RE: ISDA Comments

Sandy:
I have not yet contacted our tax group about this. I think that the easiest
thing to do is for you to give me Sheri's phone number and I will ask someone
from our tax group to contact her. It probably will be Rhett Jackson.
Carol

"Morrison, S.L. (Sandy)" <SL.Morrison@mbltd.com<
05/24/2000 09:14 AM

To: "'Carol St Clair'" <Carol.St.Clair@enron.com<
cc: "McKinnon, M.K. (Malcolm)" <MK.McKinnon@mbltd.com<
Subject: RE: ISDA Comments

Carol,

Further to our conversatiaon yesterday, I would like to get Sheri Dunn, from
the Weyerhaesuer tax group and a tax representative from Enron on the phone
sometime (hopefully today). Sheri is available at 10:30 Pacific time (=1:30
est, 12:30 Central) today. Do you think we can work with that?

Thanks,

Sandy Morrison
Weyerhaeuser Company Limited

-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: Monday, May 22, 2000 6:48 PM
To: SL.Morrison@mbltd.com
Subject: ISDA Comments

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
----- Forwarded by Carol St Clair/HOU/ECT on 05/22/2000 05:47 PM -----
|--------+-----------------------<
| | Carol St |
| | Clair |
| | |
| | 05/22/2000 |
| | 05:42 PM |
| | |
|--------+-----------------------<

<---------------------------------------------------------------------------
-|
|
|
| To: SL.Morrison@mbltd.
|
| cc: Susan Bailey/HOU/ECT@ECT
|
| Subject: ISDA Comments
|

<---------------------------------------------------------------------------
-|

Sandy:
Susan Bailey passed on to me your comments to the ISDA draft and I can
respond
to some but not all of such comments at this point:

1. With respect to your Canadian securities rep, I am checking with our
counsel in Canada about whether we can use your language instaed of ours.

2. With respect to the Options rep and the ESP rep in part %, Section (b),
I
believe that both parties need to make such reps. The rep in Part 5
(b)(g)(ii)
is to cover the Trade Option exemption and it is different from the ESP rep
below it.

3. With respect to the language in Part 5, Section (a), this is different
from
the setoff language. What this is saying is that if a party has fulfilled
all
of its payment obligations and an Event of Default occurs with respect to it
(the "Defaulting Party"), the other party cannot withhold any payment that
it
owes to the Defaulting Party. This is different from the exercise of setoff
rights.

4. I would like to discuss with you or your legal representative the
removal
of the arbitration language as it is Enron's policy to have arbitration
apply.

5. We would prefer to keep the Termination Currency specified in US
Dollars.

6. Our tax group believes that we need the language in Part 3(a)(i), (ii).
Why do you want to delete it?

I look forward to hearing from you.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
E-Mail Carol.St.Clair@enron.com