Tomorrow

FYI. This regards the meeting we set up between ENA and DWR to try to
resolve the block forward issue with the PX, and the credit issue generally
with DWR.
----- Forwarded by Jeff Dasovich/NA/Enron on 02/09/2001 10:30 AM -----

Christian Yoder@ECT
02/08/2001 07:09 PM

To: Elizabeth Sager/HOU/ECT@ECT, Shari Stack/HOU/ECT@ECT, Steve C
Hall/PDX/ECT@ECT, Richard B Sanders/HOU/ECT@ECT, Christopher F
Calger/PDX/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, Chris H Foster/HOU/ECT@ECT,
pgboylston@stoel.com, jklauber@llgm.com, gfergus@brobeck.com, Jeff
Dasovich/NA/Enron@Enron
cc:
Subject: Tomorrow

Here is what is going on with CDWR tomorrow as best I can put it together now.

Richard Sanders, Gary Fergus and I, with Elizabeth Sager available by phone,
are going to meet in Sacramento with the General Counsel of CDWR, two other
attornies and their outside counsel by phone. The meeting is scheduled for
approx. 2:00 p.m. through 5:00 p.m.

We are going to be trying to get CDWR to negotiate and sign the EEI agreement
we sent to them as part of our RFB package. We are also going to have our
block forward positions documented in a Confirmation Letter under the EEI
agreement and will ask them to negotiate and sign this letter too. Finally,
we will give them a document which we will suggest they use to go to the
banks which are holding the LC's related to the block forward trades, which
document will facilitate the transfer of the LC's to CDWR's bank.

The following people have been working together on various aspects of these
negotiations, and may I suggest that the these people try to coordinate their
efforts tomorrow morning as follows to help us when we get to the negotiation
table:

Shari Stack is going to prepare the Confirmation Letter showing our block
forward trades. Monica Lande will confirm the positions and Steve Hall is
going to help Shari make sure the Confirm is ready to fax to me in Sacramento
around noon. Elizabeth is going to help us get appropriate language in the
Confirm to address the situation that would arise if the transfer of the
block forward trades ever falls apart.

John Klauberg, working with Pat Boylston, is going to provide us with a
Regulatory Out Clause for our EEI agreement. John, please e'mail the clause
to Pat, Elizabeth and Steve Hall. Steve, please coordinate any comments on
the clause and get it ready to fax to me by noon.

Please communicate to me tomorrow morning through Steve Hall, 503-464-7795,
or my pager at 800-449-7147. Thanks. ----cgy