Further to my e-mail Friday, I confirm we will convene a conference call this 
morning, 10:00 Calgary/11:00 Houston time.  I suggest the following agenda.

1.  Confirm final structure;

2.  Finalize credit and collateralization issues, including de-linking 
collateral and set-off issues between ECC/Swapco and RBC/ECC;

3.  Finalize interest issues;

4.  Finalize interest and cost issues;

5.  Finalize documentation requirements and timing of first drafts, including:

*  ISDA Master, Schedule and related Certificates, etc. between ECC and 
Swapco;

*  related Enron Corp. Guarantee (incorporating Revolving Credit 
representations, warranties, financial covenants, etc.);

*  transaction Confirmation Letter (x2, i.e. financial prepay and interest 
rate swap);

*  legal opinion of Blakes re: ECC;

*  legal opinion of VE (or whoever) re: Enron Corp.;

*  legal opinion of Macleod Dixon re: Sapwco;

*  ISDA Master, Schedule and related Certificates, etc. between ECC and RBC 
DS;

*  related Enron Corp. Guarantee;

*  transaction Confirmation Letter;

*  legal opinion of Blakes re: ECC;

*  legal opinion of VE (or whoever) re: Enron Corp.;

*  legal opinion of Macleod Dixon re: RBC DS (if considered appropriate);

NOTE:  We should consider if it is necessary to review and approve the 
documentation between Swapco and RBC DS and/or Swapco, BF Equity and RBC DS.

I understand RBC and its counsel