per my voice mail - c me  
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 09/14/99 06:58 
PM ---------------------------


Sheila Tweed
09/14/99 06:15 PM
To: Laura Luce/HOU/ECT@ECT, Gregg Penman/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT 
Subject: Enron Guaranty

Sara, would you please confirm that the additional changes being requested 
are consistent with the Enron Corp. Guaranty for the ISDA Swap Agreement?
---------------------- Forwarded by Sheila Tweed/HOU/ECT on 09/14/99 06:10 PM 
---------------------------


j.nassos@pecorp.com on 09/14/99 05:52:53 PM
To: Sheila Tweed/HOU/ECT@ECT
cc: p.kauffman@pecorp.com, m.klyasheff@pecorp.com 
Subject: Enron Guaranty



Sheila -

Attached are my comments to the Enron Corp. Guaranty.  The form you prepared
did not include the revisions proposed in the last round of ISDA Guaranty
negotiations which were agreed to by Sara Shackleton, and I have added them
in the attached marked draft.

Also, you will note that in our earlier discussions last week North Shore
Gas contracts were not addressed, and I have attempted to do so here.

We are still looking at the issue of whether specific designation of the New
York "Commercial Division" for state courts is acceptable, and expect to
have an answer tomorrow morning.  Also, I have added some additional
language more typical of an exclusive jurisdiction clause generally.

No one else at Peoples has seen these comments, so they remain subject to
further change.

Pleae call me if you wish to discuss (312-240-4413).

 <<Peoples Guaranty.doc>>

 - Peoples Guaranty.doc