Sara, Brent, Frank and Mary -

Midcoast Energy is being acquired by Enbridge, Inc. and has posed a question 
related to our Master Swap agreement with Midcoast Marketing, Inc.  The 
question concerns the issue of a merger event and whether this constitutes an 
Event of Default if we don't provide a waiver.  The Midcoast people need to 
have this question answered before submitting a final merger proxy to 
shareholders.

The attached document is a proposed form of waiver that Midcoast crafted for 
their ISDA with Scotia Bank.  Can you please take a look at this format and 
let me know if you have any issues with it?


Thanks,

Jay
 -----Original Message-----
From:  Black, Troy  
Sent: Monday, May 07, 2001 1:00 PM
To: Williams, Jason R.
Subject: Midcoast Energy to Enbridge ISDA Issues
Importance: High


Jason,

Please take a look.

Troy
 -----Original Message-----
From:  Janet Coy <Jcoy@midcoastenergy.com>@ENRON 
[mailto:IMCEANOTES-Janet+20Coy+20+3CJcoy+40midcoastenergy+2Ecom+3E+40ENRON@ENR
ON.com] 
Sent: Monday, May 07, 2001 10:58 AM
To: Black, Troy
Subject: LIMITED WAIVER AND CONSENT

 <<Midcoast_Waiver for ISDA Swap with Scotia Bank (2)_.doc>> I need
something like this drafted by Enron regarding our ISDA.  Let me know how
your legal people feel about it.  thanks, Janet

 - Midcoast_Waiver for ISDA Swap with Scotia Bank (2)_.doc