Sara, This deal was binding from day one.  EWEB did say that they had 
authority to enter into this transaction and thought they had the necessary 
approvals from their board, therefore putting this language in the confirm is 
alarming to me, maybe the better option may be to switch the deal to physical 
if there is any issue with the financial.  Chistian Yoder was okay with their 
authority to do this physically.  This deal is deep in the money for us now. 
---------------------- Forwarded by Holli Krebs/HOU/ECT on 11/28/2000 12:52 
PM ---------------------------


Sara Shackleton
11/27/2000 03:15 PM
To: Holli Krebs/HOU/ECT@ECT
cc: Tim Belden/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT 
Subject: EWEB status



I spoke with Jim Deason who is reviewing our documentation, including, the 
ISDA Schedule, Credit Support Annex and Deemed ISDA.  He will email to me 
EWEB's comments to our blacklined Schedule.  He has not conferred with Dick 
Varner on the Credit Support Annex but hopes to have comments to me later 
this week; I offered to have Tracy or Ed available to discuss credit.  
Finally, he has reviewed the Deemed ISDA and will have the same comments 
here.  HOWEVER, Jim indicated that the transaction which Holli entered into 
is not the type of FINANCIAL deal that EWEB has contemplated (or authorized) 
and that it would require special board approval.  The Board meets on Dec. 
5.  He requested that a special provision be inserted into the confirm prior 
to that approval, stating that this transaction is NOT BINDING until approved 
by the EWEB Board (Jim will send requested language).  By copy of this 
message, I ask that Holli advise on steps to be taken regarding execution of 
the Deemed ISDA confirmation.  

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