Bank of Montreal - Termination Transactions

Pam,

Per the email below, we will be terminating the transactions referenced below
today. Can you fax me the confirmations referenced in #1 below so I can make
sure I have referenced them correctly. Much thanks!
---------------------- Forwarded by Tana Jones/HOU/ECT on 11/18/99 11:04 AM
---------------------------

Enron Capital & Trade Resources
Canada Corp.

From: Peter Keohane 11/17/99 06:18 PM

Sent by: Nella Cappelletto
To: Morris Richard Clark/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, Mark
Taylor/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT
cc: John J Lavorato/CAL/ECT@ECT
Subject: Bank of Montreal - Termination Transactions

PRIVILEGED AND CONFIDENTIAL
SOLICITOR-CLIENT COMMUNICATION

Further to our conference call this evening, I confirm that Lavorato is quite
keen to have the paper ready tomorrow for the termination of the BMO
transactions to free up BMO credit availability with ECC and ECC's
affiliates, which I can attend to.

Before doing so, as I have had limited involvement to this point, I would
appreciate if we could have a brief conference call respecting the
documentation. I understand the documentation should reflect the following:

1. termination by ENA of BMO transactions under ENA/BMO ISDA Master
Agreement, transactions nos. N28388, N28977, N31021, N30817 and N32670;
2. termination payment from ENA to BMO of approximately Cdn. $10 million (to
be confirmed);
3. termination payment is made by ENA on behalf of ECC (on what basis is to
be confirmed, as transaction are between ENA and BMO); and
4. ECC repays ENA the termination payment pursuant to an inter-company
transaction (on what basis is to be confirmed).

Regards, Peter