Cindy:

Attached is an amendment to the Enron Corp. guaranty dated January 20, 1994 in favor of Williams Energy Marketing and Trading Company, which guaranty has been amended from time to time.

The attached amendment (i) adds Williams Energy Canada, Inc. as a beneficiary and increases the amount from $75MM to $100MM.  I prepared this form off the April 17, 2001 amendment form.

Please process this amendment ASAP as a deal has been entered into that is conditioned upon us delivering this amendment.

Let me know if you have any questions.

Thanks!

Marie