The following is a clean version of the tax characterization clause just 
dispatched that reflects the comments of Lou Stoler.  Best regards.
---------------------- Forwarded by Stephen H Douglas/HOU/ECT on 05/31/2000 
01:23 PM ---------------------------


Morris Richard Clark
05/30/2000 07:24 PM
To: Tana Jones/HOU/ECT@ECT
cc: Stephen H Douglas/HOU/ECT@ECT 
Subject: Language for the Confirmation

Tana,

The language in the Schedule should reflect what is in our Form#3, whereby 
"Enron Re:" is the U.S. entity and "Swiss RE - EFR" is a Barbados entity.  
Also, the tax form requested should be a W-8.

In addition, the following language should be added to the confirmation:

United States Federal Income Tax Characterization and Reporting.  The parties 
recognize and intend that, for United States federal income tax purposes, any 
payment by the Counterparty of the Fixed Amount will be treated as a payment 
pursuant to a guaranty by the Counterparty of the obligations of Bob West 
Treasure, LLC to make payments under a Loan Agreement between Bob West 
Treasure, LLC and Royal Bank of Canada.  The parties agree that to the extent 
either of the parties is required to report any item of income, gain, loss, 
deduction or credit relating to the Transaction for United States federal 
income tax purposes, such party shall report such item consistent with the 
characterization set forth above and shall not take any position on any tax 
return or report relating to United States federal income taxes which is 
inconsistent with such characterization.  The parties recognize that the 
manner in which they have agreed to characterize the Transaction for United 
States federal income tax purposes may be inconsistent with the manner in 
which the Transaction is characterized for non-United States federal income 
tax purposes and for accounting, regulatory or other purposes.  The 
provisions of this Section are not intended to affect the manner in which the 
parties report the Transaction for such other purposes, or the interpretation 
of the provisions of the Confirmation and the rights and obligations of the 
Parties arising hereunder, for any purposes.