Enron Corp/OR – ‘10-K’ for 12/31/99 – EX-10.18

On:  Thursday, 3/30/00   ·   For:  12/31/99   ·   Accession #:  1024401-0-2   ·   File #:  1-13159

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        123±   488K 
 2: EX-10.02    Material Contracts                                     2±    11K 
 3: EX-10.11    Material Contracts                                     2±    10K 
 4: EX-10.17    Material Contracts                                     2±    11K 
 5: EX-10.18    Material Contracts                                     2±    13K 
 6: EX-10.19    Material Contracts                                     2±    12K 
 7: EX-10.26    Material Contracts                                     7±    25K 
 8: EX-10.36    Material Contracts                                     2±    12K 
 9: EX-10.48    Material Contracts                                    10±    35K 
10: EX-10.51    Material Contracts                                     4±    20K 
11: EX-10.53    Material Contracts                                     3±    14K 
12: EX-10.54    Material Contracts                                     3±    17K 
13: EX-10.56    Material Contracts                                     4±    18K 
14: EX-10.57    Material Contracts                                    16±    66K 
15: EX-12       Statement Re Computation of Ratios                     1      8K 
16: EX-21       Subsidiaries of the Registrant                        50±   179K 
17: EX-23       Consents of Experts and Counsel                        1      9K 
18: EX-24       Power of Attorney                                     19     49K 
19: EX-27       Article 5 FDS for 10-K                                 1      8K 

EX-10.18   —   Material Contracts

                           Exhibit 10.18

SECOND AMENDMENT TO                   
ENRON CORP. 1991 STOCK PLAN                   
(As Amended and Restated Effective May 4, 1999)                   

WHEREAS, ENRON CORP. (the "Company") and the stockholders of                    
the Company have heretofore approved and adopted the Enron                      
Corp. 1991 Stock Plan (As Amended and Restated Effective May                    
4, 1999)(the "Plan"); and                                                       

WHEREAS, the Company desires to amend the Plan.                                 

NOW, THEREFORE, the Plan is amended as follows:                                 

1.   Section 2.2 is deleted and the following is inserted in                    
its place:                                                            

"2.2 Subject to the terms of the Plan and applicable                  
law, the Committee shall have sole power, authority and               
discretion to: (i) designate Participants; (ii)                       
determine the types of Awards to be granted to a                      
Participant under the Plan; (iii) determine the number                
of Shares to be covered by or with respect to which                   
payments, rights, or other matters are to be calculated               
in connection with Awards; (iv) determine the terms and               
conditions of any Award; (v) determine whether, to what               
extent, under what circumstances and how Awards may be                
settled or exercised in cash, Shares, other securities,               
other Awards, or other property, or may be canceled,                  
forfeited, or suspended; (vi) determine whether, to                   
what extent, and under what circumstances cash, Shares,               
other securities, other Awards, other property, and                   
other amounts payable with respect to an Award under                  
the Plan shall be deferred either automatically or at                 
the election of the holder thereof or of the Committee;               
(vii) interpret, construe and administer the Plan and                 
any instrument or agreement relating to an Award made                 
under the Plan; (viii) establish, amend, suspend, or                  
waive such rules and regulations and appoint such                     
agents as it shall deem appropriate for the proper                    
administration of the Plan; (ix) make a determination                 
as to the right of any person to receive payment of an                
Award or other benefit; (x) except for awards made to                 
persons subject to Rule 16b-3 promulgated by the                      
Securities and Exchange Commission under the Securities               
Exchange Act of 1934, as amended, or New York Stock                   
Exchange listing requirements, delegate to individuals                
in specified officer positions of the Company the                     
authority to make and issue awards for a specified                    
number of Shares subject to the terms and provisions of               
the Plan, and (xi) make any other determination and                   
take any other action that the Committee deems                        
necessary or desirable for the administration of the                  
Plan.                                                                 

2.   Paragraph (u) under Section 11 regarding definitions is                    
deleted and the following definition of "Retirement" is                         
inserted in its place:                                                          

(u)  "Retirement" shall mean (i) (a) with respect to an               
Employee of the Company or one of its Affiliates, with                
the consent of the Committee, after age 55 with at                    
least five years of service, the Employee's termination               
of employment, or (b) upon or after age 71 the                        
employee's termination of employment and commencement                 
of receipt of benefits accrued under the Enron Corp.                  
Cash Balance Plan, and (ii) with respect to a Director                
of the Company, with the consent of a majority of the                 
Board of Directors of the Company, termination of                     
service as a Director or Honorary Director after at                   
least five (5) years of continuous service, or upon or                
after the date the Director attains age 72."                          

AS AMENDED HEREBY, the Plan is specifically ratified and                        
reaffirmed.                                                                     

Date:  October 13, 1999            ENRON CORP.                                  

  By:  /s/ MARY K. JOYCE
    Mary K Joyce
  Title: Vice-President,
                 Compensation & Benefits

ATTEST:                                                                         

By: /s/ REBECCA C. CARTER                                                       
Title:                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/30/00
For Period End:		12/31/99		11-K,  U-3A-2,  U-3A-2/A
		10/13/99
		5/4/99		DEF 14A,  PRE 14A
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