Clement --  Attached are redlined and clean formats of (1) EPMI Amended and Restated Guarantee [multicommodity, excepting power] Agreement and (2) Enron Corp. Guaranty supporting wholesale power trading activities of EPMI which I am printing and sending to you in signature counterpart.  Please note in the last paragraph of the second guaranty referenced above that the earlier-issued guaranty of the same date is being superseded and cancelled upon issuance of item 2.  Please call me with any questions.  David

                     execution copy of multicommodity gty:          

                   execution copy of wholesale power gty:           
 -----Original Message-----
From: 	"Hamm, Jean" <Jean.Hamm@leonard.com>@ENRON [mailto:IMCEANOTES-+22Hamm+2C+20Jean+22+20+3CJean+2EHamm+40leonard+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Monday, July 30, 2001 3:12 PM
To:	Portz, David
Cc:	Jim Croyle (E-mail); Striker, Bob
Subject:	Enron and NRG Guaranties

David,
Confirming our phone conversation earlier today, the changes you recommend
to the NRG and Enron power guaranties (June 29, 2001) are acceptable.  These
changes pertain to documenting in the power guaranties the partial
cancellation of the prior multi-commodity guaranties issued in 2000.

In addition, the proposed "Amended and Restated" Enron multi-commodity
guaranty is acceptable, although NRG views the current multi-commodity
guaranties as interim guaranties, pending negotiation of the ISDA credit
terms.  At that time NRG plans to cancel its year 2000 guaranty and issue a
new guaranty reflecting the ISDA negotiations.  How does Enron plan to
accommodate the ISDA negotiations in its multi-commodity guaranty?

In my absence, Bob Striker will continue to work with you to complete these
documents.

Jean

Jean M. Hamm
Leonard, Street and Deinard
150 South Fifth Street, Suite 2300
Minneapolis, MN. 55402
    Phone: (612) 335-1955
    Fax:     (612) 335-1657
    e-mail:  jean.hamm@leonard.com