Further to the e-mail sent out this morning by Soma regarding the revised 
structure, although things have not yet been completely finalized, in order 
to be in a position to execute documents by Thursday, I think we need to 
continue or, where necessary start, the preparation of documents.  Based on 
Soma's structuring e-mail, $150 million will be coming from Royal Bank of 
Canada (RBC) and $150 million from The Toronto-Dominion Bank (TD), with Chase 
Manhattan Bank (Chase) acting as the sleeve on both transactions.  Regarding 
RBC's transaction, RBC will step into the shoes of Bow Valley Trust in the 
previous documents, so that RBC will be the counterparty under Swap 1.  RBC 
will remain as the counterparty under the interest rate swap and Chase will 
step into the spot where RBC was in the previous structure (with ENA put into 
the mix to do the swap with Chase).  The TD Bank transaction will be 
identical.  Therefore, I believe the relevant documentation is as follows:

	Document	Counterparty	Responsibility	Status
1.	RBC ISDA Master Schedule on Swap 1 and 4	RBC	Sara/Tana	RBC will replace Bow 
River Trust as counterparty to previous Swap 1 documents and interest rate 
swap will be included under this Master.  RBC comments incorporated, sent to 
RBC for sign off
2.	RBC Confirm of Swap 1 ($150 million)	RBC	Sara	RBC comments incorporated, sent to RBC 
for sign off. Soma to provide appendix to Confirm
3.	RBC Confirm of Interest Rate Swap 4	RBC	Sara	RBC comments incorporated, sent to 
RBC for review.  RBC to provide appendix to Confirm
4.	Enron Corp. Guarantee	RBC	Clement	RBC comments incorporated, sent to RBC for sign off
5.	J. Derrick Opinion re: Enron Corp.	RBC	Clement	Finalized
6.	V&E Opinion re: Enron Corp.	RBC	Clement/Bryan Pechersky	RBC comments incorporated, sent to 
RBC for sign off
7.	Blakes Opinion re: ECC	RBC	Warren Nishimura	Sent to RBC for sign off
8.	RBC Confirm of Swap 3	Chase (with ENA)	Sara	Chase will replace RBC as counterparty 
to previous Swap 3 document and this swap will now take place with ENA.  
Chase has not yet received
9.	Internal Confirm re: ECC/ENA back-to-back	ENA	Sara	To be prepared
10.	TD ISDA Master Schedule on Swap 1 and 4	TD	Sara/Tana	To be prepared using RBC 
form and TD to review
11.	TD Confirm of Swap 1 ($150 million)	TD	Sara	To be identical to RBC form and TD to 
review
12.	TD Confirm of Interest Rate Swap 4	TD	Sara	To be identical to RBC form and TD 
to review
13.	Enron Corp. Guarantee	TD	Clement	To be prepared using RBC form and TD to review
14.	J. Derrick Opinion re: Enron Corp.	TD	Clement	To be provided to TD for review
15.	V&E Opinion re: Enron Corp.	TD	Clement/Bryan Pechersky	To be prepared using RBC form and TD 
to review
16.	Blakes Opinion re: ECC	TD	Warren Nishimura	To be prepared using RBC form and TD to review
17.	TD Confirm of Swap 3	Chase (with ENA)	Sara	To be identical to confirm of Swap 3 
under RBC leg
18.	Internal Confirm re: ECC/ENA back-to-back	ENA	Sara	To be prepared
19.	Letter Agreement re: Indemnification regarding Increased Costs	RBC	Rick Borden	Wording 
agreed to.  Document to be provided
20.	Letter Agreement re: Indemnification regarding Increased Costs	TD		To be identical 
to RBC document

We have agreed with RBC (subject to Bill Bradford's confirmation) to include 
a Material Adverse Change clause in all ISDA's creating a MAC and right to 
call for collateral if either party's credit rating moves below BBB-.

I think it is prudent to continue the effort to revise where appropriate or 
commence preparing the appropriate documents listed above, with a view to 
executing the documents by no later than mid-day Thursday.

Also, please be advised that I have spoken with Morris Clark on the tax 
issues and he will be reviewing the structure as proposed by Soma this 
morning to confirm there are no tax issues.  However, he has verbally 
confirmed to me that, since these are all swap transactions, there are no 
withholding tax issues.

Thanks

Greg