As filed with the Securities and Exchange Commission on February 8, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
ENRON OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 47-0684736
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Smith Street
Houston, Texas 77002-7369
(Address of principal executive offices, including zip code)
_________________
ENRON OIL & GAS COMPANY 1994 STOCK PLAN
(Full title of the plan)
Angus H. Davis
Vice President, Communications and Corporate Secretary
1400 Smith Street
Houston, Texas 77002-7369
(Name and address of agent for service)
(713) 853-6161
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate Registration
registered registered per share(1) offering price(1) Fee
Common Stock, without
par value 1,000,000 $44.6875 $44,687,500.00 $15,410.00
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c), using the average of the
high and low prices of such stock reported in the consolidated reporting system
on February 1, 1994.
Page 1 of 26 Pages
Exhibit Index appears on Page 7
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 Oil & Gas Company, a Delaware corporation (the ``Company''), 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 Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993;
(e) Description of the Common Stock contained in Form 8-A filed
with the Commission on August 29, 1989.
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 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.
Pursuant to the authority granted under Section 145 of
Chapter 1 of Title 8 of the Delaware General Corporation Law, the
Company adopted Article Eighth to its Restated Certificate of
Incorporation which provides that:
A. (1) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an
improper personal benefit.
(2) The foregoing provisions of this Article shall not
eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of this Restated Certificate of
Incorporation. Any repeal or amendment of this Article by the stockholders
of the Corporation shall be prospective only and shall not adversely
affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or amendment. In addition
to the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article, a director
shall not be liable to the fullest extent permitted by any amendment to the
Delaware General Corporation Laws enacted that further limits the liability
of a director.
B. (1) Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter
a ``proceeding''), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director
or officer, of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph
(2) hereof, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires,
the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of
the proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article or otherwise. The Corporation
may, by action of its Board of Directors, provide indemnification
to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.
(2) If a claim under paragraph B(1) of this Article is
not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to 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) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(4) The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of
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.
(5) If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify and hold
harmless each director, officer, employee and agent of the
Corporation, and may nevertheless indemnify and hold harmless
each employee and agent of the Corporation, as to costs, charges
and expenses (including attorney's fees), judgments, fines, and
amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated and
to the full extent permitted by applicable law.
(6) For purposes of this Article, reference to the
``Corporation'' shall include, in addition to the Corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger prior to
(or, in the case of an entity specifically designated in a
resolution of the Board of Directors, after) the adoption hereof
and which, if its separate existence had continued, would have
had the power and authority to indemnify its directors, officers
and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
The Company's officers and directors are also covered by
insurance policies purchased by Enron Corp. that provide
protection where the Company cannot legally indemnify a director
or officer and where a claim arises under the Employee Retirement
Income Security Act of 1974 against a director or officer based
on an alleged breach of fiduciary duty or other wrongful act.
The Company reimburses Enron Corp. for costs attributable to
insurance policies for the Company's officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1(a) Restated Certificate of Incorporation of Enron
Oil & Gas Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, Registration No. 33-30678).
*4.1(b) Certificate of Amendment of Restated Certificate of
Incorporation of Enron Oil & Gas Company.
4.2 Bylaws of Enron Oil & Gas Company (incorporated
by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1990).
*4.3 Enron Oil & Gas Company 1994 Stock Plan.
*23.1 Consent of Arthur Andersen & Co.
*23.2 Consent of DeGolyer and MacNaughton.
*24.1 Powers of Attorney of certain directors of the Company.
__________________
* 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'');
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Houston, State of Texas, on the 8th day of February, 1994.
ENRON OIL & GAS COMPANY
By:
Walter C. Wilson
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the following
persons in the capacities indicated on the dates indicated.
Signature Title Date
Chairman of the Board, President, February 8, 1994
Forrest E. Hoglund Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and February 8, 1994
Walter C. Wilson Chief Financial Officer
(Principal Financial Officer)
Vice President and Controller February 8, 1994
Ben B. Boyd (Principal Accounting Officer)
* Director
Fred C. Ackman
* Director
Richard D. Kinder
* Director
Kenneth L. Lay
* Director
Edward Randall, III
*By: February 8, 1994
Angus H. Davis
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description of Exhibit Page
4.1(a) Restated Certificate of Incorporation of Enron Oil & Gas
Company (incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No. 33-30678).
*4.1(b) Certificate of Amendment of Restated Certificate of 8
Incorporation of Enron Oil & Gas Company.
4.2 Bylaws of Enron Oil & Gas Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990).
*4.3 Enron Oil & Gas Company 1994 Stock Plan. 9
*23.1 Consent of Arthur Andersen & Co. 22
*23.2 Consent of DeGolyer and MacNaughton. 23
*24.1 Powers of Attorney of certain directors of the Company. 24
* Filed herewith.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ENRON OIL & GAS COMPANY
Enron Oil & Gas Company, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify that:
The amendment to the Company's Restated Certificate of Incorporation set
forth in the following resolution approved by the Company's Board of Directors
and stockholders was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware:
"NOW THEREFORE, IT IS RESOLVED, that the Board of Directors recommends
that the Restated Certificate of Incorporation of the Company be amended by
deleting the Fourth Article, and substituting the following therefor:
"FOURTH: A. The total number of shares of all classes of
stock that the Corporation shall have authority to issue is
eighty million (80,000,000) shares of Common Stock, without
par value (hereinafter referred to as "Common Stock").
B. Each holder of shares of Common Stock shall be entitled to
one vote for each share of Common Stock held of record on all
matters on which the holders of shares of Common Stock are
entitled to vote."
IN WITNESS WHEREOF, Enron Oil & Gas Company has caused this Certificate to
be signed and attested by its duly authorized officers, this 5th day of May,
1993.
ENRON OIL & GAS COMPANY ATTEST:
By: /S/ FORREST E. HOGLUND /S/ DENNIS M. ULAK
Forrest E. Hoglund Dennis M. Ulak
Chairman, President and Vice President and General Counsel
Chief Executive Officer and Assistant Secretary
ENRON OIL & GAS COMPANY 1994 STOCK PLAN
SECTION 1.Purpose
The purposes of this Enron Oil & Gas Company 1994 Stock Plan (the "Plan")
are to encourage selected persons employed by Enron Oil & Gas Company together
with any successor thereto (the "Company") and its subsidiaries to develop a
proprietary interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company's future success and
prosperity, thus enhancing the value of the Company for the benefit of its
stockholders, and to enhance the ability of the Company and its subsidiaries to
attract and retain key individuals who are essential to the progress, growth and
profitability of the Company.
SECTION 2.Administration
2.1 The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be deemed the acts of the Committee.
2.2 Subject to the terms of the Plan and applicable law, the Committee
shall have sole power, authority and discretion to: (i) designate Participants;
(ii) determine the types of Awards to be granted to a Participant under the
Plan; (iii) determine the number of Shares to be covered by or with respect to
which payments, rights, or other matters are to be calculated in connection with
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, under what circumstances and how Awards may be settled
or exercised in cash, Shares, other securities, other Awards, or other property,
or may be canceled, forfeited, or suspended; (vi) determine whether, to what
extent, and under what circumstances cash, Shares, other securities, other
Awards, other property, and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret, construe and administer the Plan
and any instrument or agreement relating to an Award made under the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (ix) make a determination as to the right of any person to receive
payment of an Award or other benefit; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.
2.3 Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions with respect to the Plan or
any Award shall be within the sole discretion of the Committee, may be made at
any time, and shall be final, conclusive, and binding upon all Persons,
including the Company, any subsidiary, any Participant, any holder or
beneficiary of any Award, any stockholder, and any Employee.
SECTION 3.Shares Available For Awards
3.1 Shares Available.
(i) Calculation Of Number Of Shares Available. The number of Shares
available for granting Awards under the Plan shall be one million (1,000,000)
Shares, subject to adjustment as provided in Section 3.2.
Further, if after the effective date of the Plan, any Shares covered by an
Award granted under the Plan, or to which an Award relates, are forfeited, or if
an Award otherwise terminates without the delivery of Shares or of other
consideration, then the Shares covered by such Award (or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number
of Shares available under the Plan with respect to such Award, to the extent of
any such forfeiture or termination) shall again be available for granting Awards
under the Plan.
(ii) Accounting For Awards. For purposes of this Section 3, if an Award
is denominated in Shares, the number of Shares covered by such Award, or to
which such Award relates, shall be counted on the date of grant of such Award
against the aggregate number of Shares available for granting Awards under the
Plan; provided, however, that Awards that operate in tandem with (whether
granted simultaneously with or at a different time from) other Awards may be
counted or not counted under procedures adopted by the Committee in order to
avoid double counting.
(iii)Source Of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
3.2 Adjustments.
(i) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
(or other similar corporate transaction or event) affects the Shares such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee may, subject to
Section 3.2(ii), in such manner as it may deem equitable, adjust any or all of
(a) the number and type of Shares (or other securities or property) which
thereafter may be made the subject of Awards, (b) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (c) the
grant, purchase, or exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.
(ii) If, and whenever, prior to the expiration of a grant theretofore
made, the Company shall effect a subdivision or consolidation of Shares or the
payment of a stock dividend on Shares without receipt of consideration by the
Company, the number of Shares with respect to which such grant may thereafter be
vested or exercised (a) in the event of an increase in the number of outstanding
Shares shall be proportionately increased, and if the grant is an Option, the
purchase price per Share shall be proportionately reduced, and (b) in the event
of a reduction in the number of outstanding Shares shall be proportionately
reduced, and if the grant is an Option, the purchase price per Share shall be
proportionately increased.
SECTION 4.Eligibility
4.1 Any Employee, other than an Employee who is a director of the Company
or an "officer" with respect to the Company within the meaning of Rule 16a-1
promulgated under the Securities Exchange Act of 1934, as amended, shall be
eligible to be designated a Participant. Grants may be made to the same
individual on more than one occasion.
4.2 No individual who is subject to any written agreement with the
Company that generally restricts the acquisition of Shares shall be eligible for
any grant of an Award while such agreement is in effect.
SECTION 5.Awards
5.1 Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions, which are not inconsistent with the provisions of the
Plan, as the Committee shall determine:
(i) Exercise Price. The per Share purchase price of an Option
shall be determined by the Committee; provided, however, that such
purchase price shall not be less than the Fair Market Value of a Share on
the date of grant of such Option and in no event less than the par value
of a Share.
(ii) Time And Method Of Exercise. The Committee shall determine
the time at which an Option may be exercised in whole or in part, and the
method by which (and the form, including without limitation, cash, Shares,
other Awards, or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price, in
which) payment of the exercise price with respect thereto may be made or
deemed to have been made.
(iii)Option Agreement. Each Option granted shall be evidenced by
an Award Agreement. An Award Agreement shall contain provisions for the
timing of settlement of an exercise of an Option, including, but not
limited to, the ability of the Company to purchase Shares in the open
market to settle the exercise, and a provision that the Committee, in its
sole discretion, may cause the Company to make a cash payment for the
settlement, in whole or in part, of the exercise of an Option.
(iv) Bonus Options. The Committee may grant Options to any
Participant in lieu of up to 20% of any cash bonus payment otherwise
payable by the Company or any subsidiary to such Participant pursuant to
the Company's Key Contributor Incentive Plan (as the same may be amended
from time to time) with respect to services rendered during a year by such
Participant, if the Participant files with the Committee or its designee,
on or prior to December 31 of such year, an irrevocable written election
to receive an Option in lieu of that portion (not to exceed 20%) of such
cash bonus payment as shall be specified in such election; provided, with
respect to grants of Options under this subsection (iv) in lieu of cash
bonus payments with respect to services rendered during 1993, existing
written elections by Participants to receive options in lieu of bonus
payments with respect to services rendered during 1993 shall be deemed
timely written elections hereunder. The Committee may, in its sole
discretion, accept or deny any such election in whole or in part, and
shall notify each electing Participant of its decision with respect
thereto. Any grant of an Option under this subsection (iv) shall be made
to an electing Participant on or prior to the date such Participant's cash
bonus payment under the Company's Key Contributor Incentive Plan would
otherwise be payable. The purchase price of a Share covered under an
Option granted under this subsection (iv) shall be the Fair Market Value
of a Share on the date of grant, but not less than the par value of a
Share, and the number of Shares for which an Option may be granted under
this subsection (iv) shall be the number (rounded to the nearest whole
number of Shares) determined by the Committee (using such option valuation
methodologies and other criteria as it deems appropriate in its sole
discretion) such that the value of such Option is equal to the dollar
amount of the cash bonus payment elected by the Participant not to be
received. Each such Option shall become exercisable in full upon the date
of grant.
5.2 Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants, which Stock Appreciation Rights
shall be evidenced by Award Agreements. Subject to the terms of the Plan, a
Stock Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive, upon exercise thereof, the excess of (i) the Fair
Market Value of one Share on the date of exercise over (ii) the grant price of
the right as specified by the Committee, which shall not be less than the Fair
Market Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and the foregoing sentence, the grant price,
term, methods of exercise, methods of settlement, and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.
5.3 Restricted Stock.
(i) Issuance. The Committee is hereby authorized to grant Awards of
Restricted Stock to Participants, which Awards shall be evidenced by Award
Agreements.
(ii) Restrictions. Shares of Restricted Stock shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock), which restrictions
may lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem appropriate.
Notwithstanding the foregoing, the number of Shares of Restricted Stock which
may be granted shall be limited to not more than twenty-five percent (25%) of
the total number of Shares available for grant under the Plan.
(iii)Certificates and Dividends. All dividends and distributions, or the
cash equivalent thereof (whether cash, stock or otherwise), on unvested Shares
of Restricted Stock shall not be paid to the respective Participant but the
value thereof shall be credited by the Company for the account of the
Participant. At such time as a Participant becomes vested in a portion of the
Award of Restricted Stock Shares, the restrictions thereon imposed by this
Section 5.3(iii) shall lapse and certificates representing such vested shares
shall be delivered to the Participant along with all accumulated credits for
the value of dividends and distributions, or the cash equivalent thereof
attributable to such vested shares. Interest shall not be paid on any such
credits for dividends or distributions or the cash equivalent thereof made by
the Company for the account of a Participant. The Company shall have the
option of paying such credits for accumulated dividends or distributions or
the cash equivalent thereof in Shares of the Company rather than in cash or
other medium. (If payment is made in Shares, the conversion to Shares shall
be at the average Fair Market Value for the five (5) trading days preceding
the date of payment.) Credits for the value of dividends and distributions
or the cash equivalent thereof made by the Company on non-vested
Restricted Stock shall be forfeited in the same manner and at the same
time as the respective shares of Restricted Stock to which they are attributable
are forfeited, except that such forfeited credits for the value of dividends and
distributions or the cash equivalent thereof shall be canceled and shall not be
available for future distribution under this Plan.
(iv) Payment. A Participant shall not be required to make any payment for
Awards of Restricted Stock, except to the extent otherwise required by law.
(v) Forfeiture. Unless the Committee decides otherwise, Shares of
non-vested Restricted Stock awarded to a Participant will be forfeited if the
Participant terminates employment or service for any reason other than death,
Disability, Retirement or Involuntary Termination. At the time and on the date
of a Participant's death, Disability, Retirement or Involuntary Termination
during the Participant's employment or service, prior to the date the
Participant otherwise becomes fully vested in all the Restricted Stock awarded
to the Participant, all restrictions placed on each share of Restricted Stock
awarded to the Participant shall lapse and the non-vested Restricted Stock
will become fully vested Released Securities. From and after such date the
Participant or the Participant's estate, personal representative or beneficiary,
as the case may be, shall have full rights of transfer or resale with respect to
such Restricted Stock subject to applicable state and federal regulations.
5.4 General.
(i) No Cash Consideration for Awards. Except as otherwise provided in
the Plan, Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards, in the
discretion of the Committee, may be granted either alone or in addition to, or
in tandem with any other Award or any award granted under any other plan of the
Company or any subsidiary. Awards granted in addition to or in tandem with
other Awards, or in addition to or in tandem with awards granted under any
other plan of the Company or any subsidiary, may be granted either at the same
time as or at a different time from the grant of such other Award or Awards.
(iii)Limits on Transfer of Awards. No Award (other than Released
Securities) and no right under any such Award, shall be assignable, alienable,
saleable or transferable by a Participant otherwise than by will or by the laws
of descent and distribution or, in the case of an Award of Restricted Stock, by
assignment to the Company; provided, however, if so determined by the Committee,
a Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant and to
receive any property distributable with respect to any Award upon the death of
the Participant. Each Award and each right under any Award shall be exercisable
during the Participant's lifetime only by the Participant or, if permissible
under applicable law, by the Participant's guardian or legal representative. No
Award (other than Released Securities) and no right under any such Award may be
pledged, alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any subsidiary.
(iv) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall
the term of any Option or Stock Appreciation Right exceed a period of ten (10)
years from the date of its grant.
(v) Share Certificates. All certificates for Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof 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.
(vi) Limitation on Shares. Notwithstanding any other provision of the
Plan, no Shares shall be issued under the Plan that would cause Enron Corp., as
a result thereof, to own less than eighty percent (80%) of the total voting
power of all classes of stock of the Company, or cause Enron Corp., with
respect to its ownership of Shares, to fail to meet the 80 percent voting and
value test described in Section 1504(a)(2) of the Code.
SECTION 6.Amendment and Termination
6.1 Amendments to the Plan. The Board of Directors in its discretion may
terminate the Plan at any time with respect to any Shares for which a grant has
not theretofore been made. The Board of Directors shall have the right to alter
or amend the Plan or any part thereof from time to time; provided, that no
change in any grant theretofore made may be made which would impair the rights
of the recipient of a grant without the consent of such recipient.
6.2 Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. A. If a transaction occurs which is not approved,
recommended or supported by a majority of the Board of Directors of the Company
in actions taken prior to, and with respect to, such transaction in which either
(i) the Company merges or consolidates with any other corporation (other than
one of the Company's wholly-owned subsidiaries) and is not the surviving
corporation (or survives only as the subsidiary of another corporation), (ii)
the Company sells all or substantially all of its assets to any other person or
entity, (iii) the Company is dissolved, (iv) if any third person or entity
(other than the trustee or committee of any qualified employee benefit plan of
the Company and other than Enron Corp. and its Affiliates), together with its
Affiliates and Associates, shall be, directly or indirectly, the Beneficial
Owner of at least thirty percent (30%) of the Voting Stock of the Company, (v)
the individuals who constitute the members of the Company's Board of Directors
on the date hereof (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof (provided that any person becoming a Director
subsequent to the date hereof whose election or nomination for election by the
Company's stockholders was approved by a vote of at least eighty percent (80%)
of the Directors comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of the Company 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 though such person were a member of
the Incumbent Board), or (vi) an event described in any of clauses (i),(ii),
(iii),(iv) or (v) of Section 7.2A of the Enron Corp. 1991 Stock Plan (as in
effect on the date hereof, the "Enron Corp. 1991 Stock Plan") occurs, then
within (a) ten (10) days of the approval by the stockholders of the Company of
such merger, consolidation, sale of assets or dissolution as described in clause
(i), (ii) or (iii) of this Section 6.2A (or ten (10) days of approval by the
stockholders of Enron Corp. of a merger, consolidation, sale of assets or
dissolution described in clause (i), (ii) or (iii) of Section 7.2A of the
Enron Corp. 1991 Stock Plan, as the case may be), or (b) thirty (30) days of
the occurrence of such change of Beneficial Ownership or Directors as described
in clause (iv) or (v) of this Section 6.2A (or thirty (30) days of the
occurrence of a change in beneficial ownership or directors described in clause
(iv) or (v) of Section 7.2A of the Enron Corp. 1991 Stock Plan, as the case
may be), with respect to outstanding grants of Restricted Stock made under
Section 5.3, each recipient thereof shall have a fully vested right in all
Restricted Stock granted to the recipient and then outstanding, and with
respect to outstanding grants of Options and Stock Appreciation Rights made
under Section 5.1 or Section 5.2, respectively, all such outstanding Options and
Stock Appreciation Rights, irrespective of whether they are then exercisable,
shall be surrendered to the Company by each grantee thereof and such Options and
Stock Appreciation Rights shall thereupon be canceled by the Company, and the
grantee shall receive a cash payment by the Company in an amount equal to the
number of Shares subject to the Options and/or Stock Appreciation Rights held by
such grantee multiplied by the difference between (x) and (y) where (y) equals,
in the case of Options, the purchase price per Share covered by the Option or,
in the case of Stock Appreciation Rights, the grant price of the Stock
Appreciation Right, and (x) equals (1) the per share price offered to
stockholders of the Company in any such merger, consolidation, sale of assets,
or dissolution transaction, (2) the per share price offered to stockholders of
the Company in any tender offer or exchange offer whereby any such change of
Beneficial Ownership or Directors takes place, (3) the Fair Market Value of a
Share on the date determined by the Committee (as constituted prior to any
change described in clause (iv) or (v)) to be the date of cancellation and
surrender of such Options and/or Stock Appreciation Rights if any such change
of Beneficial Ownership or Directors occurs other than pursuant to a tender or
exchange offer, or (4) the Fair Market Value of a Share on the date determined
by the Committee to be the date of cancellation and surrender of such Options
Options and/or Stock Appreciation Rights if any event described in clause (vi)
above has occurred, whichever is appropriate. In the event that the
consideration offered to stockholders of the Company in any transaction
described in this Section 6.2A consists of anything other than cash, the
Committee (as constituted prior to such transaction) shall determine the fair
cash equivalent of the portion of the consideration offered which is other
than cash.
B. Except as otherwise expressly provided herein, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor, or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such
shares or other securities, and in any case whether or not for fair value,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of Shares subject to Restricted Stock, Stock
Appreciation Rights or Options theretofore granted or the purchase price or
grant price per share, if applicable.
C. Any adjustment provided for in Section 3.2 or Section 6.2 shall be
subject to any required stockholder action.
6.3 Correction of Defects, Omissions, and Inconsistencies. The Committee
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable in
the establishment or administration of the Plan.
SECTION 7.General Provisions
7.1 No Rights to Awards. No Employee, Participant, or other Person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Participants, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to each Participant.
7.2 Withholding. The Company or any subsidiary is authorized (i) to
withhold from any Award granted or any payment due or any transfer made under
any Award or under the Plan the amount (in cash, Shares, other securities, other
Awards, or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan, and
(ii) to take such other action as may be necessary in the opinion of the Company
or subsidiary to satisfy all obligations for the payment of such taxes.
7.3 No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any subsidiary from adopting or continuing
in effect other or additional compensation arrangements and such arrangements
may be either generally applicable or applicable only in specific cases.
7.4 No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any subsidiary. Further, the Company or any subsidiary may at any time dismiss
a Participant from employment, free from any liability or any claim under the
Plan unless otherwise expressly provided in the Plan or in any Award Agreement.
7.5 Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with applicable federal law, and to the extent not preempted thereby,
with the laws of the State of Texas.
7.6 Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or as to any person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws. If it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person, or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
7.7 No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any subsidiary pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any subsidiary.
7.8 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares, or whether such fractional Shares or any
rights thereto shall be canceled, terminated or otherwise eliminated.
7.9 Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
7.10 No Limitation. The existence of the Plan and the grants of Awards
made hereunder shall not affect in any way the right or power of the Board of
Directors or the stockholders of the Company (or stockholders of any subsidiary,
as applicable) to make or authorize any adjustment, recapitalization,
reorganization or other change in the capital structure or business of the
Company or any subsidiary, any merger or consolidation of the Company or any
subsidiary, any issue of debt or equity securities ahead of or affecting Shares
or the rights thereof or pertaining thereto, the dissolution or liquidation of
the Company or any subsidiary or any sale or transfer of all or any part of the
Company or any subsidiary's assets or business, or any other corporate act or
proceeding.
7.11 Securities Laws. Each Award granted under the Plan shall be subject
to the requirement that if at any time the Board of Directors shall determine,
in its discretion, that the listing, registration, or qualification of the
shares subject to such grant upon any securities exchange or under any state
or federal law, or that the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with, such
grant or the issue or purchase of shares thereunder, such grant shall be
subject to the condition that such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors.
SECTION 8.Effective Date of The Plan
The Plan shall be effective as of the date of adoption of the Plan by the
Board of Directors of the Company.
SECTION 9.Term of The Plan
No Award shall be granted under the Plan after the earlier of (i) ten (10)
years from the date of adoption of the Plan by the Board of Directors of the
Company pursuant to Section 8, or (ii) termination of the Plan pursuant to
Section 6.1. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond such
date, and any authority of the Committee to amend, alter, suspend, discontinue,
or terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board of Directors of the Company to amend the
Plan, shall extend beyond such date.
SECTION 10.Definitions
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" of a specified person shall mean a person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified.
(b) "Associate" is used to indicate a relationship with a
specified person and shall mean (i) any corporation, partnership, or other
organization of which such specified person is an officer or partner or
is, directly or indirectly, the Beneficial Owner of ten percent (10%) or
more of any class of 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, and (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 the Company or any of its
parents or subsidiaries.
(c) "Award" shall mean any Option, Stock Appreciation Right, or
Restricted Stock granted under the Plan.
(d) "Award Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award granted under the
Plan.
(e) "Beneficial Owner" shall be defined by reference to Rule 13d-3
under the Securities Exchange Act of 1934, as amended, or any successor
rule or regulation; 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 understanding or upon exercise of conversion
rights, warrants, or options, or otherwise, shall be the Beneficial Owner
of such Voting Stock.
(f) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(g) "Committee" shall mean a committee of the Board of Directors
of the Company designated by such Board to administer the Plan.
(h) "Disability" shall mean, with respect to an Employee of the
Company or one of its subsidiaries, such total and permanent disability as
qualifies the Employee for benefits under the long-term or extended
disability plan of the Company or subsidiary covering the Employee at the
time.
(i) "Employee" shall mean any person employed by the Company or
any subsidiary.
(j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the value
of such property determined by such methods or procedures as shall be
established from time to time by the Committee; provided, that so long as
the closing price of Shares as reported in the "NYSE-Composite
Transactions" section of the Midwest edition of The Wall Street Journal is
reported, Fair Market Value with respect to Shares on a particular date
shall mean such closing price of Shares as so reported for such date (or,
if no prices are quoted for that date, as so quoted for the last preceding
date for which such prices were so quoted).
(k) "Involuntary Termination" shall mean termination of a
Participant's employment with the Company or a subsidiary at the election
of the Company or subsidiary, provided such termination is not Termination
for Cause. Involuntary Termination shall not include a transfer of
assignment or location of a Participant where the Participant is employed
by the Company, a subsidiary of the Company, Enron Corp. or one of its
subsidiaries or affiliated companies, both before and after the transfer,
or continued employment with a successor employer immediately following a
corporate reorganization or divestiture of assets or stock of the Company
or a subsidiary.
(l) "Option" shall mean an option granted under Section 5.1 of the
Plan.
(m) "Participant" shall mean an Employee described in Section 4
designated to be granted an Award under the Plan.
(n) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization or
government or political subdivision thereof.
(o) "Released Securities" shall mean securities that were
Restricted Stock with respect to which all applicable restrictions have
expired, lapsed, or been waived.
(p) "Restricted Stock" shall mean any Shares granted under
Section 5.3 of the Plan.
(q) "Retirement" shall mean, with respect to an Employee of the
Company or one of its subsidiaries, the commencement on or after an
Employee's Normal Retirement Date of retirement benefits to such Employee
under the Enron Corp. Retirement Plan.
(r) "Shares" shall mean the shares of Common Stock of the Company,
and such other securities or property as may become the subject of Awards
pursuant to an adjustment made under Section 3.2 of the Plan.
(s) "Stock Appreciation Right" shall mean any right granted under
Section 5.2 of the Plan.
(t) "Termination for Cause" shall mean termination at the election
of the Company or a subsidiary because of the Participant's (i) conviction
of a felony (which, through lapse of time or otherwise, is not subject to
appeal); or (ii) willful refusal without proper legal cause to perform the
Participant's duties and responsibilities; or (iii) willfully engaging in
conduct which the Participant has, or in the opinion of the Committee
should have, reason to know is materially injurious to the Company or a
subsidiary. Such termination shall be effected by notice thereof
delivered by the Company or a subsidiary to the Participant and shall be
effective as of the date stated in such notice; provided, however, that if
(a) such termination is because of the Participant's willful refusal
without proper cause to perform any one or more duties and
responsibilities and (b) within seven (7) days following the date of such
notice the Participant shall cease such refusal and shall use all
reasonable efforts to perform such obligations, the termination, if made,
shall not be for cause.
(u) "Voting Stock" shall mean all outstanding shares of capital
stock of the Company entitled to vote generally in elections for
directors, considered as one class; provided, however, that if the Company
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.
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 February 19, 1993, included in Enron Oil & Gas
Company's Form 10-K for the year ended December 31, 1992, and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN & CO.
February 8, 1994
Houston, Texas
January 26, 1994
Enron Oil & Gas Company
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 January 28, 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 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,
January 20, 1993, for estimates as of January 1, 1991, January 1, 1992, and
January 1, 1993, respectively, which are included in the section "Supplemental
Information to Consolidated Financial Statements -- Oil & Gas Producing
Activities" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1992. We also consent to the incorporation by reference in the
Registration Statement on Form S-8 of our letter report, dated January 20, 1993,
addressed to the Company, which is included as Exhibit 24.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992; provided,
however, we are in the final stages of preparing estimates of proved reserves
of certain selected properties owned by the Company, as of January 1, 1994.
We also consent to the reference to us in the section "Experts" in the
Prospectus that is a part of the Registration Statement.
Very truly yours,
DeGOLYER and MacNAUGHTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing
by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of its
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto (collectively, the "Registration Statement"), relating to the
periodic offering and sale of up to an aggregate of 1,000,000 shares of Common
Stock, no par value, of the Company pursuant to the Enron Oil & Gas Company 1994
Stock Plan, with the Securities and Exchange Commission, the undersigned officer
or director of the Company hereby constitutes and appoints Forrest E. Hoglund,
Dennis M. Ulak, and Angus H. Davis, 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 such Registration Statement, 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 the 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 8th
day of February, 1994.
/S/ FRED S. ACKMAN
Fred C. Ackman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing
by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of its
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto (collectively, the "Registration Statement"), relating to
the periodic offering and sale of up to an aggregate of 1,000,000 shares of
Common Stock, no par value, of the Company pursuant to the Enron Oil & Gas
Company 1994 Stock Plan, with the Securities and Exchange Commission, the
undersigned officer or director of the Company hereby constitutes and appoints
Forrest E. Hoglund, Dennis M. Ulak, and Angus H. Davis, 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 such Registration Statement,
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
the 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 8th
day of February, 1994.
/S/ KENNETH L. LAY
Kenneth L. Lay
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing
by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of its
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto (collectively, the "Registration Statement"), relating to the
periodic offering and sale of up to an aggregate of 1,000,000 shares of Common
Stock, no par value, of the Company pursuant to the Enron Oil & Gas Company 1994
Stock Plan, with the Securities and Exchange Commission, the undersigned officer
or director of the Company hereby constitutes and appoints Forrest E. Hoglund,
Dennis M. Ulak, and Angus H. Davis, 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 such Registration Statement, 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 the 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 8th
day of February, 1994.
/S/ RICHARD D. KINDER
Richard D. Kinder
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing
by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of its
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto (collectively, the "Registration Statement"), relating to the
periodic offering and sale of up to an aggregate of 1,000,000 shares of Common
Stock, no par value, of the Company pursuant to the Enron Oil & Gas Company 1994
Stock Plan, with the Securities and Exchange Commission, the undersigned officer
or director of the Company hereby constitutes and appoints Forrest E. Hoglund,
Dennis M. Ulak, and Angus H. Davis, 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 such Registration Statement, 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 the 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 8th
day of February, 1994.
/S/ EDWARD RANDALL, III
Edward Randall, III
