Hi, Cindy:

Enron Corp. executed a guaranty dated as of March 29, 2001 in favor of The Bear Stearns Companies, et al, guaranteeing Enron Credit Inc.'s obligations under a Securities Loan Agreement and brokerage agreement that were originally executed by ENA and assigned to Enron Credit Inc.  Andy Fastow signed this guaranty.  Bear Stearns is now asking for certificates as to authority and incumbency, so I have prepared and attach them for processing.

In addition, Enron Corp. executed a guaranty dated as of February 20, 2001 in favor of The Bear Stearns Companies, et al, guaranteeing ENA's obligations under the Securities Loan Agreement and brokerage agreement that were subsequently assigned to Enron Credit Inc.  We asked Bear Stearns to return the original Enron Corp. guaranty and apparently they have lost it.  In this regard, I am attaching a form of termination for that guaranty.  If it is in order, please process it for signature.

Thanks for your help and if you have any questions or need anything else, please let me know.

Marie
x33907