IN RE ENRON CORP

ARTHUR GONZALEZ, Bankruptcy Judge

Enron North America Corp. ("ENA") and certain of its reorganized debtor affiliates (collectively, the "Reorganized Debtors") and Tauber Petrochemical Co. ("Tauber"), by and through their respective undersigned counsel, hereby stipulate and agree as follows:

RECITALS:

A. On December 2, 2001, and on certain dates thereafter (the "Petition Date"), the Reorganized Debtors commenced cases under chapter 11 of title 11, United States Code, 11 U.S.C., §§ 101 et seq. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of New York (the "Court").

B. On July 15, 2004, the Court entered an order confirming the Supplemental Modified Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated July 2, 2004 (the "Plan"). The Effective Date of the Plan was November 17, 2004, and the Reorganized Debtors emerged from chapter 11.

C. On or about October 15, 2002, Tauber filed a proof of claim in the amount of $297,528.00 in ENA's bankruptcy case, which was assigned claim number 14884 (the "Tauber Claim").

D. On April 10, 2003, the Court entered that certain Order Approving Settlement Agreement Among Enron Gas Liquids, Inc., Enron Fuels Liquids, Inc., and Tauber Petrochemical Company [Docket No. 14058] pursuant to which the Court approved a settlement agreement (the "Settlement Agreement") among Enron Gas Liquids, Inc. ("EGLI"), Enron Fuels Liquids, Inc. ("EFLI"), and Tauber concerning certain pre-petition physical cure oil transactions between Tauber and EGLI and EFLI.

E. On December 18, 2003, the Court entered an Order Granting the Debtors' Seventeenth Omnibus Objection to Proofs of Claim (Claims That Have Been Settled Pursuant to a Bankruptcy Court Order) (the "17th Omnibus Claims Order"), pursuant to which the Tauber Claim was disallowed and expunged as it appeared to be part of the Settlement Agreement. The Reorganized Debtors and Tauber agree that the Tauber Claim was erroneously disallowed and expunged under the 17th Omnibus Claims Order.

F. Nonetheless, the Reorganized Debtors dispute the amount of the Tauber Claim. The Reorganized Debtors and Tauber have been in discussions to resolve the proper amount of the Tauber Claim.

G. To resolve the issues regarding the Tauber Claim and the 17th Omnibus Objection, the Reorganized Debtors and Tauber have agreed as follows:

AGREEMENT

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES, BY AND THROUGH THEIR RESPECTIVE COUNSEL, AS FOLLOWS:

1. The Recitals are fully incorporated herein by reference.

2. The Reorganized Debtors and Tauber agree that the Tauber Claim, Claim No. 14884, shall be and hereby is reinstated on the Reorganized Debtors' claim docket, as maintained by Bankruptcy Services LLC, the Reorganized Debtors official claims and noticing agent.

3. The Reorganized Debtors and Tauber agree that the Tauber Claim shall be and hereby is reduced and shall be treated as an Allowed General Unsecured Claim against ENA, to be included in and to receive distributions as a Class 5 claim in accordance with the Plan, in the total amount of $67,519, with all deductions and setoffs, if any, deemed to have been taken or made.

4. The Reorganized Debtors and Tauber agree that this Stipulation and Order is the entire understanding of the parties and is intended to be the complete and exclusive statement of the terms thereof and may not be modified or amended except by a writing signed by all the parties hereto, which shall be so ordered by the Court.

5. The Court shall retain jurisdiction with respect to any and all issues or disputes that may arise in connection with this Stipulation and Order.

6. This Stipulation and Order may be executed in any number of counterparts and shall constitute one agreement, binding upon all parties thereto as if all parties signed the same document, all facsimile signatures shall be treated as originals for all purposes.

SO ORDERED.