-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TH0lT2Bm6D088mQWjfeH/RhJPpNgEUVv3U60cQ5Oy9k6BCZAxBdiLWDTSMj7kPjZ HA5qT0UF2ZGzzx5h9xENHw== 0000950129-98-005153.txt : 19981228 0000950129-98-005153.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950129-98-005153 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19981222 EFFECTIVENESS DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENRON OIL & GAS CO CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-69483 FILM NUMBER: 98773898 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138535482 S-8 1 ENRON OIL & GAS COMPANY 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998 Registration No. 333-_____ - -------------------------------------------------------------------------------- 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 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) -------------------- AMENDED AND RESTATED ENRON OIL & GAS COMPANY 1994 STOCK PLAN (FULL TITLE OF THE PLAN) BARRY HUNSAKER, JR. SENIOR VICE PRESIDENT AND GENERAL COUNSEL 1400 SMITH STREET HOUSTON, TEXAS 77002 (NAME AND ADDRESS OF AGENT FOR SERVICE) (713) 853-5788 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
============================================================================================================== TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE $.01 6,000,000 $14.15625 $84,937,500 $23,613 ==============================================================================================================
(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 New York Stock Exchange consolidated reporting system on December 15, 1998. ------------------- This registration statement is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of Common Stock for sale under the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan. The contents of the registrant's Form S-8 Registration Statements (No. 33-52201, No. 33-58103 and No. 333-20841) relating to the same employee benefit plan are incorporated by reference in this registration statement. Page 1 of 5 Pages Exhibit Index appears on Page 5 2 INFORMATION NOT REQUIRED IN PROSPECTUS The following documents are filed as part of this registration statement, in accordance with General Instruction E to Form S-8: Exhibits. 4.1(e) -- Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas Company, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to the Company's Registration Statement on Form S-3, Registration No. 333-44785, filed January 23, 1998). *4.3(b) -- Fourth Amendment to Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, effective May 5, 1998. *4.3(c) -- Fifth Amendment to Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, effective December 8, 1998. *23.1 -- Consent of Arthur Andersen LLP. *23.2 -- Consent of DeGolyer and MacNaughton. *24.1 -- Powers of Attorney of certain directors of the Company. *Filed herewith. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 22nd day of December, 1998. ENRON OIL & GAS COMPANY By: /s/ Walter C. Wilson -------------------------------------------- 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 --------- ----- ---- /s/ Mark G. Papa President and Chief Executive Officer December 22, 1998 - ------------------------------------------ and Director Mark G. Papa (Principal Executive Officer) /s/ Walter C. Wilson Senior Vice President and December 22, 1998 - ------------------------------------------ Chief Financial Officer Walter C. Wilson (Principal Financial and Principal Accounting Officer) * Chairman of the Board and Director - ------------------------------------------ Forrest E. Hoglund * Director - ------------------------------------------ Fred C. Ackman * Director - ------------------------------------------ Richard A. Causey * Director - ------------------------------------------ James V. Derrick, Jr. * Director - ------------------------------------------ John H. Duncan * Director - ------------------------------------------ Ken L. Harrison
-3- 4 * Director - ------------------------------------------ Kenneth L. Lay * Director - ------------------------------------------ Edward Randall, III * Director - ------------------------------------------ Jeffrey K. Skilling * Director - ------------------------------------------ Frank G. Wisner *By: /s/ Angus H. Davis December 22, 1998 -------------------------------------- Angus H. Davis Attorney-in-Fact
-4- 5 EXHIBIT INDEX
Sequentially Numbered Exhibit Description of Exhibit Page - ------- ---------------------- ---- 4.1(e) -- Certificate of Amendment of Restated Certificate of Incorporation of Enron Oil & Gas Company, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to the Company's Registration Statement on Form S-3, Registration No. 333-44785, filed January 23, 1998). *4.3(b) -- Fourth Amendment to Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, effective May 5, 1998. 6 *4.3(c) -- Fifth Amendment to Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, effective December 8, 1998. 7 *23.1 -- Consent of Arthur Andersen LLP. 8 *23.2 -- Consent of DeGolyer and MacNaughton. 9 *24.1 -- Powers of Attorney of certain directors of the Company. 10
*Filed herewith. -5- EX-4.3.B 2 FOURTH AMENDMENT TO RESTATED 1994 STOCK PLAN 1 EXHIBIT 4.3(b) FOURTH AMENDMENT TO AMENDED AND RESTATED ENRON OIL & GAS COMPANY 1994 STOCK PLAN WHEREAS, Enron Oil & Gas Company (the "Company") has heretofore adopted and maintains the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended by amendments dated effective as of December 12, 1995, December 10, 1996, and December 9, 1997 (hereinafter collectively referred to as the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide for the increase in the number of shares available for grant; NOW, THEREFORE the Plan is amended as follows: Section 3.1 (i) is hereby rescinded and amended in its entirety to read as follows: "(i) Calculation of Number of Shares Available. The number of shares available for granting Awards under the Plan shall be twelve million (12,000,000) Shares, subject to adjustment as provided in Section 3.2" AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed. Dated effective as of May 5, 1998. ATTEST: ENRON OIL & GAS COMPANY /s/ Angus H. Davis /s/ Patricia L. Edwards - ----------------------------------- ---------------------------------------- Angus H. Davis Patricia L. Edwards Vice President, Communications Vice President, Administration & and Corporate Secretary Human Resources
EX-4.3.C 3 FIFTH AMENDMENT TO RESTATED 1994 STOCK PLAN 1 EXHIBIT 4.3(c) FIFTH AMENDMENT TO AMENDED AND RESTATED ENRON OIL & GAS COMPANY 1994 STOCK PLAN WHEREAS, Enron Oil & Gas Company (the "Company") has heretofore adopted and maintains the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended by amendments dated effective as of December 12, 1995, December 10, 1996, December 9, 1997 and May 5, 1998 (hereinafter collectively referred to as the "Plan"); and WHEREAS, the Company desires to amend the Plan to provide for the increase in the number of shares available for grant; NOW, THEREFORE the Plan is amended as follows: Section 3.1 (i) is hereby rescinded and amended in its entirety to read as follows: "(i) Calculation of Number of Shares Available. The number of shares available for granting Awards under the Plan shall be fifteen million (15,000,000) Shares, subject to adjustment as provided in Section 3.2" AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed. Dated effective as of December 8, 1998. ATTEST: ENRON OIL & GAS COMPANY /s/ Angus H. Davis /s/ Patricia L. Edwards - ----------------------------------- ---------------------------------------- Angus H. Davis Patricia L. Edwards Vice President, Communications Vice President, Administration & and Corporate Secretary Human Resources
EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the consolidated financial statements of Enron Oil & Gas Company and subsidiaries dated February 23, 1998, included in Enron Oil & Gas Company's Form 10-K for the year ended December 31, 1997, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas December 22, 1998 EX-23.2 5 CONSENT OF DEGOLYER AND MACNAUGHTON 1 EXHIBIT 23.2 December 22, 1998 Enron Oil & Gas Company 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 December 22, 1998, by Enron Oil & Gas Company (the Company), DeGolyer and MacNaughton hereby consents to the incorporation in said Registration Statement of the references to our firm and to the opinions delivered to 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 22, 1996, January 17, 1997, and January 13, 1998, for estimates, as of December 31, 1995, December 31, 1996, and December 31, 1997, respectively. The opinions are referred to in the section "Supplemental Information to Consolidated Financial Statements--Oil and Gas Producing Activities" in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. DeGolyer and MacNaughton also consents to the incorporation by reference in the Registration Statement of its letter report, dated January 13, 1998, addressed to the Company, which is included as Exhibit 23.2 to the Company's Annual Report on Form 10- K for the year ended December 31, 1997. Very truly yours, DeGOLYER and MacNAUGHTON EX-24.1 6 POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Fred C. Ackman ----------------------------------------------- Fred C. Ackman 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Richard A. Causey ----------------------------------------------- Richard A. Causey 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ James V. Derrick, Jr. ----------------------------------------------- James V. Derrick, Jr. 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ John H. Duncan ----------------------------------------------- John H. Duncan 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Ken L. Harrison ----------------------------------------------- Ken L. Harrison 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Forrest E. Hoglund ----------------------------------------------- Forrest E. Hoglund 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Kenneth L. Lay ----------------------------------------------- Kenneth L. Lay 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Edward Randall, III ----------------------------------------------- Edward Randall, III 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Jeffrey K. Skilling ----------------------------------------------- Jeffrey K. Skilling 10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by Enron Oil & Gas Company, a Delaware corporation (the "Company"), of Common Stock, $.01 par value, of the Company, to be offered and sold by the Company from time to time pursuant to the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan, as amended, the undersigned officer or director of the Company hereby constitutes and appoints Walter C. Wilson, Barry Hunsaker, Jr., 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 a registration statement on Form S-8 relating to such Common Stock to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all 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 December, 1998. /s/ Frank G. Wisner ----------------------------------------------- Frank G. Wisner -----END PRIVACY-ENHANCED MESSAGE-----