IN RE ENRON CORP

ARTHUR GONZALEZ, Bankruptcy Judge

RECITALS

WHEREAS, commencing December 2, 2001 (the "Petition Date") and periodically thereafter, Enron Corp. and certain of its affiliated entities (collectively, the "Debtors") each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors continue to be authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors' chapter 11 cases have been procedurally consolidated for administrative purposes;

WHEREAS, on December 12, 2001, in accordance with section 1102 of the Bankruptcy Code, the United States Trustee for the Southern District of New York appointed a statutory committee of unsecured creditors (the "Creditors' Committee") for the Debtors' chapter 11 cases. The Creditors' Committee has been reconstituted from time to time;

WHEREAS, on October 15, 2002, Total Gas Power Limited f/k/a TotalFinaElf Gas Power Limited (the "Creditor") filed claim number 13245 as a guaranty claim against Enron Corp. (the "Claim");

WHEREAS, on November 26, 2003, Enron Corp. (the "Stipulating Debtor") filed a complaint to avoid the Claim as a constructive fraudulent conveyance (Adversary Proceeding No. 03-93561, the "Adversary Proceeding");

WHEREAS, the Debtors have filed their Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, (the "Plan") and accompanying Disclosure Statement for Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, (the "Disclosure Statement");

WHEREAS, on January 9, 2004, the Court entered an order, inter alia, approving the Disclosure Statement as containing sufficient information to allow a holder of claims against or interests in the Debtors to vote for or against the Plan and establishing solicitation procedures with respect thereto (Docket No. 15303, the "Solicitation Procedures Order");

WHEREAS, on January 9, 2004, the Court entered an order, inter alia, establishing voting procedures in these Chapter 11 Cases (Docket No. 15296, the "Voting Procedures Order");

WHEREAS, the Stipulating Debtor has filed an objection to the Claim via the Adversary Proceeding and absent further order from the Court, the Claim is not allowed to vote on the Plan pursuant to the Voting Procedures Order;

WHEREAS, pursuant to section 28.2 of the Plan, a holder of a guaranty claim (a) relating to a guaranty executed during the period from December 2, 2000 up to and including December 2, 2001 and (b) where the Debtors have commenced litigation to avoid such guaranty obligation may elect to compromise and settle such litigation in accordance with the schedule set forth therein (the "Guaranty Settlement Election");

WHEREAS, the Court entered an order authorizing and establishing procedures for nonvoting unsecured creditors of Enron North America and its subsidiaries and certain guaranty creditors to elect certain options under the Debtors' chapter 11 plan (Docket No. 17296, the "Election Procedures Order");

WHEREAS, the Stipulating Debtor and the Creditor (collectively, the "Parties") have agreed that the Guaranty Settlement Election may be made with respect to the Claim as set forth in this Stipulation;

WHEREAS, the Parties agree that this Stipulation only affects the Guaranty Settlement Election for the Claim, and the Parties reserve their rights with respect to the allowance and treatment of the Claim for all other purposes;

NOW, THEREFORE, in consideration of the forgoing the Parties, by their undersigned counsel, stipulate and agree as follows:

AGREEMENT

1. The Recitals are fully incorporated herein by reference.

2. The Parties agree that the Guaranty Settlement Election is deemed to have been made with respect to Claim number 13245 and that the applicable percentage discount for purposes of section 28.2 of the Plan shall be 55%.

3. The terms of this Stipulation, and not the election form for the Claim, shall control whether the Creditor has made the Guaranty Settlement Election for the Claim.

4. The terms of this Stipulation do not provide for or ensure allowance of the Claim for distribution purposes and the Debtors reserve their rights to further object to the Claim.

5. This Stipulation only affects the Guaranty Settlement Election for the Claim, and the Parties reserve their rights with respect to the allowance and treatment of the Claim for all other purposes.

6. This Stipulation and Order shall become effective and binding as of entry of this Stipulation and Order on the docket as "so ordered" by the Court. In the event that this Stipulation and Order is not approved by the Court, it shall be null and void and have no force or effect.

7. The Parties agree that this Stipulation and Order shall be of no evidentiary value whatsoever in any other proceedings.

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

9. This Stipulation shall be governed by, construed and enforced in accordance with the laws of the State of New York except as governed by the Bankruptcy Code and Federal Rules of Bankruptcy Procedure.

10. This Stipulation sets forth the entire understanding of the Parties hereto 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.

11. 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.