EXHIBIT 10.63(b)
FIRST AMENDMENT TO
ENRON OIL & GAS COMPANY 1996 DEFERRAL PLAN
WHEREAS, Enron Oil & Gas Company (the "Company") has heretofore adopted the Enron Oil & Gas
Company 1996 Deferral Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan is amended as follows:
1. New Section 3.5 and Section 3.6 are added to the end of Article III:
"3.5 Stock Option Deferral. Participants, designated by the Committee, may make an advance written election to
defer receipt of shares of Enron Oil & Gas Company common stock from the exercise of a stock option granted
under a stock plan sponsored by Enron Oil & Gas Company, when such exercise is made by means of a stock
swap using shares owned by the Participant. Elections to defer receipt of such shares shall be made pursuant to
guidelines established by the Committee, and the value of such shares shall be credited to a Stock Option
Deferral Account in a Participant's name who makes such an election. A deferral credited to a Participant's Stock
Option Deferral Account shall be in an amount equal to the number of shares deferred multiplied by the per share
exercise price of the exercised stock option, and shall be treated as if the amount of the deferral had purchased
shares of Enron Oil & Gas Company common stock at such per share exercise price. Such deferrals will be
credited with cumulative appreciation and/or depreciation based on the price of Enron Oil & Gas Company
common stock. Dividend equivalents will be credited quarterly to the Participant's Stock Option Deferral
Account and treated as if reinvested in Enron Oil & Gas Company common stock. Payments from a Participant's
Stock Option Deferral Account will be made subject to applicable provisions of the Plan and the Participant's
deferral election, on a form acceptable to the Committee. The Committee shall cause such payments to be made
in shares of Enron Oil & Gas Company common stock."
"3.6 Restricted Stock Deferral. Participants, designated by