Tana,  could you do me a massive favour and arrange for the below referenced 
ISDA faxed over to me. Thanks, Ed

---------------------- Forwarded by Edmund Cooper/LON/ECT on 07/13/2000 09:51 
AM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  James.Clarry@AllenOvery.com                           07/12/2000 06:20 
PM
	

To: Edmund.Cooper@enron.com
cc:  

Subject: Swiss Re and Enron North America Corporation




Edmund,

Gordon Boozer at Swiss Re has suggested that we use the existing ISDA
Master Agreement between Swiss Re and ENA as a template for the
EnronCredit.com Schedule.  Denis and I agree that this is a reasonable
approach, provided that we carve-out any business / reps / credit terms
peculiar to ENA.  I should be grateful if you would send me a copy of the
ENA-Swiss Re Schedule by e-mail / fax (0207 330 9999) at your earliest
convenience.

Many thanks,

James





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Edmund.Cooper@enron.com
From:
04/07/2000 14:40

Memo
From:
Priority:



 To:     James Clarry

 cc:     Clare Godson, Denis.O'Connell

 bcc:







 Subject Re: Bank ISDA credit
 :




________________________________________





On point 2. below, I would leave this blank for the moment and add in a
later draft. Thanks, Edmund





 (Embedded     Enron Capital & Trade Resources Corp.
 image moved
 to file:      From:  James.Clarry@AllenOvery.com
 pic24946.pcx) 07/04/2000 12:17 PM






To:   Edmund.Cooper@enron.com
cc:   Clare.Godson@AllenOvery.com, Denis.O'Connell@enron.com

Subject:  Re: Bank ISDA credit




Edmund,

Two further questions:

1.  Automatic Early Termination.  The Policies and Concessions Guidelines
table indicates that AET should be applied / disapplied in accordance with
the recommendations contained in the ISDA netting opinions, as summarised
by the matrix recently provided to Enron by Cathy Ryan.  However, where the
matrix indicates that AET is "Recommended", but is not "Necessary", what do
you want us to specify?

Please note that generally we think that Automatic Early Termination should
not apply unless there is some legal advantage in including it (ie. where
local counsel has indicated that it is necessary/strongly recommended in
order to enforce close-out netting under the particular insolvency rules
applicable to the counterparty).  This is because there are practical
disadvantages associated with it.  The main disadvantages are:

(a)  the fact that it cannot be waived by the Non-defaulting Party, which
therefore loses its discretion as to whether and        when to terminate;
and

(b)  the risk that Early Termination will occur without the knowledge of
the Non-defaulting Party.

As  far  as  we  are  aware,  Automatic Early Termination is currently only
necessary  in  relation  to counterparties located in Denmark. As a result,
you  may  wish  to  consider  disapplying  Automatic  Early  Termination in
relation to counterparties in all other jurisdictions.  Please note that we
understand  that Automatic Early Termination is recommended (although it is
not  necessary) for counterparties located in Singapore, Switzerland, Japan
and the Netherlands.   As a result of these recommendations, you may prefer
that   Automatic  Early Termination continues to apply.  Please let me know
how  you  would  like  me  to  revert  to proceed in the first draft of the
Schedules where AET is recommended, but not necessary..

2. Date of the Agreement.  I should be grateful if you would provide us
with details of the date of the first trade for each counterparty where
EnronCredit.com Limited has an existing trading relationship with the
counterparty.  If we have not received this information before the first
draft Schedules and cover faxes are ready for distribution, then we will
add these details in a later draft.

I look forward to hearing from you.

Many thanks,

James




|------------|
| (*) Normal |
| ( ) High   |
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| [ ] Return receipt |
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Edmund.Cooper@enron.com
From:
03/07/2000 11:24

Memo
From:
Priority:



 To:     James Clarry

 cc:

 bcc:







 Subject Bank ISDA credit
 :




________________________________________




James,  additional credit details for you.  Thanks, Edmund

---------------------- Forwarded by Edmund Cooper/LON/ECT on 07/03/2000
12:26 PM ---------------------------


 (Embedded
 image moved
 to file:      From:  Rod Nelson
 pic03035.pcx) 06/30/2000 05:22 PM






To:   Edmund Cooper/LON/ECT@ECT, Paul Simons/LON/ECT@ECT, Denis
      O'Connell/LON/ECT@ECT
cc:

Subject:  Bank ISDA credit

(See attached file: Bank Masters List.xls)



(See attached file: pic03035.pcx)
(See attached file: Bank Masters List.xls)










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