Will putting this in the confirmation give the accountants heartburn over 
treating the transaction as a swap?
----- Forwarded by Mark Taylor/HOU/ECT on 05/31/2000 09:17 AM -----

	Tana Jones
	05/30/2000 07:31 PM
		 
		 To: Mark Taylor/HOU/ECT@ECT, Lou Stoler/HOU/ECT@ECT
		 cc: 
		 Subject: Language for the Confirmation


----- Forwarded by Tana Jones/HOU/ECT on 05/30/2000 07:30 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 the Counterparty of the Floating Amount will be treated as a 
payment pursuant to a guaranty by the Counterparty 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.]  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 inconsistent with the manner in which the Transaction is 
characterized for other 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.