FINAL Comments

Adele and Maria:
Here are my final comments:

1. In the ISDA Schedule, Part 4, Section (f)(iii), we cannot accept a 30 day
waiting period. Why can't the Guaranty be furnished when the Reorg becomes
effective?

2. In each Guaranty, there is an extra zero in the "cap" amount.

3. In the PSE&G Guaranty, the Counterparty notice section should be just like
what is in the Master for primary notices and copies.

4. In the LC, in the new language on the second page, change Uniform Customs
to UCP.

That's all I have. Subject to resolving point #1, please e-mail to me the
Enron Guaranty and please coordinate with Susan Flynn on getting final
versions executed and obtaining other closing items. I will review your
opinion shortly.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)