EEI Agreement and Amendment to Guaranty

Bill and Marcus,

Per your conversation with Mike Pechin this afternoon, attached is our
preferred EEI Cover Sheet (which I have changed slightly since the last
draft, the changes are shown in red-lined format), the form of amendment of
our guaranty in your favor (referenced in the cover sheet), and the service
agreement we need you to sign because of our obligation to file something
with FERC authorizing our sales to you under the new EEI. Marcus can
explain to you the reason for the latter documents, and I believe he is
agreeable, although I have not heard back from him on the language of the
guaranty amendment -- we had discussed the concepts.

We want to stress that it is very important for us to conclude this ASAP as
drafted, including having the box for credit assurances checked. The only
alternative we would consider is a voluntary closeout of the forward
positions along with the attached EEI Agreement without the box for credit
assurances checked.

I am out of the office tomorrow morning, but will be back in the afternoon,
but if you can call us tomorrow in the morning, Mike will know how to reach
me. Mike's number is 610-765-6729.

Thanks, and we look forward to hearing from you.

Noel

(See attached file: Service Agreement Form.doc)(See attached file:
Amendment to Exelon Guaranty in favor of EPMI.doc)(See attached file:
Enron_Exelon Generation Company, LLC Cover Sheet 11-26-01_nht.doc)

Noel Trask
Exelon Power Team
300 Exelon Way
Kennett Square, PA 19348
Phone: 610-765-6649
FAX: 610-765-7649

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- Service Agreement Form.doc
- Amendment to Exelon Guaranty in favor of EPMI.doc
- Enron_Exelon Generation Company, LLC Cover Sheet 11-26-01_nht.doc