This seems fine to me.  I have no other questions or comments.  There is a
small issue outstanding re. the Enron Re outside counsel opinion, which I
think LeBoeuf is handling with Bermuda counsel.

Regards

Steve






Mark.Taylor@enron.com on 05/31/2000 10:57:24 AM


To:   Stephen_Kruft@swissre.com
cc:   Lou.Stoler@enron.com
Subject:  Re: BWT Transaction





Thanks for your note.  In reply:

1.  We will change United Kingdom to England in the governing law section.

2.  and 3.  We did switch to the English law form and our form didn't
provide for using securities as collateral.  As you point out, it is likely
that SR will always be in the money and the CSA provides for an unlimited
Threshold for SR at all times so that it will never be providing collateral
under that document.   There are certainly other changes that could be made
to the document with that in mind but in the interest of time we didn't
make much of an effort on that score - our theory was that you wouldn't
mind too much since you would never have to post anything under this
document.

Please let me know if you have any other questions or comments.

Mark



                    "Stephen Kruft"
                    <Stephen_Kruft@sw        To:     mark.taylor@enron.com
                    issre.com>               cc:
                                             Subject:     BWT Transaction
                    05/31/2000 08:56
                    AM









I looked at the EFR-ENA Schedule in connection with Gordon Boozer's
comments.  I see no problems except:

1.  The document is expressed to be governed by the law of the"United
Kingdom."   I have never seen this formulation and think it should say
"England," as I believe there are in fact multiple legal systems (e.g.,
Scottish) within the U.K.

2.  I am not sure why all collateral except LCs was deleted.  Was this
agreed by EFR?  If so, OK.  If not, could the CSA provide for other
collateral as Gordon requested.  It is unusual for SR entities to use LCs
in non-reinsurance situations and would probably cost them less to post
Treasuries.  Here it is of course unlikely that EFR will have to post
anything, since EFR will always be in the money to some extent.

3. Did you switch to the English law form of CSA?

Regards








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Subject: Re: BWT Transaction
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