<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1997
REGISTRATION NO. 333-_____
================================================================================
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ENRON CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
47-0255140
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
1400 SMITH STREET
HOUSTON, TEXAS 77002-7369
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
--------------------
THE ENRON CORP. STOCK OPTION PLAN FOR ZOND EXCHANGE AGREEMENTS
(FULL TITLE OF THE PLAN)
REX R. ROGERS
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002-7369
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 853-3069
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
RONALD T. ASTIN
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
REGISTERED PER SHARE (1) OFFERING PRICE (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 415,448
$.10 PAR VALUE SHARES $42.625 $17,708,471 $5,367
====================================================================================================================
</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), USING THE AVERAGE OF THE
HIGH AND LOW PRICES REPORTED ON THE NEW YORK STOCK EXCHANGE OF $42.625 PER SHARE
FOR REGISTRANT'S COMMON STOCK ON JANUARY 2, 1997.
-----------------
- --------------------------------------------------------------------------------
================================================================================
<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. (Exchange Act Registration No. 1-3423), a
Delaware corporation (the "Registrant"), are incorporated
herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September
30, 1996;
(c) Current Report on Form 8-K filed with the Commission
on March 8,1996; and
(d) the description of Registrant's Common Stock
contained in Registration Statement No.
33-53877 on Form S-3 declared effective
by the Commission on July 14, 1994.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effective date of this
Registration Statement, prior to the filing of a
post-effective amendment to this Registration
Statement indicating that all securities offered
hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in any document
incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Registration
Statement to the extent that a statement contained
herein or in any other subsequently filed document
which also is or is deemed to be incorporated by
reference herein modifies or supersedes such
statement. Any such statement so modified or
superseded shall not be deemed to constitute a part
of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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 Enron contains the following provisions relating
to indemnification of directors and officers:
"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,
<PAGE> 3
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or
officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure
to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided
in paragraph (B) hereof, the Corporation shall indemnify and
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.
(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
<PAGE> 4
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."
Enron has purchased liability insurance policies
covering its directors and officers to provide protection
where Enron cannot legally indemnify a director or officer
and where a claim arises under the Employee Retirement Income
Security Act of 1974 against a director or officer based on
an alleged breach of fiduciary duty or other wrongful act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Registrant with the
Commission, each of the following exhibits is filed herewith:
4.1 Restated Certificate of Incorporation of Enron
Corp., as amended (incorporated by reference to Exhibit 3.01
to Annual Report of Enron Corp. on Form 10-K for the year
ended December 31, 1994).
4.2 Bylaws of Registrant, as currently in effect
(incorporated by reference to Exhibit 3.02 to Annual Report
of Enron Corp. on Form 10-K for the year ended December 31,
1995).
4.3 The Enron Corp. Stock Option Plan for Zond
Exchange Agreements adopted December 10, 1996
5.1 Opinion of James V. Derrick, Jr., Esq., Senior
Vice President and General Counsel of Enron Corp., as to
validity of the Common Stock.
23.1 Consent of James V. Derrick, Esq. (set forth in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of DeGolyer and MacNaughton, independent
consulting petroleum engineers.
24.1 Powers of Attorney of certain directors of Enron
Corp.
<PAGE> 5
UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering; and
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the
3rd day of January, 1997.
ENRON CORP.
By: /s/ EDMUND P. SEGNER, III
---------------------------
Edmund P. Segner, III
Executive Vice President
and Chief of Staff
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of January, 1997.
Signature Title
--------- -----
/s/ KENNETH L. LAY Chairman of the Board, Chief
------------------------------ Executive Officer and Director
(Kenneth L. Lay) (Principal Executive Officer)
/s/ROBERT H. BUTTS Vice President and Controller
------------------------------ (Principal Accounting Officer)
(Robert H. Butts)
/s/ WILLIAM D. GATHMANN Vice President, Finance and
------------------------------ Treasurer (Principal Financial
(William D. Gathmann) Officer)
ROBERT A. BELFER* Director
------------------------------
(Robert A. Belfer)
NORMAN P. BLAKE, JR.* Director
------------------------------
(Norman P. Blake, Jr.)
RONNIE C. CHAN* Director
------------------------------
(Ronnie C. Chan)
JOHN H. DUNCAN* Director
------------------------------
(John H. Duncan)
JOE H. FOY* Director
------------------------------
(Joe H. Foy)
WENDY L. GRAMM* Director
------------------------------
(Wendy L. Gramm)
ROBERT K. JAEDICKE* Director
------------------------------
(Robert K. Jaedicke)
CHARLES A. LeMAISTRE* Director
------------------------------
(Charles A. LeMaistre)
JOHN A URQUHART* Director
------------------------------
(John A. Urquhart)
JOHN WAKEHAM* Director
------------------------------
(John Wakeham)
CHARLS E. WALKER* Director
------------------------------
(Charls E. Walker)
HERBERT S. WINOKUR, JR.* Director
------------------------------
(Herbert S. Winokur, Jr.)
*By: /s/ PEGGY B. MENCHACA
------------------------------
(Peggy B. Menchaca)
(Attorney-in-fact for persons indicated)
<PAGE> 7
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Number Description
- -------------- -----------
4.1 Restated Certificate of Incorporation of Enron Corp., as
amended,(incorporated by reference to Exhibit 3.01 to
Annual Report of Enron Corp. on Form 10-K for the year
ended December 31, 1994).
4.2 Bylaws of Registrant, as currently in effect (incorporated
by reference to Exhibit 3.02 to Annual Report of Enron
Corp. on Form 10-K for the year ended December 31, 1995).
4.3 The Enron Corp. Stock Option Plan for Zond Exchange
Agreements adopted December 10, 1996.
5.1 Opinion of James V. Derrick, Jr., Esq., as to validity of
Common Stock.
23.1 Consent of James V. Derrick, Jr., Esq. (set forth in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of DeGolyer and MacNaughton, independent
consulting petroleum engineers.
24.1 Powers of Attorney of certain directors of Enron Corp.
<PAGE> 1
EXHIBIT 4.3
THE ENRON CORP. STOCK OPTION PLAN
FOR ZOND EXCHANGE AGREEMENTS
THIS STOCK OPTION PLAN (the "Plan") is hereby adopted this 10th day of
December, 1996, by Enron Corp., a Delaware corporation (the "Corporation").
1. PURPOSE. The purpose of this Plan is to advance the interests
of the Corporation and its shareholders, in furtherance of completion of and
closing the acquisition of Zond Corporation, a California corporation, by the
Corporation and Enron Renewable Energy Corp., a subsidiary of the Corporation
(the "Zond Acquisition"). Pursuant to the Purchase Agreement for the Zond
Acquisition, certain employees of Zond Corporation will elect to exchange
options to purchase shares of common stock of Zond Corporation for an option to
purchase shares of common stock of the Corporation (an "Option") according to
the provisions of the agreements by and between each such employee and the
Corporation (an "Option Exchange Agreement").
2. ADMINISTRATION. This Plan shall be administered by a
committee (the "Committee") comprised of the same individuals who serve on the
administrative committee for the Corporation's 1991 Stock Plan (as amended and
restated effective May 3, 1994). The Committee members shall serve at the
discretion of the Corporation's Board of Directors and may be removed or
replaced at any time or times. Committee members shall not be eligible to
receive an Option under this Plan. The Committee shall be responsible for
construing and interpreting the provisions of the Plan. The Committee may adopt
rules for the administration of the Plan consistent with the terms of the Plan
and the Committee's interpretation of the Plan. The Corporation shall indemnify
and hold harmless the members of the Committee for all actions taken in good
faith in connection with the administration of the Plan.
3. ELIGIBILITY. Each employee, officer of director of Zond
Corporation or any of its subsidiaries who has entered into an Option Exchange
Agreement (each, a "Recipient") shall receive a grant of an Option under
this Plan according to the provisions of his or her respective Option Exchange
Agreement.
4. OPTION SHARES. The Corporation may grant Options under this
Plan to purchase a maximum of number of shares of the Corporation's common stock
("Shares") in an amount to satisfy the Corporation's obligations stated under
Sections 2.03(f) and 2.04(a) of that certain Purchase Agreement made the 9th day
of December, 1996, to which the Corporation is a party, whereby Enron Renewable
Energy Corp. shall acquire all of the capital stock of Zond Corporation. Such
Shares may consist of either authorized, but unissued Shares or treasury Shares.
5. STRIKING PRICE. A Recipient of an Option granted under this
Plan may purchase up to the number of Shares subject to the Option at a purchase
price as provided for in the Recipient's Stock Option Agreement.
<PAGE> 2
6. STOCK OPTION AGREEMENT. An Option granted to a Recipient
shall be evidenced by a written agreement, substantially in the form attached
hereto as Exhibit A, that will be entered into between the Recipient and the
Corporation (each a "Stock Option Agreement").
7. EXERCISE OF OPTION. A Recipient's right to exercise his or
her Option shall be subject to all of the terms and conditions of the Plan, as
interpreted by the Committee, and the terms and conditions of the Stock
Option Agreement. Options shall be exercised in the following manner:
A. Time of Exercise. An Option granted under this Plan must be
exercised within sixty days following the filing by the Corporation of
a Registration Statement with the Securities and Exchange Commission
for the underlying Shares of the Stock Option Agreement. If the Option
is not timely exercised, it shall become void, canceled and rescinded.
Subject thereto, an Option granted under this Plan may be exercised at
any time or times after the filing of such Registration Statement,
whether or not the Recipient has terminated employment with his or her
employer. Options must be exercised in whole, not in part.
B. Method of Exercise. An Option shall be exercised by written notice
directed to the Committee, at the Corporation's principal place of
business, accompanied by cashier's check in payment of the option
price for the total number of Shares granted under the Stock Option
Agreement. Upon such payment, the Corporation shall make immediate
delivery of such number of Shares less a number of whole Shares having
a value as of such exercise necessary to satisfy withholding taxes due
with respect to such exercise, provided that if any law or regulation
requires the Corporation to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of
delivery of such Shares shall be extended for the period necessary to
take such action. Any fractional shares remaining after such
withholding by the Corporation shall be paid to the Recipient in cash.
Additionally, an Option may be exercised through a broker financed
exercise pursuant to the provisions of Regulation T of the Federal
Reserve Board and procedures established by the Company. If the
Company receives payment of the purchase price for the exercise of the
Option through a broker financed exercise before the end of the fifth
business day following the broker's execution of the sale of Stock for
the financed exercise, the exercise shall be effective at the time of
such sale. Otherwise, the exercise shall be effective when the Company
receives payment of the purchase price.
C. Termination of Option. An Option, to the extent not
previously exercised or canceled as provided above, shall terminate,
become unexercisable and be canceled on the tenth anniversary of its
date of grant.
8. CAPITAL ADJUSTMENT DUE TO REORGANIZATION. If and to the
extent that the number of issued Shares of the Corporation shall be increased
or reduced by change in par value, split up, reclassification, distribution of
a dividend payable in stock, or the like, the number of Shares subject to
Option and the option price per share hereunder shall be proportionately
adjusted by the Committee. If the Corporation is reorganized or consolidated or
merged with
2
<PAGE> 3
another corporation, the Recipient shall be entitled to receive options
covering shares of such reorganized, consolidated, or merged company in the
same proportion, at an equivalent price, and subject to the same conditions.
For purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the reorganization,
consolidation, or merger over the aggregate option price of such shares shall
not be more than the excess of the aggregate fair market value of all shares
subject to the Option immediately before such reorganization, consolidation, or
merger over the aggregate option price of such shares, and the new option or
assumption of the old Option shall not give the Recipient additional benefits
which he or she did not have under the old Option, or deprive Recipient of
benefits which he or she had under the old Option.
9. RIGHTS PRIOR TO EXERCISE OF OPTION. The Recipient shall have
no rights as a stockholder of the Corporation with respect to the Option Shares
until payment of the option price and delivery to him or her of such Shares as
herein provided. The Options granted under this Plan shall be nontransferable
by the Recipient other than by will or the laws of descent and distribution,
provided however, a Recipient may, on a form acceptable to the Committee,
designate a beneficiary or beneficiaries to exercise the right of the Recipient
in the event of his or her death, and to receive any Shares distributable with
respect to the Option granted to the Recipient. If a Recipient dies before
exercising his or her Option, and no beneficiary has been named, the Option may
be exercised, subject to the time requirements of this Plan, by the Recipient's
estate.
10. EFFECTIVE DATE. This Plan shall be effective as of December
10, 1996.
11. AMENDMENT OR TERMINATION OF PLAN. The Corporation's Board of
Directors reserves the right to revise or amend the Plan at any time or times
in any manner as it deems appropriate to bring the Plan into compliance or to
maintain the Plan in compliance with applicable law. Notwithstanding the
foregoing, no such termination or amendment shall, without a Recipient's
consent, change or impair any of the rights or obligations of the Recipient
under any Options previously granted to the Recipient, or with respect to any
Shares acquired by the Recipient as the result of the exercise of an Option
granted under this Plan.
12. REGISTRATION AND RESTRICTIONS.
A. Registration of Shares. As soon as administratively feasible after
adoption of the Plan by the Corporation, the Corporation shall cause a
registration statement to be prepared and filed under the Securities Act of
1933, as amended (the "Act"), with respect to the Shares of the Corporation
acquirable pursuant to Options granted under the Plan, shall use its best
efforts to have such registration statement declared or become effective, and
shall keep such registration effective throughout the period any Options are in
effect. In the absence of such effective registration statement or an available
exemption from registration under the Act, delivery of such Shares shall be
delayed until registration of the Shares is effective or, in the opinion of the
General Counsel of the Corporation, an exemption from registration under the
Act is available. The Corporation shall use its best efforts to ensure that no
such delay will occur. In the event exemption from registration under the Act
is available, a Recipient (or Recipient's estate or
3
<PAGE> 4
personal representative in the event of the Recipient's death or incapacity),
if requested by the Corporation to do so, will execute and deliver to the
Corporation in writing an agreement containing such provisions as the
Corporation may require to assure compliance with applicable securities laws.
No sale or disposition of Shares acquired pursuant to an Option granted under
the Plan by a Recipient shall be made in the absence of an effective
registration statement with respect to such Shares under the Act unless an
opinion of counsel satisfactory to the Corporation, that such sale or
disposition will not constitute a violation of the Act or any other applicable
securities laws, is first obtained. In the event that a Recipient proposes to
sell or otherwise dispose of such Shares in a manner for which an exception
from the registration requirements of the Act is unavailable for such sale or
disposition, and upon request to the Corporation by the Recipient, the
Corporation, at its sole cost and expense, shall cause a registration statement
to be prepared and filed with respect to such sale or disposition by the
Recipient and shall use its best efforts to have such registration statement
declared effective, and, in connection therewith shall execute and deliver such
documents as shall be necessary, including without limitation, agreements
providing for the indemnification of underwriters for any loss or damage
incurred in connection with such sale or disposition.
B. Share Certificates. All certificates for Shares delivered
under the Plan pursuant to the exercise of an Option granted thereunder shall
be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the Plan or the rules regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which such Shares or other securities are then listed and any applicable
Federal or state securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions, including, but not limited to, the provisions of this
Section 12 of the Plan.
13. TEXAS LAW. This Plan shall be interpreted under and construed in
accordance with the laws of the State of Texas, without giving effect to
principles of conflicts of laws.
THIS PLAN is adopted by action of the Board of Directors at a meeting
held on December 10, 1996.
IN WITNESS WHEREOF, the Corporation has executed this Plan effective
December 10, 1996.
Enron Corp. ATTEST:
By: /s/ James V. Derrick, Jr. By: /s/ Rex Rogers
------------------------- ----------------------------
James V. Derrick, Jr. Rex Rogers
Senior Vice President and Assistant Secretary
General Counsel
4
<PAGE> 5
Exhibit A
STOCK OPTION AGREEMENT
THE ENRON CORP. STOCK OPTION PLAN
FOR ZOND EXCHANGE AGREEMENTS
A. A STOCK OPTION ("Option") for a total of _____ shares of common stock of
Enron Corp. (the "Corporation") is hereby granted to ___________ (the
"Recipient"), subject in all respects to the terms and provisions of the Enron
Corp. Stock Option Plan For Zond Exchange Agreements (the 'Plan"), which has
been adopted by the Corporation and the provisions of which are incorporated
herein by reference.
B. The option price is Ten Cents ($0.10) per share.
C. This Option may not be transferred to any person otherwise than by will or
the laws of descent and distribution and may be exercised during the lifetime
of the Recipient only by Recipient. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors, and assigns of the
Recipient.
D. This Option may be exercised only in accordance with the terms of the Plan.
Dated: , 199
--------------------- --
ENRON CORP.
By:
-----------------------------------
Title:
RECIPIENT ACKNOWLEDGMENT
The Recipient acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he or she is familiar with the terms and
provisions thereof. The Recipient hereby accepts this Option subject to all the
terms and provisions of the Plan. The Recipient hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the Board
of Directors and, where applicable, the Stock Option Plan Committee, upon any
questions, issues or claims arising under the Plan. As a condition to the
issuance of shares of Common Stock of the Corporation under this Option, in
lieu of the Recipient paying to the Corporation a cash amount, the Recipient
authorizes and directs the Corporation to withhold from any exercise thereof a
number of whole shares of sufficient value for withholding taxes required to be
withheld by the Corporation under federal, state, or local law as a result of
the exercise of this Option. The Recipient agrees that the Option granted
hereby shall be deemed to be the Option required to be issued pursuant to that
certain
<PAGE> 6
Option Exchange Agreement dated December __, 1996, between the Recipient and
the Corporation (the "Option Exchange Agreement"). To the extent that the terms
contained herein are inconsistent with those contained in Article 2 of the
Option Exchange Agreement, the terms contained herein shall govern.
Dated: , 199
--------------------- --
- --------------------------------
Recipient
<PAGE> 1
EXHIBIT 5.1
January 3, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Ladies and Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., a
Delaware corporation (the "Company"), I am familiar with the Company's
Registration Statement on Form S-8 (the Registration Statement) relating
to a proposed offering and sale of up to an aggregate of 415,448 shares
(the "Shares") of Common Stock, par value $.10 per share ("Common Stock"),
of the Company pursuant to The Enron Corp. Stock Option Plan for Zond
Exchange Agreements (the "Plan").
Before rendering my opinion, I, or other members of the legal
department acting under my supervision, examined certain corporate records
of the Company, including its Restated Certificate of Incorporation, its
Bylaws and certain resolutions of the Board of Directors of the Company.
I, or other members of the legal department acting under my supervision,
also examined the Registration Statement, together with the exhibits
thereto, and such certificates of officers of the Company, the Plan and
other documents and records as I have deemed necessary for the purposes of
this opinion. As to matters of fact relevant to the opinions expressed
herein, and as to factual matters arising in connection with our
examination of corporate documents, records and other documents and
writings, we relied upon certificates and other communications of
corporate officers of the Company, without further investigation as to the
facts set forth therein.
Based upon the foregoing, I am of the opinion that the Shares to
be issued pursuant to the Plan have been validly authorized for issuance
and, when the Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), and the Shares are issued
and paid for in accordance with the terms of the Plan, the Shares so
issued will be validly issued, fully paid and nonassessable.
I am a member of the bar of the State of Texas. The opinion set
forth above is limited in all respects to the laws of the State of Texas,
the General Corporation Law of the State of Delaware, and federal law.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. By giving such consent, I do not admit that I
am within the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder. For purposes of this opinion, I assume that
the securities to be issued pursuant to the Registration Statement will be
issued in compliance with all applicable state securities or Blue Sky
laws.
Very truly yours,
/s/ JAMES V. DERRICK
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
our reports dated February 16, 1996, included in Enron Corp.'s Current
Report on Form 8-K dated March 8, 1996 and Annual Report on Form 10-K for
the year ended December 31, 1995.
ARTHUR ANDERSEN LLP
Houston, Texas
January 3, 1997
<PAGE> 1
EXHIBIT 23.3
[DEGOLYER AND MACNAUGHTON LETTERHEAD]
December 31, 1996
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
Registration Statement), to be filed with the Securities and Exchange
Commission on or about January 3, 1997, by Enron Corp., DeGolyer and
MacNaughton hereby consents to the incorporation in said Registration
Statement of the references to our firm and to the opinions delivered to
Enron Oil & Gas Company (the Company) regarding our comparison of
estimates prepared by us with those furnished to us by the Company of the
proved oil, condensate, natural gas liquids, and natural gas reserves of
certain selected properties owned by the Company. The opinions are
contained in our letter reports dated January 27, 1994, January 13, 1995,
and January 22, 1996, for estimates, as of January 1, 1994, January 1,
1995, and December 31, 1995, respectively. The opinions are referred to in
the section "Oil and Gas Exploration and Production Properties and
Reserves-Reserve Information" in Enron Corp.'s Annual Report on Form 10-K
for the year ended December 31, 1995, and in Note 18 to the Enron Corp.
consolidated financial statements included in Enron Corp.'s Form 10-K for
the year ended December 31, 1995. DeGolyer and MacNaughton also consents
to the incorporation by reference in the Registration Statement of its
letter report, dated January 22, 1996, 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, 1995.
Very truly yours,
DEGOLYER AND MACNAUGHTON
<PAGE> 1
EXHIBIT 24.1
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ ROBERT A. BELFER
---------------------------
Robert A. Belfer
<PAGE> 2
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ NORMAN P. BLAKE, JR.
---------------------------
Norman P. Blake, Jr.
<PAGE> 3
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ RONNIE C. CHAN
---------------------------
Ronnie C. Chan
<PAGE> 4
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ JOHN H. DUNCAN
---------------------------
John H. Duncan
<PAGE> 5
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ JOE H. FOY
---------------------------
Joe H. Foy
<PAGE> 6
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 2nd
day of January, 1997.
/s/ WENDY L. GRAMM
---------------------------
Wendy L. Gramm
<PAGE> 7
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ ROBERT K. JAEDICKE
---------------------------
Robert K. Jaedicke
<PAGE> 8
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ KENNETH L. LAY
---------------------------
Kenneth L. Lay
<PAGE> 9
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ CHARLES A. LeMAISTRE
---------------------------
Charles A. LeMaistre
<PAGE> 10
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ JOHN A. URQUHART
---------------------------
John A. Urquhart
<PAGE> 11
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ JOHN WAKEHAM
---------------------------
John Wakeham
<PAGE> 12
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ CHARLS S. WALKER
---------------------------
Charls S. Walker
<PAGE> 13
LIMITED POWER OF ATTORNEY
ENRON CORP.
KNOW ALL MEN BY THESE PRESENTS that, the undersigned director or
officer of Enron Corp., a Delaware corporation, does hereby make, constitute
and appoint Kenneth L. Lay, Peggy B. Menchaca and William D. Gathmann, and each
of them acting individually, his true and lawful attorney with power to act
without the other and with full power of substitution and resubstitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity or capacities as aforesaid, a Registration Statement on Form S-8 for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to an employee benefit plan and options to
purchase Common Stock of Enron Corp. to be issued in connection with the
acquisition of Zond Corporation and any and all amendments and supplements
thereto or other documents in support thereof or supplemental thereto, hereby
granting to said attorneys and each of them full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and things
which said attorney or attorneys may do or cause to be done by virtue of these
presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 2nd
day of January, 1997.
/s/ HERBERT S. WINOKUR, JR.
---------------------------
Herbert S. Winokur, Jr.
