Please make these revisions to the amendment to the guaranty.  Please create a red-line and a clean version.

Thanks,

Harlan E. Murphy
Enron Wholesale Services - Legal
1400 Smith Street, EB 3811
Houston, Texas 77002
Tel: 713.345.2679
Fax: 713.646.3490
E-mail: Harlan.Murphy@Enron.com

 -----Original Message-----
From: 	Ernie.Kohnke@dynegy.com@ENRON  
Sent:	Monday, November 12, 2001 4:14 PM
To:	Murphy, Harlan
Cc:	Peter.J.Pavluk@dynegy.com
Subject:	Revisions to Enron Guaranty Agreement

Har,

I'm reviewing the attachment you sent earlier today regarding the security
interest that was to be established under the Master Setoff Agreement.

Here are my revisions for the guaranty Enron provided to Dynegy.  If
acceptable, please incorporate these changes into the Amendment and have
two original execution copies signed on behalf of Enron.  After execution
on behalf of Enron, please send them to me.  I will have them signed on
behalf of Dynegy, and I will return one fully executed original to you for
Enron's files.

Please contact me with any questions or comments you may have.

Thanks.

Ernie

(See attached file: Enron to Dyn 10-29 Rev 1.doc)
 - Enron to Dyn 10-29 Rev 1.doc