Subject: Canadianized EEI Physical Power Master Agreement
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Mon, 27 Nov 2000 02:47:00 -0800 (PST)

For the purposes of implementing physical power masters with counterparties 
to buy and sell power in Alberta, please find attached the final forms of the 
following documents, which collectively comprise our Canadianized version of 
the EEI master and incorporate comments received from Elizabeth, Peter, Chris 
and Mark Powell:

1.  Cover Sheet (which contains notification information, credit elections 
and our specific amendments to the form of base contract)
2.  Base contract (which constitutes the actual agreement)
3.  Schedules (which describe the Products and set forth the form of 
confirmation letter and the forms of guarantees)

The idea is that there are no changes made to the actual form of the base 
contract.  Instead, any changes to the terms of the base contract are made 
through amendments contained in the cover sheet.  The enclosed form of cover 
sheet contains our preferred amendments and credit elections.

I would ask that Rob Hemstock review the description of the "Firm (LD)" 
product.  You will see that I have created a general description of "Firm 
(LD)" and then gone on to describe what it means specifically for the Alberta 
market.  Rob, this description is contained in Schedule P of the attached 
"Schedules" document.  Rob, please let me know if you have any comments on 
the Alberta specific description.

As it is still unclear as to how the documentation will evolve for trading 
physical power in Ontario, please be advised that we are still developing the 
appropriate product descriptions for Ontario, so for the time being we should 
probably not be using this document in Ontario.  If there is a counterparty 
that wishes to use it in Ontario, please contact Chris Gaffney to discuss 
same.

Dianne, the form of confirmation letter included in the "Schedules" document 
is the form that we should be setting up in your system.

Bill, the credit provisions contained in these documents are now basically 
identical to those in the EEI form in use by EPMI in the US, so there 
shouldn't be any real issues with the documentation from a credit perspective.

Finally, I wanted to reiterate that the process for putting this physical 
power master in place with counterparties is identical to that undertaken 
with the gas master.  In other words, (i) the commercial person who wants the 
master put in place will contact the credit department and provide them with 
the counterparty details, (ii) the credit department will prepare a credit 
worksheet and send it to the Calgary legal group, (iii) the legal group will 
prepare the master based upon the credit worksheet and forward it to the 
commercial person for review, and (iv) the commercial person will review and 
initial the master and return it to legal who will send it out to the 
counterparty for execution.  Milnthorp will then execute the master once we 
get the executed copy back from the counterparty.

Thanks,
Greg