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                                  No.97-53952

HARVEY GREENFIELD,                     )           IN THE DISTRICT COURT OF
                                       )
                 Plaintiff,            )              
vs.                                    )                               
ENRON CORPORATION, ENRON GLOBAL        )
POWER AND PIPELINES L.L.C., ENRON      )
INTERNATIONAL MERGER L.L.C.,           )           HARRIS COUNTY, TEXAS
JAMES V. DERRICK, JR., RODNEY L.       )
GRAY, REBECCA P. MARK, BRENT           )
SCOWCROFT, EDMUND P. SEGNER,           )
III., GEORGE S. SLOCUM, and            )
THOMAS C. THEOBALD,                    )
                                       )
                 Defendants.           )           11TH JUDICIAL DISTRICT


                   PLAINTIFF'S ORIGINAL CLASS ACTION PETITION

         COMES NOW Plaintiff, HARVEY GREENFIELD, on behalf of himself and all
others similarly situated, and alleges as follows:

                              NATURE OF THE ACTION

         1.      This is a class action on behalf of the public stockholders of
Enron Global Power And Pipelines L.L.C. ("EPP" or the "Company") to enjoin
certain actions of its directors and senior management related to proposed
acquisitions of all of the outstanding shares of EPP common stock by defendant
Enron Corporation ("Enron"). Plaintiff alleges that he and the other public
shareholders of EPP are entitled to enjoin the proposed transaction or,
alternatively, to rescind the transaction and/or recover damages in the event
that the transaction is consummated.

                                  THE PARTIES

         2.      Plaintiff is, and has been at all relevant times, the owner of
shares of the common stock of the Company.


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         3.      Defendant Enron Corporation ("Enron"), is a corporation duly
organized and existing under the laws of the State of Oregon. Enron is one of
the leading integrated natural gas and electricity companies in the world.
Enron's common stock is traded on the New York Stock Exchange. Enron maintains
its executive offices in Houston, Texas.

         4.      Defendant EPP is a corporation duly organized and existing
under the laws of the State of Delaware.  There were 25,981,934 EPP common
shares outstanding as of the close of business on March 17, 1997, 13,535,332
(or approximately 52%) of which are owned or controlled by Enron. EPP maintains
its principal corporate offices at 333 Clay Street, Suite 1800, Houston, Texas
77002.

         5.      Defendant Enron International Merger L.L.C. (the "Merger Sub")
is a newly formed Delaware limited liability company and an indirect
wholly-owned subsidiary of Enron, and EPP, pursuant to the merger, Merger Sub
shall be merged with and into EPP.

         6.      Defendant James V. Derrick, Jr. ("Derrick") is, and at all
relevant times was, a director of EPP.  Derrick is also Senior Vice President
and General Counsel of Enron. Derrick owns only 500 shares of EPP, however he
also owns over 511,000 shares of Enron.

         7.      Defendant Rodney L. Gray ("Gray") is, and at all relevant
times was, Chief Executive Officer, Chairman of the Board and a director of
EPP. Gray has also served as President of EPP from October 1994, until June
1995, and from November 1995, until February 1997. Gray is also Executive Vice
President of Enron International ("EI") and has served as Managing Director of
Enron

                                         Plaintiff's Original Petition - Page 2

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Capital & Trade Resources Corp ("ETC"), EI and ETC are both wholly owned
subsidiaries of Enron. From October 1992, until June 1993, Gray also served as
Senior Vice President, Finance and Treasurer of Enron Corp. Gray owns only
16,000 shares of EPP, however he also owns over 553,000 shares of Enron.

         8.      Defendant Rebecca P. Mark ("Mark") is, and at all relevant
times was, a director of EPP. Mark is also Chairman and Chief Executive Officer
of EI, and has served as Vice President and Chief Development Officer of Enron
Power corp. from July 1991, to July 1993. Mark owns no shares of EPP, however
she owns over 185,000 shares of Enron.

         9.      Defendant Brent Scowcroft ("Scowcroft") is, and at all
relevant times was, a director of EPP.

         10.     Defendant Edmund P. Segner, III. ("Segner") is, and at all
relevant times was a director of EPP. Segner is also Executive Vice President
and Chief of Staff of Enron. From October 1990, through October 1992, Segner
served as Senior Vice President of Investor, Public and Government Relations of
Enron. Segner is also a director of Enron Oil & Gas Company, an affiliate of
Enron. Segner owns only 2000 shares of EPP, however he also owns over 271,000
shares of Enron.

         11.     Defendant George S. Slocum ("Slocum") is, and at all relevant
times was a director of EPP.

         12.     Defendant Thomas C. Theobald ("Theobald") is, and at all
relevant times was a director of EPP.

         13.     The defendants described in paragraphs 5-11 above are
hereinafter sometimes collectively referred to as the "individual defendants"
or the "director defendants."

                                          Plaintiff's Original Petition - Page 3


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         14.     By virtue of the individual defendants' positions as officers
and/or directors of Epp, said defendants are in a fiduciary relationship with
the plaintiff and other public shareholders of EPP and owe plaintiff and other
members of the Class the highest obligation of good faith, fair dealing,
loyalty and due care.

         15.     The individual defendants are members of the board of EPP and
many are affiliated with Enron. Enron, by virtue of its 52% interest in EPP is
a controlling shareholder of EPP and orchestrated the proposed going private at
issue for its own benefit, at the expense of EPP's minority shareholders.

         16.     The individual defendants, by reason of their corporate
directorships, stand in a fiduciary position relative to EPP's minority
shareholders, whose fiduciary duties, at all times relevant herein, require
them to exercise their best judgment, and to act in a prudent manner, and in
the best interests of the Company's minority shareholders.  Said defendants
owe the public minority of EPP the highest duty of good faith, fair dealing,
due care, loyalty, and full, candid and adequate disclosure.

         17.     Each defendant herein is sued individually as an aider and
abettor, as well as in his capacity as a director of the Company (in the case
of the individual defendants), or as a control person and the liability of
each arises from the fact that he has engaged in all or part of the unlawful
acts, plans, schemes, or transactions herein.

                                          Plaintiff's Original Petition - Page 4
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                                     VENUE

         18.     Venue is proper in this Court because EPP maintains its
principal office in Harris County.

                            CLASS ACTION ALLEGATIONS

         19.     Plaintiff brings this action on his own behalf and as a
stockholders' action, pursuant to Rule 42 of the Texas Rules of Civil
Procedure, on behalf of all shareholders of the common stock of EPP (except the
defendants herein and any person, firm, trust, corporation, or other entity
related to or affiliated with any of the defendants) and their successors in
interest, who are or will be threatened with injury arising from defendants'
actions as more fully described herein.

         20.     This action is properly maintainable as a class action.

         21.     The class is so numerous that joinder of all members is
impracticable. As of the close of business on March 17, 1997, 25,981,934 shares
of EPP common stock outstanding held by at least hundreds of shareholders
throughout the United States.

         22.     A class action is superior to other methods for the fair and
efficient adjudication of the claims herein asserted, and no unusual
difficulties are likely to be encountered in the management of this class
action. The likelihood of individual class members prosecuting separate claims
is remote.

         23.     There are questions of law and fact which are common to the
class and which predominate over questions affecting any individual class
member. The common questions include, inter alia, the following:

                                         Plaintiff's Original Petition - Page 5
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                 (a)      whether defendants have breached their fiduciary and
other common law duties owed by them to plaintiffs and the other members of the
class;

                 (b)      whether defendants are pursuing a scheme and course
of conduct designed to eliminate the public shareholders of EPP in violation of
the laws of the State of Delaware in order to benefit from a proposed
acquisition of EPP by Enron at the expense and to the detriment of the
plaintiffs and the other public minority shareholders who are members of the
class;

                 (c)      whether defendants are acting on both sides of the
possible going-private transaction, thus presenting a conflict of interest,
self-dealing and overreaching;

                 (d)      whether the said proposed acquisition, hereinafter
described, constitutes a breach of the duty of fair dealing with respect to the
members of the class; and,

                 (e)      whether the class is entitled to injunctive relief or
damages as a result of the wrongful conduct of the defendants.

         24.     Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. The claims
of the plaintiff are typical of the claims of other members of the class and
plaintiff has the same interests as the other members of the class. A class
action is superior to any other type of adjudication of this controversy.

         25.     Defendants have acted in a manner which affects plaintiff and
all other members of the class, thereby making appropriate injunctive relief
and/or corresponding declaratory relief with respect to the class as a whole.

                                         Plaintiff's Original Petition - Page 6
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                            SUBSTANTIVE ALLEGATIONS

Background

         26.     In late 1996 and early 1997 Enron began to evaluate the
possibility of restructuring its international operations as part of an effort
to enhance the value of the interests owned by Enron's stockholders. By early
1997, Enron's management had become disappointed with the market performance of
EPP common shares, believing that the stock had underperformed its peers.
Internally, Enron began to discuss a possible merger with EPP. At that time
however, Enron did not advise the Oversight Committee of EPP that Enron
management was considering the possibility of a merger as part of its
restructuring plans.

         27.     On March 6, 1997, a meeting was held at the offices of Enron
at which Segner informed the senior officers of EPP in attendance, including
CEO Gray, that Enron had decided to study the possibility of a merger with EPP.
Following the meeting Enron hired Donaldson, Lufkin & Jenrette Securities Corp.
("DLJ") to act as its financial advisor in connection with the merger. On March
6, 1997, the common stock of EPP closed at $28.50 per share.

         28.     On April 24, 1997, Segner sent a letter to Theobald concerning
Enron's discussion of a possible merger with EPP. In the letter Segner
indicated that together with Enron's financial advisor, Enron had contemplated
an analysis of EPP that indicated little or no premium to current market price
would be justified in such a transaction.  Unbelievably, Segner concluded that
Enron should be able to purchase the remainder of EPP at a price which Enron
believed did not adequately reflect the value of EPP, and

                                         Plaintiff's Original Petition - Page 7
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without paying minority shareholders any premium.

         29.     Also on April 24, 1997, the EPP Oversight Committee,
composed of the three EPP outside directors, met and determined that it would
evaluate and respond to any proposal Enron determined to make, but that it
would not determine an acceptable price range prior to receiving a proposal
from Enron, and that due to the related expense it would not hire a financial
advisor unless Enron either made a merger proposal or undertook to reimburse
the expense in the event that no proposal was forthcoming. The Oversight
Committee also expressed concern that EPP did not have a Chief Financial
Officer or any senior officers who did not also hold significant positions with
other Enron entities.(1)

         30.     On May 14, 1997, after a meeting of the Oversight Committee at
which Lay and DLJ pitched the benefits of the merger, a letter signed by Segner
was sent to Gray of the Oversight Committee, setting forth a proposal to
acquire the outstanding public interest in EPP for $32.00 per share in Enron
common stock. After receipt of Segner's letter, Enron and EPP issued a press
release regarding the merger proposal.

         31.     On July 21, 1997, the Oversight Committee met to discuss the
Enron offer, together with financial advisors from Dillon Read (by this time
the Oversight Committee had retained Dillon Read as financial advisors). Dillon
Read discussed EPP's future earnings

--------------------
(1)
Based on disclosures made by EPP in its 1997 Proxy Statement, dated March 27,
1997, the board of EPP owns approximately 118,750 shares of EPP common stock,
combined. However the same board members also own approximately 1,562,550
shares of Enron stock, combined.

                                          Plaintiff's Original Petition - Page 8
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potential, including earnings to be generated through the addition of two power
plants in 1998. After discussion and consideration of Dillon Read's
presentation, the Oversight Committee concluded unanimously that Enron's
proposal of $32.00 in Enron common stock was unacceptable. Enron was
immediately informed of the EPP determination.

         32.     On August 14, 1997, Enron increased the bid for EPP to $34.00
per share, contingent upon the immediate cessation of EPP distributions,
including the distribution for the second quarter of 1997. The following day
the Oversight Committee called Lay to reject Enron's latest bid. During that
conversation Lay immediately increased the Enron offer to $35.00 per share,
without any cessation of distributions.

         33.     On August 18, 1997, the Oversight Committee met by phone to
consider the $35.00 bid. During the meeting the representative of Dillon Read
stated that the consideration to be received by the public shareholders
pursuant to the Merger Agreement was fair from a financial point of view.
Without any further deliberations the Oversight Committee then unanimously
approved the Merger Agreement, and recommended that the EPP Board recommend the
merger to EPP shareholders.

The Merger Agreement

         34.     On October 17, 1997, a Proxy Statement/Prospectus was sent to
all shareholders of EPP announcing a Special Meeting of shareholders to be held
on November 18, 1997, in order to vote on the merger of Enron and EPP. The
Proxy Statement includes, among other things a copy of the Merger Agreement.
The Merger Agreement

                                         Plaintiff's Original Petition - Page 9
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outlines the effects of the merger. Most significantly, the Merger Agreement
states that the transaction proposed by Enron will be fully taxable for the EPP
shareholders, even though EPP shareholders are receiving Enron stock and not
cash. The Merger Agreement states:

                 Each holder of EPP Common Shares will be treated as having
         sold his EPP Common Shares to Enron in exchange for shares of Enron
         Common Stock... in a fully taxable transaction in which gain or loss is
         realized and recognized. The amount of gain or loss will be equal to
         the difference between the holder's aggregate basis for his EPP Common
         Shares and the aggregate fair market value of the shares of Enron
         Common Stock... (Emphasis added]

Furthermore, the Merger Agreement states that EPP shareholders will have no
appraisal rights regarding the transaction.  The Merger Agreement states that:

                 Under the DLLCA, no holder of EPP Common Shares will be
         entitled to any dissenters' or appraisal rights in connection with the
         transactions contemplated by the Merger Agreement. [Emphasis added]

         35.     Additionally, the Merger Agreement would diminish the
quarterly dividends paid to current shareholders of EPP stock. According to the
Prospectus sent to shareholders in connection with the Merger Proposal, Enron
currently pays a dividend of approximately $0.22 per share on a quarterly
basis, this is a reduction of almost $0.03 per share compared to the current
quarterly dividend of $0.25 paid to shareholders of EPP. The reduction of the
dividend by $0.03 per share represents a 12% reduction in quarterly dividends
due EPP shareholders.

         36.     Furthermore, there is a substantial conflict of interest on
the part of the EPP board, including the Oversight Committee, in connection
with the ratification of the Enron merger. As disclosed

                                         Plaintiff's Original Petition - Page 10

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in the Prospectus, upon the consummation of the merger Enron options held as a
result of the merger by officers, directors and employees of EPP who are
terminated as a result thereof (which is expected to consist of the members of
the Oversight Committee) will become 100% vested. As a result of the options
becoming 100% vested, the Oversight Committee and any board members who are
terminated as a result of the merger will receive what amounts to a stock bonus
upon the consummation of the merger, this in turn creates a substantial
conflict of interest.

         37.     The proposed purchase price of $35.00 per share is grossly
inequitable and represents only a $1.44 per share premium over the price that
EPP traded prior to the announcement.

         38.     The proposed purchase price of $35 does not represent the true
value of the assets and future prospects underlying each share of EPP.

         39.     By virtue of its dominance and control over EPP, Enron,
together with the individual defendants, has engaged in a plan involving acts
which are grossly unfair to plaintiff and the other members of the class. The
purpose of the plan is to enable Enron to acquire 100% equity ownership of EPP
and its assets for its own benefit, and at the expense of the other EPP
minority stockholders who would be deprived of their equity investment and the
benefits to accrue thereafter, for a grossly inadequate price.

         40.     Defendants' announcement of the proposed bid fails to disclose
the improving prospects for EPP due to the growth prospects for the Company.

                                         Plaintiff's Original Petition - Page 11
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         41.     Because of Enron's 52% equity power and overwhelming control
over EPP's board of directors and operations, no third party, as a practical
matter, can attempt any competing bid for EPP, as the success of any such bid
would require the consent and cooperation of Enron.

         42.     The proposed transaction serves no legitimate business purpose
of EPP but rather is an attempt by defendants to unfairly benefit Enron from
the transaction at the expense of EPP's minority public stockholders. The
proposed plan will deny plaintiff and the other members of the class their
right to share proportionately in the future success and growth in
profitability of EPP and its valuable assets, while permitting defendants to
reap huge benefits from the contemplated transaction.

         43.     The price of $35 per share to be paid to the class members is
unconscionable, unfair and grossly inadequate, especially due to its taxable
nature and reduction in dividend amount. The terms of the proposed merger
constitute an unfair and illegal business practice upon the minority
stockholders because, among other things;

         (a)     the intrinsic value of the stock of EPP is materially in
excess of $35 per share, giving due consideration to the possibilities of
growth and profitability of EPP in light of its business, earnings and earnings
power, present and future.

         (b)     The $35 per share price is not the result of arm's length
negotiations by a disinterested board or a disinterested Oversight Committee,
and was not based upon significant deliberations regarding the current value of
EPP shares, assets or

                                         Plaintiff's Original Petition - Page 12
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business, but was accepted by defendants, as part of a plan by Enron to obtain
complete ownership of EPP's assets and business at a price which does not
reflect the value of EPP, and to obtain for itself and the Oversight Committee
of EPP benefits disproportionate with those to be received by the public
stockholders, which facts were not and perhaps will not be disclosed since it
is not in defendants' interests to disclose such facts.

         44.     Because the defendants are in possession of corporate
information concerning EPP's assets, businesses and future financial prospects,
the degree of knowledge and economic power between defendants and the public
stockholders is unequal, making it grossly and inherently unfair and comprises
"unfair dealing" for Enron to obtain ownership of EPP'S assets from the
minority public common shareholders.

         45.     By reason of the foregoing acts, practices and course of
conduct, Enron has breached and continues to breach its duty as a controlling
stockholder of EPP and the individual defendants have breached and continue to
breach their duties as directors of EPP, to the remaining stockholders
including plaintiff and the other members of the class herein. Under the
circumstances of this matter as alleged herein, the Individual Defendants
breached their fiduciary obligations by failing to:

         (a)     Undertake an independent evaluation by a disinterested board
in order to evaluate EPP's net worth as a merger/acquisition candidate;

         (b)     Actively evaluate the proposed transaction and engage in a
meaningful auction with third parties in an attempt to obtain the best value
for EPP's public shareholders; and

                                         Plaintiff's Original Petition - Page 13
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         (c)     Act independently so that the interests of EPP's public
shareholders will be protected and enhanced.

         46.     The consideration to be paid to class members in the proposed
merger is unfair and grossly inadequate because, among other things:

         (a)     The intrinsic value of EPP's stock is materially in excess of
the amount offered for those securities in the transaction, giving due
consideration to the anticipated operating results, net asset value, cash flow,
profitability and established markets of the Company;

         (b)     The exchange ratio is not the result of an appropriate
consideration of the value of EPP because EPP's board approved the proposed
transaction without undertaking steps to accurately ascertain EPP's value
through open bidding or at least a "market check mechanism";

         (c)     The exchange ratio does not take into consideration that the
exchange of EPP stock for Enron stock is fully taxable and therefore represents
a much lower net value to shareholders forced to exchange stock as a result of
the merger; and

         (d)     The price agreed to by the Oversight Committee does not
represent a fair valuation of EPP stock conducted by an independent board since
the Oversight Committee and board members of EPP had a significant financial
interest in seeing that the merger was approved.

         47.     Plaintiff and the other members of the class will suffer
irreparable damage unless defendants are enjoined from continuing to breach
their fiduciary duties and from carrying out the aforesaid plan and scheme.

                                         Plaintiff's Original Petition - Page 14
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         48.     Plaintiff and the other members of the class have no adequate
remedy at law.

         WHEREFORE, plaintiff demands judgment against the defendants jointly
and severally, as follows:

                 (1)      declaring this action to be a class action and
certifying plaintiff as the class representative and his counsel as class
counsel;

                 (2)      enjoining, preliminarily and permanently, Enron's
offer for acquisition of the EPP stock owned by plaintiff and the other members
of the class;

                 (3)      to the extent, if any, that the contemplated
transaction or transactions complained of are consummated prior to the entry of
this Court's final judgment, rescinding such transaction or transactions, and
granting, inter alia, recessionary damages;

                 (4)      directing that defendants pay to plaintiff and the
other members of the class all damages caused to them and account for all
profits and any special benefits obtained as a result of their unlawful
conduct;

                 (5)      awarding to plaintiff the costs and disbursements of
this action, including a reasonable allowance for the fees and expenses of
plaintiff's attorneys and experts; and

                 (6)      granting plaintiff and the other members of the class
such other and further relief as may be just and proper.

Dated: October 31, 1997

                                         Plaintiff's Original Petition - Page 15
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                                  HOEFFNER, BILEK & EIDMAN, LLP


                                  /s/ THOMAS E. BILEK
                                  -----------------------------------
                                  Thomas E. Bilek
                                  State Bar No.02313525
                                  Lyric Office Center
                                  440 Louisiana Street
                                  Houston, Texas 77002-1634
                                  (713) 227-7720 telephone
                                  (713) 227-9404 facsimile

                                  ATTORNEY FOR PLAINTIFF

OF COUNSEL:

STULL, STULL & BRODY
6 East 45th Street
New York, New York 10017
(212) 687-7230


                                         Plaintiff's Original Petition - Page 16