Below is slightly revised language to be included in the ISDA agreement being 
entered into in connection with the EEX transaction.  Not having the 
transaction documentation to review in connection with this clause, I have 
bracketed several portions of the clause to be filled in as dictated by such 
documentation.  Please call with any follow up.  Steve.
---------------------- Forwarded by Stephen H Douglas/HOU/ECT on 05/31/2000 
01:12 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 [Enron Re] of the [Floating - this assumes that Enron Re is paying 
such amount] Amount will be treated as a payment pursuant to a guaranty by 
[Enron Re][of the obligations of Bob West Treasure, LLC to make payments 
pursuant to Section ___ of the [underlying Financing Agreement between Bob 
West Treasure and Royal Bank of Canada - this needs to be clarifed - is the 
payment related to the RBC loan or the insurance payment by EFR?  If it is 
the RBC loan then this clause is appropriate but if, alternatively, it is the 
EFR insurance payment, then the reference needs to be changed accordingly.]]  
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 different from 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.