RE: Con Ed of NY

Thanks. We amended the guaranty yesterday to do just that. We are trying to
have the guaranty executed.

Stephanie: We will ultimately need to attach the "Clement approved" form of
guaranty to the Confirmation. Also, we may as well note the new guaranty in
the amendment to the first transaction.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com

Edward Sacks/ENRON@enronXgate
04/19/2001 12:49 PM

To: Stephanie Panus/NA/Enron@Enron
cc: Sara Shackleton/HOU/ECT@ECT
Subject: RE: Con Ed of NY

Looks good to me. We will need to amend our outgoing gty by increasing the
amount from $10MM to $20MM and also expand gty coverage to cover all agmts
which are financially settled w/ ENA.

Ed Sacks

-----Original Message-----
From: Panus, Stephanie
Sent: Thursday, April 19, 2001 11:25 AM
To: Sacks, Edward
Cc: Shackleton, Sara
Subject: Con Ed of NY

Ed,

Please review the attached revised confirm for Con Ed. The revision is to
the Exposure Threshold/Credit Ratings on page 1 of Annex B-1. As ENA does
not have a credit rating above BBB+, we have inserted $20 mil. (the BBB+
threshold) for those ratings above BBB+.

Please contact either Sara or myself.

Thanks,
Stephanie

<< File: 153Aconf (Con Ed NY).doc <<

Sara - I spoke to Clement about the revised guaranty and have emailed him
clean and blacklined copies.