ENRON OIL & GAS COMPANY 1992 STOCK PLAN
(As Amended and Restated Effective December 14, 1994)
WHEREAS, ENRON OIL & GAS COMPANY (the "Company") has heretofore adopted and maintains the
Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994) (the
WHEREAS, the Company desires to amend the Plan to revise the definition of "retirement";
NOW, THEREFORE the plan is amended as follows:
Paragraph (r) of Section 10 is rescinded and the following new paragraph (r) is inserted in its place:
"(r) "Retirement" shall mean with respect to an Employee of the Company or one of its subsidiaries, after
attainment of age 55 with at least 5 years of service, the Employee's termination of employment and eligibility to
receive benefits under the Enron Corp. Retirement Plan."
/s/ Angus H. Davis By: /s/ J. Chris Bryan
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Date: December 12, 1995.
ATTEST: ENRON OIL & GAS COMPANY