<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1999
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 47-0255140
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
-----------------
AMENDED AND RESTATED ENRON CORP. 1991 STOCK PLAN
(Full title of the plan)
REX R. ROGERS
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002
(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 Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered per share(1) offering price(1) registration fee
- -------------------------- -------------------- ------------------------- -------------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 10,000,000 $85.0625 $850,625,000 $236,474
Shares (2)
=============================================================================================================================
</TABLE>
(1) Estimated solely for purpose of calculating the registration fee (based
upon the average of the high and low prices of the Common Stock on the
New York Stock Exchange composite transactions reporting system on August
5, 1999.
(2) This Registration Statement shall also include any additional shares of
Common Stock issuable pursuant to the antidilution provisions of
the Plan.
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the Amended and Restated Enron Corp. 1991 Stock Plan. The contents
of the registrant's Form S-8 Registration Statements (Nos. 33-52768 and
333-82227) relating to the same employee benefit plan are incorporated by
reference in this registration statement.
<PAGE> 2
INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents are filed as part of this registration
statement, in accordance with General Instruction E to Form S-8:
EXHIBITS.
<TABLE>
<S> <C>
*3.1 - Amended and Restated Articles of Incorporation of Enron Corp. (Annex E to the Proxy
Statement/Prospectus included in Enron Corp.'s Registration Statement on Form S-4 - File No.
333-13791).
*3.2 - Articles of Merger of Enron Oregon Corp., an Oregon corporation, and Enron Corp., a Delaware
corporation (Exhibit 3.02 to Post-Effective Amendment No. 1 to Enron Corp.'s Registration Statement
on Form S-3 - File No. 33-60417).
*3.3 - Articles of Merger of Enron Corp., an Oregon corporation, and Portland General Corporation, an Oregon
corporation (Exhibit 3.03 to Post-Effective Amendment No. 1 to Enron Corp.'s Registration Statement
on Form S-3 - File No. 33-60417).
*3.4 - Bylaws of Enron Corp. (Exhibit 3.04 to Post-Effective Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.5 - Form of Series Designation for the Enron Convertible Preferred Stock (Annex F to the Proxy
Statement/Prospectus included in Enron's Registration Statement on Form S-4 - File No. 333-13791).
*3.6 - Form of Series Designation for the Enron 9.142% Preferred Stock (Annex G to the Proxy
Statement/Prospectus included in Enron's Registration Statement on Form S-4 - File No. 333-13791).
*3.7 - Form of Series Designation for the Enron Series A Junior Voting Convertible Preferred Stock (Exhibit
3.07 to Enron's Registration Statement on Form S-3 - File No. 333-44133).
*3.8 - Statement of Resolutions Establishing A Series of Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series A (Exhibit 4.01 to Enron's Form 8-K filed on January
26, 1999).
*3.9 Statement of Resolutions Establishing A Series of Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series B (Exhibit 4.02 to Enron's Form 8-K filed on January
26, 1999).
*4 - Enron Corp. 1991 Stock Plan, as amended and restated (Exhibit B, Enron Corp. Proxy Statement for 1999
Annual Meeting of Shareholders).
5 - Opinion of James V. Derrick, Jr., Esq., Executive Vice President and General Counsel of Enron Corp.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of DeGolyer and MacNaughton.
23.3 - The consent of James V. Derrick, Jr., Esq., is contained in his opinion filed as Exhibit 5 hereto.
24 - Powers of Attorney of certain directors of Enron Corp.
</TABLE>
- ------------------------------
* Incorporated by reference as indicated.
-2-
<PAGE> 3
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 11th day of August, 1999.
ENRON CORP.
By: /s/ RICHARD A. CAUSEY
---------------------------------
Richard A. Causey
Executive Vice President and
Chief Accounting 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 11th day of August,
1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ KENNETH L. LAY Chairman of the Board,
- --------------------------------- Chief Executive Officer and Director
Kenneth L. Lay (Principal Executive Officer)
/s/ RICHARD A. CAUSEY Executive Vice President and
- --------------------------------- Chief Accounting Officer
Richard A. Causey (Principal Accounting Officer)
/s/ ANDREW S. FASTOW Executive Vice President and
- --------------------------------- Chief Financial Officer
Andrew S. Fastow (Principal Financial Officer)
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
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C>
WENDY L. GRAMM * Director
- ---------------------------------
Wendy L. Gramm
KEN L. HARRISON* Director
- ---------------------------------
Ken L. Harrison
ROBERT K. JAEDICKE * Director
- ---------------------------------
Robert K. Jaedicke
CHARLES A. LeMAISTRE * Director
- ---------------------------------
Charles A. LeMaistre
REBECCA P. MARK * Director
- ---------------------------------
Rebecca P. Mark
JOHN MENDELSOHN * Director
- ---------------------------------
John Mendelsohn
JEROME J. MEYER* Director
- ---------------------------------
Jerome J. Meyer
JEFFREY K. SKILLING * Director, President and
- --------------------------------- Chief Operating Officer
Jeffrey K. Skilling
JOHN A. URQUHART * Director
- ---------------------------------
John A. Urquhart
JOHN WAKEHAM * Director
- ---------------------------------
John Wakeham
HERBERT S. WINOKUR, JR. * Director
- ---------------------------------
Herbert S. Winokur, Jr.
*By: /s/ REBECCA C. CARTER
- ---------------------------------
Rebecca C. Carter
Attorney-in-Fact
</TABLE>
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- -------- ----------------------
<S> <C>
*3.1 - Amended and Restated Articles of Incorporation of Enron Corp. (Annex E to the Proxy
Statement/Prospectus included in Enron Corp.'s Registration Statement on Form S-4 - File No.
333-13791).
*3.2 - Articles of Merger of Enron Oregon Corp., an Oregon corporation, and Enron Corp., a Delaware
corporation (Exhibit 3.02 to Post-Effective Amendment No. 1 to Enron Corp.'s Registration Statement
on Form S-3 - File No. 33-60417).
*3.3 - Articles of Merger of Enron Corp., an Oregon corporation, and Portland General Corporation, an Oregon
corporation (Exhibit 3.03 to Post-Effective Amendment No. 1 to Enron Corp.'s Registration Statement
on Form S-3 - File No. 33-60417).
*3.4 - Bylaws of Enron Corp. (Exhibit 3.04 to Post-Effective Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.5 - Form of Series Designation for the Enron Convertible Preferred Stock (Annex F to the Proxy
Statement/Prospectus included in Enron's Registration Statement on Form S-4 - File No. 333-13791).
*3.6 - Form of Series Designation for the Enron 9.142% Preferred Stock (Annex G to the Proxy
Statement/Prospectus included in Enron's Registration Statement on Form S-4 - File No. 333-13791).
*3.7 - Form of Series Designation for the Enron Series A Junior Voting Convertible Preferred Stock (Exhibit
3.07 to Enron's Registration Statement on Form S-3 - File No. 333-44133).
*3.8 - Statement of Resolutions Establishing A Series of Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series A (Exhibit 4.01 to Enron's Form 8-K filed on January
26, 1999).
*3.9 Statement of Resolutions Establishing A Series of Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series B (Exhibit 4.02 to Enron's Form 8-K filed on January
26, 1999).
*4 - Enron Corp. 1991 Stock Plan, as amended and restated (Exhibit B, Enron Corp. Proxy Statement for 1999
Annual Meeting of Shareholders).
5 - Opinion of James V. Derrick, Jr., Esq., Executive Vice President and General Counsel of Enron Corp.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of DeGolyer and MacNaughton.
23.3 - The consent of James V. Derrick, Jr., Esq., is contained in his opinion filed as Exhibit 5 hereto.
24 - Powers of Attorney of certain directors of Enron Corp.
</TABLE>
- ------------------------------
* Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 5
August 11, 1999
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Gentlemen:
As Executive Vice President and General Counsel of Enron Corp., an
Oregon corporation (the "Company"), I am familiar with the filing of a
registration statement on Form S-8 (the "Registration Statement") relating to a
proposed offering and sale of up to an aggregate of 10,000,000 shares (the
"Shares") of Common Stock, no par value ("Common Stock"), of the Company which
may be issued pursuant to the Company's 1991 Stock Plan, as amended and
restated (the "Plan").
Before rendering the opinions hereinafter set forth, I, or attorneys
on my legal staff acting under my direction, examined certain corporate records
of the Company, and such other certificates of officers of the Company,
documents and records as I or such attorneys deemed necessary or appropriate
for the purposes of this opinion.
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 (a) the Registration Statement has become effective under the Securities
Act of 1933, as amended, (b) the pertinent provisions of any state securities
laws, as may be applicable, have been complied with, and (c) the Shares are
issued and paid for in accordance with the terms of the Plan and any stock
option agreement pursuant to which such Shares are issued, 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
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated March 5, 1999
included in Enron Corp.'s Form 8-K dated March 18, 1999 and Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
August 11, 1999
<PAGE> 1
EXHIBIT 23.2
August 11, 1999
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 August 11, 1999, 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 17, 1997, January 13, 1998, and January
11, 1999, for estimates, as of December 31, 1996, December 31, 1997, and
December 31, 1998, 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, 1998, and in Note 18 to the Enron Corp. consolidated financial
statements included in Enron Corp.'s Form 10-K for the year ended December 31,
1998. DeGolyer and MacNaughton also consents to the incorporation by reference
in the Registration Statement of the firm's letter report, dated January 11,
1999, 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, 1998.
Very truly yours,
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 10th day of August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 10th day of August, 1999.
/s/ REBECCA P. MARK
-----------------------------
Rebecca P. Mark
<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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/s/ JOHN MENDELSOHN
-----------------------------
John Mendelsohn
<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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/s/ JEROME J. MEYER
-----------------------------
Jerome J. Meyer
<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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/s/ JEFFREY K. SKILLING
-----------------------------
Jeffrey K. Skilling
<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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/s/ JOHN A. URQUHART
-----------------------------
John A. Urquhart
<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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/s/ JOHN WAKEHAM
-----------------------------
John Wakeham
<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. 1991 Stock Plan, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter, 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 August, 1999.
/s/ HERBERT S. WINOKUR, JR.
-----------------------------
Herbert S. Winokur, Jr.
