Form of Guaranty

Sara,

Per our conversation, following is a form of payment guaranty (specifically
debt) that can be used with respect to the back stopping of debt obligations
of ENE subs. The form is typically what financial institutions would like to
see, but it is not my favorite. It is a form that was drafted up during the
undertaking of a project to create forms of guarantees for Enron Corp. for
specific situations. You can use this form to send to your counterparty. I
generally limit to form to case-by-case situtations. Please call me if you
have any questions.

Clem