Re: Centrica PLC

I think New York is a fair compromise, for North American transactions.
Litigating in London is very expensive so I think that is not a good
alternative. Mark

Mark Powell
03/27/2001 11:02 AM

To: Mark E Haedicke/HOU/ECT@ECT
cc: Peter Keohane/CAL/ECT@ECT
Subject: Centrica PLC

Hey Mark,

Enron Canada Corp. is currently negotiating an amended and restated master
agreement with Direct Energy Marketing Limited ("Direct") and we are in the
process of negotiating the guarantee we will be receiving from Centrica plc
on behalf of Direct.

Centrica will be providing a guarantee which covers physical gas and
electricity transactions as well as financial transactions between Direct and
a company called Accord Energy Limited with:

1. Enron Canada Corp.;
2. Enron North America Corp.;
3. Enron Capital & Trade Resources Limited; and
4. Enron Capital & Trade Resources International Corp.

The one key sticking point relates to the governing law is to be England and
the parties submit to the exclusive jurisdiction of English courts.

I have suggested to the counterparty that we use New York law as a
compromise. However, in the event that they will not accept the amendment,
are you okay with using the law of England and the exclusive jurisdiction of
English courts?

Please let me know your thoughts when you have the opportunity. You can
reach me in Houston at 52520 and in Calgary at 820-6708.

Thanks,

Mark Powell