Wally's drafts of these documents seem fine to me from a United States perspective.  As we discussed, I believe that a transaction where, in effect, a shareholder's right to redemption/liquidation proceeds and dividends is reduced would be analyzed as a redemption for United States federal income tax purposes.

Just want to make sure that I'm not missing anything--I have documents relating to the transaction between Enron and Enron Canada, and Enron Canada and Enron Canada Power, but nothing relating to the transfer between Enron Canada Power and ERMT Canada Corp. and nothing relating to the "drop down" of the note.  Is that correct?

Steve, as I mentioned, I will not be in the office tomorrow or Friday.  However, I will take my "picture" with me from our conversations today and if you need me, please let Lorna, my secretary know; she will put you in touch with me.

Best regards,
Kathy

Katherine M. Bristor
Skadden Arps Slate Meagher & Flom LLP
4 Times Square
New York NY 10036
p: (212) 735-2338
f:  (917) 777-2338
kbristor@skadden.com

>>> "WALLY SHAW" <wally.shaw@blakes.com> 11/07/01 05:30PM >>>
As discussed.

Wallace Y. Shaw
Barrister and Solicitor
Blake, Cassels & Graydon LLP
Calgary, AB T2P 4J8
Tel:  403.260.9766
Fax: 403.260.9700
E-Mail: betty.fleming@blakes.com

This e-mail communication is confidential and legally privileged.  If you are not the intended recipient, please notify me at the telephone number shown above or by return e-mail and delete this communication and any copy immediately.  Thank you.



****************************************************
This e-mail and any attachments thereto, is intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified any dissemination, distribution or copying of this email, and any attachments thereto, is strictly prohibited. If you receive this email in error please immediately notify me at (212) 735-3000 and permanently delete the original copy and any copy of any e-mail, and any printout thereof.

Further information about the firm, a list of the Partners and their professional qualifications will be provided upon request.
****************************************************

 - Katherine Bristor.vcf