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-10.11 — Second Amendment to Enron Corp. 1992 Deferral Plan
Exhibit 10.11
SECOND AMENDMENT TO
ENRON CORP. 1992 DEFERRAL PLAN
WHEREAS, Enron Corp. (the "Company") has heretofore
adopted the Enron Corp. 1992 Deferral Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has
determined and authorized that the Plan be amended to
provide for a new investment election by Participants, and
to provide for the adoption of a trust, the assets of which
will be used to make or reimburse the Company for payments
under the Plan;
NOW, THEREFORE, the Plan is amended as follows:
1. The following new Article XII is added to the
Plan:
"ARTICLE XII
SPECIAL INVESTMENT ELECTIONS
12.1 One Time, Irrevocable Election. Notwithstanding
any other provision of the Plan to the contrary, by giving
written notice to be received by the Committee prior to
December 31, 1995, on a form acceptable to the Committee, a
Participant may make a one time irrevocable election,
effective January 1, 1996 to have the Participant's Deferred
Benefit Account become subject to the provisions of this
Article XII.
12.2 Investment Choice. A Participant may choose to
have the balance of the Participant's Deferred Benefit
Account treated as having been invested in a Flexible
Deferral Account ("FDA"). A Participant's Deferred Benefit
Account subject to this FDA will be treated as if it had
been directed by the Participant into various investment
choices, as determined by the Committee. Allocation of
investment choices within the FDA shall be made in
increments of not less than 25% of a Participant's account
balance. Participants may choose investments once each
year.
12.3 Earnings. A Participant's Deferred Benefit
Account shall include earnings thereon accrued pursuant to a
Participant's election under this Article XII, as a
liability of the Company to the Participant. The Deferred
Benefit Account and FDA shall be utilized solely as a device
for the measurement and determination of the amount to be
paid to the Participant pursuant to this Plan. Under the
FDA, Participants will be asked to select investment funds
for their account balances, and returns on Deferred Benefit
Accounts will be based upon the performance of the
Participant's investment choices, less an administrative fee
to be determined by the Company. Investment options will
include different levels of risk and return such as growth,
balanced asset and bond funds, fixed interest accounts, etc.
12.4 Amount of Benefit Payments. Pursuant to a
Participant's election under this Article XII, the following
provisions supersede all other provisions of the Plan with
respect to benefit payments from the Deferred Benefit
Account. Payment of the account balance, as of the
beginning of the payout period, will be made in equal
monthly amounts determined by dividing the account balance
by the payout period selected by the Participant in the
Participation Agreement. Earnings/losses will be applied to
the Deferred Benefit Account during the payout period, based
upon the investment choices made by the Participant or his
survivors. Earnings in a calendar year on the declining
account balance will be paid annually in the January payment
for the next calendar year period. Losses on the declining
account balance will be deducted from the last of the
scheduled payments for the remaining account balance and
will shorten the payout period. Payments will continue
until the account balance reaches zero or the elected number
of payments have been made, whichever occurs first."
2. The following new Article XIII is added to the
Plan:
"ARTICLE XIII
DEFERRED COMPENSATION TRUST
13.1 Establishment of Trust. Notwithstanding any
other provision or interpretation of this Plan, the Company
shall establish or adopt a trust, which may fund obligations
of other plans or arrangements of deferred compensation
adopted or established by the Company, in which to hold
cash, insurance policies or other assets to be used to make
or reimburse the Company for payments to the Participants of
the benefits under this Plan, provided, however, that the
trust assets shall at all times remain subject to the claims
of general creditors of the Company in the event of the
Company's insolvency.
13.2 Trust Document. Participants shall be notified
when the trust is established and a copy of the trust
document will be made available to them on request.
13.3 Liability. The Company and not the trust shall
be liable for paying the benefits set forth in Section VIII.
However, after its payment of benefits pursuant to this
Plan, the Company may be reimbursed by the trust for the
after-tax cost of the benefit payment, upon proof of payment
and request for reimbursement.
13.4 Payment of Benefits. Any payment of benefits
made by the trust shall satisfy the Company's obligation to
make such payment to the affected Participant."
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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