Mark, as discussed here is a draft of my proposed e-mail for your review.  
Please let me know if it accurately reflects our understanding and I will 
then send it out to everyone.  I really think that having Tana come up for a 
few days as soon as she can would be very helpful for Linda and Sharon.

Thanks

Greg
---------------------- Forwarded by Greg Johnston/CAL/ECT on 11/06/2000 01:33 
PM ---------------------------


Greg Johnston
11/06/2000 11:53 AM
To: Mary Cook/HOU/ECT, Sharon Crawford/CAL/ECT, Chris Gaffney/TOR/ECT, Mark E 
Haedicke/HOU/ECT, Peggy Hedstrom/CAL/ECT, Tana Jones/HOU/ECT, Peter 
Keohane/CAL/ECT, Jonathon McKay/CAL/ECT, Rob Milnthorp/CAL/ECT, Mark 
Powell/CAL/ECT, Dianne Seib/CAL/ECT, Linda Sietzema/CAL/ECT, Mark 
Taylor/HOU/ECT, John Zufferli/CAL/ECT
cc:  
bcc: 
Subject: Canadian Financial Trading Confirmation Process

Further to a discussion with Mark Taylor, I wanted to confirm our collective 
understanding/proposal regarding the legal procedures associated with the 
financial trading process in Canada.  As you are all aware, all financial 
confirms for Enron Canada are now generated and distributed by the confirm 
desk in Calgary.  However, it seems that there has been some confusion 
relating to the legal procedures associated with this process.

In short, I believe that everyone is in agreement that the legal process 
regarding Canadian financial confirms will be basically the same as for 
Canadian physical confirms.  That is, as is currently the process for 
physical deals, the Canadian confirm desk will generate all deal tickets and, 
to the extent that the financial transactions are straight forward, will 
generate, have executed and distribute to counterparties the confirmation 
letters, with no involvement of the legal department.  However, for any 
financial transactions that are out of the ordinary or contain special terms 
(as well as amendments), just as with physical transactions, the confirm desk 
will generate the deal ticket and provide it to Linda or Sharon in Calgary.  
Linda and Sharon will then prepare the draft financial confirm based upon the 
deal tickets, which will be reviewed and approved by either myself or Mark 
Powell.  Once approved, the confirm will be initialed by the reviewing 
lawyer, checked for credit and sent to the commercial person to review, 
approve and have executed.  The executed confirm will then be returned to 
either Linda or Sharon, who will attend to distributing it to the 
counterparty.  Again, this will only be required for transactions which are 
out of the ordinary.

With respect to negotiating and implementing, and addressing ongoing legal 
concerns with respect to, ISDAs on behalf of Enron Canada, Mark Taylor's 
group, and I understand specifically Mary Cook, will continue to have 
responsibility for such matters.  Therefore, to the extent that we need to 
put an ISDA in place with a counterparty or if a counterparty has legal 
concerns about the implementation of the ISDA, the process will be the same 
as it has been in the past, meaning that those matters will be dealt with in 
Houston.

Given that Linda and Sharon will now have responsibility for preparing 
initial drafts of atypical financial confirmations, I think it is essential 
that Tana spend a few days in Calgary as soon as her schedule permits to run 
each of Sharon and Linda (as well as perhaps some of the people in Peggy's 
group who will be dealing with financial confirmation matters) through her 
ISDA training course and to help Linda and Sharon set up the process in our 
legal group to deal with these matters.  As well, we will need to ensure that 
Linda and Sharon receive (either from Houston or Dianne) electronic versions 
of all confirmation precedents (ie. confirm forms, amendment forms, etc.) 
necessary for them to properly undertake these activities.

If anyone has any questions or concerns regarding the above, please do not 
hesitate to contact me.  Otherwise, I think we should implement these 
procedures as soon as possible, including having Tana join us for a few crisp 
winter days in Calgary.

Thanks

Greg