Subject: AIG Confirms
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Fri, 20 Apr 2001 06:20:00 -0700 (PDT)

Are the attached Deemed ISDA's ready to go in order to send confirms out?  If 
so, should the confirms group use the attachments from Carol's email on the 
17th or from her email on the 18th?

Thank you:

Derek
---------------------- Forwarded by Derek Bailey/Corp/Enron on 04/20/2001 
01:17 PM ---------------------------

Mog Heu
04/20/2001 01:12 PM
To: Derek Bailey/Corp/Enron@ENRON
cc:  

Subject: AIG Confirms

---------------------- Forwarded by Mog Heu/NA/Enron on 04/20/2001 01:04 PM 
---------------------------

Caroline Abramo
04/18/2001 12:59 PM
To: Mog Heu/NA/Enron@Enron
cc:  

Subject: Confirms

---------------------- Forwarded by Caroline Abramo/Corp/Enron on 04/18/2001 
01:59 PM ---------------------------
   Carol St Clair @ ECT                04/17/2001 04:46 PM

To: Caroline Abramo/Corp/Enron@Enron
cc: Paul Radous/Enron@EnronXGate, Brent Hendry/NA/Enron@Enron, Sara 
Shackleton/HOU/ECT@ECT 

Subject: Confirms

Enclosed are drafts of the 2 confirms.  Alos enclosed is a comparison of the 
2 to show the differences.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]
---------------------- Forwarded by Caroline Abramo/Corp/Enron on 04/18/2001 
01:59 PM ---------------------------
   Carol St Clair @ ECT                04/17/2001 04:54 PM

To: [email-masked]
cc: Brent Hendry/NA/Enron@Enron, Sara Shackleton/HOU/ECT@ECT, Paul 
Radous/Enron@EnronXGate, Caroline Abramo/Corp/Enron@Enron 

Subject: Cash Collateral

Christopher:
We have done a trade with a Bermuda hedge fund and have negotiated collateral 
provisions that may require them to post csah to us.  The agreement will be 
governed by either Texas or New York law.  We need your advice on how to 
perfect our interest in any cash posted to us that we would hold in an 
account in the United States.  Could you please call either me or Sara 
Shackelton (713)853-5620 if possible tomorrow or you can send me an e-mail if 
that is easier.  I'm hoping that our possession of the cash is enough.  Sorry 
for the short fuse on this.  If you need any additional information, please 
contact me or Sara.  I will be unavailable from 9-11 and 2-3 tomorrow Houston 
time.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]
---------------------- Forwarded by Caroline Abramo/Corp/Enron on 04/18/2001 
01:59 PM ---------------------------
   Carol St Clair @ ECT                04/18/2001 10:18 AM

To: "Chris Garrod" <[email-masked]>@ENRON
cc: Caroline Abramo/Corp/Enron@Enron, Paul Radous/Enron@EnronXGate, Sara 
Shackleton/HOU/ECT@ECT, Brent Hendry/NA/Enron@Enron 

Subject: Re: Cash Collateral  

Chris:
Thanks for your prompt response.  I think that we do need to register the 
charge document which in this case would be the confirmation that will be 
executed. Can you provide me with an estimate of the total cost?

Does everyone at Enron agree?

Caroline,
I will redraft the Bermuda confirm to change from LC's to cash and send to 
you.  Please make sure that the counterparty is aware that we plan to 
register/file the confirm in Bermuda.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]

	"Chris Garrod" <[email-masked]>
	04/18/2001 09:50 AM
		 
		 To: <[email-masked]>
		 cc: <[email-masked]>, <[email-masked]>, 
<[email-masked]>, <[email-masked]>
		 Subject: Re: Cash Collateral

Dear Carol

Under Bermuda law, there is no real concept of "perfecting" security since it 
is not necessary to ensure the enforceability in Bermuda that a charge be 
registered in Bermuda.  However, although it is not necessary for a security 
interest to be registered in order for it to be valid, the charge document 
itself can be registered in Bermuda in the Register of Charges in accordance 
with Section 55 of the Companies Act 1981 in order to ensure the priority in 
Bermuda of the charge.  On registration, any charge evidenced in the charging 
document will have priority over any unregistered competing charge or any 
subsequently registered competing charge in respect of the assets which are 
the subject of the charge (i.e. the cash).

If the agreement will be governed by either Texas or New York law, it will be 
a matter of the laws of either Texas or New York as to the actual nature of 
the security interest which is created by the charge.

If you would like us to effect the registration of the charge, we would need 
an original (or a certified true copy) of the executed document which creates 
the security interest.  There is no time limit on such registration.  
However, please note that, in addition to our professional fees, there is a 
filing fee of $446 which is payable in respect of the registration.

I trust that the above is of some assistance.  If you have any questions 
please do not hesitate to contact me.

Kind regards.

Chris Garrod

Christopher Garrod
Conyers Dill & Pearman
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Direct dial  441 299 4923
Fax:  441 292 4720
email  [email-masked]

>>> <[email-masked]> 04/17/01 06:54PM >>>
Christopher:
We have done a trade with a Bermuda hedge fund and have negotiated
collateral provisions that may require them to post csah to us.  The
agreement will be governed by either Texas or New York law.  We need your
advice on how to perfect our interest in any cash posted to us that we
would hold in an account in the United States.  Could you please call
either me or Sara Shackelton (713)853-5620 if possible tomorrow or you can
send me an e-mail if that is easier.  I'm hoping that our possession of the
cash is enough.  Sorry for the short fuse on this.  If you need any
additional information, please contact me or Sara.  I will be unavailable
from 9-11 and 2-3 tomorrow Houston time.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]

---------------------- Forwarded by Caroline Abramo/Corp/Enron on 04/18/2001 
01:59 PM ---------------------------
   Carol St Clair @ ECT                04/18/2001 10:37 AM

To: Caroline Abramo/Corp/Enron@Enron
cc: Paul Radous/Enron@EnronXGate, Sara Shackleton/HOU/ECT@ECT, Brent 
Hendry/NA/Enron@Enron, "Chris Garrod" <[email-masked]> 

Subject: Revised Confirm

Enclosed are clean and marked versions of the Bermuda confirm.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]