UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

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In re :
: Chapter 11 Case No.
ENRON CORP., ET AL., : 01-16034 (AJG)
:
Debtors. : Jointly Administered
:
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INTERIM ORDER PURSUANT TO SECTIONS 327(a) AND 328(a) OF

THE BANKRUPTCY CODE APPROVING THE RETENTION OF
TOGUT, SEGAL & SEGAL LLP AS ATTORNEYS FOR THE DEBTORS

Upon the Application dated December 3, 2001 (the “Application”) of

Enron Corp., et al., as debtors and debtors in possession (collectively, “Enron” or the

“Debtors”), for an order pursuant to sections 327(a) and 328(a) of title 11 of the

United States Code (the “Bankruptcy Code”) approving the retention by Enron of

Togut, Segal & Segal LLP (“TS&S”) as Enron’ attorneys under a general retainer in

accordance with TS&S’s normal hourly rates and disbursement policies, as more fully

set forth in the Application; and upon the affidavit of Albert Togut, Esq., the senior

member of the firm of TS&S, sworn to December 3, 2001 (the “Togut Affidavit”),

annexed to the Application; and it appearing that the members and associates of

TS&S who will be engaged in these chapter 11 cases are duly admitted to practice

before this Court; and the Court being satisfied, based on the representations made in

the Application and the Togut Affidavit, that TS&S represents or holds no interest

adverse to the Debtors or to their estates and is disinterested under section 101(14) of

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the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; and the

Court having jurisdiction to consider and determine the Application as a core

proceeding in accordance with 28 U.S.C. §§ 157 and 1334; and it appearing that the

relief requested by the Application is necessary and in the best interests of the Debtors,

their estates, and their creditors; and due notice of the Application having been

served on the (i) the United States Trustee for the Southern District of New York, (ii)

the attorneys for the Debtors’ prepetition senior secured bank lenders, and (iii) the

creditors holding the twenty largest unsecured claims against the Debtors’ estates, and

it appearing that no other or further notice need be given; and sufficient cause

appearing therefor, it is

ORDERED that the Application is granted and approved; and it is

further

ORDERED that, pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, the Debtors, as debtors in possession, are authorized to employ

TS&S as their co-counsel under a general retainer in accordance with TS&S’ normal

rates and disbursement policies as set forth in the Application, effective as of the

commencement of these cases; and it is further

ORDERED that TS&S shall be compensated in accordance with the

procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable

Federal Rules of Bankruptcy Procedure, local rules and orders of the Court, guidelines

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established by the Office of the United States Trustee, and such other procedures as

may be fixed by order of this Court; and it is further

ORDERED that this Order shall be granted on an interim basis, and

there shall be a final hearing held on January 7, 2002 at 2:00 p.m to consider any

objections to the proposed retention herein and such objections shall be filed by no

later than January 3, 2002 at 5:00 p.m. and served on the Debtors’ attorneys and the

applicant so as to be actually received by such filing deadline; and it is further

ORDERED that any objections to the proposed retention shall be filed

with the Court in accordance with General Order M-182, which order can be found at

www.nysb.uscourts.gov; and it is further

ORDERED that service of the Application as provided therein shall be

deemed good and sufficient notice of such Application; and it is further

ORDERED that the requirement under Rule 9013-1(b) of the Local

Bankruptcy Rules for the Southern District of New York for the filing of a

memorandum of law is waived.

DATED: New York, New York

December 11, 2001

s/Arthur J. Gonzalez
UNITED STATES BANKRUPTCY JUDGE

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