<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1994
Registration No. 33-
================================================================================
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)
DELAWARE 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)
___________________
ENRON CORP. SAVINGS PLAN
(Full title of the plan)
PEGGY B. MENCHACA
ENRON CORP.
VICE PRESIDENT AND SECRETARY
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
Copy to:
Jeffery A. Smisek
Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
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>
$10.50 Cumulative Second
Preferred Convertible
Stock, par value $1.00 500,000
shares $450.00 $225,000,000 $77,587
Interests of (2)
Participants
============================================================================================================
</TABLE>
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of
the same class, as determined in accordance with Rule 457(c).
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the employee benefit plan
described herein.
Pursuant to Rule 429, the Prospectus relating to this Registration Statement
also relates to Registration Statement Nos. 2-87352, 2-98949, 33-13397 and
33-34796.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the
Securities and Exchange Commission (the "Commission") by Enron Corp., a
Delaware corporation (the "Company"), and the Enron Corp. Savings Plan (the
"Plan") are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992;
(b) The Annual Report on Form 11-K of the Plan for the
year ended December 31, 1992;
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993;
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993;
(e) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993;
(f) The Company's Current Reports on Form 8-K filed with
the Commission on October 29, 1993, November 12,
1993, and February 4, 1994; and
(g) Description of the $10.50 Cumulative Second Preferred
Convertible Stock contained in Form 8-A filed with
the Commission on June 21, 1983.
All documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date of this
Registration Statement and 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 that 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Chapter 1 of Title 8 of the Delaware Code
provides that every corporation created under the provisions thereof shall have
the power to indemnify its directors, officers, employees and agents against
certain liabilities.
The Restated Certificate of Incorporation, as amended, of the
Company contains the following provisions relating to indemnification of
directors and officers:
-2-
<PAGE> 3
"1. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit.
2. (A) Each person who was or is made a
party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or
officer of the Corporation, is or was serving at the request
of the Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is alleged action in an official capacity as a director,
officer, employee or agent, or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (B) hereof, the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
(B) If a claim under paragraph 2(A) of
this Article XVI is not paid in full by the Corporation within
thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other
than an action brought to 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 Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
-3-
<PAGE> 4
(C) 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
Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise."
(D) 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 Delaware General Corporation Law."
The Company has purchased liability insurance policies
covering its directors and officers to provide protection where the Company
cannot legally indemnify a director or officer and where a claim arises under
the Employee Retirement Income Security Act of 1974 against a director or
officer based on an alleged breach of fiduciary duty or other wrongful act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1 -- Restated Certificate of Incorporation of Enron Corp., as amended (incorporated by reference to
Exhibit 4(d) to the Company's Registration Statement on Form S-3, Registration No. 33-50641, filed
October 15, 1993).
4.2 -- Bylaws of Enron Corp. (incorporated by reference to Exhibit 3.02 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990).
*4.3 -- Amended and Restated Enron Corp. Savings Plan.
5 -- The Company hereby undertakes to submit the Plan and any amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes required by the IRS in order to
qualify the Plan.
*23.1 -- Consent of Arthur Andersen & Co. regarding report included in Form 11-K.
*23.2 -- Consent of Arthur Andersen & Co. regarding reports included or incorporated by reference in
Form 10-K.
*23.3 -- Consent of DeGolyer and MacNaughton.
*23.4 -- Consent of Mir, Fox & Rodriquez, P.C.
*24 -- Powers of Attorney of certain directors of the Company.
</TABLE>
__________________
* Filed herewith.
UNDERTAKINGS
The undersigned 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act");
-4-
<PAGE> 5
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) 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 the Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 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 purposes of determining any liability under the 1933
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 the 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.
Insofar as indemnification for liabilities arising under the 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
-5-
<PAGE> 6
SIGNATURES
THE REGISTRANT. 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 14th day of February, 1994.
ENRON CORP.
By: JACK I. TOMPKINS
Jack I. Tompkins
Senior Vice President and
Chief Information, Administrative
and 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 14th day of February,
1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
KENNETH L. LAY Chairman of the Board,
---------------------------- Chief Executive Officer and Director
Kenneth L. Lay (Principal Executive Officer)
JACK I. TOMPKINS Senior Vice President and
---------------------------- Chief Information, Administrative
Jack I. Tompkins and Accounting Officer
(Principal Financial Officer)
KURT S. HUNEKE Vice President, Finance and Treasurer
---------------------------- (Principal Accounting Officer)
Kurt S. Huneke
WILLIAM A. ANDERS * Director
----------------------------
William A. Anders
ROBERT A. BELFER * Director
----------------------------
Robert A. Belfer
NORMAN P. BLAKE, JR. * Director
----------------------------
Norman P. Blake, Jr.
JOHN H. DUNCAN * Director
----------------------------
John H. Duncan
JOE H. FOY * Director
----------------------------
Joe H. Foy
</TABLE>
-6-
<PAGE> 7
<TABLE>
<S> <C>
WENDY L. GRAMM * Director
----------------------------
Wendy L. Gramm
ROBERT K. JAEDICKE * Director
----------------------------
Robert K. Jaedicke
RICHARD D. KINDER * Director, President and
---------------------------- Chief Operating Officer
Richard D. Kinder
CHARLES A. LEMAISTRE * Director
----------------------------
Charles A. Lemaistre
JOHN A. URQUHART * Director
----------------------------
John A. Urquhart
CHARLS E. WALKER * Director
----------------------------
Charls E. Walker
HERBERT S. WINOKUR, JR. * Director
----------------------------
Herbert S. Winokur, Jr.
*By: PEGGY B. MENCHACA
----------------------------
Peggy B. Menchaca
Attorney-in-Fact
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act
of 1993, as amended, the Enron Corp. Savings Plan 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 14th day of February, 1994.
ENRON CORP. SAVINGS PLAN
By: PAULA H. RIEKER
Paula H. Rieker
Member of the Administrative
Committee of the Enron Corp.
Savings Plan
-7-
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 -- Restated Certificate of Incorporation of Enron Corp., as amended
(incorporated by reference to Exhibit 4(d) to the Company's Registration
Statement on Form S-3, Registration No. 33-50641, filed October 15, 1993).
4.2 -- Bylaws of Enron Corp. (incorporated by reference to Exhibit 3.02 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990).
*4.3 -- Amended and Restated Enron Corp. Savings Plan.
5 -- The Company hereby undertakes to submit the Plan and any amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes required by the IRS in order to
qualify the Plan.
*23.1 -- Consent of Arthur Andersen & Co. regarding report included in Form 11-K.
*23.2 -- Consent of Arthur Andersen & Co. regarding reports included or incorporated by reference in Form 10-K.
*23.3 -- Consent of DeGolyer and MacNaughton.
*23.4 -- Consent of Mir, Fox & Rodriquez, P.C.
*24 -- Powers of Attorney of certain directors of the Company.
</TABLE>
__________________
* Filed herewith.
-8-
<PAGE> 1
EXHIBIT 4.3
ENRON CORP. SAVINGS PLAN
AS AMENDED AND RESTATED
Effective: January 1, 1994
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C> <C>
I - DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . I-1
II - PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . II-1
III - CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . III-1
IV - ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . IV-1
V - INVESTMENT OF FUNDS . . . . . . . . . . . . . . . . . . . V-1
VI - RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . VI-1
VII - DISABILITY BENEFITS . . . . . . . . . . . . . . . . . . . VII-1
VIII - SEVERANCE BENEFITS . . . . . . . . . . . . . . . . . . . . VIII-1
IX - DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . IX-1
X - TIME AND MANNER OF PAYMENT OF BENEFITS . . . . . . . . . . X-1
XI - WITHDRAWALS AND LOANS . . . . . . . . . . . . . . . . . . . XI-1
XII - ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . . . . XII-1
XIII - ADMINISTRATION OF FUNDS . . . . . . . . . . . . . . . . . XIII-1
XIV - TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . XIV-1
XV - FIDUCIARY PROVISIONS . . . . . . . . . . . . . . . . . . . XV-1
XVI - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . XVI-1
XVII - DISCONTINUANCE OF CONTRIBUTIONS,
TERMINATION AND MERGER OR CONSOLIDATION . . . . . . . . . . XVII-1
XVIII - ADOPTING EMPLOYERS . . . . . . . . . . . . . . . . . . . . XVIII-1
XIX - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . XIX-1
XX - TOP-HEAVY STATUS . . . . . . . . . . . . . . . . . . . . . XX-1
XXI - SECURITIES REGULATIONS . . . . . . . . . . . . . . . . . . XXI-1
</TABLE>
(i)
<PAGE> 3
ENRON CORP. SAVINGS PLAN
W I T N E S S E T H :
WHEREAS, ENRON CORP. and certain of its affiliates have heretofore
adopted the ENRON CORP. SAVINGS PLAN, hereinafter referred to as the "PLAN,"
for the benefit of their employees; and
WHEREAS, ENRON CORP. desires to restate the Plan and to amend the Plan
in several respects on behalf of itself and its affiliates whose employees are
covered by the Plan, intending thereby to provide an uninterrupted and
continuing program of benefits;
NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 1994, except as
otherwise indicated herein:
(ii)
<PAGE> 4
I.
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(1) ACCOUNTS: The total of the amounts credited to a Member's Before-Tax
Contribution Account, Company Contribution Account, After-Tax
Contribution Account and Rollover Account.
(2) ACT: The "Employee Retirement Income Security Act of 1974, as
amended."
(3) AFTER-TAX CONTRIBUTION ACCOUNT: An individual account for each Member
which is credited with his After-Tax Contributions and which is
credited (or debited) with such account's allocation of net income (or
net loss) of the Trust Fund.
(4) AFTER-TAX CONTRIBUTIONS: Contributions made to the Plan by the
Members in accordance with their elections pursuant to Section 3.2.
(5) BASE PAY: With respect to any Member, such Member's basic rate of
compensation for a month based upon the hourly pay rate, weekly
salary, established benefit rate, or similar unit of base compensation
applicable to such Member pursuant to the Company's regular payroll
accounting and determined as of the last day of such month. For
purposes of determining a Member's basic rate of compensation for a
month, elective contributions made on such Member's behalf that are
not included in his taxable income pursuant to any of sections 125,
402(a)(8), 402(h) or 403(b) of the Code shall be included and Base Pay
continuations under any severance plan or program of the Company shall
not be included. Notwithstanding the foregoing, the aggregate Base
Pay of any Member taken into account for purposes of the Plan for a
Plan Year shall be limited to $150,000 with such limitation to be:
(i) adjusted automatically to reflect any cost-of-living increases
authorized by section 401(a)(17) of the Code;
(ii) prorated for a Plan Year of less than twelve months and to the
extent otherwise required by applicable law; and
(iii) in the case of a Member who is either a five-percent owner of
the Company (within the meaning of section 416(i)(1)(A)(iii)
of the Code) or is one of the ten most Highly Compensated
Employees for the Plan Year and who has a spouse and/or lineal
descendants who are under the age of nineteen as of the end of
a Plan Year who receive Base Pay during such Plan Year,
prorated and allocated among such Member, his spouse and/or
lineal descendants under the age of
I-1
<PAGE> 5
nineteen based on the aggregate Base Pay for such Plan Year of
each such individual.
(6) BEFORE-TAX CONTRIBUTION ACCOUNT: An individual account for each
Member which is credited with the Before-Tax Contributions made by the
Company on such Member's behalf and which is credited (or debited)
with such account's allocation of net income (or net loss) of the
Trust Fund.
(7) BEFORE-TAX CONTRIBUTIONS: Contributions made to the Plan by the
Company on a Member's behalf in accordance with the Member's elections
to defer Base Pay under the Plan's qualified cash or deferred
arrangement as described in Section 3.1.
(8) BENEFIT COMMENCEMENT DATE: With respect to each Member or
beneficiary, the date such Member's or beneficiary's benefit is
processed for payment to him from the Trust Fund.
(9) CODE: The Internal Revenue Code of 1986, as amended.
(10) COMMENCEMENT DATE: The date on which an Employee first performs an
Hour of Service.
(11) COMMITTEE: The administrative committee appointed by Enron Corp. to
administer the Plan.
(12) COMPANY: Enron Corp. and any entity which has adopted the Plan
pursuant to the provisions of Article XVIII.
(13) COMPANY CONTRIBUTION ACCOUNT: An individual account for each Member
which is credited with the Company Matching Contributions made on such
Member's behalf and which is credited (or debited) with such account's
allocation of net income (or net loss) of the Trust Fund.
(14) COMPANY MATCHING CONTRIBUTIONS: Contributions made to the Plan by the
Company pursuant to Section 3.4.
(15) CONTROLLED ENTITY: Each corporation that is a member of a controlled
group of corporations, within the meaning of section 1563(a)
(determined without regard to sections 1563(a)(4) and 1563(e)(3)(C))
of the Code, of which the Company is a member, each trade or business
(whether or not incorporated) with which the Company is under common
control and each member of an affiliated service group, within the
meaning of section 414(m) of the Code, of which the Company is a
member.
(16) DIRECT ROLLOVER: A payment by the Plan to an Eligible Retirement Plan
specified by a Distributee.
(17) DISTRIBUTEE: A Member entitled to an Eligible Rollover Distribution.
In addition, a Member's surviving spouse or former spouse who is the
alternate payee under a qualified
I-2
<PAGE> 6
domestic relations order, as defined in section 414(p) of the Code, is
a Distributee with regard to the interest of such spouse or former
spouse in an Eligible Rollover Distribution.
(18) EFFECTIVE DATE: January 1, 1994, as to this restatement of the Plan.
(19) ELIGIBLE EMPLOYEE: Any Employee other than (A) an Employee whose
terms and conditions of employment are governed by a collective
bargaining agreement unless such agreement provides for his coverage
under the Plan, (B) any nonresident alien who has no United States
source income and (C) any Employee who is a Leased Employee.
(20) ELIGIBLE RETIREMENT PLAN: An individual retirement account described
in section 408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code or a qualified trust described in section
401(a) of the Code, that accepts a Distributee's Eligible Rollover
Distribution. However, in the case of an Eligible Rollover
Distribution to a surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.
(21) ELIGIBLE ROLLOVER DISTRIBUTION: Any distribution of all or any
portion of the Accounts of a Distributee, except that an Eligible
Rollover Distribution does not include: (A) any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of
the Distributee or the joint lives (or joint life expectancies) of the
Distributee and the Distributee's designated beneficiary, or for a
specified period of ten years or more; (B) any distribution to the
extent such distribution is required under section 401(a)(9) of the
Code; and (C) the portion of any distribution that is not includable
in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
(22) EMPLOYEE: Any individual employed by the Company and any Leased
Employee. United States citizens or residents who are employees of
certain foreign affiliates of Enron Corp. as may be designated from
time to time by Enron Corp. and identified as such a foreign affiliate
employer of such employees in an agreement under section 3121(l) of
the Code filed on behalf of Enron Corp. with the Internal Revenue
Service, shall be treated as Employees on the condition that
contributions under a funded plan of deferred compensation are not
provided by any other person or entity with respect to the
remuneration paid by the foreign affiliate.
(23) ENRON STOCK: The common stock of Enron Corp. or any other security
issued by Enron Corp. which is a "qualifying employer security" within
the meaning of section 407(d)(5) of the Act.
(24) EO&G STOCK: The common stock of Enron Oil & Gas Company.
(25) FUND: A portion of the Trust Fund which is invested in a specified
manner.
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<PAGE> 7
(26) HIGHLY COMPENSATED EMPLOYEE: Each Employee who performs services
during the Plan Year for which the determination of who is highly
compensated is being made (the "Determination Year") and who:
(A) is a five-percent owner of the Company (within the meaning of
section 416(i)(1)(A)(iii) of the Code) at any time during the
Determination Year or the twelve-month period immediately
preceding the Determination Year (the "Look- Back Year"); or
(B) receives compensation (within the meaning of section 415(c)(3)
of the Code, including elective or salary reduction
contributions to a cafeteria plan, cash or deferred
arrangement, or tax-sheltered annuity; "compensation" for
purposes of this Paragraph) in excess of $75,000 (with such
amount to be adjusted automatically to reflect any
cost-of-living adjustments authorized by section 414(q)(1) of
the Code) during the Look-Back Year; or
(C) receives compensation in excess of $50,000 (with such amount
to be adjusted automatically to reflect any cost-of- living
adjustments authorized by section 414(q)(1) of the Code)
during the Look-Back Year and is a member of the top 20% of
Employees for the Look-Back Year (other than Employees
described in section 414(q)(8) of the Code) ranked on the
basis of compensation received during the year; or
(D) is an officer (within the meaning of section 416(i) of the
Code) during the Look-Back Year and receives compensation in
the Look-Back Year greater than 50% of the amount in effect
under section 415(b)(1)(A) of the Code for the calendar year
in which the Look-Back Year begins; or
(E) is described in clauses (B), (C), or (D) above (after
modifying such clauses to substitute the Determination Year
for the Look-Back Year) and is one of the 100 Employees who
receives the most compensation from the Company or a
Controlled Entity during the Determination Year.
For purposes of the preceding sentence, (i) no more than 50 Employees
(or, if lesser, the greater of three Employees or 10% of the
Employees) shall be treated as officers, (ii) if no officer has
compensation in excess of 50% of the amount in effect under section
415(b)(1)(A) of the Code, then the highest-paid officer shall be
deemed to be a Highly Compensated Employee, (iii) all employers
aggregated with the Company under section 414(b), (c), (m), or (o) of
the Code shall be treated as a single employer, (iv) a former Employee
who had a separation year (generally, the Determination Year such
Employee separates from service) prior to the Determination Year and
who was an active Highly Compensated Employee for either such
separation year or any Determination Year ending on or after such
Employee's fifty-fifth birthday shall be deemed to be a Highly
Compensated Employee, and (v) the Committee may elect, in accordance
with the provisions of applicable Treasury Regulations, rulings and
notices, to make the Look-Back Year calculation for a Determination
Year on the basis of the calendar year ending
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<PAGE> 8
with or within the applicable Determination Year (or, in the case of a
Determination Year that is shorter than twelve months, the calendar
year ending with or within the twelve-month period ending with the end
of the applicable Determination Year). Further, if any individual is
a member of the family of a five-percent owner or of a Highly
Compensated Employee in the group consisting of the ten Highly
Compensated Employees paid the greatest compensation during the year,
then such individual shall not be considered a separate employee and
any compensation paid to such individual (and any applicable
contribution or benefit on behalf of such individual) shall be treated
as if it were paid to (or on behalf of) the five- percent owner or
Highly Compensated Employee. For purposes of the preceding sentence,
the term "family" means, with respect to any active or former
Employee, such Employee's spouse and lineal ascendants and descendants
and the spouses of such lineal ascendants and descendants. To the
extent that the provisions of this Paragraph are inconsistent or
conflict with the definition of a "highly compensated employee" set
forth in section 414(q) of the Code and the Treasury Regulations
thereunder, the relevant terms and provisions of section 414(q) of the
Code and the Treasury Regulations thereunder shall govern and control.
(27) HOUR OF SERVICE: Each hour for which an individual is directly or
indirectly paid, or entitled to payment, by the Company or a
Controlled Entity for the performance of duties or for reasons other
than the performance of duties.
(28) INVOLUNTARY TERMINATION: Termination of a Member's employment by the
Company due to business circumstances, layoff or corporate
reorganization (including, but not limited to division or office
closure or relocation). A Member's employment with the Company shall
in no event constitute an Involuntary Termination if the Member
voluntarily terminates such employment (whether by reason of
retirement or otherwise) or if such Member's employment is terminated
by the Company due to the Member's gross negligence or willful
misconduct in performance of the duties of his employment or his
commission of a felony or of a misdemeanor involving moral turpitude.
(29) LEASED EMPLOYEE: Any person who is not an employee of the Company or
a Controlled Entity but who performs services for the Company or a
Controlled Entity pursuant to an agreement (oral or written) between
the Company or a Controlled Entity and any leasing organization,
provided that such person has performed such services for the Company
or a Controlled Entity or for related persons (within the meaning of
section 144(a)(3) of the Code) on a substantially full-time basis for
a period of at least one year and such services are of a type
historically performed by the Company's or Controlled Entity's
employees in the Company's or Controlled Entity's field of business.
(30) MEMBER: Any individual who has met the eligibility requirements for
participation in the Plan and elected to participate in the Plan.
(31) NORMAL RETIREMENT DATE: The date a Member attains the age of
sixty-five.
(32) PERIOD OF SERVICE: Each period of an individual's Service commencing
on his Commencement Date or a Reemployment Commencement Date, if
applicable, and ending
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<PAGE> 9
on a Severance from Service Date. Notwithstanding the foregoing, a
period during which an individual is absent from Service by reason of
the individual's pregnancy, the birth of a child of the individual or
the placement of a child with the individual in connection with the
adoption of such child by the individual or for the purposes of caring
for such child for the period immediately following such birth or
placement shall not constitute a Period of Service between the first
and second anniversary of the first date of such absence.
(33) PERIOD OF SEVERANCE: Each period of time commencing on an
individual's Severance from Service Date and ending on a Reemployment
Commencement Date.
(34) PLAN: The Enron Corp. Savings Plan, as amended from time to time.
(35) PLAN YEAR: The twelve-consecutive month period commencing January 1
of each year.
(36) REEMPLOYMENT COMMENCEMENT DATE: The first date upon which an
individual performs an Hour of Service following a Severance from
Service Date.
(37) ROLLOVER ACCOUNT: An individual account for an Eligible Employee
which is credited with the Rollover Contributions of such Employee and
which is credited (or debited) with such account's allocation of net
income (or net loss) of the Trust Fund.
(38) ROLLOVER CONTRIBUTIONS: Contributions made by an Eligible Employee
pursuant to Section 3.9.
(39) SERVICE: The period of an individual's employment with the Employer
or a Controlled Entity.
(40) SEVERANCE FROM SERVICE DATE: The first date on which an individual
terminates his Service following his Commencement Date or a
Reemployment Commencement Date, if applicable. Notwithstanding the
foregoing, the Severance from Service Date of an individual who is
absent from Service by reason of the individual's pregnancy, the birth
of a child of the individual or the placement of a child with the
individual in connection with the adoption of such child by the
individual or for purposes of caring for such child for the period
immediately following such birth or placement shall be the second
anniversary of the first date of such absence.
(41) TELEPHONE PROCEDURES: The procedures established by the Committee
pursuant to which a Member may effect contribution and investment
changes by telephone.
(42) TRUST: The trust established under the Trust Agreement to hold and
invest contributions made under the Plan, and income thereon, and from
which the Plan benefits will be distributed.
(43) TRUST AGREEMENT: The agreement entered into between Enron Corp. and
the Trustee establishing the Trust.
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<PAGE> 10
(44) TRUST FUND: The funds and properties held pursuant to the provisions
of the Trust Agreement for the use and benefit of the Members,
together with all income, profits and increments thereto.
(45) TRUSTEE: The trustee or trustees qualified and acting under the Trust
Agreement at any time.
(46) VALUATION DATES: Each business day shall constitute a Valuation Date.
(47) VESTED INTEREST: The portion of a Member's Accounts which, pursuant
to the Plan, is nonforfeitable.
(48) VESTING SERVICE: The measure of service used in determining a
Member's Vested Interest as determined pursuant to Section 8.3.
1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in
the singular shall be considered to include the plural and the plural to
include the singular. The masculine gender, where appearing in this Plan,
shall be deemed to include the feminine gender.
1.3 HEADINGS. The headings of Articles and Sections herein are
included solely for convenience and if there is any conflict between such
headings and the text of the Plan, the text shall control.
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<PAGE> 11
II.
PARTICIPATION
Any Eligible Employee shall be eligible to become a Member upon the
first day of the first month coincident with or next following such Eligible
Employee's Commencement Date or Reemployment Commencement Date.
Notwithstanding the foregoing:
(a) an Eligible Employee who was a Member of the Plan on the
day prior to the Effective Date shall remain a Member of this
restatement thereof as of the Effective Date;
(b) an Eligible Employee who was a Member of the Plan, or who
was eligible to become a Member of the Plan, prior to a termination of
employment shall be eligible to remain or become a Member immediately
upon his reemployment as an Eligible Employee; and
(c) a Member who ceases to be an Eligible Employee but
remains an Employee shall continue to be a Member but, on and after
the date he ceases to be an Eligible Employee, he shall no longer be
entitled to defer Base Pay hereunder, to share in allocations of
Company Contributions or to contribute to the Plan unless and until he
shall again become an Eligible Employee.
Membership in the Plan is voluntary. Any Eligible Employee may become a Member
upon the date on which he first becomes eligible by making a Before-Tax
Contribution election (and related Base Pay reduction agreement) or After-Tax
Contribution election in accordance with the Telephone Procedures or other
procedures prescribed by the Committee. Any Eligible Employee who does not
become a Member upon the date on which he first becomes eligible may become a
Member on the first day of any subsequent month by making a a Before-Tax
Contribution election (and related Base Pay reduction agreement) or After-Tax
Contribution election in accordance with the Telephone Procedures or other
procedures prescribed by the Committee.
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III.
CONTRIBUTIONS
3.1 BEFORE-TAX CONTRIBUTIONS.
(a) A Member may elect to defer an integral percentage from
1% to 14% (or, with respect to a Member who is a Highly Compensated Employee,
such lesser percentage as may be prescribed from time to time by the Committee)
of his Base Pay for a Plan Year by having the Company contribute the amount so
deferred to the Plan. Base Pay for a Plan Year not so deferred by such
election shall be received by such Member in cash. A Member's election to
defer an amount of his Base Pay pursuant to this Section shall be made by a
Base Pay reduction agreement pursuant to which the Member authorizes the
Company to reduce his Base Pay in the elected amount and the Company, in
consideration thereof, agrees to contribute an equal amount to the Plan. The
reduction in a Member's Base Pay for a Plan Year pursuant to his election under
a Base Pay reduction agreement shall be effected by Base Pay reductions as of
each payroll period within such Plan Year following the effective date of such
agreement. The amount of Base Pay elected to be deferred by a Member for a
Plan Year pursuant to this Section shall become a part of the Before-Tax
Contributions made by the Company on the Member's behalf for such Plan Year.
(b) In restriction of the Members' elections provided in
Paragraph (a) above, the Before-Tax Contributions and the elective deferrals
(within the meaning of section 402(g)(3) of the Code) under all other plans,
contracts and arrangements of the Company on behalf of any Member for any
calendar year shall not exceed $7,000 (with such amount to be adjusted
automatically to reflect any cost-of-living adjustments authorized by section
402(g)(5) of the Code), reduced by any "excess deferrals" from other plans
allocated to the Plan by March 1 of the next following calendar year within the
meaning of, and pursuant to the provisions of, section 402(g)(2) of the Code.
(c) In further restriction of the Members' elections provided
in Paragraph (a) above, it is specifically provided that one of the "actual
deferral percentage" tests set forth in section 401(k)(3) of the Code and the
Treasury Regulations thereunder must be met in each Plan Year. If multiple use
of the alternative limitation (within the meaning of section 401(m)(9) of the
Code and Treasury Regulation Section 1.401(m)-2(b)) occurs during a Plan Year
such multiple use shall be corrected in accordance with the provisions of
Treasury Regulation Section 1.401(m)-2(c); provided, however, that the "actual
contribution percentages" of all Highly Compensated Employees participating in
the Plan shall be reduced, and the excess contributions distributed, in
accordance with the provisions of Section 3.8 and applicable Treasury
Regulations so that there is no such multiple use.
(d) If the restrictions set forth in Paragraph (c) above
would not otherwise be met for any Plan Year, the Base Pay deferral elections
made pursuant to Paragraph (a) above of Members who are Highly Compensated
Employees may be reduced by the Committee on a temporary and prospective basis
in such manner as the Committee shall determine.
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<PAGE> 13
(e) As of the last day of each month, the Company shall
contribute, as Before-Tax Contributions with respect to each Member, an amount
equal to the amount of Base Pay elected to be deferred, pursuant to Paragraphs
(a) above (as adjusted pursuant to Paragraph (d) above), by such Member during
such month. Such contributions, as well as the contributions pursuant to
Sections 3.2 and 3.4 shall be made without regard to current or accumulated
profits of the Company. Notwithstanding the foregoing, the Plan is intended to
qualify as a profit sharing plan for purposes of sections 401(a), 402, 412 and
417 of the Code.
3.2 AFTER-TAX CONTRIBUTIONS. A Member may contribute to the Plan, as
his After-Tax Contributions, an integral percentage of his Base Pay which, when
added to the integral percentage of his Base Pay for such Plan Year designated
as Before-Tax Contributions, does not exceed 14% (or, with respect to a Member
who is a Highly Compensated Employee, such lesser percentage as may be
prescribed from time to time by the Committee). After-Tax Contributions shall
be made by authorizing the Company to withhold such contributions from the
Member's Base Pay as of each payroll period. If the restrictions set forth in
Section 3.5 would not otherwise be met for any Plan Year, the After-Tax
Contribution elections of Members who are Highly Compensated Employees may be
reduced by the Committee on a temporary and prospective basis in such manner as
the Committee shall determine.
3.3 BEFORE-TAX AND AFTER-TAX CONTRIBUTION CHANGES. A Member may
change the amount of, suspend or resume his Before Tax Contributions or his
After-Tax Contributions (within the applicable percentage limits set forth in
Sections 3.1 and 3.2 above) effective as of the first day of any month by
executing and delivering to the Committee the form prescribed by the Committee
at the time prescribed by the Committee or by communicating such change
election in accordance with the Telephone Procedures.
3.4 COMPANY MATCHING CONTRIBUTIONS.
(a) For each month, the Company shall contribute, out of its
current or accumulated earnings and profits, as Company Matching Contributions
on behalf of each Member who has completed less than 10 years of Vesting
Service, an amount which equals 100% of the sum of Before-Tax Contributions
which were made pursuant to Section 3.1 on behalf of such Member and After-Tax
Contributions made pursuant to Section 3.2 by such Member during such month and
which were not in excess of 6% of such Member's Base Pay for such month.
(b) For each month, the Company shall contribute, out of its
current or accumulated earnings and profits, as Company Matching Contributions
on behalf of each Member who has completed 10 or more years of Vesting Service,
an amount which equals 100% of the sum of the Before-Tax Contributions made
pursuant to Section 3.1 on behalf of such Member during such month and the
After-Tax Contributions made pursuant to Section 3.2 by such Member during such
month and which were not in excess of 8% of each such Member's Base Pay for
such month.
(c) If current or accumulated earnings and profits on any
contribution date are not sufficient to permit the Company to make such
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<PAGE> 14
contributions, the Company may make such contributions at a subsequent time
when current or accumulated earnings and profits are sufficient.
(d) Paragraphs (a) through (c) above notwithstanding, Company
Matching Contributions (which were temporarily suspended commencing January 1,
1987) shall remain suspended until formally resumed by resolution adopted by
Enron Corp.
3.5 RESTRICTIONS ON COMPANY MATCHING CONTRIBUTIONS AND AFTER-TAX
CONTRIBUTIONS. In restriction of the Company Matching Contributions and
After-Tax Contributions hereunder, it is specifically provided that one of the
"actual contribution percentage" tests set forth in section 401(m) of the Code
and the Treasury Regulations thereunder must be met in each Plan Year. The
Committee may elect, in accordance with applicable Treasury Regulations, to
treat Before-Tax Contributions to the Plan as Company Matching Contributions
for purposes of meeting this requirement.
3.6 PAYMENTS TO TRUSTEE. Contributions under the Plan shall be paid
by the Company directly to the Trustee as soon as practicable. On or about the
date of any such payment, the Committee shall be informed as to the amount of
such payment.
3.7 RETURN OF CONTRIBUTIONS. Anything to the contrary herein
notwithstanding, the Company's contributions to the Plan are contingent upon
the deductibility of such contributions under section 404 of the Code. To the
extent that a deduction for contributions is disallowed, such contributions
shall, upon the written demand of the Company, be returned to the Company by
the Trustee within one year after the date of disallowance, reduced by any net
losses of the Trust Fund attributable thereto but not increased by any net
earnings of the Trust Fund attributable thereto. Moreover, if Company
contributions are made under a mistake of fact, such contributions shall, upon
the written demand of the Company, be returned to the Company by the Trustee
within one year after the payment thereof, reduced by any net losses of the
Trust Fund attributable thereto but not increased by any net earnings of the
Trust Fund attributable thereto.
3.8 DISTRIBUTION OF EXCESS CONTRIBUTIONS.
(a) Anything to the contrary herein notwithstanding, any
Before-Tax Contributions to the Plan for a calendar year on behalf of a Member
in excess of the limitations set forth in Section 3.1(b) shall be distributed
to such Member not later than April 15 of the next following calendar year.
(b) Anything to the contrary herein notwithstanding, if, for
any Plan Year, the aggregate Before-Tax Contributions made by the Company on
behalf of Highly Compensated Employees exceeds the maximum amount of Before-Tax
Contributions permitted on behalf of such Highly Compensated Employees pursuant
to Section 3.1(c) (determined by reducing Before-Tax Contributions on behalf of
Highly Compensated Employees in order of the "actual deferral percentages" (as
that term is defined in section 401(k)(3)(B) of the Code and the Treasury
Regulations thereunder) beginning with the highest of such percentages), such
excess shall be distributed to the Highly Compensated Employees on whose behalf
such excess was contributed
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<PAGE> 15
before the end of the next following Plan Year. For purposes of this
Paragraph, the determination and correction of excess Before- Tax Contributions
of a Member whose actual deferral percentage is determined under the family
aggregation rules of sections 401(k) and 414(q) of the Code shall be made in
accordance with the provisions of such sections and the Treasury Regulations
thereunder.
(c) Anything to the contrary herein notwithstanding, if, for
any Plan Year, the sum of the aggregate Company Matching Contributions and
After-Tax Contributions allocated to the Accounts of Highly Compensated
Employees exceeds the maximum amount of such Company Matching Contributions and
After-Tax Contributions permitted on behalf of such Highly Compensated
Employees pursuant to Section 3.5 (determined by reducing After-Tax
Contributions made by, and Company Matching Contributions made on behalf of,
Highly Compensated Employees in order of the "contribution percentages" (as
that term is defined in section 401(m)(3) of the Code and Treasury Regulations
thereunder) beginning with the highest of such percentages), such excess shall
be distributed to the Highly Compensated Employees on whose behalf such excess
contributions were made or who made such excess contributions, as applicable,
(or, if such excess contributions are forfeitable, they shall be forfeited)
before the end of the next following Plan Year. For purposes of this
Paragraph, the determination and correction of excess Company Matching
Contributions and After-Tax Contributions allocated to the Accounts of a Member
whose contribution percentage is determined under the family aggregation rules
of sections 401(m) and 414(q) of the Code shall be made in accordance with the
provisions of such sections and the Treasury Regulations thereunder. Company
Matching Contributions shall be forfeited pursuant to this Paragraph only if
distribution of all vested Company Matching Contributions is insufficient to
meet the requirements of this Paragraph. If vested Company Matching
Contributions are distributed to a Member and nonvested Company Matching
Contributions remain credited to such Member's Accounts, such nonvested Company
Matching Contributions shall vest at the same rate as if such distribution had
not been made.
(d) In coordinating excess contributions pursuant to this
Section, such excess contributions shall be treated in the following order:
(1) first, excess deferrals described in Paragraph
(a) above shall be distributed;
(2) second, excess Before-Tax Contributions
described in Paragraph (b) above which are not considered in
determining the amount of Company Matching Contributions pursuant to
Section 3.4 shall be distributed;
(3) third, excess Before-Tax Contributions described
in Paragraph (b) above which are considered in determining the amount
of Company Matching Contributions pursuant to Section 3.4 shall be
distributed, and the Company Matching Contributions with respect to
such Before-Tax Contributions shall be forfeited;
(4) fourth, excess After-Tax Contributions described
in Paragraph (c) above which were made pursuant to Section 3.2 and
which are not considered in
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<PAGE> 16
determining the amount of Company Matching Contributions pursuant to
Section 3.4 shall be distributed;
(5) fifth, After-Tax Contributions described in
Paragraph (c) above which were made pursuant to Section 3.2 and which
are considered in determining the amount of Company Matching
Contributions pursuant to Section 3.4 shall be distributed and the
Company Matching Contributions with respect to such After-Tax
Contributions shall be forfeited; and
(6) sixth, excess Company Matching Contributions
described in Paragraph (c) above shall be distributed (or, if
forfeitable, forfeited).
(e) Any distribution or forfeiture of excess deferrals or
excess contributions pursuant to the provisions of this Section shall be
adjusted for income or loss allocated thereto in accordance with the provisions
of Section 4.3 through the Valuation Date next preceding the date of the
distribution or forfeiture. Any forfeiture pursuant to the provisions of this
Section shall be considered to have occurred on the date which is 2 1/2 months
after the end of the Plan Year.
3.9 ROLLOVER CONTRIBUTIONS.
(a) Qualified indirect Rollover Contributions may be made to
the Plan by any Eligible Employee of amounts received by such Eligible Employee
from an individual retirement account or annuity or from another qualified
plan, but only if such Rollover Contributions are made pursuant to and in
accordance with applicable provisions of the Code. Any Eligible Employee
desiring to effect indirect Rollover Contributions must execute and file with
the Committee the form prescribed by the Committee for such purpose. An
indirect Rollover Contribution shall be credited to the Rollover Account of the
Eligible Employee making such Rollover Contribution as of the day on which the
Rollover Contribution is made.
(b) Qualified direct Rollover Contributions may be made to
the Plan by any Eligible Employee of amounts which are eligible rollover
distributions within the meaning of section 402(f)(2)(A) of the Code from an
employees' trust described in section 401(a) of the Code which is exempt from
tax under section 501(a) of the Code, but only if such Rollover Contributions
are made pursuant to and in accordance with applicable provisions of the Code.
Any Eligible Employee desiring to effect direct Rollover Contributions to the
Plan must execute and file with the Committee the form prescribed by the
Committee for such purposes. Direct Rollover Contributions to the Plan must be
in cash and may be effectuated only by wire transfer directed to the Trustee or
by issuance of a check made payable to the Trustee which is negotiable only by
the Trustee and which identifies the Eligible Employee for whose benefit the
Rollover Contribution is being made. Notwithstanding the foregoing, an
Eligible Employee who is entitled to a distribution from the Enron Corp.
Employee Stock Ownership Plan may make direct Rollover Contributions of such
distribution to the Plan in whole shares of Enron Corp. Common Stock. A direct
Rollover Contribution shall be credited to the Rollover Account of the Eligible
Employee for whose benefit such Rollover Contribution is being made as of the
last day of the month in which the Rollover Contribution is made.
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<PAGE> 17
(c) An Eligible Employee who has made a Rollover Contribution
in accordance with this Section who has not otherwise become a Member of the
Plan shall become a Member coincident with such Rollover Contribution;
provided, however, that such Member shall not have a right to defer Base Pay,
have Company Matching Contributions made on his behalf or make After-Tax
Contributions until he has otherwise satisfied the requirements imposed by
Article II.
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<PAGE> 18
IV.
ALLOCATIONS
4.1 SUSPENSE ACCOUNT. All contributions, forfeitures and the net
income (or net loss) of the Trust Fund shall be held in suspense until
allocated to the Accounts of the Members as provided herein.
4.2 ALLOCATION OF CONTRIBUTIONS AND FORFEITURES.
(a) Before-Tax Contributions made by the Company on a
Member's behalf pursuant to Section 3.1 shall be allocated to the Before-Tax
Contribution Account of such Member as of the last day of the month for which
they were made.
(b) After-Tax Contributions made by a Member pursuant to
Section 3.2 shall be allocated to the After-Tax Contribution Account of such
Member as of the last day of the month for which they were made.
(c) The Company Matching Contributions for each month
pursuant to Section 3.4 on behalf of a Member shall be allocated as of the last
day of such month to the Company Contribution Account of such Member.
(d) Any amounts which are forfeited under any provision
hereof during a Plan Year shall be applied to reduce Company Matching
Contributions next coming due.
4.3 ALLOCATION OF NET INCOME OR LOSS.
(a) The fair market value of each Member's Accounts shall be
determined as of each Valuation Date. The determination of the fair market
value of a Member's Accounts shall reflect such Accounts' allocable share of
the net income (or net loss) of the Trust Fund.
(b) For purposes of allocations of net income (or net loss)
of the Trust Fund, each Member's Accounts shall be divided into subaccounts to
reflect such Member's investment designation in a particular Fund or Funds
pursuant to Article V. As of each Valuation Date, the applicable share of the
net income (or net loss) of each Fund, separately and respectively, since the
next preceding Valuation Date shall be allocated among the corresponding
subaccounts of the Members as follows:
(1) With respect to the portion of each Member's
Accounts which is invested in Funds comprised of mutual fund shares,
the net income (or net loss) allocation as of a given Valuation Date
of each subaccount reflecting investment in each such respective
mutual fund shall be determined based upon the net asset value of the
mutual fund shares allocated to each such subaccount as of such
Valuation Date.
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<PAGE> 19
(2) The net income (or net loss) of each Fund which
is not comprised of mutual fund shares, separately and respectively,
shall be allocated among the corresponding subaccounts of the Members
who had such corresponding subaccounts on the next preceding Valuation
Date and each such corresponding subaccount shall be credited (or
debited) with that portion of such net income (or net loss) which the
value of each such corresponding subaccount on such next preceding
Valuation Date was of the value of all such corresponding subaccounts
on such date.
(3) With respect to each Member whose employment is
terminated for any reason, so long as there is any balance in any of
his Accounts, such Account or Accounts shall continue to receive
allocations pursuant to this Section; provided, however, that the
value of such Accounts as of the next preceding Valuation Date shall
be reduced by the amount of any payments made therefrom since the next
preceding Valuation Date.
4.4 LIMITATIONS.
(a) For purposes of this Section, the following terms and
phrases shall have these respective meanings:
(1) "ANNUAL ADDITIONS" of a Member for any
Limitation Year shall mean the total of (A) the Company Contributions,
Before-Tax Contributions and forfeitures allocated to such Member's
Accounts for such year, (B) Member's contributions, if any, (excluding
any Rollover Contributions) for such year, and (C) amounts referred to
in sections 415(l)(1) and 419A(d)(2) of the Code.
(2) "LIMITATION YEAR" shall mean the Plan Year.
(3) "MAXIMUM ANNUAL ADDITIONS" of a Member for any
Limitation Year shall mean the lesser of (A) $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under section
415(b)(1)(A) of the Code for such Limitation Year) or (B) 25% of such
Member's compensation, within the meaning of section 415(c)(3) of the
Code and applicable Treasury Regulations thereunder and as limited by
section 401(a)(17) of the Code during such year except that the
limitation in this Clause (B) shall not apply to any contribution for
medical benefits (within the meaning of section 419A(f)(2) of the
Code) after separation from service with the Company or a Controlled
Entity which is otherwise treated as an Annual Addition or to any
amount otherwise treated as an Annual Addition under section 415(l)(1)
of the Code.
(b) Contrary Plan provisions notwithstanding, in no event
shall the Annual Additions credited to a Member's Accounts for any Limitation
Year exceed the Maximum Annual Additions for such Member for such year. If as
a result of a reasonable error in estimating a Member's compensation, a
reasonable error in determining the amount of elective deferrals (within the
meaning of section 402(g)(3) of the Code) that may be made with respect to any
individual under the limits of section 415 of the Code, or because of other
limited facts and circumstances, the Annual Additions which would be credited
to a Member's Accounts for a Limitation Year would nonetheless exceed the
Maximum Annual Additions for such Member
IV-2
<PAGE> 20
for such year, the excess Annual Additions which, but for this Section, would
have been allocated to such Member's Accounts shall be disposed of as follows:
(1) first, by returning to such Member his After-Tax
Contributions which would not have been considered in determining the
amount of Company Matching Contributions allocated to such Member's
Accounts, adjusted for income or loss allocated thereto;
(2) next, any such excess Annual Additions in the
form of Before-Tax Contributions on behalf of such Member which would
not have been considered in determining the amount of Company Matching
Contributions allocated to such Member's Accounts shall be distributed
to such Member, adjusted for income or loss allocated thereto;
(3) next, by returning to such Member his After-Tax
Contributions which would have been considered in determining the
amount of Company Matching Contributions allocated to such Member's
Accounts, adjusted for income or loss allocated thereto, and the
Company Matching Contributions which would have been allocated to such
Member's Accounts based upon such returned After-Tax Contributions
shall, to the extent such amounts would have otherwise been allocated
to such Member's Accounts, be allocated to a suspense account and
shall be held there until used to reduce future Company Matching
Contributions in the same manner as a forfeiture;
(4) finally, any such excess Annual Additions in the
form of Before-Tax Contributions on behalf of such Member which would
have been considered in determining the amount of Company Matching
Contributions allocated to such Member's Accounts shall be distributed
to such Member, adjusted for income or loss allocated thereto, and the
Company Matching Contributions which would have been allocated to such
Member's Accounts based upon such distributed Before-Tax Contributions
shall, to the extent such amounts would have otherwise been allocated
to such Member's Accounts, be allocated to a suspense account and
shall be held there until used to reduce future Company Matching
Contributions in the same manner as a forfeiture.
(c) If a suspense account is in existence at any time during
a Limitation Year pursuant to this Section, it will not participate in
allocations of the net income (or net loss) of the Trust Fund.
(d) For purposes of determining whether the Annual Additions
under this Plan exceed the limitations herein provided, all defined
contribution plans of the Company are to be treated as one defined contribution
plan. In addition, all defined contribution plans of Controlled Entities shall
be aggregated for this purpose. For purposes of this Section only, a
"CONTROLLED ENTITY" (other than an affiliated service group member within the
meaning of section 414(m) of the Code) shall be determined by application of a
more than 50% control standard in lieu of an 80% control standard. If the
Annual Additions credited to a Member's Accounts for any Limitation Year under
this Plan plus the additions credited on his behalf under other defined
contribution plans required to be aggregated pursuant to this Paragraph would
exceed the
IV-3
<PAGE> 21
Maximum Annual Additions for such Member for such Limitation Year, the Annual
Additions under this Plan and the additions under such other plans shall be
reduced on a pro rata basis and allocated, reallocated or returned in
accordance with applicable plan provisions regarding Annual Additions in excess
of Maximum Annual Additions; provided, however, that Annual Additions under
this Plan shall be reduced to the fullest extent possible for such Member prior
to reducing Annual Additions for such Member under the Enron Corp. Employee
Stock Ownership Plan.
(e) In the case of a Member who also participated in a
defined benefit plan of the Company or a Controlled Entity (as defined in
Paragraph (d) above), the Company shall reduce the Annual Additions credited to
the Accounts of such Member under this Plan pursuant to the provisions of
Paragraph (b) to the extent necessary to prevent the limitation set forth in
section 415(e) of the Code from being exceeded. Notwithstanding the foregoing,
the provisions of this Paragraph shall only apply if such defined benefit plan
does not provide for a reduction of benefits thereunder to ensure that the
limitation set forth in section 415(e) of the Code is not exceeded.
(f) If the limitations set forth in this Section would not
otherwise be met for any Limitation Year, the Base Pay deferral elections
pursuant to Section 3.1 and/or After-Tax Contribution elections pursuant to
Section 3.2 of affected Members may be reduced by the Committee on a temporary
and prospective basis in such manner as the Committee shall determine.
IV-4
<PAGE> 22
V.
INVESTMENT OF FUNDS
5.1 COMPANY CONTRIBUTIONS. The Company Contribution Accounts of the
Members shall be invested primarily in shares of Enron Stock.
5.2 INVESTMENT OPTIONS FOR MEMBERS' CONTRIBUTIONS. Each Member shall
designate, in accordance with the Telephone Procedures or other procedures
established from time to time by the Committee, the manner in which the amounts
allocated to his Before-Tax Contribution Account and his After-Tax Contribution
Account shall be invested from among the Funds made available from time to time
by the Committee. Such Member may designate one of such Funds for all the
amounts allocated to such Accounts or he may split the investment of the
amounts allocated to such Accounts between such Funds in such increments as the
Committee may prescribe. A Member may change his investment designation for
future contributions to be allocated to his Before-Tax Contribution Account and
After-Tax Contribution Account. Any such change shall be made in accordance
with the Telephone Procedures or other procedures established by the Committee,
and the frequency of such changes may be limited by the Committee as specified
in the prospectuses relating to the Funds. A Member may elect to convert his
investment designation with respect to the amounts already allocated to his
Before-Tax Contribution Account and After-Tax Contribution Account. Any such
conversion shall be made in accordance with the Telephone Procedures or other
procedures established by the Committee, and the frequency of such conversions
may be limited by the Committee as specified in the prospectuses relating to
the Funds.
5.3 INVESTMENT OPTIONS FOR ROLLOVER CONTRIBUTIONS. Each Member shall
designate, in accordance with the Telephone Procedures or other procedures
established from time to time by the Committee, the manner in which the amounts
allocated to his Rollover Contribution Account shall be invested from among the
Funds made available from time to time by the Committee. Such Member may
designate one of such Funds for all the amounts allocated to such Account or he
may split the investment of the amounts allocated to such Account between such
Funds in such increments as the Committee may prescribe. A Member may elect to
convert his investment designation with respect to the amounts already
allocated to his Rollover Contribution Account. Any such conversion shall be
made in accordance with the Telephone Procedures or other procedures
established by the Committee, and the frequency of such conversions may be
limited by the Committee as specified in the prospectuses relating to the
Funds.
V-1
<PAGE> 23
VI.
RETIREMENT BENEFITS
A Member who terminates his employment on or after his Normal
Retirement Date or after having satisfied the conditions for early retirement
benefits under the Enron Corp. Retirement Plan shall be entitled to an Article
X benefit equal in value to the amount in his Accounts as of the Valuation Date
next preceding his Benefit Commencement Date.
VI-1
<PAGE> 24
VII.
DISABILITY BENEFITS
7.1 DISABILITY BENEFITS. In the event a Member's employment is
terminated due to total and permanent disability, as of the Committee's
certification thereof such Member shall be entitled to an Article X benefit
equal in value to the amount in his Accounts as of the Valuation Date next
preceding his Benefit Commencement Date.
7.2 TOTAL AND PERMANENT DISABILITY DETERMINED. The Committee shall
determine whether a Member has become totally and permanently disabled and
shall so notify such Member within sixty days thereafter. For purposes of this
Article, "total and permanent disability" shall mean that either the Member has
been determined to be eligible to receive long term disability benefits under
the Enron Corp. Long Term Disability Plan after the first 24 months of an
eligible disability, or a physical or mental condition of the Member resulting
from bodily injury, disease, or mental disorder renders him incapable of
continuing any gainful occupation and which condition constitutes total
disability under the federal Social Security Acts.
VII-1
<PAGE> 25
VIII.
SEVERANCE BENEFITS
8.1 NO BENEFITS UNLESS HEREIN SET FORTH. Except as set forth in this
Article, upon termination of employment of a Member prior to his Normal
Retirement Date for any reason other than total and permanent disability or
death, such Member shall acquire no right to any benefit from the Plan or the
Trust Fund.
8.2 SEVERANCE BENEFIT.
(a) Each Member whose employment is terminated prior to his
Normal Retirement Date for any reason other than total and permanent disability
or death shall be entitled to an Article X benefit equal in value to his Vested
Interest in the amount in his Accounts as of the Valuation Date next preceding
his Benefit Commencement Date.
(b) For purposes of this Section, a Member's Vested Interest
in his Company Contribution Account shall be determined by such Member's years
of Vesting Service in accordance with the following schedule:
<TABLE>
<CAPTION>
YEARS OF
VESTING SERVICE VESTED INTEREST
--------------- ---------------
<S> <C>
Less than 1 year 0%
1 year 25%
2 years 50%
3 years 75%
4 years or more 100%
</TABLE>
(c) Paragraph (b) above notwithstanding, a Member shall have
a 100% Vested Interest in his Company Contribution Account upon attainment of
his Normal Retirement Date.
(d) Paragraph (b) above notwithstanding, a Member who was
employed by the Company on July 1, 1986 shall at all times have a 100% Vested
Interest in the portion of his Company Contribution Account which is
attributable to the balance of such Account as of July 1, 1986.
(e) A Member shall have a 100% Vested Interest in his
Before-Tax Contribution Account, After-Tax Contribution Account and Rollover
Account at all times.
(f) Paragraph (b) above notwithstanding, a Member shall have
a 100% Vested Interest in his Accounts if such Member's employment is
terminated by reason of Involuntary Termination.
VIII-1
<PAGE> 26
(g) Notwithstanding anything contrary in the Plan, if a
transaction occurs which is not approved, recommended or supported by a
majority of the Board of Directors of Enron Corp. in actions taken prior to,
and with respect to, such transaction in which either (i) Enron Corp. merges or
consolidates with any other corporation (other than one of Enron Corp.'s wholly
owned subsidiaries) and is not the surviving corporation (or survives only as
the subsidiary of another corporation), (ii) Enron Corp. sells all or
substantially all of its assets to any other person or entity, or (iii) Enron
Corp. is dissolved, or if (iv) any third person or entity (other than the
trustee or committee of any qualified employee benefit plan of Enron Corp.)
together with its affiliates and associates shall be, directly or indirectly,
the Beneficial Owner of at least 30% of the Voting Stock of Enron Corp., or (v)
the individuals who constitute the members of Enron Corp.'s Board of Directors
(the "Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director whose election or
nomination for election by Enron Corp.'s stockholders was approved by a vote of
at least 80% of the directors comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of Enron Corp. in which
such person is named as a nominee for director, without objection to such
nomination) shall be, for purposes of this clause (v), considered as through
such person were a member of the Incumbent Board, then within (a) 10 days of
the approval by the shareholders of Enron Corp. of such merger, consolidation,
sale of assets or dissolution as described in clause (i), (ii) or (iii) or (b)
30 days of the occurrence of such change of Beneficial Ownership or directors
as described in clause (iv) or (v) of this Paragraph (g), each Member shall
acquire a 100% Vested Interest in his Company Contribution Account. For the
purpose of this Paragraph (g), the following terms shall have the following
meanings:
(1) "Affiliate" is used to indicate a relationship to a specified
person and shall mean a person who directly or indirectly
through one or more intermediaries, controls, or is controlled
by, or is under common control with, such specified person.
(2) "Associate" is used to indicate a relationship with a
specified person and shall mean (i) any corporation,
partnership or other organization to which such specified
person is an officer or partner or is, directly or indirectly,
the Beneficial Owner of 10% or more of any class equity
securities, (ii) any trust or other estate in which such
specified person has a substantial beneficial interest or as
to which such specified person serves as trustee or in a
similar fiduciary capacity, (iii) any relative or spouse of
such specified person, or any relative of such spouse, who has
the same home as such specified person or who is a director or
officer of Enron Corp. or any of its subsidiaries, and (iv)
any person who is a director or officer of such specified
person or any of its parents or subsidiaries (other than Enron
Corp. or any wholly owned subsidiary of Enron Corp.).
(3) "Beneficial Owner" shall be defined by reference to Rule
13(d)-3 under the Securities Exchange Act of 1934; provided,
however, and without limitation, any individual, corporation,
partnership, group, association or other person or entity
which has the right to acquire any Voting Stock at any time in
the future, whether such right is contingent or absolute,
pursuant to any agreement, arrangement or
VIII-2
<PAGE> 27
understanding or upon exercise of conversion rights, warrants
or options, or otherwise, shall be the Beneficial Owner of
such Voting Stock.
(4) "Voting Stock" shall mean all outstanding shares of capital
stock of Enron Corp. entitled to vote generally in elections
for directors, considered as one class; provided, however,
that if Enron Corp. has shares of Voting Stock entitled to
more or less than one vote for any such share, each reference
to a proportion of shares of Voting Stock shall be deemed to
refer to such proportion of the votes entitled to be cast by
such shares.
8.3 VESTING SERVICE.
(a) For the period preceding the Effective Date, an
individual shall be credited with Vesting Service in an amount equal to all
service credited to him for vesting purposes under the Plan as it existed on
the day prior to the Effective Date.
(b) For the period from and after the Effective Date, an
individual shall be credited with Vesting Service in an amount equal to his
aggregate Periods of Service whether or not such Periods of Service are
completed consecutively and the following service break rules shall apply:
(1) If an individual terminates his Service (other
than during a leave of absence) and subsequently resumes his Service,
if his Reemployment Commencement Date is within twelve months of his
Severance from Service Date, such Period of Severance shall be treated
as a Period of Service.
(2) If an individual terminates his Service during a
leave of absence and subsequently resumes his Service, if his
Reemployment Commencement Date is within twelve months of the
beginning of such leave of absence, such Period of Severance shall be
treated as a Period of Service.
(3) In the case of a Member who incurs a Period of
Severance of five consecutive years, such Member's years of Vesting
Service completed after such Period of Severance shall be disregarded
in determining such Member's Vested Interest in any Plan benefits
derived from Company Contributions on his behalf prior to such Period
of Severance.
(4) In the case of an individual who terminates
employment at a time when he does not have any Vested Interest in his
Company Contribution Account and who then incurs a Period of Severance
which equals or exceeds five years, such individual's Period of
Service completed before such Period of Severance shall be disregarded
in determining his years of Vesting Service.
8.4 FORFEITURES.
VIII-3
<PAGE> 28
(a) With respect to a Member who terminates employment with
the Company with a Vested Interest in his Company Contribution Account which is
less than 100% and either is not entitled to a distribution from the Plan or
receives a distribution from the Plan in the form of a lump sum distribution by
the close of the second Plan Year following the Plan Year in which his
employment is terminated, the forfeitable amount credited to the terminated
Member's Company Contribution Account as of the Valuation Date next preceding
his Benefit Commencement Date shall become a forfeiture as of his Benefit
Commencement Date (or as of his date of termination of employment if no amount
is payable from the Trust Fund on behalf of such Member with such Member being
considered to have received a distribution of zero dollars on his date of
termination of employment).
(b) In the event that an amount credited to a terminated
Member's Company Contribution Account becomes a forfeiture pursuant to
Paragraph (a) above, the terminated Member shall, upon subsequent reemployment
with the Company prior to incurring a Period of Severance of five consecutive
years, have the forfeited amount restored to such Member's Company Contribution
Account, unadjusted by any subsequent gains or losses of the Trust Fund;
provided, however, that such restoration shall be made only if such Member
repays in cash an amount equal to the amount so distributed to him pursuant to
Paragraph (a) above within five years from the date the Member is reemployed;
provided, further, that such Member's repayment of amounts distributed to him
from his Before-Tax Contribution Account and his After-Tax Contribution Account
shall be limited to the portion thereof which was attributable to contributions
with respect to which the Company made Company Matching Contributions. A
reemployed Member who was not entitled to a distribution from the Plan on his
date of termination of employment shall be considered to have repaid a
distribution of zero dollars on the date of his reemployment. Any such
restoration shall be made as of the Valuation Date coincident with or next
succeeding the date of repayment. Notwithstanding anything to the contrary in
the Plan, forfeited amounts to be restored by the Company pursuant to this
Paragraph shall be charged against and deducted from forfeitures for the Plan
Year in which such amounts are restored which would otherwise be available to
reduce Company Matching Contributions. If such forfeitures otherwise available
are not sufficient to provide such restoration, the portion of such restoration
not provided by forfeitures shall be a minimum required Company contribution
(without regard to current or accumulated earnings and profits).
(c) With respect to a Member whose Vested Interest in his
Company Contribution Account is less than 100% and who makes a withdrawal from
or receives a termination distribution from his Company Contribution Account
other than a lump sum distribution by the close of the second Plan Year
following the Plan Year in which his employment is terminated, any amount
remaining in his Company Contribution Account shall continue to be maintained
as a separate account. At any relevant time, such Member's nonforfeitable
portion of his separate account shall be determined in accordance with the
following formula:
X=P(AB + (R X D)) - (R X D)
For purposes of applying the formula: X is the nonforfeitable portion of such
separate account at the relevant time; P is the Member's Vested Interest in his
Company Contribution Account at the relevant time; AB is the balance of such
separate account at the relevant time; R is the
VIII-4
<PAGE> 29
ratio of the balance of such separate account at the relevant time to the
balance of such separate account after the withdrawal or distribution; and D is
the amount of the withdrawal or distribution. For all other purposes of the
Plan, a Member's separate account shall be treated as an Company Contribution
Account. Upon his incurring a Period of Severance of five consecutive years,
the forfeitable portion of a terminated Member's separate account and Company
Contribution Account shall be forfeited as of the end of the Plan Year during
which the terminated Member completes a Period of Severance of five consecutive
years.
(d) Any forfeitures occurring pursuant to Paragraphs (a) or
(c) above shall be held in a suspense account and shall be applied to reduce
Company Matching Contributions next coming due. For all Valuation Dates prior
to such application, forfeited amounts held in the suspense account shall not
receive allocations of net income (or net loss) pursuant to Section 4.3.
(e) Distributions of benefits described in this Section shall
be subject to the time of payment requirements of Paragraphs (b), (c) and (d)
of Section 10.1.
VIII-5
<PAGE> 30
IX.
DEATH BENEFITS
9.1 DEATH BENEFITS. Upon the death of a Member while an Employee,
the Member's designated beneficiary shall be entitled to an Article X benefit
equal in value to the amount in his Accounts as of the Valuation Date next
preceding his Benefit Commencement Date.
9.2 DESIGNATION OF BENEFICIARIES.
(a) Each Member shall have the right to designate the
beneficiary or beneficiaries to receive payment of his Article X benefit in the
event of his death. Each such designation shall be made by executing the
beneficiary designation form prescribed by the Committee and filing same with
the Committee. Any such designation may be changed at any time by execution of
a new designation in accordance with this Section. Notwithstanding the
foregoing, if a Member who is married on the date of his death designates other
than his surviving spouse as his beneficiary, such designation shall not be
effective unless (1) such spouse has consented thereto in writing and such
consent (A) acknowledges the effect of such specific designation, (B) consents
to the specific designated beneficiary (which designation may not subsequently
be changed by the Member without spousal consent) and (C) is witnessed by a
Plan representative (other than the Member) or a notary public or (2) such
consent may not be obtained because such spouse cannot be located or because of
other circumstances described by applicable Treasury Regulations. Any such
consent by such surviving spouse shall be irrevocable.
(b) If no such designation is on file with the Committee at
the time of the death of the Member or such designation is not effective for
any reason as determined by the Committee, the designated beneficiary or
beneficiaries to receive such Article X benefit shall be as follows:
(1) If a Member leaves a surviving spouse, his
Article X benefit shall be paid to such surviving spouse;
(2) If a Member leaves no surviving spouse, his
Article X benefit shall be paid to such Member's executor or
administrator or to his heirs at law if there is no administration of
such Member's estate.
IX-1
<PAGE> 31
X.
TIME AND MANNER OF PAYMENT OF BENEFITS
10.1 TIME AND MANNER OF PAYMENT.
(a) Subject to the provisions of the remaining Paragraphs of
this Section, payment of a Member's benefit hereunder shall be made as soon as
administratively feasible after the later of the date the Member or his
beneficiary becomes entitled to a benefit pursuant to Article VI, VII, VIII or
IX or the date of allocation of the Member's last allocation of Before-Tax
Contributions, After-Tax Contributions and Company Matching Contributions.
(b) Unless (1) the Member has attained age sixty-five or
died, (2) the Member consents to a distribution pursuant to Paragraph (a)
within the ninety-day period ending on the date payment of his benefit
hereunder is to commence pursuant to Paragraph (a), or (3) the Member's Vested
Interest in his Accounts is not in excess of $3,500, the Member's Benefit
Commencement Date shall be deferred to the date which is as soon as
administratively feasible after the Valuation Date coincident with or next
succeeding the earlier of the date the Member attains age sixty-five or the
Member's date of death, or such earlier Valuation Date as the Member may elect
by written notice to the Committee prior to such Valuation Date. Within a
reasonable time before his Benefit Commencement Date, the Committee shall
inform the Member of his right to defer his Benefit Commencement Date and shall
describe the Member's election rights pursuant to Paragraph (h) below.
(c) A Member's Benefit Commencement Date shall in no event be
later than the sixtieth day following the close of the Plan Year during which
such Member attains, or would have attained, his Normal Retirement Date or, if
later, terminates his employment with the Company or a Controlled Entity.
(d) A Member's Benefit Commencement Date shall be in
compliance with the provisions of section 401(a)(9) of the Code and applicable
Treasury Regulations thereunder and shall in no event be later than:
(1) In the case of a Member who attains the age of
seventy and one-half prior to January 1, 1988 and is not a
"five-percent owner" (within the meaning of section 416(i) of the
Code) at any time during the five Plan Year period ending in the
calendar year in which such Member attains the age of seventy and
one-half, April 1st following the later of (A) the calendar year in
which such Member attains the age of seventy and one-half, or (B) the
calendar year in which such Member terminates his employment with the
Company, or if such Member becomes a "five-percent owner" following
the end of such five Plan Year period, April 1st of the calendar year
following the calendar year in which such Member becomes a
"five-percent owner;"
(2) In the case of a Member who does not attain the
age of seventy and one-half prior to January 1, 1988 or is a
"five-percent owner" (within the meaning of
X-1
<PAGE> 32
section 416(i) of the Code) at any time during the five Plan Year
period ending in the calendar year in which such Member attains the
age of seventy and one-half, April 1st of the calendar year following
the calendar year in which such Member attains the age of seventy and
one-half; and
(3) In the case of a benefit payable pursuant to
Article IX, the last day of the five-year period following the death
of such Member.
(e) Subject to the provisions of Paragraph (d), a Member's
Benefit Commencement Date shall not occur while the Member is employed by the
Company or any Controlled Entity.
(f) Paragraphs (a), (b) and (c) notwithstanding, a Member may
elect to defer his Benefit Commencement Date beyond the date specified in such
Paragraphs, subject to the provisions of Paragraph (d), by submitting to the
Committee a written statement, signed by the Member, which describes the
benefit and the date on which the payment of such benefit shall commence;
provided, however, that a Member may not elect to defer the receipt of his
benefit hereunder to the extent that such deferral creates a death benefit that
is more than incidental within the meaning of section 401(a)(9)(G) of the Code
and applicable Treasury Regulations thereunder.
(g) Subject to the provisions of Paragraph (h) below, a
Member's benefit shall be provided from the Member's Account balance(s) under
the Plan and shall be paid in one lump sum on the Member's Benefit Commencement
Date. The Member's benefit shall be paid to the Member unless the Member has
died prior to his Benefit Commencement Date, in which case the Member's benefit
shall be paid in one lump sum to his beneficiary designated in accordance with
the provisions of Section 9.2.
(h) In lieu of the normal form of benefit under Paragraph
(g), a Member may direct all or part of his benefit to be used by the Trustee
to purchase an immediate annuity contract through an insurance company. The
terms of any annuity contract distributed to a Member shall provide that such
Member's distribution shall not exceed a period equal to the greatest of the
life of the Member, the life of the Member and a designated beneficiary, a
period certain not extending beyond the life expectancy of the Member or a
period certain not extending beyond the joint life and last survivor expectancy
of the Member and a designated beneficiary. Such terms shall further provide
that payments under such annuity will commence immediately, subject to the
Member's rights to defer commencement of payments in accordance with Paragraph
(b) above and further subject to the election and spousal consent rules
described in this Paragraph (h). The procedure for a Member to elect the
annuity form of distribution will be for the Member to deliver to the Committee
a written notice (on a form provided by the Company) of his interest in an
annuity form of distribution. Said written notification must be received by
the Committee not later than the dates specified below:
(1) In the case of retirement, death, termination of
employment or determination of total and permanent disability of the
Member, which occurs during the
X-2
<PAGE> 33
first 10 days of any month, the written notification of interest in an
annuity distribution form must be received by the Committee by the end
of that month.
(2) In the case of retirement, death, termination of
employment or determination of total and permanent disability of the
Member, which occurs after the 10th day of any month, the written
notification of interest in an annuity distribution form must be
received by the Committee by the end of the following month.
The annuity benefit to be provided will be distributed by an insurance company
in accordance with one or more methods available as options under the group
annuity contract as elected by the Member or beneficiary in the event of a
Member's death. Upon receipt of the executed forms wherein the Member elects
the annuity distribution form and the type of annuity he desires to receive,
the Trustee shall convert the Member's Accounts into cash and purchase the
annuity specified by the Member. If the Member requests additional time to
consider the annuity form of distribution, the Member will have an election
period of at least ninety days, following his receipt of the annuity
information required to be furnished, in which to make his written election to
receive an annuity and as to the annuity's form. In any event, the period
within which the Member must make his election shall be the ninety- day period
ending on the annuity commencement date. The Member may revoke any election
made (or make a new election) at any time during the election period. Once the
insurance company has issued the form of annuity elected, the election period
shall cease and a Member's election shall be irrevocable. During the election
period, pending the Member's final elections, the Trustee will continue to hold
the Member's Accounts. At the conclusion of the election period, the Trustee
will make a lump sum distribution of the Member's Accounts unless the Member
has elected an annuity distribution form by filing the required election forms
with the Committee. If, during the election period above, the Member makes a
written request to the Committee for additional information, the election
period will be extended to the extent necessary, to include the ninety calendar
days immediately following the furnishing of all the additional information to
the Member. The Committee need not comply with more than one such request of a
Member. The Committee will give the Member a written explanation in
non-technical language of: (i) the terms and conditions of the annuity
distribution form in general and of the qualified joint and survivor form of
annuity, (ii) the Member's right to make, and to revoke, an election waiving
the joint and survivor form of benefit, (iii) the financial effect upon his
benefit (in terms of dollars per benefit payment) of his making or revoking an
election to waive the qualified joint and survivor form, and (iv) the rights of
the Member's spouse with respect to his elections. The Committee will either
mail or personally deliver the written explanation by such time as to
reasonably assure that if will be received on or about the later of:
(1) The date nine months prior to his normal
retirement age; or
(2) His entry date into the annuity contract.
However, if such written explanation is due to the Member's written request for
additional information, such explanation may be personally delivered or mailed
(first class, postage prepaid) to the Member within thirty days from the date
of the Member's written request. In the absence of an election of an optional
method of annuity payment, or revocation of an election without
X-3
<PAGE> 34
a re-election, the form of annuity benefit that will be paid to a Member will
be determined as follows: (i) the benefit for the Member who on his annuity
commencement date is not married will be payable as a life annuity with
installment refund; and (ii) the benefit for the Member who on his annuity
commencement date has a spouse will be payable in the joint and survivor form.
If a Member whose benefits, in the absence of an election otherwise, would be
paid under clause (ii) elects a different annuity form, such election must be
in the form of a qualified election. A qualified election is a benefit
election accompanied by a written waiver or a qualified joint and survivor
annuity which waiver along with, where applicable, the designation of a
specific beneficiary other than the spouse and his specific form of benefit is
consented to by the Member's spouse in a writing which is witnessed by a Plan
representative or a notary public, which acknowledges the effect of the
election and which may not be changed without the consent of the Member's
spouse.
(i) Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this Paragraph, a
Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover Distribution (other than
any portion attributable to the offset of an outstanding loan balance of such
Member pursuant to the Plan's loan procedure) paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover. The
provisions of this Paragraph shall apply only if the Member's Eligible Rollover
Distribution is $200 or more or, if less than 100% of the Member's Eligible
Rollover Distribution is to be a Direct Rollover, the Direct Rollover is $500
or more. Prior to any Direct Rollover pursuant to this Paragraph, the
Distributee shall furnish the Committee with a statement that the plan, account
or annuity to which the benefit is to be transferred that it is, or is intended
to be, an Eligible Retirement Plan.
(j) Benefits shall be paid or transferred in cash except the
portion of a Member's Accounts which is invested in Enron Stock shall be
distributed in full shares of Enron Corp. common stock (with any balance of
such portion to be paid or transferred in cash) and the portion of a Member's
Accounts which is invested in EO&G Stock. EO&G Stock shall be distributed or
transferred in full shares EO&G Stock (with any balance of such portion to be
paid or transferred in cash), in either case unless the Member (or his
designated beneficiary or legal representative in the case of a deceased
Member) has elected in writing that such portion be distributed in cash.
10.2 CASH-OUT OF BENEFIT. If a Member terminates his employment with
the Company and his Vested Interest in his Accounts is not in excess of $3,500,
such Member's benefit shall be paid in one lump sum payment in lieu of any
other form of benefit herein provided pursuant to Section 10.1. Any such
payment shall be made at the time specified in Section 10.1(a) without regard
to the consent restrictions of Section 10.1(b). The provisions of this Section
shall not be applicable to a Member following his Benefit Commencement Date.
10.3 BENEFITS FROM ACCOUNT BALANCES. With respect to any benefit
payable pursuant to the Plan, whichever form of payment is selected, such
benefit shall be provided from the Account balance(s) to which the particular
Member or beneficiary is entitled.
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10.4 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf
of a Member, if the Committee is unable to locate the Member or beneficiary to
whom such benefit is payable, upon the Committee's determination thereof, such
benefit shall be forfeited, held in a suspense account and applied to reduce
Company Matching Contributions next coming due. For all Valuation Dates prior
to such application, forfeited amounts held in the suspense account shall not
participate in allocations of the net income (or net loss) of the Trust Fund.
Notwithstanding the foregoing, if subsequent to any such forfeiture the Member
or beneficiary to whom such benefit is payable makes a valid claim for such
benefit, such forfeited benefit shall be restored to the Plan in the manner
provided in Section 8.4(b).
10.5 CLAIMS REVIEW. In any case in which a claim for Plan benefits of
a Member or beneficiary is denied or modified, the Committee shall:
(a) state the specific reason or reasons for the denial or
modification;
(b) provide specific reference to pertinent Plan provisions
on which the denial or modification is based;
(c) provide a description of any additional material or
information necessary for the Member, his beneficiary or
representative to perfect the claim and an explanation of why such
material or information is necessary; and
(d) explain the Plan's claim review procedure as contained
herein.
In the event the request is denied or modified, if the Member, his beneficiary
or representative desires to have such denial or modification reviewed, he
must, within sixty days following receipt of the notice of such denial or
modification, submit a written request for review by the Committee of its
initial decision. In connection with such request, the Member, his beneficiary
or representative may review any pertinent documents and may submit issues and
comments in writing. Within sixty days following such request for review the
Committee shall, after providing a full and fair review, render its final
decision in writing to the Member, his beneficiary or representative stating
specific reasons for such decision. If special circumstances require an
extension of such sixty-day period, the Committee's decision shall be rendered
as soon as possible, but not later than 120 days after receipt of the request
for review. If an extension of time for review is required, written notice of
the extension shall be furnished to the Member, beneficiary or representative
prior to the commencement of the extension period.
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XI.
WITHDRAWALS AND LOANS
11.1 REGULAR WITHDRAWALS.
(a) A Member may withdraw from his After-Tax Contribution
Account any amount not in excess of the dollar amount of his After-Tax
Contributions which were not matched by Company Matching Contributions.
(b) A Member may withdraw from his After-Tax Contribution
Account any and all amounts in excess of the dollar amount of his After-Tax
Contributions which were matched by Company Matching Contributions and
which have been held in his After-Tax Contribution Account for twenty-four
months or more.
(c) A Member may withdraw from his Company Contribution
Account any or all amounts held in such Account which have been so held for
twenty-four months or more, but not in excess of his Vested Interest in such
Account.
(d) A Member who has contributed to or had After-Tax
Contributions or Before-Tax Contributions made on his behalf to the Plan for at
least sixty cumulative months may withdraw from his Company Contribution
Account an amount not exceeding his Vested Interest in the then value of such
Account.
(e) A Member may withdraw from his Rollover Account any or
all amounts held in such Account.
(f) A Member who has attained age fifty-nine and one-half may
withdraw from his Before-Tax Contribution Account an amount not exceeding the
then value of such Account.
(g) Any withdrawal pursuant to this Section shall be made as
of the last business day of a week by complying with the Telephone Procedures
or other procedures established by the Committee. In applying for a withdrawal
pursuant to this Section, a Member shall specify the dollar amount he wishes to
withdraw. A Member's withdrawal shall be distributed by liquidating the
distributable amounts in his Accounts in the following order: first, the
distributable amount pursuant to Paragraph (a) above; second, the distributable
amount pursuant to Paragraph (b) above; third, the distributable amount
pursuant to Paragraph (c) above; fourth, the distributable amount pursuant to
Paragraph (d) above; fifth, the distributable amount pursuant to Paragraph (e)
above; and, last, the distributable amount pursuant to Paragraph (f) above.
Notwithstanding the provisions of this Section, no withdrawal pursuant to the
Paragraphs above may be made in any calendar quarter. No withdrawal shall be
made from an Account to the extent such Account has been pledged to secure a
loan under Section 11.4. If a Member's Account from which a withdrawal is made
is invested in more than one Fund, the withdrawal shall be made pro rata from
each Fund in which such Account is invested. All withdrawals
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under this Section shall be paid in cash except that portion of a Member's
Accounts which is to be withdrawn which is invested in Company Stock shall be
paid in full shares of Enron Corp. common stock (with any balance of such
portion to be paid in cash) and the portion of a Member's Accounts which is to
be withdrawn which is invested in EO&G Stock shall be paid in full shares of
EO&G Stock (with any balance of such portion to be paid in cash), in either case
unless the Member has elected in writing that such poriton be paid in cash.
Any withdrawal hereunder shall be subject to the benefit transfer election
described in Section 10.1(i).
11.2 HARDSHIP WITHDRAWALS. A Member who has a financial hardship, as
determined by the Committee, and who has made all available withdrawals
pursuant to the Paragraphs above and pursuant to the provisions of any other
plans of the Company and any Controlled Entities of which he is a member and
who has obtained all available loans pursuant to Section 11.4 and pursuant to
the provisions of any other plans of the Company and any Controlled Entities of
which he is a member may withdraw from his Before-Tax Contribution Account
amounts not to exceed the amount determined by the Committee as being available
for withdrawal pursuant to this Paragraph. For purposes of this Paragraph,
financial hardship means the immediate and heavy financial needs of the Member.
A withdrawal based upon financial hardship pursuant to this Paragraph shall not
exceed the amount required to meet the immediate financial need created by the
hardship and not reasonably available from other resources of the Member. The
amount required to meet the immediate financial need may include any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution. The determination of
the existence of a Member's financial hardship and the amount required to be
distributed to meet the need created by the hardship shall be made by the
Committee. A withdrawal shall be deemed to be made on account of an immediate
and heavy financial need of a Member if the withdrawal is for:
(1) expenses of medical care described in section
213(d) of the Code previously incurred by the Member, the Member's
spouse or any dependents of the Member (as defined in section 152 of
the Code) or necessary for those persons to obtain medical care
described in section 213(d) of the Code and not reimbursed or
reimbursable by insurance;
(2) costs directly related to the purchase of a
principal residence of the Member (excluding mortgage payments);
(3) payment of tuition and related educational fees
for the next twelve months of post-secondary education for the Member,
or the Member's spouse, children or dependents (as defined in section
152 of the Code);
(4) payments necessary to prevent the eviction of
the Member from his principal residence or foreclosure on the mortgage
of the Member's principal residence; or
(5) such other financial needs which the
Commissioner of Internal Revenue may deem to be immediate and heavy
financial needs through the publication of revenue rulings, notices
and other documents of general applicability.
The decision of the Committee shall be final and binding, provided that all
Members similarly situated shall be treated in a uniform and nondiscriminatory
manner. The above notwithstanding, withdrawals under this Paragraph from a
Member's Before-Tax Contribution Account shall be limited to the sum of the
Member's Before-Tax Contributions to the Plan, plus income
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allocable thereto and credited to the Member's Before-Tax Contribution Account
as of the Valuation Date coincident with or next preceding December 31, 1988,
less any previous withdrawals of such amounts.
11.3 WITHDRAWAL RESTRICTIONS.
(a) A Member may not prior to termination of employment or
retirement withdraw any portion of his Accounts which is attributable to
contributions which are based upon Base Pay earned by such Member for services
rendered in the United Kingdom under circumstances pursuant to which such Base
Pay would be subject to taxation under the Inland Revenue laws of the United
Kingdom; provided, however, that the limitation described in this Paragraph (i)
shall be applicable only with respect to contributions made by or for the
benefit of such Member to the Plan from and after May 7, 1992.
(b) A Member may not make any withdrawals from the Plan
pursuant to Section 11.1 or 11.2 following termination of employment and the
amounts in such Member's Accounts shall be distributable in accordance with the
provisions of Article X.
11.4 LOANS.
(a) Upon application by (1) any Member who is an Employee or
(2) any Member no longer employed by the Company, a beneficiary of a deceased
Member or an alternate payee under a qualified domestic relations order who
retains an Account balance under the Plan and who is a party-in-interest, as
that term is defined in section 3(14) of the Act, as to the Plan (an individual
who is eligible to apply for a loan under this Section being hereinafter
referred to as a "MEMBER" for purposes of this Section), the Committee may in
its discretion direct the Trustee to make a loan or loans to such Member, not
to exceed 50% of the then value of the Member's Vested Interest in his
Accounts. Any loan application shall be subject to the time of payment
requirements of Paragraphs (b), (c) and (d) of Section 10.1. Such loans shall
be made pursuant to the provisions of the Committee's written loan procedure,
which procedure is hereby incorporated by reference as a part of the Plan.
Notwithstanding the foregoing, a Member may not prior to termination of
employment or retirement borrow any portion of his Accounts which is
attributable to contributions which are based upon Base Pay earned by such
Participant for services rendered in the United Kingdom under circumstances
pursuant to which such Base Pay would be subject to taxation under the Inland
Revenue laws of the United Kingdom.
(b) Paragraph (a) above to the contrary notwithstanding, the
amount of a loan made to a Member under this Section shall not exceed an amount
equal to the difference between:
(1) the lesser of $50,000 (reduced by the excess, if
any, of (A) the highest outstanding balance of loans from the Plan
during the one-year period ending on the day before the date on which
the loan is made, over (B) the outstanding balance of loans from the
Plan on the date on which the loan is made) or one-half of the present
value of the Member's total nonforfeitable accrued benefit under all
qualified plans of the Company or a Controlled Entity; minus
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(2) the total outstanding loan balance of the Member
under all other loans from all qualified plans of the Company or a
Controlled Entity.
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XII.
ADMINISTRATION OF THE PLAN
12.1 APPOINTMENT OF COMMITTEE. The general administration of the Plan
shall be vested in the Committee which shall be appointed by Enron Corp. and
shall consist of one or more persons. Any individual, whether or not an
Employee, is eligible to become a member of the Committee. Each member of the
Committee shall, before entering upon the performance of his duties, qualify by
signing a consent to serve as a member of the Committee under and pursuant to
the Plan and by filing such consent with the records of the Committee. For
purposes of the Act, the Committee shall be the Plan "administrator" and shall
be the "named fiduciary" with respect to the general administration of the Plan
(except as to the investment of the assets of the Trust Fund).
12.2 TERM, VACANCIES, RESIGNATION AND REMOVAL. Each member of the
Committee shall serve until he resigns, dies or is removed by Enron Corp. At
any time during his term of office, a member of the Committee may resign by
giving written notice to Enron Corp. and the Committee, such resignation to
become effective upon the appointment of a substitute member or, if earlier,
the lapse of thirty days after such notice is given as herein provided. At any
time during his term of office, and for any reason, a member of the Committee
may be removed by Enron Corp. Any member of the Committee who is an Employee
shall automatically cease to be a member of the Committee as of the date he
ceases to be employed by the Company or a Controlled Entity.
12.3 OFFICERS, RECORDS AND PROCEDURES. The Committee may select
officers and may appoint a secretary who need not be a member of the Committee.
The Committee shall keep appropriate records of its proceedings and the
administration of the Plan and shall make available for examination during
business hours to any Member or beneficiary such records as pertain to that
individual's interest in the Plan. The Committee shall designate the person or
persons who shall be authorized to sign for the Committee and, upon such
designation, the signature of such person or persons shall bind the Committee.
12.4 MEETINGS. The Committee shall hold meetings upon such notice and
at such time and places as it may from time to time determine. Notice to a
member shall not be required if waived in writing by that member. A majority
of the members of the Committee duly appointed shall constitute a quorum for
the transaction of business. All resolutions or other actions taken by the
Committee at any meeting where a quorum is present shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions
may be adopted or other action taken without a meeting upon written consent
signed by all of the members of the Committee.
12.5 SELF-INTEREST OF MEMBERS. No member of the Committee shall have
any right to vote or decide upon any matter relating solely to himself under
the Plan or to vote in any case in which his individual right to claim any
benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act and the remaining members cannot
XII-1
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agree, Enron Corp. shall appoint a temporary substitute member to exercise all
the powers of the disqualified member concerning the matter in which he is
disqualified.
12.6 COMPENSATION AND BONDING. The members of the Committee shall not
receive compensation with respect to their services for the Committee. To the
extent required by the Act or other applicable law, or required by Enron Corp.,
members of the Committee shall furnish bond or security for the performance of
their duties hereunder.
12.7 COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and
provisions hereof and shall have 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 bylaws for the
administration of the Plan which are not inconsistent with the terms
and provisions hereof, provided such rules, regulations and bylaws are
evidenced in writing and copies thereof are delivered to the Trustee
and to Enron Corp.;
(b) to construe all terms, provisions, conditions and
limitations of the Plan. In all cases, the construction necessary for
the Plan to qualify under the applicable provisions of the Code shall
control;
(c) to correct any defect or supply any omission or reconcile
any inconsistency that may appear in the Plan, in such manner and to
such extent as it shall deem expedient to effectuate the purposes of
the Plan;
(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 prescribe procedures to be followed by distributees in
obtaining benefits hereunder;
(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
Act;
(h) to make a determination as to the right of any person to
a benefit under the Plan;
(i) to receive and review reports from the Trustee as to the
financial condition of the Trust Fund, including its receipts and
disbursements;
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(j) to instruct the Trustee as to the loans to Members
pursuant to the provisions of Section 11.4; and
(k) to direct the Trustee as to the investment of the
Trust fund in Enron Stock or EO&G Stock as the Committee may deem to
be appropriate and to be in accordance with the provisions of the
Plan.
12.8 COMPANY TO SUPPLY INFORMATION. The Company shall supply full and
timely information to the Committee relating to the Base Pay of all Members,
their ages, their retirement, death or other cause for termination of
employment and such other pertinent facts as the Committee may require. The
Company shall advise the Trustee of such of the foregoing facts as are deemed
necessary for the Trustee to carry out the Trustee's duties under the Plan.
When making a determination in connection with the Plan, the Committee shall be
entitled to rely upon the aforesaid information furnished by the Company.
12.9 INDEMNIFICATION. Enron Corp. shall indemnify and hold harmless
each member of the Committee against any and all expenses and liabilities
arising out of his or her administrative functions or fiduciary
responsibilities, including any expenses and liabilities which are caused by or
result from an act or omission constituting the negligence of such individual
in the performance of such functions or responsibilities, but excluding
expenses and liabilities which are caused by or result from such individual's
own gross negligence or willful misconduct. Expenses against which such person
shall be indemnified hereunder include, without limitation, the amounts of any
settlement or judgment, costs, counsel fees and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought or
settlement thereof.
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XIII.
ADMINISTRATION OF FUNDS
13.1 PAYMENT OF EXPENSES. All expenses incident to the administration
of the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, expenses of the Committee and the cost of furnishing any bond or security
required of the Committee, shall be paid by the Trustee from Members' Accounts
in the Trust Fund and, until paid, shall constitute a claim against the Trust
Fund which is paramount to the claims of Members and beneficiaries; provided,
however, that (a) the obligation of the Trustee to pay such expenses from
Members' Accounts in the Trust Fund shall cease to exist to the extent the
Company elects to reimburse or pay on behalf of the Plan all or any portion of
such expenses and (b) in the event the Trustee's compensation is to be paid,
pursuant to this Section, from the Trust Fund, any individual serving as
Trustee who already receives full-time pay from an employer or an association
of employers whose employees are participants in the Plan, or from an employee
organization whose members are participants in the Plan, shall not receive any
additional compensation for serving as Trustee. To the extent that a general
Plan and Trust expense is paid from Members' Accounts in the Trust Fund, it
shall be paid pro rata from such Accounts based on relative Account balances.
To the extent that a Plan and Trust expense paid from the Trust Fund (such as a
fixed per-Member annual membership fee) is specific to a Member's Account or
Accounts, it shall only be paid by such Account or Accounts. This Section
shall be deemed a part of any contract to provide for expenses of Plan and
Trust administration, whether or not the signatory to such contract is, as a
matter of convenience, the Company.
13.2 TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee hereunder shall be held
for investment purposes as a commingled Trust Fund. The Committee shall
maintain Accounts in the name of each Member, but the maintenance of an Account
designated as the Account of a Member shall not mean that such Member shall
have a greater or lesser interest than that due him by operation of the Plan
and shall not be considered as segregating any funds or property from any other
funds or property contained in the commingled fund. No Member shall have any
title to any specific asset in the Trust Fund.
13.3 DISTRIBUTIONS FROM MEMBERS' ACCOUNTS. Distributions from a
Member's Accounts shall be made by the Trustee only if, when, and in the amount
and manner directed in writing by the Committee. Any distribution made to a
Member or for his benefit shall be debited to such Member's Account or
Accounts. All distributions hereunder shall be made in cash except as
otherwise specifically provided herein.
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XIV.
TRUSTEE
As a means of administering the assets of the Plan, Enron Corp. has
entered into a Trust Agreement with the NORTHERN TRUST COMPANY, as Trustee.
The Trustee shall be the "named fiduciary" with respect to investment of the
Trust Fund's assets. The Trust Agreement may be amended, from time to time, as
Enron Corp. deems advisable in order to effectuate the purpose of the Plan.
Any Trustee may resign at any time by giving at least thirty days
written notice of such resignation to Enron Corp. Any Trustee may be removed,
with or without cause, by Enron Corp. on written notice of such removal to such
Trustee. Enron Corp. may appoint a successor Trustee by executing a new Trust
Agreement, copies of which shall be delivered to the Committee and the former
Trustee. If there would be no other Trustee then acting, the actual
appointment and qualification of a successor Trustee to whom the Trust Fund may
be transferred are conditions which must be fulfilled before the resignation or
removal of a Trustee shall become effective. Enron Corp. may increase or
decrease the number of Trustees at any time acting hereunder.
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XV.
FIDUCIARY PROVISIONS
15.1 ARTICLE CONTROLS. This Article shall control over any contrary,
inconsistent or ambiguous provisions contained in the Plan.
15.2 GENERAL ALLOCATION OF DUTIES. Each fiduciary with respect to the
Plan shall have only those specific powers, duties, responsibilities and
obligations as are specifically given him under the Plan. Enron Corp. shall
have the sole authority to appoint and remove the Trustee or members of the
Committee. Except as otherwise specifically provided, the Committee shall have
the sole responsibility for the administration of the Plan, which
responsibility is specifically described herein. Except as otherwise
specifically provided, the Trustee shall have the sole responsibility for the
administration, investment and management of the assets held under the Plan.
It is intended under the Plan that each fiduciary shall be responsible for the
proper exercise of his own powers, duties, responsibilities and obligations
hereunder and shall not be responsible for any act or failure to act of another
fiduciary except to the extent provided by law or as specifically provided
herein.
15.3 FIDUCIARY DUTY. Each fiduciary under the Plan, including but not
limited to the Committee and the Trustee as "named fiduciaries," shall
discharge his duties and responsibilities with respect to the Plan:
(a) solely in the interest of the Members, for the exclusive
purpose of providing benefits to Members, and their beneficiaries, and
defraying reasonable expenses of administering the Plan;
(b) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims;
(c) by diversifying the investments of the Plan so as to
minimize the risk of large losses, unless under the circumstances it
is prudent not to do so; and
(d) in accordance with the documents and instruments
governing the Plan insofar as such documents and instruments are
consistent with applicable law.
No fiduciary shall cause the Plan or Trust Fund to enter into a "prohibited
transaction" as provided in section 4975 of the Code.
15.4 DELEGATION AND ALLOCATION. The Committee may appoint
subcommittees, individuals or any other agents as it deems advisable and may
delegate to any of such appointees any or all of the powers and duties of the
Committee. Such appointment and delegation must be in writing, specifying the
powers or duties being delegated, and must be accepted in writing by the
delegatee. Upon such appointment, delegation and acceptance, the delegating
Committee
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members shall have no liability for the acts or omissions of any such
delegatee, as long as the delegating Committee members do not violate their
fiduciary responsibility in making or continuing such delegation.
15.5 INVESTMENT MANAGER. The Committee may, in its sole discretion,
appoint an "investment manager," with power to manage, acquire or dispose of
any asset of the Plan and to direct the Trustee in this regard, so long as:
(a) the investment manager is (1) registered as an investment
adviser under the Investment Advisers Act of 1940, (2) a bank, as
defined in the Investment Advisers Act of 1940, or (3) an insurance
company qualified to do business under the laws of more than one
state; and
(b) such investment manager acknowledges in writing that he
is a fiduciary with respect to the Plan.
Upon such appointment, the Committee shall not be liable for the acts of the
investment manager, as long as the Committee members do not violate their
fiduciary responsibility in making or continuing such appointment. The Trustee
shall follow the directions of such investment manager and shall not be liable
for the acts or omissions of such investment manager. The investment manager
may be removed by the Committee at any time and within its sole discretion.
15.6 THIRD PARTY ADMINISTRATOR. Notwithstanding any provision of the
Plan or the Trust Agreement to the contrary, the Company may, in its sole
discretion, engage any service provider which is not an employee or a
subsidiary of the Company to perform identified administrative services with
respect to the Plan ("Third-Party Administrative Services"). In the event that
the Company so engages any such service provider to perform Third-Party
Administrative Services, then notwithstanding any provision of the Plan to the
contrary, the Company shall be fully responsible and accountable for selecting,
credentialling, overseeing and monitoring such service provider, including
without limitation, evaluating the quality of performance, determining whether
the fees charged are reasonable, and removing or replacing such service
provider, as the Company deems to be necessary or appropriate in its
discretion. Upon engaging a service provider to perform Third-Party
Administrative Services, the Company shall advise the Committee in writing
regarding such engagement identifying the service provider and the Third-Party
Administrative Services which are to be performed by such service provider.
Thereafter the Committee shall have no power, duty or responsibility with
respect to such Third-Party Administrative Services and shall have no power,
duty or responsibility to monitor the performance of such service provider.
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XVI.
AMENDMENTS
16.1 RIGHT TO AMEND. Subject to Section 16.2 and any other
limitations contained in the Act or the Code, Enron Corp. may from time to time
amend, in whole or in part, any or all of the provisions of the Plan on behalf
of Enron Corp. and all Companies. Specifically, but not by way of limitation,
Enron Corp. may make any amendment necessary to acquire and maintain a
qualified status for the Plan under the Code, whether or not retroactive.
16.2 LIMITATION ON AMENDMENTS. No amendment of the Plan may be made
which would vest in the Company, directly or indirectly, any interest in or
control of the Trust Fund. No amendment may be made which would vary the
Plan's exclusive purpose of providing benefits to Members, and their
beneficiaries, and defraying reasonable expenses of administering the Plan or
which would permit the diversion of any part of the Trust Fund from that
exclusive purpose. No amendment shall be made which would reduce any then
nonforfeitable interest of a Member. No amendment shall increase the duties or
responsibilities of the Trustee unless the Trustee consents thereto in writing.
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XVII.
DISCONTINUANCE OF CONTRIBUTIONS
TERMINATION AND MERGER OR CONSOLIDATION
17.1 RIGHT TO TERMINATE. The Company has established the Plan with
the bona fide intention and expectation that from year to year it will be able
to, and will deem it advisable to, make its contributions as herein provided.
However, circumstances not now foreseen, or circumstances beyond its control,
may make it either impossible or inadvisable for the Company to continue to
make its contributions to the Trustee. Therefore, the Company shall have the
power to discontinue contributions to the Plan, terminate the Plan or partially
terminate the Plan at any time hereafter. Each member of the Committee and the
Trustee shall be notified of such discontinuance, termination or partial
termination.
17.2 ADMINISTRATION OF PLAN IN CASE OF DISCONTINUANCE OF CONTRIBUTIONS
OR TERMINATION.
(a) If the Plan is amended so as to permanently discontinue
Company contributions, or if Company contributions are in fact permanently
discontinued, the Vested Interest of each affected Member shall be 100%,
effective as of the date of discontinuance. In case of discontinuance, the
Committee shall remain in existence and all other provisions of the Plan which
are necessary, in the opinion of the Committee, for equitable operation of the
Plan shall remain in force.
(b) If the Plan is terminated or partially terminated, the
Vested Interest of each affected Member shall be 100%, effective as of the
termination date. Unless the Plan is otherwise amended prior to dissolution of
Enron Corp., the Plan shall terminate as of the date of dissolution of Enron
Corp.
(c) Upon discontinuance or termination, any previously
unallocated contributions, forfeitures and net income (or net loss) shall be
allocated among the Accounts of the Members on such date of discontinuance or
termination according to the provisions of Article IV, as if such date of
discontinuance or termination were a Valuation Date. Thereafter, the net
income (or net loss) shall continue to be allocated to the Accounts of the
Members until the balances are distributed. In the event of termination, the
date of the final distribution shall be treated as a Valuation Date.
(d) In the case of a total or partial termination of the
Plan, and in the absence of a Plan amendment to the contrary, the Trustee shall
pay the balance of the Accounts of a Member for whom the Plan is terminated to
such Member, subject to the time of payment, manner of payment and consent
provisions of Article X.
17.3 MERGER, CONSOLIDATION OR TRANSFER. This Plan and Trust Fund may
not merge or consolidate with, or transfer its assets or liabilities to, any
other plan, unless immediately thereafter each Member would, in the event such
other plan terminated, be entitled to a benefit
XVII-1
<PAGE> 49
which is equal to or greater than the benefit to which he would have been
entitled if the Plan were terminated immediately before the merger,
consolidation or transfer.
XVII-2
<PAGE> 50
XVIII.
ADOPTING EMPLOYERS
18.1 ADOPTION BY OTHER EMPLOYERS. It is contemplated that other
corporations, associations, partnerships or proprietorships may adopt this Plan
and thereby become Employers. 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. The
provisions of the Plan shall apply separately and equally to each 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 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 Company
only. Transfer of employment among Employers shall not be considered a
termination of employment hereunder, and Service with one shall be considered
as Service with all others. Any 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 Company's
Plan participation at any time.
18.2 SINGLE PLAN. For purposes of the Code and the Act, the Plan as
adopted by the Employers shall constitute a single plan rather than a separate
plan of each Company. All assets in the Trust Fund shall be available to pay
benefits to all Members and their beneficiaries.
XVIII-1
<PAGE> 51
XIX.
MISCELLANEOUS
19.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of this
Plan shall not be deemed to be a contract between the Company and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of
the Company or to restrict the right of the Company to discharge any person at
any time nor shall the Plan be deemed to give the Company the right to require
any person to remain in the employ of the Company or to restrict any person's
right to terminate his employment at any time.
19.2 PAYMENTS SOLELY FROM TRUST FUND. All benefits payable under the
Plan shall be paid or provided for solely from the Trust Fund and neither the
Company nor the Trustee assumes any liability or responsibility for the
adequacy thereof. The Committee or the Trustee may require execution and
delivery of such instruments as are deemed necessary to assure proper payment
of any benefits.
19.3 ALIENATION OF INTEREST FORBIDDEN. Except as otherwise provided
with respect to "qualified domestic relations orders" pursuant to section
206(d) of the Act and sections 401(a)(13) and 414(p) of the Code and except as
otherwise provided under other applicable law, no right or interest of any kind
in any benefit shall be transferable or assignable by any Member or any
beneficiary or be subject to anticipation, adjustment, alienation, encumbrance,
garnishment, attachment, execution or levy of any kind. Plan provisions to the
contrary notwithstanding, the Committee shall comply with the terms and
provisions of any "qualified domestic relations orders," including orders which
require distributions to an alternate payee prior to a Member's "earliest
retirement age" as such term is defined in section 206(d)(3)(E)(ii) of the Act
and section 414(p)(4)(B) of the Code or prior to the time a Member otherwise
begin entitled to receive a current distribution from the Plan, and shall
establish appropriate procedures to effect the same.
19.4 NO BENEFITS TO THE COMPANY. No part of the corpus or income of
the Trust Fund shall be used for any purpose other than the exclusive purpose
of providing benefits for the Members and their beneficiaries and defraying
reasonable expenses of administering the Plan. Anything to the contrary herein
notwithstanding, the Plan shall never be construed to vest any rights in the
Company other than those specifically given hereunder.
19.5 SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.
19.6 JURISDICTION. The situs of the Plan hereby created is Texas.
All provisions of the Plan shall be construed in accordance with the laws of
Texas except to the extent preempted by federal law.
XIX-1
<PAGE> 52
XX.
TOP-HEAVY STATUS
20.1 ARTICLE CONTROLS. Any Plan provisions to the contrary
notwithstanding, the provisions of this Article shall control to the extent
required to cause the Plan to comply with the requirements imposed under
section 416 of the Code.
20.2 DEFINITIONS. For purposes of this Article, the following terms
and phrases shall have these respective meanings:
(a) ACCOUNT BALANCE: As of any Valuation Date, the
aggregate amount credited to an individual's account or accounts under
a qualified defined contribution plan maintained by the Company or a
Controlled Entity (excluding employee contributions which were
deductible within the meaning of section 219 of the Code and rollover
or transfer contributions made after December 31, 1983 by or on behalf
of such individual to such plan from another qualified plan sponsored
by an entity other than the Company or a Controlled Entity), increased
by (1) the aggregate distributions made to such individual from such
plan during a five-year period ending on the Determination Date and
(2) the amount of any contributions due as of the Determination Date
immediately following such Valuation Date.
(b) ACCRUED BENEFIT: As of any Valuation Date, the present
value (computed on the basis of the Assumptions) of the cumulative
accrued benefit (excluding the portion thereof which is attributable
to employee contributions which were deductible pursuant to section
219 of the Code, to rollover or transfer contributions made after
December 31, 1983 by or on behalf of such individual to such plan from
another qualified plan sponsored by an entity other than the Company
or a Controlled Entity, to proportional subsidies or to ancillary
benefits) of an individual under a qualified defined benefit plan
maintained by the Company or a Controlled Entity increased by (1) the
aggregate distributions made to such individual from such plan during
a five-year period ending on the Determination Date and (2) the
estimated benefit accrued by such individual between such Valuation
Date and the Determination Date immediately following such Valuation
Date. Solely for the purpose of determining top-heavy status, the
Accrued Benefit of an individual shall be determined under (1) the
method, if any, that uniformly applies for accrual purposes under all
qualified defined benefit plans maintained by the Company and the
Controlled Entities or (2) if there is no such method, as if such
benefit accrued not more rapidly than under the slowest accrual rate
permitted under section 411(b)(1)(C) of the Code.
(c) AGGREGATION GROUP: The group of qualified plans
maintained by the Company and each Controlled Entity consisting of (1)
each plan in which a Key Employee participates and each other plan
which enables a plan in which a Key Employee participates to meet the
requirements of sections 401(a)(4) or 410 of the Code or (2) each plan
in which a Key Employee participates, each other plan which enables
XX-1
<PAGE> 53
a plan in which a Key Employee participates to meet the requirements
of sections 401(a)(4) or 410 of the Code and any other plan which the
Company elects to include as a part of such group; provided, however,
that the Company may elect to include a plan in such group only if the
group will continue to meet the requirements of sections 401(a)(4) and
410 of the Code with such plan being taken into account.
(d) ASSUMPTIONS: The interest rate and mortality assumptions
specified for top-heavy status determination purposes in any defined
benefit plan included in the Aggregation Group including the Plan.
(e) DETERMINATION DATE: For the first Plan Year of any plan,
the last day of such Plan Year and for each subsequent Plan Year of
such plan, the last day of the preceding Plan Year.
(f) KEY EMPLOYEE: A "key employee" as defined in section
416(i) of the Code and the Treasury Regulations thereunder.
(g) PLAN YEAR: With respect to any plan, the annual
accounting period used by such plan for annual reporting purposes.
(h) REMUNERATION: Base Pay within the meaning of section
415(c)(3) of the Code, as limited by section 401(a)(17) of the Code.
(i) VALUATION DATE: With respect to any Plan Year of any
defined contribution plan, the most recent date within the
twelve-month period ending on a Determination Date as of which the
trust fund established under such plan was valued and the net income
(or loss) thereof allocated to participants' accounts. With respect
to any Plan Year of any defined benefit plan, the most recent date
within a twelve-month period ending on a Determination Date as of
which the plan assets were valued for purposes of computing plan costs
for purposes of the requirements imposed under section 412 of the
Code.
20.3 TOP-HEAVY STATUS.
(a) The Plan shall be deemed to be top-heavy for a Plan Year,
if, as of the Determination Date for such Plan Year, (1) the sum of Account
Balances of Members who are Key Employees exceeds 60% of the sum of Account
Balances of all Members unless an Aggregation Group including the Plan is not
top-heavy or (2) an Aggregation Group including the Plan is top-heavy. An
Aggregation Group shall be deemed to be top-heavy as of a Determination Date if
the sum (computed in accordance with section 416(g)(2)(B) of the Code and the
Treasury Regulations promulgated thereunder) of (1) the Account Balances of Key
Employees under all defined contribution plans included in the Aggregation
Group and (2) the Accrued Benefits of Key Employees under all defined benefit
plans included in the Aggregation Group exceeds 60% of the sum of the Account
Balances and the Accrued Benefits of all individuals under such plans.
Notwithstanding the foregoing, the Account Balances and Accrued Benefits of
individuals who are not Key Employees in any Plan Year but who were Key
XX-2
<PAGE> 54
Employees in any prior Plan Year shall not be considered in determining the
top-heavy status of the Plan for such Plan Year. Further, notwithstanding the
foregoing, the Account Balances and Accrued Benefits of individuals who have
not performed services for the Company or any Controlled Entity at any time
during the five-year period ending on the applicable Determination Date shall
not be considered.
(b) If the Plan is determined to be top-heavy for a Plan
Year, the Company shall contribute to the Plan for such Plan Year on behalf of
each Member who is not a Key Employee and who has not terminated his employment
as of the last day of such Plan Year an amount equal to:
(1) the lesser of (A) 3% of such Member's
Remuneration for such Plan Year or (B) a percent of such Member's
Remuneration for such Plan Year equal to the greatest percent
determined by dividing for each Key Employee the amounts allocated to
such Key Employee's Before-Tax Contribution Account and Company
Contribution Account for such Plan Year by such Key Employee's
Remuneration; reduced by
(2) the amount of Company Discretionary
Contributions allocated to such Member's Accounts for such Plan Year.
The minimum contribution required to be made for a Plan Year pursuant to this
Paragraph for a Member employed on the last day of such Plan Year shall be made
regardless of whether such Member is otherwise ineligible to receive an
allocation of the Company's contributions for such Plan Year. The minimum
contribution required to be made pursuant to this Paragraph shall also be made
for an Eligible Employee who is not a Key Employee and who is excluded from
participation in the Plan for failing to make mandatory After- Tax
Contributions or Before-Tax Contributions. Notwithstanding the foregoing, if
the Plan is deemed to be top-heavy for a Plan Year, the Company's contribution
for such Plan Year pursuant to this Paragraph shall be increased by
substituting "4%" in lieu of "3%" in Clause (1) hereof to the extent that Enron
Corp. determines to so increase such contribution to comply with the provisions
of section 416(h)(2) of the Code. Notwithstanding the foregoing, no
contribution shall be made pursuant to this Paragraph for a Plan Year with
respect to a Member who is a participant in another defined contribution plan
sponsored by the Company or a Controlled Entity if such Member receives under
such other defined contribution plan (for the plan year of such plan ending
with or within the Plan Year of this Plan) a contribution which is equal to or
greater than the minimum contribution required by section 416(c)(2) of the
Code. Notwithstanding the foregoing, no contribution shall be made pursuant to
this Paragraph for a Plan Year with respect to a Member who is a participant in
a defined benefit plan sponsored by the Company or a Controlled Entity if such
Member accrues under such defined benefit plan (for the plan year of such plan
ending with or within the Plan Year of this Plan) a benefit which is at least
equal to the benefit described in section 416(c)(1) of the Code. If the
preceding sentence is not applicable, the requirements of this Paragraph shall
be met by providing a minimum benefit under such defined benefit plan which,
when considered with the benefit provided under the Plan as an offset, is at
least equal to the benefit described in section 416(c)(1) of the Code.
XX-3
<PAGE> 55
20.4 TERMINATION OF TOP-HEAVY STATUS. If the Plan has been deemed to
be top-heavy for one or more Plan Years and thereafter ceases to be top-heavy,
the provisions of this Article shall cease to apply to the Plan effective as of
the Determination Date on which it is determined to no longer be top-heavy.
20.5 EFFECT OF ARTICLE. Notwithstanding anything contained herein to
the contrary, the provisions of this Article shall automatically become
inoperative and of no effect to the extent not required by the Code or the Act.
XX-4
<PAGE> 56
XXI.
SECURITIES REGULATIONS
Notwithstanding any other provision hereof, it is specifically
provided that the Trustee shall not purchase Enron Stock, EO&G Stock or other
Enron Corp. securities during any period in which such purchase is, in the
opinion of counsel for Enron Corp. or the Committee, restricted by any law or
regulation applicable thereto. During such period, amounts that would
otherwise be invested in Enron Stock, EO&G Stock or other Enron Corp.
securities shall be invested in such other assets as the Trustee may in its
discretion determine or the Trustee may hold such amounts uninvested for a
reasonable period pending the designated investment.
XXI-1
<PAGE> 57
EXECUTED this ____ day of _____________________________, 19_____.
ENRON CORP.
By __________________________
(iii)
<PAGE> 58
ADOPTING COMPANIES:
Enron ExPat Services, Inc.
Enron Washington, Inc.
Enron Pipeline Company
Transwestern Pipeline Company
Florida Gas Transmission Company
Citrus Corp.
Northern Plains Natural Gas Company
Northern Natural Gas Company
Enron Gas Services Corp.
Enron Liquids Pipeline Company
EGP Fuels Company
Enron Methanol Company
Enron International Inc.
Enron Power Operating Company
EOC Hr/Safety/Trng.
Enron Oil & Gas Company
Houston Pipeline Company
Intratex Gas Company
Oasis Pipeline Company
Enron Reserve Acquisition Corp.
Enfuels Corporation
Enron Access Corporation
EHMC (New Co.)
Houston Pipeline Company
EGS New Ventures Corp.
Enron Administrative Services Corp.
(iv)
<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 report dated June 19, 1992,
included in Enron Corp.'s Annual Report on Form 11-K of the Enron Corp. Savings
Plan for the year ended December 31, 1992, and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN & CO.
--------------------------
Arthur Andersen & Co.
Houston, Texas
February 9, 1994
<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 19,
1993, included or incorporated by reference in Enron Corp.'s Annual Report to
Shareholders and Customers on Form 10-K for the year ended December 31, 1992,
and to all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN & CO.
-----------------------------
Arthur Andersen & Co.
Houston, Texas
February 9, 1994
<PAGE> 1
Exhibit 23.3
{DeGOLYER AND MacNAUGHTON LETTERHEAD}
February 9, 1994
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, to be filed with the Securities and
Exchange Commission on or about February 9, 1994, of the references to our firm
and to our opinions delivered to Enron Oil & Gas Company (the Company) relating
to our comparison of estimates prepared by us to those furnished to us by the
Company of proved oil, condensate, natural gas liquids, and natural gas
reserves of certain selected properties owned by the Company as expressed in
our letter reports dated January 31, 1991, January 23, 1992, and January 20,
1993, for estimates as of January 1, 1991, January 1, 1992, and January 1,
1993, respectively, which are included 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, 1992, and in Note 18
to the Enron Corp. consolidated financial statements incorporated in Enron
Corp.'s Form 10-K for the year ended December 31, 1992. We also consent to the
incorporation by reference in the Registration Statement on Form S-8 of (i) our
letter report, dated January 20, 1993, addressed to the Company, which is
included as Exhibit 24.03 to Enron Corp.'s Annual Report on Form 10-K for the
year ended December 31, 1992, and (ii) our letter report, dated January 27,
1994, for estimates as of January 1, 1994, addressed to the Company, which is
included as Exhibit 10 to Enron Corp.'s Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 4, 1994.
Very truly yours,
/s/ DeGOLYER and MacNAUGHTON
----------------------------
DeGOLYER and MacNAUGHTON
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Enron Corp. Form S-8 Registration Statement of our report
dated June 22, 1993 included by Enron Corp. in the Form 11-K Annual Report
for the Plan for the year ended December 31, 1992.
/s/ MIR FOX & RODRIQUEZ
----------------------------
Mir Fox & Rodriquez
Houston, Texas
February 9, 1994
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 25th
day of January, 1994.
WILLIAM A. ANDERS
_________________
William A. Anders
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 26th
day of January, 1994.
ROBERT A. BELFER
________________
Robert A. Belfer
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 26th
day of January, 1994.
NORMAN P. BLAKE, JR.
____________________
Norman P. Blake, Jr.
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 25th
day of January, 1994.
JOHN H. DUNCAN
______________
John H. Duncan
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 25th
day of January, 1994.
JOE H. FOY
__________
Joe H. Foy
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 27th
day of January, 1994.
WENDY L. GRAMM
______________
Wendy L. Gramm
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 28th
day of January, 1994.
ROBERT K. JAEDICKE
__________________
Robert K. Jaedicke
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 26th
day of January, 1994.
RICHARD D. KINDER
_________________
Richard D. Kinder
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 26th
day of January, 1994.
KENNETH L. LAY
______________
Kenneth L. Lay
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 26th
day of January, 1994.
CHARLES A. LeMAISTRE
____________________
Charles A. LeMaistre
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 26th
day of January, 1994.
JOHN A. URQUHART
________________
John A. Urquhart
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 25th
day of January, 1994.
CHARLS E. WALKER
________________
Charls E. Walker
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of the
sale of interests of participants in the Enron Corp. Savings Plan (the "Plan"),
and of shares of Enron Corp. Common Stock, par value $.10 per share, shares of
Enron Corp. $10.50 Cumulative Second Preferred Convertible Stock, par value
$1.00 per share, or units comprised of such securities, to be offered pursuant
to the terms of the Plan, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Jack I. Tompkins, Kurt S.
Huneke 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 27th
day of January, 1994.
HERBERT S. WINOKUR, JR.
_______________________
Herbert S. Winokur, Jr.
