Further to our discussions, please find attached for your review drafts of 
the following documents:

1.  ISDA schedule regarding the ISDA Master between ECC and Swapco
2.  ISDA schedule regarding the ISDA Master between ECC and RBC
3.  Enron Corp. guarantee regarding the ISDA Master between ECC and Swapco
4.  Enron Corp. in-house counsel opinion regarding due authorization and 
execution re: above guarantee
5.  Enron Corp. guarantee regarding the ISDA Master between ECC and RBC
6.  Enron Corp. in-house counsel opinion regarding due authorization and 
execution re: above guarantee

The three confirmations will follow shortly, as we are working out a few 
minor commercial issues.  I will send them to you as soon as possible.  

Please be advised that the form and content of the Enron in-house counsel 
opinions enclosed are non-negotiable.  The opinions of Blake Cassels will be 
provided to you directly by Warren Nishimura.  As well, the Enron Corp. 
opinion to be provided by Vinson & Elkins will follow in due course.  We 
confirm that Macleod Dixon will be providing an opinion regarding Swapco but 
that Enron will not require an opinion from Macleod Dixon as to RBC.

My understanding of the currently outstanding issues relating to this 
transaction are as follows:

1.  Increased cost/change in law indemnification
2.  Swapco using its best efforts to replace lendor in the event of 
illegality (ie. no ECC obligation)
3.  Calculation of optional pre-payment amounts
4.  Incorporation of syndication language, including pricing changes 
resulting from syndication, into the Schedule to the interest rate swap

We look forward to receiving your comments on these documents at your 
earliest convenience.

Greg Johnston
Senior Counsel
Enron Canada Corp.

ISDA Schedules



Guarantees



In-House Opinions