Year 2000 - Accomplishments

Jeff, will you coordinate with Peter for the legal PRC in getting all the
info on the Cd lawyers so you and I can represent them at the PRC.
----- Forwarded by Mark E Haedicke/HOU/ECT on 11/22/2000 01:14 PM -----

Chris Gaffney
11/17/2000 07:32 AM

To: Peter Keohane/CAL/ECT@ECT
cc: Mark E Haedicke/HOU/ECT@ECT
Subject: Year 2000 - Accomplishments

Peter - Some time ago you suggested that at year end review time I should
provide you with a list of significant accomplishments. The following is
such list:

January through June with ENA
NSTAR All RequirementsTransaction - While similar in structure to the United
Illuminating transaction, the NSTAR deal provided challenge in that it came
together in a very accelerated time frame. We did not have the luxury of 6
months of negotiations as we did in UI. We essentially structured and
executed a deal in less than 3 weeks. It was also a challenge in that I had
no experience working with these particular clients (Kevin Presto, Dana
Davis, Ed Baughman and John Llodra of East Power Trading/Mid Markets.
Another significant hurdle was the education process of the utility and its
attorneys which was essential to get them comfortable with the complexities
of an all requirements trading document.
Consolidated Edison Turbine deal - This transaction was blown up at the
eleventh hour, it was another challenging deal which required a creative
structure to flip turbines into a project and take back a call on power.
Again the education of the utility and structuring of the transaction made
this particular deal difficult.

July through November with ECC
Sunoco structured power transaction - This was the first project I worked on
in the Toronto office and was the first back to back transaction completed
off of the British Energy PPA. While the Calgary lawyers had put together a
very good back to back precedent, there was still a great deal of negotiation
involved in completing the deal and complexity involved in maintaining the
requisite back to back transaction.
G-6 structured transaction - This deal just (as of 40 minutes ago) blew up.
Notwithstanding that the deal will not be completed, it was a very
complicated deal which involved a highly negotiated services agreement,
arrangements for ECC to take initial equity and an option for additional
equity and trading documentation. This project required negotiating with 6
municipal electric utilities who were trying to set up a retail affiliate to
market power in Ontario. The structure would have ECC as a risk management
and settlement services provider in exchange for being the exclusive
wholesale supplier of energy to the G-6. This involved mitigating and
structuring around a myriad of legal issues.
TransCanada structured power transaction - This was another back to back
transaction off of the British Energy position. These deal was challenging
in that it involved a more sophisticated counterparty who had certain
idiosyncratic issues such as regulatory risk and credit. We were able to
structure a deal which balanced the parties competing interests and
maintained the commercial value of the transaction for Enron.
OEFC Non-Utility Generation Contract Management - We have just recently been
awarded the project and have begun negotiations with OEFC regarding
management of the NUG contracts. However, the teamwork exhibited among legal
and commercial and between the Toronto and Calgary legal and commercial
groups showed how effective the ECC operation can be. Your advice and
initial review together with my implementation structured an RFP response
that did the right thing: protected ECC from potential legal risks. While
there was commercial pressure to bend from these principals we stood our
ground and as a result have a much stronger bargaining position.
Transition from Houston to Toronto - While both you and Mark know that there
were some initial issues with respect to working out the arrangements for my
move from Houston to Toronto I believe that I have transitioned quite
smoothly. I think that I have quickly gained the respect and trust of those
in the Toronto office and of Rob Milnthorp. Being the lone lawyer in a
satellite office presents unique challenges; especially when the commercial
folks are not content doing bread and butter type transactions but rather
present highly structured deal on a weekly or even daily basis. I understand
and appreciate that you have gone out of your way to provide support to me
when I have had issues arise on Toronto matters. In return I feel that I have
provided you with comfort that the legal interests of Enron Canada are being
protected and that our commercial team is receiving top notch legal support.
I have done this while still managing all of the little things that go along
with moving your family 2000 miles.

Regards
CJG