Consulting Services Agreement

Consulting Services Agreement - Enron Corp. and John A. Urquhart(Dec 31, 1998)

      NINTH AMENDMENT TO CONSULTING SERVICES AGREEMENT
     This Agreement, made and entered into and effective as
of the 31st day of December, 1998 (the 'Effective Date'), by
and among John A. Urquhart, whose address is 111 Beach Road,
Fairfield, Connecticut 06430 ('Consultant'), Enron Corp., a
Delaware corporation ('Enron' or 'Company'), and Enron Power
Corp., a Delaware corporation ('EPC'), is an amendment to
that certain Consulting Services Agreement entered into
among the parties and effective as of the first day of
August, 1991.
     WHEREAS, the parties desire to amend the Consulting
Services Agreement;
     NOW, THEREFORE, in consideration of the Consultant's
continued engagement with Company and of the covenants
contained herein, the parties agree as follows:
     1.   The parties agree that the Term of the Consulting
Services Agreement is extended through December 31, 1999.
Upon mutual consent of both parties, the Term may be
extended for a period of twelve (12) months beyond December
31, 1999.
                                                
     2.   Effective December 31, 1998, Section ii. of
Paragraph (3)A. of the Consulting Services Agreement is
deleted and the following is inserted in its place:
          'ii. For the period beginning January 1, 1999 and
          ending December 31, 1999, Consultant shall be paid
          a fee of Thirty-Three Thousand Seventy-Five
          Dollars ($33,075.00) per month (the 'Fee').  If or
          when the number of days in the twelve month period
          for which Consultant provides consulting services
          thereunder exceeds the Consulting Time, then
          Consultant shall be paid a daily rate of Four
          thousand Four Hundred Ten Dollars ($4,410.00;
          'Additional Remuneration'); provided however, for
          the period from January 1, 1999 and ending
          December 31, 1999, such daily Additional
          Remuneration shall be paid to Consultant if or
          when the number of such days exceeds ninety (90)
          days.'
                                                
     3.   The last sentence of Paragraph 3 of section (3)E.
of the Consulting Services Agreement is deleted and the
following inserted in its place:
          'This grant shall not be exercisable after
December 31, 2000.'
     This Agreement is the ninth amendment to the Consulting
Services Agreement as previously amended, and the parties
agree that all other terms, conditions and stipulations
contained in said Consulting Services Agreement and the
previous amendments thereto shall remain in full force and
effect and without any change or modification, except as
provided herein.
     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
                              JOHN A. URQUHART
                              JOHN A. URQUHART
ENRON CORP.                   ENRON POWER CORP.
KENNETH L. LAY                PEGGY B. MENCHACA
Title:                        Title: Vice President  &
                                     Secretary