Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Enron Corp. 1995 Form 10-K 121± 514K
2: EX-3.02 Bylaws of Enron Corp. 22± 91K
3: EX-10.02 First Amendment to Enron Executive Supplemental 1 10K
Survivor Benefits Plan
4: EX-10.06 First Amendment to Enron Corp. 1988 Deferral Plan 1 9K
5: EX-10.07 Second Amendment to Enron Corp. 1988 Deferral Plan 2± 11K
6: EX-10.10 First Amendment to Enron Corp. 1992 Deferral Plan 2± 11K
7: EX-10.11 Second Amendment to Enron Corp. 1992 Deferral Plan 3± 16K
8: EX-10.31 Second Amendment to Employment Agreement of Rodney 3 21K
L. Gray
9: EX-10.35 Fourth Amendment to Consulting Services Agreement 3± 14K
of John A. Urquhart
10: EX-10.36 Fifth Amendment to Consulting Services Agreement 3± 14K
of John A. Urquhart
11: EX-10.37 Sixth Amendment to Consulting Services Agreement 1 10K
of John A. Urquhart
12: EX-10.46 First Amendment to Enron Corp. Performance Unit 1 10K
Plan
13: EX-10.48 First Amendment to Enron Corp. 1994 Deferral Plan 1 10K
14: EX-10.49 Second Amendment to Enron Corp. 1994 Deferral Plan 3± 15K
15: EX-11 Statement Re Computation of Per Share Earnings 1 10K
16: EX-12 Statement Re Computation or Ratios 1 9K
17: EX-21 Subsidiaries of Registrant 11± 44K
18: EX-23.01 Consent of Independent Public Accountants 1 10K
19: EX-23.02 Consent of Degolyer and Macnaughton 1 12K
20: EX-23.03 Letter Report of Degolyer and Macnaughton 3± 15K
21: EX-24 Powers of Attorney 13 37K
22: EX-27 Article 5 FDS for Year End 1995 1 9K
EX-10.49 — Second Amendment to Enron Corp. 1994 Deferral Plan
Exhibit 10.49
SECOND AMENDMENT TO
ENRON CORP. 1994 DEFERRAL PLAN
WHEREAS, Enron Corp. (the "Company") has heretofore
adopted the Enron Corp. 1994 Deferral Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has
determined and authorized that the Plan be amended to permit
distribution of payments under the Plan to commence as soon
as administratively feasible after the first day of a month
in which a benefit becomes payable;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 8.1 is rescinded and the following is
inserted in its place:
"8.1 Retirement Benefit. The Account balance shall be paid
as elected by the Participant, with payments commencing by
January 15 of the calendar year following Retirement.
"Retirement" means, after attainment of age 55 with at least
5 years of service, a Participant's termination of
employment and eligibility to receive benefits under the
Enron Corp. Retirement Plan."
2. Section 8.2 is rescinded and the following is
inserted in its place:
"8.2 Disability Benefit. The Account balance shall be paid
as elected by the Participant by January 15 of the calendar
year following onset of the Disability. "Disability" means
a physical or mental condition of a Participant resulting
from a bodily injury or disease or mental disorder which:
a) renders a Participant incapable of continuing the further
performance of his normal employment activities with the
Company and has been determined by the Committee to be
totally and permanently disabled for purposes of receiving
long-term benefits under a long-term disability plan
maintained by the Company; or b) renders a Director
incapable of continuing the further performance of his
duties as a Director of the Board."
3. Section 8.3 is rescinded and the following is inserted
in its place:
"8.3 Termination Benefit. The Account balance shall be paid
as elected by the Participant in the event of termination,
whether voluntary or involuntary (except termination for
cause), with payments commencing by January 15 of the
calendar year following Termination."
4. Section 8.4 is rescinded and the following is inserted
in its place:
"8.4 Termination for Cause. Upon a Participant's
Termination for Cause, the Participant shall be entitled to
receive the elective deferred compensation credited to the
Account; however, no interest shall be credited to the
Account. If the termination is as the result of the
Participant's fraud against or theft from the Company, the
damages sustained by the Company shall be deducted from the
amount payable under this Section 8.4. Payment shall be
made in a single sum by January 15 of the calendar year
following the date of Termination for Cause. The
Participant shall have no further interest in the Account
upon such termination of service and such payment.
"Termination for Cause" shall mean termination of employment
of Participant by the Company because of (1) conviction of a
felony relating to or in connection with the Company or the
Company's business; (2) willful refusal without proper legal
cause to perform duties and responsibilities of employment;
or (3) willfully engaging in conduct which the Participant
has or reasonably should have reason to know is or will be
materially injurious to the Company. Such termination shall
be effected by notice thereof delivered by the Company to
Participant and shall be effective as of the date of such
notice; provided, however, that if (a) termination is
because of Participant's willful refusal without proper
legal cause to perform any one or more of Participant's
duties and responsibilities and (b) within seven days
following the date of such notice Participant shall cease
such refusal and shall use Participant's best efforts to
perform such duties and responsibilities, the termination
shall not be effective, and provided further, that the
Company shall consult in good faith with Participant and
provide an opportunity for Participant to be heard prior to
the Company making a determination that any termination
under (1), (2), or (3) of this paragraph is Termination for
Cause, and that failure to do so shall not constitute
Termination for Cause."
AS AMENDED HEREBY, the Plan is specifically ratified
and reaffirmed.
Date: October 10, 1995 ENRON CORP.
By: PHILIP J. BAZELIDES
Title: Philip J. Bazelides
Vice President, Corporate
Human Resources
Enron Corp.
ATTEST:
PEGGY B. MENCHACA
Title: Vice President & Secretary
Dates Referenced Herein and Documents Incorporated by Reference
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