Enron Guaranty Form

Ed:
Here is a comparison of our form to Clement's. We need to use our form as it
ties more closely into the swap agreements that we use. Legal will dela with
Clement if this is a problem but I suspect that it won't be. His form, I
suspect, is more suited for credit agreements and the like. I am alos
attaching our form which we distributed today for both the Enron Guaranty and
the Counterparty Guaranty.
Carol