-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tGOGx6qd+GxUJ6IXxJPkJriOYV2XJbA7M+0OYk43JtOmzlHL0piAhhxgd5jNRAEQ t3UccySkNeJlMYYB+3PGTQ== 0000821189-95-000012.txt : 19950823 0000821189-95-000012.hdr.sgml : 19950823 ACCESSION NUMBER: 0000821189-95-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950822 EFFECTIVENESS DATE: 19950910 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENRON OIL & GAS CO CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62005 FILM NUMBER: 95565924 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138536161 S-8 1 As filed with the Securities and Exchange Commission on August 22, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _________________ ENRON OIL & GAS COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 47-0684736 (I.R.S. Employer Identification No.) 1400 Smith Street Houston, Texas 77002-7369 (Address of principal executive offices, including zip code) _________________ ENRON OIL & GAS COMPANY 1992 STOCK PLAN (As Amended and Restated Effective December 14, 1994) (Full title of the plan) Dennis M. Ulak Vice President, General Counsel and Assistant Secretary 1400 Smith Street Houston, Texas 77002-7369 (Name and address of agent for service) (713) 853-5482 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed maximum Proposed maximum Amount of securities to be to be offering price aggregate Registration registered registered per share(1) offering price(1) Fee Common Stock, par value $.01 3,000,000 $20.69 $62,070,000 $21,403.45 (1) Estimated, solely for purposes of calculating the registration fee, in accordance with Rule 457(h) on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices of such stock reported in the consolidated reporting system on August 16, 1995. _________________ This registration statement is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of Common for sale under the Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994). The contents of the registrant's Form S-8 Registration Statement (No. 33-48358) relating to the same employee benefit plan are incorporated by reference in this registration statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, the contents of the registrant's Form S-8 Registration Statement (No. 33-48358) relating to the same employee benefit plan are incorporated by reference in this registration statement. Item 6 is amended and restated as set forth below. Item 6. Indemnification of Directors and Officers. Pursuant to the authority granted under Section 145 of Chapter 1 of Title 8 of the Delaware General Corporation Law, the Company adopted Article Eighth to its Restated Certificate of Incorporation which provides that: A. (1) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (I) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. (2) The foregoing provisions of this Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of this Restated Certificate of Incorporation. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article, a director shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Laws enacted that further limits the liability of a director. B. (1) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding ), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (2) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of the proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. (2) If a claim under paragraph B(1) of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enfore a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (3) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. (4) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. (5) If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer, employee and agent of the Corporation, and may nevertheless indemnify and hold harmless each employee and agent of the Corporation, as to costs, charges and expenses (including attorney's fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law. (6) For purposes of this Article, reference to the Corporation shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. The Company's officers and directors are also covered by insurance policies purchased by Enron Corp. that provide protection where the Company cannot legally indemnify a director or officer and where a claim arises under the Employee Retirement Income Security Act of 1974 against a director or officer based on an alleged breach or fiduciary duty or other wrongful act. The Company reimburses Enron Corp. for costs attributable to insurance policies for the Company's officers and directors. The following documents are filed as part of this registration statement, in accordance with General Instruction E to Form S-8: Exhibits. 4.1 Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(b) to the Company s Registration Statement on Form S-8, Registration No. 33-52201). 4.2 Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(c) to the Company s Registration Statement on Form S-8, Registration No. 33-58103). 4.3 Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994) (incorporated by reference to Exhibit A to the Company s Proxy Statement, dated March 27, 1995, with respect to the Company s 1995 Annual Meeting of Shareholders). *4.4 Form of Non-Qualified Stock Option Agreement. *23.1 Consent of Arthur Andersen LLP. *23.2 Consent of DeGolyer and MacNaughton. *24.1 Powers of Attorney of certain directors of the Company. *Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 22nd day of August, 1995. ENRON OIL & GAS COMPANY By: /s/ Walter C. Wilson Walter C. Wilson Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the dates indicated. Signature Title Date /s/ Forrest E. Hoglund Chairman of the Board, President, August 21, 1995 Forrest E. Hoglund Chief Executive Officer and Director (Principal Executive Officer) /s/ Walter C. Wilson Senior Vice President and August 21, 1995 Walter C. Wilson Chief Financial Officer (Principal Financial Officer) /s/ Ben B. Boyd Vice President and Controller August 21, 1995 Ben B. Boyd (Principal Accounting Officer) * Director Fred C. Ackman * Director Richard D. Kinder * Director Kenneth L. Lay * Director Edward Randall, III *By: /s/ Dennis M. Ulak August 21, 1995 Dennis M. Ulak Attorney-in-Fact EXHIBIT INDEX Sequentially Numbered Exhibit Description of Exhibit Page 4.1 Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(b) to the Company's Registration Statement on Form S-8, Registration No. 33-52201). 4.2 Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(c) to the Company's Registration Statement on Form S-8, Registration No. 33-58103). 4.3 Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994) (incorporated by reference to Exhibit A to the Company's Proxy Statement, dated March 27, 1995, with respect to the Company's 1995 Annual Meeting of Shareholders). *4.4 Form of Non-Qualified Stock Option Agreement 7 *23.1 Consent of Arthur Andersen LLP 10 *23.2 Consent of DeGolyer and MacNaughton 11 *24.1 Powers of Attorney of certain directors of the Company 12 *Filed herewith. EX-23.1 2 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the consolidated financial statements of Enron Oil & Gas Company dated February 17, 1995, included in Enron Oil & Gas Company's Form 10-K for the year ended December 31, 1994, and to all references to our Firm included in this registration statement. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Houston, Texas August 22, 1995 EX-23.2 3 EXHIBIT 23.2 August 10, 1995 Enron Oil & Gas Company 1400 Smith Street Houston, Texas 77002 Gentlemen: DeGolyer and MacNaughton hereby consents to the incorporation by reference in the Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on or about August 15, 1995, of the references to our firm and to the opinions delivered to Enron Oil & Gas Company (Company) relating to the comparison of estimates prepared by DeGolyer and MacNaughton to those furnished by the Company of proved oil, condensate, natural gas liquids, and natural gas reserves of certain selected properties owned by the Company. The opinions are contained in DeGolyer and MacNaughton's letter reports dated January 20, 1993, January 27, 1994, and January 13, 1995, for estimates as of January 1, 1993, January 1, 1994, and January 1, 1995, respectively, which are included in the section "Supplemental Information to Consolidated Financial Statements - Oil & Gas Producing Activities" in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. DeGolyer and MacNaughton also consents to the incorporation by reference in the Registration Statement on Form S-8 of its letter report dated January 13, 1995, addressed to the Company, which is included as Exhibit 23.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994. Very truly yours, /s/ DeGolyer and MacNaughton DeGOLYER and MacNAUGHTON EX-24.1 4 EXHIBIT 24.1 Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Enron Oil & Gas Company, a Delaware corporation (the "Company"), does hereby constitute and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H. Davis, respectively, and each of them, with full power of substitution, his true lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents or either of them may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of shares of Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered and sold by the Company from time to time pursuant to the Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the Company one or more Registration Statements on Form S-8, as the case may be, or any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to any such shares of Common Stock, and any instrument or document filed as part of, as an exhibit to, or in connection with said Registration Statements or amendments; and (ii) to register or qualify the shares of Common Stock for sale and to register or license the Company as a broker or dealer in the shares of Common Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the Company on any application, statement, petition, prospectus, notice or other instrument or document, or on any amendment thereto, or on any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying shares of Common Stock or registering or his own act and deed all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 15th day of August, 1995. Signed: /s/ Edward Randall, III Edward Randall, III Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Enron Oil & Gas Company, a Delaware corporation (the "Company"), does hereby constitute and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H. Davis, respectively, and each of them, with full power of substitution, his true lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents or either of them may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of shares of Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered and sold by the Company from time to time pursuant to the Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the Company one or more Registration Statements on Form S-8, as the case may be, or any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to any such shares of Common Stock, and any instrument or document filed as part of, as an exhibit to, or in connection with said Registration Statements or amendments; and (ii) to register or qualify the shares of Common Stock for sale and to register or license the Company as a broker or dealer in the shares of Common Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the Company on any application, statement, petition, prospectus, notice or other instrument or document, or on any amendment thereto, or on any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying shares of Common Stock or registering or his own act and deed all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 10th day of August, 1995. Signed: /s/ Fred C. Ackman Fred C. Ackman Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Enron Oil & Gas Company, a Delaware corporation (the "Company"), does hereby constitute and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H. Davis, respectively, and each of them, with full power of substitution, his true lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents or either of them may deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of shares of Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered and sold by the Company from time to time pursuant to the Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the Company one or more Registration Statements on Form S-8, as the case may be, or any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to any such shares of Common Stock, and any instrument or document filed as part of, as an exhibit to, or in connection with said Registration Statements or amendments; and (ii) to register or qualify the shares of Common Stock for sale and to register or license the Company as a broker or dealer in the shares of Common Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the Company on any application, statement, petition, prospectus, notice or other instrument or document, or on any amendment thereto, or on any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying shares of Common Stock or registering or his own act and deed all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 7th day of August, 1995. Signed: /s/ Kenneth L. Lay Kenneth L. Lay Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of Enron Oil & Gas Company, a Delaware corporation (the "Company"), does hereby constitute and appoint Walter C. Wilson, Dennis M. Ulak, and Angus H. Davis, respectively, and each of them, with full power of substitution, his true lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents or either of themmay deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of shares of Common Stock of the Company, $.01 par value (the "Common Stock"), to be offered and sold by the Company from time to time pursuant to the Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated Effective December 14, 1994), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the Company one or more Registration Statements on Form S-8, as the case may be, or any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to any such shares of Common Stock, and any instrument or document filed as part of, as an exhibit to, or in connection with said Registration Statements or amendments; and (ii) to register or qualify the shares of Common Stock for sale and to register or license the Company as a broker or dealer in the shares of Common Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the Company on any application, statement, petition, prospectus, notice or other instrument or document, or on any amendment thereto, or on any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying shares of Common Stock or registering or his own act and deed all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents, this 7th day of August, 1995. Signed: /s/ Richard D. Kinder Richard D. Kinder EX-4.4 5 EXHIBIT 4.4 ENRON OIL & GAS COMPANY P.O. Box 4362 Houston, Texas 77210-4362 NON-QUALIFIED STOCK OPTION AGREEMENT Agreement made as of the Grant Date, between ENRON OIL & GAS COMPANY, a Delaware corporation (the "Company"), and Employee Name ("Employee"). To carry out the purposes of the Enron Oil & Gas Company 1992 Stock Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and incorporated herein by reference as a part of this Option, by affording Employee the opportunity to purchase shares of the common stock of the Company ("Stock"), and in consideration of the mutual agreements and other terms and provisions set forth herein and in the Plan, the Company and Employee hereby agree as follows: 1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee the right and option ("Option") to purchase all or any part of an aggregate of 0,000 shares of Stock, on the terms and conditions set forth herein and in the Plan, the terms of which are incorporated as though fully stated herein. In the event of a conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. This Option shall not constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the exercise of this Option shall be $00.00 per share. 3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as herein provided, and subject to provisions of the Plan providing for the disposition of the Options upon the occurrence of certain transactions, this Option may be exercised, by written notice to the Company, at any time and from time to time after the date of grant hereof, but this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise ("vested shares"), in accordance with the following schedule: Percentage of Number of Full Years Shares Purchasable Less than 1 year . . . . . . . 0% 1 year . . . . . . . 25% 2 years . . . . . . . 50% 3 years . . . . . . . 75% 4 years and after. . . 100% This option is not transferable by Employee otherwise than by will or the laws of descent and distribution, and may be exercised only by Employee during Employee's lifetime and while Employee remains an employee of the Company, except that if Employee's Employment with the Company terminates because of death, Disability, Retirement or Involuntary Termination, Employee, Employee's estate or the person who acquires this Option by bequest or inheritance by reason of the death of Employee, may exercise the Option at any time during the period of twelve months following the date of Employee's death, Disability, Retirement or Involuntary Termination, up to the number of vested shares of Stock Employee was entitled to hereunder as of the date of such event resulting in Employee's termination less the number of shares of Stock previously purchased hereunder. Except as provided herein, this Option shall expire and no longer shallbe exercisable upon Employee's termination of Employment. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. This Option may be exercised in whole or in part from time to time by written request to the Company, attention of such officer as is then responsible for administering agreements of this nature. Payment in full, including applicable tax withholding amounts, by cashier's check payable to Enron Oil & Gas Company shall be made at the time of each exercise or, if Employee so elects and the Committee hereinafter referred to so permits, payment of the exercise price and any applicable tax withholding amounts may be made, in whole or in part, by delivery of a number of shares of Stock, other awards, other property or any combination thereof having a fair market value equal to such option price or part thereof; provided that the fair market value of Stock so delivered shall be equal to the closing price of the Stock as reported in the "NYSE -- Composite Transactions" section of the Midwest Edition of The Wall Street Journal on the date of actual receipt by the Company of the written notice exercising this Option or, if no prices are so reported on such day, on the last preceding day on which such prices of Stock are so reported. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the exercise price thereof; rather, Employee shall provide a cashier's check for such cash amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death or incapacity) shall not be or have any of the rights or privileges of a Stockholder of the Company with respect to shares acquirable upon an exercise of this Option. 4. LIMITATION OF EXERCISE. Notwithstanding anything to the contrary herein, if Employee is then an officer, director or Affiliate of the Company, this Option may not be exercised prior to the expiration of six months from the date of grant hereof. 5. STATUS OF STOCK. The Company intends to register for issue under the Securities Act of 1933, as amended (the "Act"), the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, delivery of shares of Stock acquirable upon exercise of this Option shall be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Employee (or the person permitted to exercise this Option in the event of Employee's death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. No sale or disposition of shares of Stock acquired upon exercise of this Option shall be made in the absence of an effective registration statement with respect to such shares under the Act unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Act or any other applicable securities laws is first obtained. In the event that Employee proposes to sell or otherwise dispose of shares of Stock in such a manner that an exemption from the registration requirements of the Act is unavailable for such sale or disposition, and upon request to the Company by Employee, the Company, at its sole cost and expense, shall cause a registration statement to be prepared and filed with respect to such sale or disposition by Employee and shall use its best efforts to have such registration statement declared effective, and, in connection therewith, shall execute and deliver such documents as shall be necessary, including, without limitation, agreements providing for indemnification of underwriters for any loss or damage incurred in connection with such sale or disposition. The certificates representing shares of Stock acquired under this Option may bear such legend as the Company deems appropriate, referring to the provisions of this Paragraph 5. 6. EMPLOYMENT RELATIONSHIP. Employee shall be considered to be in the Employment of the Company as long as Employee remains an employee of either the Company or an Affiliate of the Company. If the employer of the Employee ceases being an Affiliate of the Company for any reason, the employment of the Employee will be deemed to be terminated. Any question as to whether and when there has been a termination of such Employment, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final. 7. BINDING EFFECT. This agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by the Chairman, President and CEO, and Employee has executed this Agreement, effective as of the day and year first above written. ENRON OIL & GAS COMPANY By ________________________ Chairman, President and CEO ________________________ Employee -----END PRIVACY-ENHANCED MESSAGE-----