ENRON CORP.
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Guaranty
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This Guaranty Agreement (the "Guaranty"), dated effective as of 
_____________, is made and entered into by Enron Corp., an Oregon corporation 
("Guarantor") in favor of _________________________ (&Counterparty8).
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WHEREAS, Counterparty has agreed to enter into a [DESCRIBE TRANSACTION AND 
AGREEMENTS TO BE ENTERED INTO BETWEEN COUNTERPARTY AND ENRON COMPANY] (the 
&Agreement8) with [ENRON COMPANY] (the &Company"), a subsidiary of the 
Guarantor. Guarantor will directly or indirectly benefit from the 
transactions to be entered into between the Company and Counterparty.
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NOW THEREFORE, in consideration of Counterparty entering into the Agreement, 
Guarantor hereby covenants and agrees as follows:
1.;;;;;;;;;;; GUARANTY.; Subject to the provisions hereof, (a) Guarantor 
hereby irrevocably and unconditionally guarantees the timely payment when due 
of the obligations of the Company to the Counterparty in connection with and 
to the extent provided for in the Agreement (the "Obligations"), and (b) to 
the extent that the Company shall fail to pay any Obligations, Guarantor 
shall promptly pay to Counterparty the amount due.; This Guaranty shall 
constitute a guarantee of payment and not of collection.; The liability of 
Guarantor under the Guaranty shall be subject to the following:
(a);;;;;;; Guarantor's liability hereunder shall be and is specifically 
limited to payments expressly required to be made under the Agreement (even 
if such payments are deemed to be damages) and, except to the extent 
specifically provided in the Agreement, in no event shall Guarantor be 
subject hereunder to consequential, exemplary, equitable, loss of profits, 
punitive, tort, or any other damages or costs; and
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(b);;;;;;; The aggregate amount covered by this Guaranty shall not exceed $ 
____________ (_______ U.S. Dollars).
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2.;;;;;;;;;;; DEMANDS AND NOTICE.; If the Company fails or refuses to pay any 
Obligations, Counterparty shall make a demand upon Guarantor (hereinafter 
referred to as a "Payment Demand").; Guarantor shall pay such; Payment Demand 
within five (5) business days.; A Payment Demand shall be in writing and 
shall reasonably and briefly specify in what manner and what amount the 
Company has failed to pay and an explanation of why such payment is due, with 
a specific statement that Counterparty is calling upon Guarantor to pay under 
this Guaranty. A single written Payment Demand shall be effective as to any 
specific default during the continuance of such default, until the Company or 
Guarantor has cured such default, and additional written demands concerning 
such default shall not be required until such default is cured.
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3.;;;;;;;;;;; REPRESENTATIONS AND WARRANTIES.; Guarantor represents and 
warrants that:
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(a);;;;;;; it is a corporation duly organized and validly existing under the 
laws of the State of Oregon and has the corporate power and authority to 
execute, deliver and carry out the terms and provisions of the Guaranty;
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(b);;;;;;; no authorization, approval, consent or order of, or registration 
or filing with, any court or other governmental body having jurisdiction over 
Guarantor is required on the part of Guarantor for the execution and delivery 
of this Guaranty; and
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(c);;;;;;; this Guaranty, when executed and delivered, will constitute a 
valid and legally binding agreement of Guarantor, except as the 
enforceability of this Guaranty may be limited by the effect of any 
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 
affecting creditors' rights generally and by general principles of equity as 
they apply to the Guarantor.
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4.;;;;;;;;;;; SETOFFS AND COUNTERCLAIMS.; Without limiting Guarantor's own 
defenses and rights hereunder, and except as specifically set forth in 
Section 8 hereof, Guarantor reserves to itself all rights, setoffs, 
counterclaims and other defenses to which the Company is or may be entitled 
to arising from or out of the Agreement, (except those set-offs or 
counterclaims arising out of the bankruptcy, insolvency, reorganization, 
moratorium, conservatorship, receivership or similar laws relating to 
creditors, rights generally, or any proceedings thereunder, in respect of or 
in relation to the Company or any of its assets) until such time (if any) as 
such set-off is disproved or judgment is given against such counterclaim.
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5.;;;;;;;;;;; AMENDMENT OF GUARANTY.; No term or provision of this Guaranty 
shall be amended, modified, altered, waived or supplemented except in a 
writing signed by Guarantor and Counterparty.
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6.;;;;;;;;;;; WAIVERS.; Guarantor hereby waives (a) notice of acceptance of 
this Guaranty; (b) presentment and demand concerning the liabilities of 
Guarantor, except as expressly hereinabove set forth; and (c) any right to 
require that any action or proceeding be brought against the Company or any 
other person, or except as expressly hereinabove set forth, to require that 
Counterparty seek enforcement of any performance against the Company or any 
other person, prior to any action against Guarantor under the terms hereof.
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Except as to applicable statutes of limitation, no delay of Counterparty in 
the exercise of, or failure to exercise, any rights hereunder shall operate 
as a waiver of such rights, a waiver of any other rights or a release of 
Guarantor from any obligations hereunder.
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Guarantor consents to the renewal, compromise, extension, acceleration or 
other changes in the time of payment of or other changes in the terms of the 
Obligations, or any part thereof or any changes or modifications to the terms 
of the Agreement.
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This Guaranty shall terminate on the earlier of _________________ at midnight 
Houston time or upon Guarantor providing written notice of such termination 
to Counterparty and upon the effectiveness of such termination, Guarantor 
shall have no further liability hereunder except as provided by the last 
sentence of this paragraph.; No such termination by written notice shall be 
effective until fifteen (15) business days after receipt by Counterparty of 
such termination notice.; However, in either case of termination, no such 
termination shall affect Guarantor's liability with respect to any 
transaction (as defined in the Agreement) entered into prior to the time the 
termination is effective, which transaction shall remain guaranteed pursuant 
to the terms of this Guaranty.
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7.;;;;;;;;;;; EXPENSES. The Guarantor agrees to pay on demand all reasonable 
out of pocket expenses (including reasonable fees and expenses of 
Counterparty,s counsel) in any way relating to the enforcement or protection 
of the rights of the Counterparty hereunder, provided that the Guarantor 
shall not be liable for any expenses of Counterparty if no payment under this 
Guaranty is due.
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8.;;;;;;;;;;; SUBROGATION.;;;;;;;;;;; The Guarantor will not exercise any 
rights which it may have by way of subrogation until all the Obligations to 
Counterparty shall have been paid in full.; Subject to the foregoing, upon 
payment of all the Obligations, the Guarantor shall be subrogated to the 
rights of Counterparty against the Company, and Counterparty agrees to take 
at the Guarantor,s expense such steps as the Guarantor may reasonable request 
to implement such subrogation.
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9.;;;;;;;;;;; NOTICE.; Any Payment Demand, notice, request, instruction, 
correspondence or other document to be given hereunder by any party to 
another (herein collectively called "Notice") shall be in writing and 
delivered personally or mailed by certified mail, postage prepaid and return 
receipt requested, or by telegram or telecopier, as follows:
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To Counterparty:
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To Guarantor:
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Enron Corp.
1400 Smith Street
Houston, Texas; 77002
Attn:;;;; Vice President,
;;;;;;;;;;; Finance and Treasurer
Fax No.:; (713) 646-3422
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Notice given by personal delivery or mail shall be effective upon actual 
receipt. Notice given by telegram or telecopier shall be effective upon 
actual receipt if received during the recipient's normal business hours, or 
at the beginning of the recipient's next business day after receipt if not 
received during the recipient's normal business hours.; All Notices by 
telegram or telecopier shall be confirmed promptly after transmission in 
writing by certified mail or personal delivery.; Any party may change any 
address to which Notice is to be given to it by giving notice as provided 
above of such change of address.
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10.;;;;;;;;;;; MISCELLANEOUS.; THIS GUARANTY SHALL IN ALL RESPECTS BE 
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS 
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.; This Guaranty shall be 
binding upon Guarantor, its successors and assigns and inure to the benefit 
of and be enforceable by Counterparty, its successors and assigns.; The 
Guaranty embodies the entire agreement and understanding between Guarantor 
and Counterparty and supersedes all prior agreements and understandings 
relating to the subject matter hereof.; The headings in this Guaranty are for 
purposes of reference only, and shall not affect the meaning hereof.
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IN WITNESS WHEREOF, the Guarantor has executed this Guaranty on ___________ 
2001, but it is effective as of the date first above written.
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ENRON CORP.
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By:
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Name:
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Title:
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