<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
ENRON CORP.
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of
incorporation or organization)
47-0255140
(I.R.S. Employer
Identification No.)
1400 Smith Street
Houston, Texas 77002-7369
(Address of principal executive offices, including zip code)
---------------
THE ENRON CORP. RESTATED 1994 DEFERRAL PLAN
(Full title of the plan)
Rex R. Rogers
Vice President and Associate General Counsel
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
(Name and address of agent for service)
(713) 853-3069
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price Aggregate Amount of
Registered registered per share (1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares(2) $ 46.00 $ 4,600,000 $ 1,357
no par value
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE,
AS DETERMINED IN ACCORDANCE WITH RULE 457(h), FOR THE SHARES OF
REGISTRANT'S COMMON STOCK ISSUABLE PURSUANT TO THE PLAN.
(2) THIS REGISTRATION STATEMENT SHALL ALSO INCLUDE ANY ADDITIONAL
SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE ANTIDILUTION
PROVISIONS OF THE PLAN.
---------------
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Effective July 1, 1997, Enron Corp., a Delaware corporation
("Old Enron"), was reincorporated in Oregon by means of a merger with
and into Enron Oregon Corp., an Oregon corporation, which changed its
name to Enron Corp. upon consummation of the merger. Unless the
context otherwise requires, as used herein "Enron" refers to Enron
Corp., an Oregon corporation, and to Old Enron, its predecessor
Delaware corporation.
The following documents, which have been filed by Enron with
the Commission pursuant to the Exchange Act, are incorporated herein
by reference:
(a) Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997, September 30,
1997;
(c) Current Report on Form 8-K filed with the
Commission on July 15, 1997;
(d) Current Report on Form 8-K filed with the
Commission on August 29, 1997;
(e) Current Report on Form 8-K filed with the
Commission on September 17, 1997; and
(f) the description of Registrant's Common Stock
contained in the Registration Statement on Form 8-B filed on
July 2, 1997.
The following documents, which have been filed by Old Enron
with the Commission pursuant to the Exchange Act, are incorporated by
reference:
(a) Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(c) Current Report on Form 8-K dated March 17,
1997; and
(d) Current Report on Form 8-K dated June 5,
1997.
Each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
effective date of this Registration Statement, prior to the filing of
a post-effective amendment to this Registration Statement indicating
that all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as
so modified or superseded.
<PAGE> 3
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Articles of Incorporation, as
amended, of Enron Corp. contain the following provisions relating to
indemnification of directors and officers:
"1. Each person who was or is made a party to, 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 which 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, partner, trustee,
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, partner,
trustee, employee or agent or in any other capacity while serving as a
director, officer, partner, trustee, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Oregon Business Corporation Act, as the same exists
or may hereafter be amended (but, in the case of any such amendments,
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 serve in a capacity to which the above indemnification applies 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 for expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
Oregon Business Corporation Act 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 a written affirmation of the director or
officer's good faith belief that such director has met the standard of
conduct described in Oregon Revised Statutes Section 60.391 and of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately to be determined that such
director or officer is not entitled to be indemnified under this
Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the
Corporation not covered by the foregoing 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 VII
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
<PAGE> 4
brought to enforce 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 Oregon Business Corporation Act 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 shareholders) 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
Oregon Business Corporation Act, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel, or its shareholders) 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 Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, bylaw, agreement,
vote of shareholders 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 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 the power to indemnify such
person against such expense, liability or loss under the Oregon
Business Corporation Act."
Enron has purchased liability insurance policies covering its
directors and officers to provide protection where Enron 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 of fiduciary duly or other wrongful
act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Registrant with the Commission,
each of the following exhibits is filed herewith:
4.1 Amended and Restated Articles of Incorporation of
Enron (incorporated by reference to Annex E to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4, File No. 333- 13791).
4.2 Bylaws of Registrant, as currently in effect
(incorporated by reference to Exhibit 3.04 to Post Effective
Amendment No. 1 to Enron's Registration Statement on Form S-3,
File No. 33-60417).
4.3 The Enron Corp. Restated 1994 Deferral Plan, restated
as of August 11, 1997.
5.1 Opinion of James V. Derrick, Esq. regarding legality.
23.1 Consent of James V. Derrick, Esq. (set forth in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of DeGolyer and MacNaughton, independent
consulting petroleum engineers.
24.1 Powers of Attorney.
<PAGE> 5
UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE> 6
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 or amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on the 18th day of March, 1998.
ENRON CORP.
By: /s/ RICHARD A. CAUSEY
------------------------------
Richard A. Causey
Senior Vice President and
Chief Accounting and
Information Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement or amendment has been signed by the
following persons in the capacities indicated and on the 18th day of March,
1998.
POWER OF ATTORNEY
Signature Title
- --------- -----
/s/ KENNETH L. LAY Chairman of the Board and Chief
- ---------------------------- Executive Officer, Director
(Kenneth L. Lay) (Principal Executive Officer)
/s/ RICHARD A. CAUSEY Senior Vice President and Chief
- ---------------------------- Accounting and Information
(Richard A. Causey) Officer (Principal Accounting
Officer)
/s/ ANDREW S. FASTOW Senior Vice President, Finance
- ---------------------------- (Principal Financial Officer)
(Andrew S. Fastow)
ROBERT A. BELFER* Director
- ----------------------------
(Robert A. Belfer)
NORMAN P. BLAKE, JR.* Director
- ----------------------------
(Norman P. Blake, Jr.)
RONNIE C. CHAN* Director
- ----------------------------
(Ronnie C. Chan)
JOHN H. DUNCAN* Director
- ----------------------------
(John H. Duncan)
JOE H. FOY* Director
- ----------------------------
(Joe H. Foy)
WENDY L. GRAMM* Director
- ----------------------------
(Wendy L. Gramm)
KEN L. HARRISON* Director, Vice Chairman
- ----------------------------
(Ken L. Harrison)
<PAGE> 7
ROBERT K. JAEDICKE* Director
- ----------------------------
(Robert K. Jaedicke)
CHARLES A. LeMAISTRE* Director
- ----------------------------
(Charles A. LeMaistre)
JEROME J. MEYER* Director
- ----------------------------
(Jerome K. Meyer)
JEFFREY K. SKILLING* Director, President and Chief
- ---------------------------- Operating Officer
Jeffrey K. Skilling
JOHN A. URQUHART* Director, Vice Chairman
- ----------------------------
(John A. Urquhart)
JOHN WAKEHAM* Director
- ----------------------------
(John Wakeham)
CHARLS E. WALKER* Director
- ----------------------------
(Charls E. Walker)
BRUCE J. WILLISON* Director
- ----------------------------
(Bruce J. Willison)
HERBERT S. WINOKUR, JR.* Director
- ----------------------------
(Herbert S. Winokur, Jr.)
*By: /s/ PEGGY B. MENCHACA
- --------------------------------------------
(Peggy B. Menchaca)
( Attorney-in-fact for persons indicated )
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Enron (incorporated by reference to Annex E to the Proxy
Statement/Prospectus included in Enron's Registration Statement on Form S-4, File No. 333-13791).
4.2 Bylaws of Registrant, as currently in effect (incorporated by reference to Exhibit 3.04 to Post Effective
Amendment No. 1 to Enron's Registration Statement on Form S-3, File No. 33-60417).
4.3 The Enron Corp. Restated 1994 Deferral Plan, restated as of August 11, 1997.
5.1 Opinion of James V. Derrick regarding legality.
23.1 Consent of James V. Derrick (set forth in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of DeGolyer and MacNaughton, independent consulting petroleum engineers.
24.1 Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4.3
ENRON CORP.
1994 DEFERRAL PLAN
(RESTATED AS OF AUGUST 11, 1997)
Enron Corp. (the "Company") and other employing companies (any entity
which has adopted this plan) hereby establishes a non-qualified deferred
compensation program for certain of its employees as described herein. The
following shall constitute the terms of the Enron Corp. 1994 Deferral Plan (the
"Plan"), effective January 1, 1994 (the "Effective Date").
I. PURPOSE
To allow key employees and outside directors of Enron Corp. to reduce
current compensation and thereby reduce their current taxable income, earn an
attractive, tax-free rate of growth on monies deferred, and accumulate funds on
a tax-favored basis which can be used for retirement planning or other future
financial objectives.
II. ADMINISTRATION
2.1 Committee; Duties. This Plan shall be administered by a
Committee which shall consist of not more than three (3) persons appointed by
the Chief Executive Officer of the Company. Members of the Committee may be
Participants under this Plan. The Committee shall also have the authority to
make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan and decide or resolve any and all questions,
including interpretations of this Plan, as may arise in connection with the
Plan. The Committee shall have the sole discretionary authority and all powers
necessary to accomplish these purposes, including, but not by way of
limitation, the right, power, authority and duty:
a. To make rules, regulations and procedures for the
administration of the Plan which are not inconsistent with the terms and
provisions hereof, provided such rules, regulations and procedures are
evidenced in writing and copies thereof are delivered to the Company;
b. To construe and interpret all terms, provisions,
conditions and limitations of the Plan;
c. To correct any defect, supply any omission, construe any
ambiguous or uncertain provisions, or reconcile any inconsistency that may
appear in the Plan, in such manner and to such extent as it shall deem
expedient to carry the Plan into effect;
d. To employ and compensate such accountants, attorneys,
investment advisors and other agents and employees as the Committee may deem
necessary or advisable in the proper and efficient administration of the Plan;
e. To determine all questions relating to eligibility;
f. To determine the amount, manner and time of payment of any
benefits hereunder and to prescribe procedures to be followed by distributees
in obtaining benefits;
g. To prepare, file and distribute, in such manner as the
Committee determines to be appropriate, such information and material as is
required by the reporting and disclosure requirements of the Employee
Retirement Security Act of 1974, as amended;
h. And to make a determination as to the right of any person
to receive a benefit under the Plan.
<PAGE> 2
2.2 Agent. In the administration of this Plan, the Committee may,
from time to time, employ an agent and delegate to it such administrative
duties as it sees fit and may, from time to time, consult with counsel who may
be counsel to the Company.
2.3 Binding Effect of Decisions. The decision or action of the
Committee in respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons having any interest in the Plan and shall not be subject to appeal
except as provided in Section XIII.
2.4 Indemnity of Committee. The Company shall indemnify and hold
harmless the members of the Committee against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with respect to
this Plan, except in the case of gross negligence or willful misconduct by the
Committee or any of its members.
III. ELIGIBILITY
3.1 Participation. Key management and highly compensated
employees of the Company as determined by the Committee as well as outside
directors of Enron Corp. and participating subsidiaries are eligible to be
designated a participant ("Participant") under the Plan.
3.2 Minimum and Maximum Deferral. Each Participant may elect in
writing to defer up to 25% of his regular salary and/or up to 100% of his
long-term incentive payment and annual bonus payable in cash, subject to such
limits as the Company may establish from year to year and to the following Plan
provisions. Outside director Participants may defer up to 100% of fees
annually. The categories of compensation that may be deferred are compensation
received as base salary, payments made under the Enron Corp. Annual Incentive
Plan, payments made under the Enron Corp. Performance Unit Plan, or payments
made under any other eligible long-term incentive plan as designated by the
Committee. The minimum deferral for each category of compensation deferred
must be at least $2,000 for any deferral year.
3.3 Irrevocable Election. Elections to defer compensation shall
be irrevocable and shall be made prior to the first day of the calendar year
during which the compensation to be deferred shall be earned and payable,
except that, employees becoming newly eligible may elect within thirty (30)
days after eligibility for the Plan to defer compensation to be earned for
services performed in the balance of the year remaining after the date the
deferral election is made. Such newly eligible employees shall be deemed, for
all other Plan purposes, to have made the deferral election on the immediately
preceding December 31.
3.4 Suspension of Deferral Commitment. The Committee may, in its
sole discretion upon the Participant's written request, suspend the deferral of
his salary that would otherwise occur under the deferral election, if it finds
that the Participant has suffered a financial hardship. The suspension will
take effect only with respect to deferrals which have not already been credited
to his deferred compensation account. The Participant's written request for
suspension of salary deferrals must be filed with the Committee on or before
the 15th day preceding the regular payday on which he desires the suspension to
take effect.
3.5 Stock Option Deferral. Participants, designated by the
Committee, may make an advance written election to defer receipt of shares of
Enron Corp. common stock from the exercise of a stock option granted under a
stock plan sponsored by Enron Corp., 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 Corp. 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 Corp. common
stock. Dividend equivalents will be credited quarterly to the Participant's
Stock
<PAGE> 3
Option Deferral Account and treated as if reinvested in Enron Corp. 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 Corp. common stock.
3.6 Restricted Stock Deferral. Participants, designated by the
Committee, may make an advance written election to defer receipt of shares of
Enron Corp. common stock to be released according to a grant to them of
Restricted Shares under a stock plan sponsored by Enron Corp. 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
Restricted Stock 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
closing price of a share of Enron Corp. common stock as reported in the "NYSE -
Composite Transactions" section of the Midwest Edition of the Wall Street
Journal on the date the shares deferred otherwise would have been released to
the Participant or, of no prices are so reported on such day, on the last
preceding day on which such closing price was actually reported, and shall be
treated as if the amount of the deferral had purchased shares of Enron Corp.
common stock at such closing price. Such deferrals will be credited with
cumulative appreciation and/or depreciation based on the price of Enron Corp.
common stock. Dividend equivalents will be credited quarterly to the
Participant's Restricted Stock Deferral Account and treated as if reinvested in
Enron Corp. common stock. Payments from a Participant's Restricted Stock
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 Corp. common
stock.
IV. INVESTMENT CHOICES
Participants may choose to have their deferrals of compensation
treated as having been invested in two types of investment accounts. These are
not mutually exclusive choices. A percentage of the deferred compensation may
be allocated to either account or the entire deferral may be allocated to only
one account. However, the allocation is irrevocable and funds cannot be
transferred between the two accounts. The two accounts are:
4.1 Phantom Stock Account ("PSA"). Deferrals will be treated as
if they had purchased shares of Enron Corp. common stock at the closing stock
price on the date of deferral.
4.2 Flexible Deferral Account ("FDA"). Except in the first two
years after the Effective Date of the Plan, when the rate of return will be
set, deferrals will be treated as if they had been directed by Participants
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.
V. EARNINGS ON DEFERRALS
The Company shall establish a "Deferral Account" in the name of the
Participant on the books and records of the Company. The Account shall carry
the amount of the deferrals, as made, plus any earnings thereon, as a liability
of the Company to the Participant. A Deferral Account, PSA and/or 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.
5.1 Phantom Stock Account. Deferrals into the Participant's PSA
Deferral Account will be credited with cumulative appreciation and/or
depreciation based on the price of Enron Corp. common stock. Dividend
equivalents will be credited quarterly to the Participant's PSA Deferral
Account and treated as if reinvested in Enron Corp. common stock.
5.2 Flexible Deferral Account. Deferrals into the Participant's
FDA Deferral Account will earn and be credited monthly with a fixed annual
return of 9% (which is a monthly compounded rate of 0.720732%) during 1994 and
1995. Beginning in 1996 and thereafter, Participants will be asked to select
<PAGE> 4
investment funds for their account balances, and returns on Deferral Accounts
will be based upon the performance of the Participant's investment choices,
less an administrative fee. Investment options will include different levels
of risk and return such as growth, balanced asset and bond funds, fixed
interest accounts, etc.
5.3 Statement of Accounts. The Committee shall submit to each
Participant, within 120 days after the close of each plan year, a statement in
such form as the Committee deems desirable setting forth the balance to the
credit of such Participant in Participant's Deferral Account as of the last day
of the preceding plan year.
5.4 Change of FDA Elections. Before and after commencement of
benefit payments under the Plan, a Participant with deferred compensation
allocated to the FDA, may from time to time, but not more than once a month,
according to written procedures adopted by the Committee, change his investment
choices in the FDA.
5.5 Deferrals of Non-Employee Directors. In the event a
Participant, as a result of employment, business or professional interests of
such Participant or Participant's spouse, becomes subject to restrictions on
direct or indirect ownership of shares of Company stock arising from
participation in the Plan, and submits to the Committee a written opinion of
counsel in a form satisfactory to the Committee that the Participant's
continued participation in the Phantom Stock Account would be deemed to be a
material conflict of interest for business, employment or professional purposes
for the Participant or Participant's spouse, then at the written request to the
Committee by such Participant invoking the provisions of this Section 5.5, in a
format acceptable to the Committee, such Participant may elect to transfer the
Participant's credits in the Phantom Stock Account to a Flexible Deferral
Account as of the last day of the month in which such election is received by
the Committee, according to written procedures and guidelines established by
the Committee for such purpose.
VI. TIMING OF BENEFIT PAYMENTS
Participants may elect a lump sum payout or periodic annual payouts
from two years to 15 years following the event of retirement, disability, death
or termination (except for cause). The period of benefit payments must be
chosen at the time that the election to defer compensation is made and this
election is irrevocable. A lump sum payment may be elected for 1994 deferrals
or for any subsequent year of Plan participation. However, the length of a
multi-year payout may be elected only one time, and that annual payment period
shall apply to all subsequent deferrals for which a multi- year payout is
desired. Not-withstanding any provision in this Article VI, or elsewhere in
the Plan, with respect to Participants who are employed in states which impose
state income tax on Plan benefits, the Committee may determine the amount,
manner and/or time of payment of benefits under the Plan, including, but not
limited to, a requirement of at least a ten year minimum payout period for
Deferral Plan benefits.
VII. AMOUNT OF BENEFIT PAYMENTS
7.1 Phantom Stock Account. The Participant or his survivors will
have a choice at the start of the payout period as to the method of payment of
the account balance. The two methods of payment are the "PSA Method" and the
"Mid-Term Cost of Capital Method".
a. PSA Method. Under the PSA Method, the number of phantom
shares in the account at the beginning of the payout period will be treated as
if released in equal amounts over the payout period selected. The value of the
shares, and resulting payment amount, will be based on the closing price of
<PAGE> 5
Enron Corp. common stock on the Friday before the date of payment. Dividend
equivalents will be paid annually based on the number of phantom shares
remaining in the account.
b. Mid-Term Cost of Capital Method. Under the Mid-Term Cost
of Capital Method, the accumulated value of the shares (account balance) at the
beginning of the payout period will be paid in equal amounts over the payout
period selected. Interest on the declining balance will be paid annually based
on Enron's mid-term cost of capital, as established annually by the Committee.
If the PSA Method is chosen at the beginning of the payout period, the
Participant or his survivors may make one irrevocable election during the
payout period to change to the Mid-Term Cost of Capital Method. The
Participant cannot change from the Mid-Term Cost of Capital Method to the PSA
Method once payout has started.
7.2 Flexible Deferral Account. Payment of the account balance, as
of the beginning of the payout period, will be made in equal annual amounts
determined by dividing the account balance by the payout period selected.
Earnings/losses will be applied to the Deferral Account during the payout
period, based upon the investment choices made by the Participant or his
survivors. Earnings on the declining account balance will be paid annually.
Losses on the declining account balance will be deducted annually from the
remaining account balance and may 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.
VIII. PAYMENTS AND BENEFITS
8.1 Retirement Benefit. The Account balance shall be paid as
elected by the Participant, with payments commencing by February 15 of the
calendar year following Retirement. "Retirement" means, after attainment of
age 55 with at least 5 years of service, a Participant's termination of
employment and eligibility to receive benefits under the Enron Corp. Retirement
Plan.
8.2 Disability Benefit. The Account balance shall be paid as
elected by the Participant by February 15 of the calendar year following onset
of the Disability. "Disability" means a physical or mental condition of a
Participant resulting from a bodily injury or disease or mental disorder which:
a) renders a Participant incapable of continuing the further performance of his
normal employment activities with the Company and has been determined by the
Committee to be totally and permanently disabled for purposes of receiving
long-term benefits under a long-term disability plan maintained by the Company;
or b) renders a Director incapable of continuing the further performance of his
duties as a Director of the Board.
8.3 Termination Benefit. The Account balance shall be paid as
elected by the Participant in the event of termination, whether voluntary or
involuntary (except termination for cause), with payments commencing by
February 15 of the calendar year following Termination.
8.4 Termination for Cause. Upon a Participant's Termination for
Cause, the Participant shall be entitled to receive the elective deferred
compensation credited to the Account; however, no interest shall be credited to
the Account. If the termination is as the result of the Participant's fraud
against or theft from the Company, the damages sustained by the Company shall
be deducted from the amount payable under this Section 8.4. Payment shall be
made in a single sum by February 15 of the calendar year following the date of
Termination for Cause. The Participant shall have no further interest in the
Account upon such termination of service and such payment. "Termination for
Cause" shall mean termination of employment of Participant by the Company
because of (1) conviction of a felony relating to or in connection with the
Company or the Company's business; (2) willful refusal without proper legal
cause to perform duties and responsibilities of employment; or (3) willfully
engaging in conduct which the Participant has or reasonably should have reason
to know is or will be materially injurious to the Company. Such termination
shall be effected by notice thereof delivered by the Company to Participant and
shall be effective as of the date of such notice; provided, however, that if
(a) termination is because of Participant's willful refusal without proper
legal cause to perform any one or more of Participant's duties and
responsibilities and (b) within seven days following the date of such notice
Participant shall cease such refusal and shall use Participant's best efforts
to perform such duties and responsibilities, the termination shall not be
effective, and provided further, that the Company shall consult in good faith
with Participant and provide an opportunity for Participant to be heard prior
to the Company making a determination that any termination under (1), (2), or
(3) of this paragraph is Termination for Cause, and that failure to do so shall
not constitute Termination for Cause.
<PAGE> 6
8.5 Hardship Distribution. The Committee has the authority to
make or accelerate distributions on account of hardship. Participants must
petition the Committee in writing for such distribution, which may be granted,
in the sole discretion of the Committee, on account of unforeseeable
circumstances causing urgent and severe financial hardship for the Participant.
The types of circumstances which usually meet these criteria are accidents and
illnesses, large theft and fire losses, severe financial reversals, and large
personal judgments. The distribution amount shall be limited to a reasonable,
necessary amount to eliminate the hardship. Notwithstanding anything to the
contrary in this Section 8.5, hardship distribution from the Phantom Stock
Account shall not be allowed by any Participant who is subject to Section 16(b)
of the Securities Exchange Act of 1934.
8.6 Death Benefit. If death of the Participant should occur prior
to the commencement of any other benefits set forth in Section 8.1 - 8.4, the
Participant's beneficiary shall receive the Account balances as elected at the
time of the deferral election in lieu of any other benefits hereunder. If a
Participant dies after benefits have commenced on an installment basis, any
amounts unpaid pursuant to Section 8.1 - 8.4 shall be continued, in the manner
elected by the Participant, to the beneficiary. Interest will continue to be
paid on the Deferral Account during the period of distribution.
IX. BENEFICIARY DESIGNATION
9.1 Beneficiary Designation. Each Participant shall designate in
writing a legal or natural person as Beneficiary to whom benefits hereunder are
to be paid, if the Participant dies before receiving his entire Account. The
beneficiary designation may be changed by the Participant from time to time.
9.2 Amendments; Marital Status. If a Participant's compensation
is community property, any designation other than the spouse made by a
Participant then married shall not be valid or effective if any Beneficiary (or
combination thereof) is to receive more than fifty percent (50%) of such
Participant's aggregate benefits payable hereunder unless the spouse shall, in
a writing delivered to the Committee, approve such designation. Subject
thereto, any Beneficiary designation may be changed by a Participant by the
written filing of such change by a Participant by the written filing of such
change on a form prescribed by the Committee. The written designation of a new
Beneficiary will cancel all beneficiary designations previously filed.
9.3 No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
of a Participant die before the Participant, or before complete payment of all
amounts due hereunder, the Committee, in its discretion, may direct the Company
to pay the unpaid amounts to one or more of such Participant's relatives by
blood, adoption or marriage in any manner permitted by law which the Committee
considers to be appropriate, including but not limited to payment to the legal
representative or representatives of the estate of the last to die of
Participant and Participant's designated beneficiaries.
9.4 Incompetent. If, in the Committee's opinion, a Participant or
other person entitled to benefits under the Plan is under a legal disability or
is in any way incapacitated so as to be unable to manage his or her financial
affairs, then the Committee may, until claim is made by a conservator or other
person legally charged with the care of his or her person or of his estate,
direct the Company to make payment to a relative or friend of such person for
his benefit. Thereafter, any benefits under the Plan to which such Participant
or other person is entitled shall be paid to such conservator or other person
legally charged with the care of his person or his estate.
X. RIGHTS OF PARTICIPANTS
10.1 Participants as General Creditors. Compensation deferred shall
be part of the general assets of the Company. The Company shall not be
required to segregate, set aside or escrow the compensation deferred, nor
earnings credited thereon. With respect to benefits payable under this Plan,
the Participants shall have the status of general creditors of the Company.
Participants may look only to the Company and its general assets for payment of
the Account.
<PAGE> 7
10.2 Funding of Liabilities. In its sole discretion, the Company may
acquire insurance policies or other financial vehicles for the purpose of
providing future Company assets to meet its anticipated liabilities under this
Plan. Such policies or other investments, shall at all times be and remain
unrestricted general property and assets of the Company. Plan Participants
shall likewise have no rights, other than as general creditors, with respect to
such policies or other acquired assets.
XI. DEFERRED COMPENSATION TRUST
11.1 Establishment of Trust. Notwithstanding any other provision or
interpretation of this Plan, the Company shall establish a trust 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.
11.2 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.
11.3 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.
11.4 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.
XII. EFFECT ON OTHER BENEFITS
Participation in this Plan may affect the Participant's benefit under
other Enron Corp. Plans which are based on compensation.
12.1 Retirement Plan. Benefits under the existing Enron Corp.
Retirement Plan are based upon the Participant's actual earnings during the
five years prior to retirement. If the Participant is deferring salary during
the five years prior to retirement, Enron's existing Pension Program for Enron
Corp. Deferral Plan Participants provides additional pension benefits equal to
the difference between the amount of pension benefits that would have been paid
had compensation not been deferred under this Plan and the actual qualified
pension plan benefits. This also applies if the Participant is vested in the
Enron Corp. Retirement Plan and terminates for reasons other than retirement.
12.2 Savings Plan. Contributions which the Participant is entitled
to make to the Enron Corp. Savings Plan are based on a percentage of the
Participant's compensation. When electing to defer compensation under this
Plan, it will reduce the Participant's income used in determining the amount of
the Participant's compensation considered under the Savings Plan. Accordingly,
the maximum dollar amount which the Participant will be entitled to contribute
to the Savings Plan will be based on their compensation after deferral.
12.3 Employee Stock Ownership Plan (ESOP). Participation in the Plan
will impact the number of shares allocated to the Participant's ESOP accounts.
Shares are allocated to the Participant's account in part based on the
Participant's base salary. If the Participant has a salary deferral, the
determination of the amount of ESOP shares to be allocated to a Participant's
account will be based on their base salary after deferrals.
<PAGE> 8
XIII. CLAIMS PROCEDURE
13.1 Claim. Any claim by a Participant or his Beneficiary
(hereinafter "Claimant") for benefits shall be submitted to the Committee. The
Committee shall be responsible for deciding whether such claim is within the
scope provided by the Plan (a "Covered Claim") or is otherwise subject to
payment pursuant to the terms of any plan, and for providing full and fair
review of the decision on such claim. In addition, the Committee shall provide
a full and fair review in accordance with ERISA, including without limitation
Section 503 thereof.
13.2 Filing a Claim. Each Claimant or other interested person shall
file with the Committee such pertinent information as the Committee may
specify, and in such manner and form as the Committee may specify and provide,
and such person shall not have any rights or be entitled to any benefits or
further benefits hereunder, as the case may be, unless such information is
filed by the Claimant or on behalf of the Claimant. Each Claimant shall supply
at such times and in such manner as may be required, written proof that the
benefit is covered under the Plan. If it is determined that a Claimant has not
incurred a Covered Claim or if the Claimant shall fail to furnish such proof as
is requested, no benefits or no further benefits hereunder, as the case may be,
shall be payable to such Claimant.
13.3 Notice of Decision. Notice of a decision by the Committee with
respect to a Claim shall be furnished to the Claimant within ninety (90) days
following the receipt of the claim by the Committee (or within ninety (90) days
following the expiration of the initial ninety (90) day period, in a case where
there are special circumstances requiring extension of time for processing the
claim). If special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished by the Committee
to the Claimant prior to the expiration of the initial ninety (90) day period.
The notice of extension shall indicate the special circumstances requiring the
extension and the date by which the notice of decisions with respect to the
claim shall be furnished. Commencement of benefit payments shall constitute
notice of approval of a claim to the extent of the amount of the approved
benefit. If such claim shall be wholly or partially denied, such notice shall
be in writing and worded in a manner calculated to be understood by the
Claimant, and shall set forth: (1) the specific reason or reasons for the
denial; (2) specific reference to pertinent provisions of the Plan on which the
denial is based; (3) a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation of why such
material or information is necessary; and (4) an explanation of the Plan's
claims review procedure. If the Committee fails to notify the Claimant of the
decision regarding his claim in accordance with the "Claims Procedure"
provision, the claim shall be deemed denied and the Claimant shall then be
permitted to proceed with the claims review procedure provided herein.
13.4 Review of Claim. Within sixty (60) days following receipt by
the Claimant of notice of the claim denial, or within sixty (60) days following
the close of the ninety (90) day period referred to herein, or if the Committee
fails to notify the Claimant of the decision within such ninety (90) day
period, the Claimant may appeal denial of the claim by filing a written
application for review with the Committee. Following such request for review,
the Committee shall fully and fairly review the decision denying the claim.
Prior to the decision of the Committee, the Claimant shall be given an
opportunity to review pertinent documents and to submit issues and comments to
the Committee in writing. The decision of the Committee shall be made within
sixty (60) days following receipt by the Committee of the request for review
(or within one hundred and twenty (120) days after such receipt, in a case
where there are special circumstances requiring extension of time for reviewing
such denied claim). The Committee shall deliver its decision to the Claimant
in writing. If the decision on review is not furnished within the prescribed
time, the claim shall be deemed denied on review.
13.5 Final Decision. For all purposes under the Plan, the decision
with respect to a claim if no review is requested and the decision with respect
to a claim if review is requested shall be final, binding and conclusive on all
interested parties as to matters relating to the Plan.
<PAGE> 9
XIV. MISCELLANEOUS PROVISIONS
14.1 Non-assignability. Neither a Participant nor anyone claiming
through him shall have any right to commute, sell, assign, transfer or
otherwise convey the right to receive any payments hereunder, which payments
and the rights thereto hereby are expressly declared to be non-assignable and
non-transferable, nor shall any such right to receive payments hereunder be
subject to the claims of creditors of a Participant or anyone claiming through
him or to any legal, equitable, or other proceeding or process for the
enforcement of such claims.
14.2 Right of Offset. Pursuant to the following provisions of this
paragraph 14.2, the Company shall have a right to offset any benefit payable to
a Participant under this Plan by an amount of money owed by Participant to the
Company or subsidiary or claimed by the Company or subsidiary to be owed by
Participant, for which (a) the Company or subsidiary shall file a lawsuit
against Participant and (b) recover a judgment therefor. Upon the filing of
such a lawsuit by the Company or a subsidiary against the Participant while
benefits under the Plan are payable to Participant, benefits in the amount of
judgment claimed in the lawsuit will be suspended until either a judgment is
rendered in the lawsuit which is not subject to appeal, or the lawsuit is
dismissed and such dismissal is not subject to appeal. If a final judgment is
rendered in such lawsuit, then the party in whose favor the final judgment is
rendered shall be entitled to petition the court and recover from the other
party an amount of money equal to the reasonable costs and expenses of the
successful party, including the fees and expenses of counsel, and court costs.
14.3 Tax Withholding. Notwithstanding the provisions of Section XI,
the Company may withhold from any payment made by it under the Plan such amount
or amounts as may be required for purposes of complying with the tax
withholding or other provisions of the Internal Revenue Code of 1986 or the
Social Security Act or any state or local income or employment tax act or for
purposes of paying any estate, inheritance or other tax attributable to any
amounts payable hereunder.
14.4 Non-Secured Promise. The rights under this Plan of a
Participant and any person or entity claiming through him shall be solely those
of an unsecured, general creditor of the Company. Any insurance policy or
other asset acquired or held by the Company shall not be deemed to be held by
the Company for or on behalf of a Participant, or any other person, or to be
security for the performance of any obligations hereunder of the Company, but
shall, with respect to this Plan, be a general, unpledged, unrestricted asset
of the Company. No assets held by any trust established under Section XI shall
constitute security for the performance of any obligations hereunder.
14.5 Independent of Plan. Except as otherwise expressly provided
herein, this Plan shall be independent of, and in addition to, any other
employment agreement or employment benefit agreement or plan or rights that may
exist from time to time between the parties hereto. This Plan shall not be
deemed to constitute a contract of employment between the Company and a
Participant, nor shall any provision hereof restrict the right of the Company
to discharge a Participant, or restrict the right of a Participant to terminate
his employment with the Company.
14.6 Not a Contract of Employment. The terms and conditions of this
Plan shall not be deemed to constitute a contract of employment between the
Company or a subsidiary and the Participant, and the Participant (or
Participant's Beneficiary) shall have no rights against the Company or a
subsidiary except as may otherwise be specifically provided herein. Moreover,
nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of the Company or a subsidiary or to interfere with the
right of the Company or a subsidiary to discipline or discharge Participant at
any time.
14.7 Paragraph Headings. The Paragraph headings used in this Plan
are for convenience of reference only and shall not be considered in construing
this Plan.
14.8 Terms. Whenever any words are used herein in the masculine,
they shall be construed as though they were used in the feminine in all cases
where they would so apply; and wherever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.
<PAGE> 10
14.9 Validity. In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision had never been inserted
herein.
14.10 Responsibility for Legal Effect. Neither the Committee nor the
Company makes any representations or warranties, express or implied, or assumes
any responsibility concerning the legal, tax, or other implications or effects
of this Plan.
14.11 Committee Determinations Final. Each determination provided for
in the Plan shall be made in the absolute discretion of the Committee. Any
such determination shall be binding on all persons.
14.12 Amendment. The Company may in its sole discretion amend the
Plan from time to time. No such amendment shall adversely affect the rights of
any Participant or beneficiary with respect to benefits under the Plan related
to amounts previously deferred.
14.13 Termination of the Plan at the Company's Option.
Notwithstanding any other provision of this Plan, the Company may terminate
this Plan at any time if the Committee, in its sole and absolute discretion,
determines that any change in federal or state law, or judicial or
administrative interpretation thereof, has materially affected the Company's
cost of providing the benefits otherwise payable under this Plan, or for any
other reason whatsoever. Except with the consent of a Participant, no such
termination shall adversely affect the rights of any Participant or beneficiary
with respect to benefits under the Plan related to amount previously deferred.
Notwithstanding, payment of benefits accrued under the Plan shall not be
accelerated as a result of a Plan termination but shall continue to be paid in
the normal forms provided for in the Plan.
14.14 Adoption by Other Employing Companies. It is contemplated that
other corporations, associations, partnerships or proprietorships, with the
approval of Enron Corp., may adopt this Plan and thereby become an Employing
Company hereunder. Any such entity, whether or not presently existing, may
become, upon approval of Enron Corp., a party hereto by appropriate action of
its board of directors or noncorporate counterpart. Adoption of and
participation in the Plan by an Employing Company shall become effective only
when it has been consented to and accepted by Enron Corp. either by the
Directors or an agent or committee authorized by the Directors. An Employing
Company may terminate its participation in the Plan at any time by appropriate
action of its board of directors or equivalent governing authority and giving
notice in writing thereof to the Committee. In addition, the Directors may, in
their sole discretion, by appropriate action terminate an Employing Company's
participation in the Plan at any time by giving written notice thereof to the
Employing Company. The provisions of the Plan shall apply separately and
equally to each Employing Company and its employees in the same manner as is
expressly provided for Enron Corp. and its employees, except that the power to
appoint or otherwise affect the Committee or the Trustee and the power to amend
or terminate the Plan and Trust Agreement shall be exercised by Enron Corp.
alone. Nevertheless, any Employing Company may, with the consent of Enron
Corp., incorporate in its adoption agreement or in an amendment document
specific provisions relating to the operation of the Plan, and such provisions
shall become a part of the Plan as to such Employing Company only. Upon the
transfer or change of employment of a Participant with Enron Corp. or other
Employing Company to an affiliated employer of Enron Corp. (an employer in
which Enron Corp. has a direct or indirect ownership or proprietary interest,
as determined by the Committee) that is not an Employing Company, deferrals
elected by a Participant under the Plan shall cease as of such transfer or
change of employment, provided, however, for purposes of payments and benefits
as provided for under part VIII of the Plan, employment shall be deemed to
continue as long as such Participant is employed by an affiliated employer of
Enron Corp. Any Employing Company may, by appropriate action of its board of
directors or noncorporate counterpart, terminate its participation in the Plan.
Moreover, Enron Corp. may, in its discretion, terminate an Employing Company's
Plan participation at any time.
14.15 Successors, Acquisitions, Mergers, Consolidations. The terms
and conditions of this Plan and each Deferral Election shall inure to the
benefit of and bind the Company, the Participants, their successors, assigns,
and personal representatives. The terms successors and assigns as used herein
shall include any corporate or other business entity which shall include any
consolidation, purchase or
<PAGE> 11
otherwise, acquire all or substantially all of the business and assets of Enron
Corp. and successors of any such corporation or other business entity.
14.16 Controlling Law and Venue. The Plan shall be construed in
accordance with the laws of the State of Texas to the extent not preempted by
laws of the United States of America. Venue shall lie in Harris County, Texas.
Executed this 10th day of August, 1997, with the approval and authorization of
the Board of Directors.
ENRON CORP.
By: /s/ PHILIP J. BAZELIDES
-----------------------------
Philip J. Bazelides
Vice President,
Compensation & Benefits
Enron
ATTEST:
/s/ PEGGY B. MENCHACA
- --------------------------------
Peggy B. Menchaca
Vice President & Secretary
<PAGE> 12
FIRST AMENDMENT TO
ENRON CORP. 1994 DEFERRAL PLAN
(As Restated Effective August 11, 1997)
WHEREAS, Enron Corp. (the "Company") has heretofore adopted the Enron
Corp. 1994 Deferral Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has determined and
authorized that the Plan be amended;
NOW, THEREFORE, the Plan is amended as follows:
1. Effective January 1, 1998, Article VI of the Plan is deleted and the
following is inserted in its place:
"VI. Timing of Benefit Payments.
"6.1 Participant Elections. Participants may elect a lump sum
payout or periodic annual payouts from two years to 15 years following
the event of retirement, disability, death or termination (except for
cause). The period of benefit payments must be chosen at the time
that the election to defer compensation is made (an "Initial Payout
Election"). A lump sum payment may be elected for 1994 deferrals or
for any subsequent year of Plan participation. However, the length of
a multi-year payout may be elected only one time, and the annual
payment period shall apply to all subsequent deferrals for which a
multi-year payout is elected."
6.2 Change of Participant Elections.
A. Subject to the consent of the Committee and the
provisions of this Section 6.2, a Participant may change all of his or
her Initial Payout Election(s), other than a multi-year payout
election, on a form acceptable to the Committee (a "Revised Payout
Election"), which Revised Payout Election shall supersede and replace
all prior Initial Payout Elections previously made by the Participant
with respect to all deferrals under the Plan, except those deferrals
for which a multi-year payout election has been made; such Revised
Payout Election shall apply to the Participant's aggregate accounts of
deferral for which a multi-year payout election has not been made. In
such Revised Payout Election, the Participant may designate a
combination of lump sum and annual payments from 2 to 15 years
following the event of retirement, disability, death or termination
(except for cause) subject to approval of the Committee. If in the
Revised Payout Election, the Participant wishes to elect a multi-year
payout, and has previously made a multi-year payout election with
respect to a deferral under the Plan, the Participant's Revised Payout
Election will be restricted to the previous multi-year payout
election.
B. Subject to the consent of the Committee and the
provisions of this Section 6.2, from time to time, a Participant may
change a previous Revised Payout Election with a new Revised Payout
Election which shall supersede such previous election.
C. A Revised Payout Election shall not become effective
until one full calendar-tax year (Jan 1 - December 31) has expired
after such election has been received by the Committee, unless the
Committee in its sole discretion accelerates the effectiveness of such
Revised Payout Election. If a Revised Payout Election does not become
effective, the previous effective election of the Participant shall
control.
<PAGE> 13
6.3 Accelerated Distribution
Notwithstanding any other provision of the Plan, subject to the
consent of the Committee, a Participant may elect to receive, on a
form acceptable to the Committee, a single sum distribution of all or
a portion of the Participant's deferral accounts under the Plan,
subject to the following penalties: ten percent (10%) of the elected
distribution amount shall be forfeited and ninety percent (90%) of the
elected distribution amount shall be paid to the Participant; and the
Participant shall be suspended from participation in the Plan for
thirty six (36) calendar months from the date of such distribution.
All eligibility requirements must be met to reenter the Plan. The
account balance shall be determined as of the last day of the month
preceding the date on which the Committee receives the written request
of the Participant. If approved by the Committee, the amount payable
shall be paid in a single sum within sixty (60) days following the
receipt of the participant's written request by the Plan Committee."
2. Effective January 1, 1998, Section 7.1 of the Plan is deleted and the
following is inserted in its place:
"7.1 Phantom Stock Account.
A. With respect to deferral elections of a Participant for
calendar years prior to 1998, the Participant or his survivors will
have a choice at the start of the payout period as to the method of
payment of the account balance. The two methods of payment are the
"PSA Method" and the "Mid-Term Cost of Capital Method".
1). PSA Method. Under the PSA Method, the number of phantom
shares in the account at the beginning of the payout period
will be treated as if released in equal amounts over the
payout period selected. The value of the shares, and
resulting payment amount, will be based on the closing price
of Enron Corp. common stock on the Friday before the date of
payment. Dividend equivalents will be paid annually based on
the number of phantom shares remaining in the account.
2). Mid-Term Cost of Capital Method. Under the Mid-Term Cost
of Capital Method, the accumulated value of the shares
(account balance) at the beginning of the payout period will
be paid in equal amounts over the payout period selected.
Interest on the declining balance will be paid annually based
on Enron's mid-term cost of capital, as established annually
by the Committee. If the PSA Method is chosen at the
beginning of the payout period, the Participant or his
survivors may make one irrevocable election during the payout
period to change to the Mid-Term Cost of Capital Method. The
Participant cannot change from the Mid-Term Cost of Capital
Method to the PSA Method once payout has started.
Additionally, such a Participant or survivors may, subject to the
consent of the Committee, elect to receive payment of the
Participant's account balance in shares of Enron Corp. common stock on
the condition that such election is made and is approved by the
Committee before the Participant or survivors have an unconditional
right to receive payment.
B. For deferral elections of a Participant for calendar years
1998 and thereafter, the Participant or his survivors will have no
choice as to the method of payment of the account balance. Payment of
the account balance shall be in the form of shares of Enron Corp.
common stock according to the payout election of the Participant in
effect at the time payment of the account balance commences, provided,
however, a multi-year payout election shall be subject to adjustment
as determined in guidelines adopted by the Committee and reflected in
the Participant's deferral election agreement.
<PAGE> 14
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Date: October 13, 1997
ENRON CORP.
By: /s/ PHILIP J. BAZELIDES
---------------------------
Philip J. Bazelides
Vice President,
Compensation & Benefits
Enron
ATTEST:
/s/ PEGGY B. MENCHACA
- --------------------------------
Peggy B. Menchaca
Vice President & Secretary
<PAGE> 1
EXHIBIT 5.1
March 17, 1998
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Ladies and Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., an Oregon
corporation (the "Company"), I am familiar with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 100,000 shares (the "Shares") of
Common Stock, no par value ("Common Stock"), of the Company pursuant to The
Enron Corp. Restated 1994 Deferral Plan, restated as of August 11, 1997 (the
"Plan").
Before rendering my opinion, I, or other members of the legal
department acting under my supervision, examined certain corporate records of
the Company, including its Restated Articles of Incorporation, its Bylaws and
certain resolutions of the Board of Directors of the Company. I, or other
members of the legal department acting under my supervision also examined the
Registration Statement, together with the exhibits thereto, and such
certificates of officers of the Company, the Plan and other documents and
records as I have deemed necessary for the purposes of this opinion. As to
matters of fact relevant to the opinions expressed herein, and as to factual
matters arising in connection with our examination of corporate documents,
records and other documents and writings, we relied upon certificates and other
communications of corporate officers of the Company, without further
investigation as to the facts set forth therein.
Based upon the foregoing, I am of the opinion that the Shares to be
issued pursuant to the Plan have been validly authorized for issuance and, when
the Registration Statement has become effective under the Securities Act of
1933, as amended (the "Act"), and the Shares are issued and paid for in
accordance with the terms of the Plan, the Shares so issued will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder. For purposes of this opinion, I assume that the securities
to be issued pursuant to the Registration Statement will be issued in
compliance with all applicable state securities or Blue Sky laws.
Very truly yours,
/s/ JAMES V. DERRICK
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
February 17, 1997 included in Enron Corp.'s Form 8-K dated March 17, 1997 and
Form 10-K for the year ended December 31, 1996 and to all references to our
Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
March 13, 1998
<PAGE> 1
EXHIBIT 23.3
March 18, 1998
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S-8 (the Registration
Statement), to be filed with the Securities and Exchange Commission on or about
March 18, 1998, by Enron Corp., DeGolyer and MacNaughton (the firm) hereby
consents to the incorporation in said Registration Statement of the references
to the firm and to the opinions delivered to Enron Oil & Gas Company (the
Company) regarding the comparison of estimates prepared by the firm with those
furnished to it by the Company of the proved oil, condensate, natural gas
liquids, and natural gas reserves of certain selected properties owned by the
Company. The opinions are contained in the firm's letter reports dated January
13, 1995, January 22, 1996, and January 17, 1997, for estimates, as of January
1, 1995, December 31, 1995, and December 31, 1996, respectively. The opinions
are referred to in the section "Oil and Gas Exploration and Production
Properties and Reserves - Reserve Information" in Enron Corp.'s Annual Report
on Form 10-K for the year ended December 31, 1996, and in Note 19 to the Enron
Corp. consolidated financial statements included in Enron Corp.'s Form 10-K for
the year ended December 31, 1996. DeGolyer and MacNaughton also consents to
the incorporation by reference in the Registration Statement of the firm's
letter report, dated January 17,1997, addressed to the Company, which is
included as Exhibit 23.03 to Enron Corp.'s Annual Report on Form 10-K for the
year ended December 31, 1996.
/s/ DEGOLYER AND MACNAUGHTON
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 11th
day of March, 1998.
/s/ ROBERT A. BELFER
------------------------------
Robert A. Belfer
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 12th
day of March, 1998.
/s/ NORMAN P. BLAKE, JR.
---------------------------------
Norman P. Blake, Jr.
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 13th
day of March, 1998.
/s/ RONNIE C. CHAN
---------------------------------
Ronnie C. Chan
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 12th
day of March, 1998.
/s/ JOHN H. DUNCAN
-------------------------------
John H. Duncan
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 11th
day of March, 1998.
/s/ JOE H. FOY
---------------------------------
Joe H. Foy
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), her true and lawful attorney-in-fact and agent, for her and
on her behalf and in her name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set her hand this 11th
day of March, 1998.
/s/ WENDY L. GRAMM
---------------------------------
Wendy L. Gramm
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 18th
day of March, 1998.
/s/ KEN L. HARRISON
---------------------------------
Ken L. Harrison
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 11th
day of March, 1998.
/s/ ROBERT K. JAEDICKE
---------------------------------
Robert K. Jaedicke
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
12th day of March, 1998.
/s/ KENNETH L. LAY
---------------------------------
Kenneth L. Lay
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 12th
day of March, 1998.
/s/ CHARLES A. LeMAISTRE
---------------------------------
Charles A. LeMaistre
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 11th
day of March, 1998.
/s/ JEROME J. MEYER
---------------------------------
Jerome J. Meyer
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 12th
day of March, 1998.
/s/JEFFREY K. SKILLING
---------------------------------
Jeffrey K. Skilling
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares of
Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 12th
day of March, 1998.
/s/ JOHN A. URQUHART
---------------------------------
John A. Urquhart
<PAGE> 14
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 11th
day of March, 1998.
/s/ JOHN WAKEHAM
---------------------------------
John Wakeham
<PAGE> 15
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 14th
day of March, 1998.
/s/ CHARLS E. WALKER
---------------------------------
Charls E. Walker
<PAGE> 16
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 10th
day of March, 1998.
/s/ BRUCE G. WILLISON
---------------------------------
Bruce G. Willison
<PAGE> 17
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, to be offered pursuant to the Enron
Corp. 1994 Deferral Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 12th
day of March, 1998.
/s/ HERBERT S. WINOKUR, JR.
---------------------------------
Herbert S. Winokur, Jr.
