Mary, Enron Canada has 2 offices, one in Calgary and one in Toronto.  The 
Toronto office was established to participate in all aspects of Enron 
Canada's business, but principally, power trading, marketing and origination 
after the de-regulation (or "market opening") of the Ontario power markets, 
anticipated for the 2nd or 3rd quarter of 2001.

In response to your specific questions:

1. The Toronto office will be engaged in all aspects of trading, including 
financial trading.  As with the Calgary office, it is my understanding that 
all financial trading documentation will be handled as follows:

 (a) financial master agreements (ISDA) and related collateral 
annexes/guarantees/certificates/etc. will be negotiated and documented by 
Houston Legal out of the Houston office under the supervision of Mark Taylor 
and yourself;

 (b) financial transaction documentation (i.e., confirmation 
letters/GTCs/etc.) will be documented out of the Calgary office by Enron 
Canada Operations/Documentation, under the supervision of Enron Canada Legal 
where applicable;

 (c) physical masters and related documentation will be negotiated and 
documented out of the Calgary or Toronto office by Calgary/Toronto Legal, as 
applicable, under my supervision; and 

 (d) all transaction documentation will be documented out of the Enron Canada 
Documentation/Operations Group, under the supervision of Enron Canada Legal, 
as appropriate.

2. All Canadian lawyers, including Chris Gaffney, report to me.  However, 
Chris Gaffney has responsibility for legal matters regularly affecting the 
Toronto office.  Therefore, you can co-ordinate directly with Chris, but 
please keep me advised.  Chris regularly updates me with respect to Toronto 
office matters.

Regards,
Peter






MARY COOK
01/08/2001 08:05 AM
To: Peter Keohane/CAL/ECT@ECT
cc:  
Subject: Toronto Office

Peter, the credit group in Houston has advised that the Toronto office may 
begin entering into the financial trading arena.  Can you advise me on the 
following:

1.  What are the current commercial plans for the Toronto office regarding 
financial trading?

2.  I understand Chris Gaffney is the attorney in the Toronto office.  Does 
he report into you? If the answer to 1 is yes, should I coordinate matters 
with Chris directly or through you?

Thanks.  Give me a call when you get a chance.  Mary


Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com