Cindy:

Mary Perkins executed an amendment to the Enron Corp. Guaranty in favor of Bear Stearns, et al on May 15, 2001.  The original guaranty guaranteed obligations of Enron Credit Inc. under a brokerage arrangement.  Bear Stearns has requested a certificate of incumbency with Mary's specimen signature.

I have prepared and am attaching such certificate.  If acceptable, please have Mary sign and Kate (or another asst. secretary) certify.

Let me know if you have any questions or need anything else.

Thanks!

Marie