee under this Agreement
and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach.  Such
remedies shall not be deemed the exclusive remedies for a
breach of this Article 5, but shall be in addition to all
remedies available at law or in equity to Enron or EPC,
including the recovery of damages from Employee and his or
her agents involved in such breach.

     5.3  Enforceability.  It is expressly understood and
agreed that Enron, EPC, and Employee consider the
restrictions contained in this Article 5 to be reasonable
and necessary for the proprietary information of Enron and
EPC.  Nevertheless, if any of the aforesaid restrictions
are found by a court having jurisdiction to be
unreasonable, or over broad as to geographic area or time,
or otherwise unenforceable, the parties intend for the
restrictions therein set forth to be modified by such
courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.

     6.1  Definitions.  For purposes of this Agreement the
following terms shall have the meanings ascribed to them

     A.  "Affiliate" or "affiliated" is used to indicate a
relationship to a specified person or entity and shall
mean a person who directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is
under common control with, such specified person or

     B.  "Permanent Disability" shall mean such permanent
disability supported by written medical opinion of a
physician acceptable to EPC that Employee is permanently
incapable of performing his duties for physical or mental
reasons, and that qualifies Employee for benefits under
EPC's long-term disability plan, if any.

     6.2  Notices.  For purposes of this Agreement,
notices and all other communications provided for herein
shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United
States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

If to EPC, to:      Enron Power Corp.
                    10077 Grogans Mill Road
                    The Woodlands, Texas 77380
                    Attention:   Chief Financial Officer

With a copy to:     Enron Corp.
                    1400 Smith
                    Houston, Texas 77002
                    Attention:   Corporate Secretary

If to Employee, to the address shown on the first page

or to such other address as any party may furnish to the
others in writing in accordance herewith, except that
notices of changes of address shall be effective only upon

     6.3  Applicable Law.  This contract shall be governed
in all respects by the laws of the State of Texas.

6.4  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.

     6.5  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
law and in equity and injunctive relief shall lie for the
enforcement of or relief from any provisions of this
Agreement.  If any remedy or relief is sought and obtained
by any party against one of the other parties pursuant to
this Section 6.5, the other party shall, in addition to
the remedy of relief so obtained, be liable to the party
seeking such remedy or relief for the expenses incurred by
such party in successfully obtaining such remedy or
relief, in the fees and expenses of such successful
party's counsel.

     6.6  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.

     6.7  Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall be deemed to
be an original, but all of which together will constitute
one and the same Agreement.

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

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

     6.10 Successors and Assignments.  This Agreement
automatically shall be binding upon and inure to the
benefit of EPC and any corporation or other entity which
may hereafter acquire or succeed to all or substantially
all of the business or assets of EPC by any means whether
direct or indirect, by purchase, merger, consolidation or
otherwise.  As used in this Section 6.10, "EPC" shall mean
EPC as defined on the first page of this Agreement and any
successor to its business or assets by operation of law or
otherwise.  Employee's rights and obligations under
Article 1 hereof are personal and such rights, benefits,
and obligations of Employee shall not be voluntarily or
involuntarily assigned, alienated or transferred, whether
by operation of law or otherwise, without the prior
written consent of EPC.  This Agreement shall otherwise be
binding upon and inure to the benefit of Employee's
personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees,
legatees, and permitted assigns including but not limited
to the rights set forth in Articles 2 and 3.  Except as
expressly provided herein, this Agreement is not intended
to confer upon any person any rights or remedies

     6.11 Entire Agreement; Modification.  This Agreement
constitutes the entire agreement of the parties with
regard to the subject matter hereof and contains all of
the covenants, promises, representations, warranties and
agreements between the parties with respect to employment
of Employee by EPC.  This Agreement is personal to each of
the parties, and is not part of a plan or program
involving others.  Each party to this Agreement
acknowledges that no representation, inducement, promise
or agreement, oral or written, has been made by either
party, which is not embodied herein, and that no
agreement, statement, or promise relating to the
employment of Employee by EPC that is not contained in
this Agreement shall be valid or binding.  Any
modification of this Agreement will be effective only if
it is in writing and signed by each party whose rights
hereunder are affected thereby provided that any such
modification must be authorized or approved by the Board
of Directors of EPC.

     6.12 Cancellation of Prior Agreements.  By execution
of this Agreement, Employee hereby forever waives,
releases and forgives all rights, benefits and
compensation ("rights") which Employee may have or be
entitled to under any and all other individual employment
agreements or individual severance agreements, between
Employee and EPC (or any affiliate or subsidiary or EPC),
or rights under any compensation plans or programs
thereof. entered into or granted to Employee prior to the
effective date of this Agreement (and this Section 6.12
constitutes a modification of any such agreements or
arrangements which terminates the provisions thereof).

   IN WITNESS WHEREOF. the parties have duly executed this
Agreement as of the date first above written.
                              ENRON POWER CORP.
                              By:  JOHN B. WING
                                   John B. Wing
                                   Chairman of the Board
                                   of Directors

                              THOMAS E. WHITE
                              Thomas E. White
                      ENRON POWER CORP.
                          EXHIBIT A
                    EMPLOYMENT AGREEMENT

Employee Name:           Thomas E. White

Term:                    Effective Date through June 30, 1995

Title/Office:            Executive Vice President

Base Salary:             $135,000

Vacation:                4 weeks

Phantom Equity %:        .5%

Vesting Schedule:        20% of Phantom Equity vests on
                         each anniversary of the
                         Effective Date over five years,
                         as follows:
               Time                          Vested Portion

Prior to 1st anniversary of Effective Date . . . .   0%
On and after 1st anniversary of Effective Date . .  20%
On and after 2nd anniversary of Effective Date . .  40%
On and after 3rd anniversary of Effective Date . .  60%
On and after 4th anniversary of Effective Date . .  80%
On and after 5th anniversary of Effective Date . . 100%