Requested form of GTC Confirmations attached:

    




---------------------- Forwarded by Larry Joe Hunter/HOU/ECT on 09/26/2000 
03:10 PM ---------------------------
From: Tana Jones on 09/26/2000 02:58 PM
To: Chris Gaffney/TOR/ECT@ECT
cc: Greg Johnston/CAL/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Larry Joe 
Hunter/HOU/ECT@ECT 
Subject: Canadian Sample forms of ISDA Agreements & Confirmations

Chris,

Per our conversation, I am attaching  a sample form of ISDA for both a 
Canadian corporate and a Canadian governmental.  With the governmental, the 
proposed form of legal opinion attached to the ISDA Schedule would have to be 
modified depending on your particular situtation (see footnotes in opinion).  
As I also mentioned, we are making some revisions to the guaranty we are 
getting from Hydro-Quebec in response to comments from counsel, and we may 
want to make some of the same changes to guarantees we receive from any 
governmental guarantor.  If you end up having a governmental guarantor, let 
me know and I'll send you down the revisions.

By copy of this email to Joe Hunter on the Confirmation Desk, I am asking him 
to email you copies of the form of Omnibus Confirmation and Annex A thereto 
for an ECC/Canadian Counterparty Deal.  I have to say that if you end up 
transacting with a governmental entity, our form of confirmation will not 
include the reps and warranties required to transact with such 
counterparties, since we never trade financial with governmentals prior to 
execution of a master.  If you go down that road we may have to come up with 
some kind of form, but the best route is to get the ISDA in place first.