From: Dondanville, Patricia 

Sent: Thursday, January 20, 2011 5:47 PM

To: Fajfar, Mark

Cc: 'Wasson, Russell D.'

Subject: RE: Proposed Meeting with Not-For-Profit Energy End User Coalition

Mark -- Thanks again for your time, and the time of all the other CFTC staff who met with the NFP Energy 

End User group yesterday.

We had met some of the CFTC staff members last fall, and we had filed ANOPR or pre-NOPR comments 

to several of the Task Forces via the CFTC protocols. We filed comments on both the IFRs. We 

understand that the staff has been deluged with comments on each Task Force or NOPR. So, if any staff 

member has particular questions about our comments, please indicate that we are always available to 

explain or expand. For others of the CFTC who were there yesterday, "their NOPRs" are out for 

comment, and we plan to file comments on those that present issues for our members (as we discussed 

yesterday). In each comment letter, as we discussed yesterday, we have tried to give the "basic" NFP 

Energy End User story, and we have tried to be consistent in proposing solutions "across Task Forces."

We are making ourselves available to help the CFTC staff understand the fundamental structural 

differences between the non-cleared "swaps" markets our members use and the financial futures markets

the CFTC has traditionally regulated. It's like the difference between a seasonal one-truck fruit stand and 

a regional Walmart Supercenter (and the full range of food, drug, gasoline, auto repair, banking, etc in 

between -- all are markets, but they're different. A one-size-fits-all "swaps" market patterned on the 

global financial futures markets just doesn't reflect the reality out there on Main Street in the commercial 

regulated energy and utility industry. We'll try to propose alternative regulation ideas in our comment 

letters to fit the statutory framework, and hope the CFTC will be open to making the proposed new noncleared swaps market structure more approachable, and less costly, from the standpoint of NFP Energy 

End Users.

We appreciate you coordinating the meeting. Best regards.

Patty Dondanville

From: Dondanville, Patricia 

Sent: Wednesday, January 12, 2011 12:16 PM

To: Fajfar, Mark

Cc: Wasson, Russell D.; Duffy, Lee Ann

Subject: RE: Proposed Meeting with Not-For-Profit Energy End User Coalition

Mark -- I've been in touch with NRECA, APPA and APGA, who can all make the meeting on the 19th at 

2. So, if it's still available for you and Lee Ann, let's plan on meeting at that time and date, and we will 

assume at the CFTC headquarters and we'll ask for you at the front desk. We will also likely be bringing 

someone from the Large Public Power Council, ACES Power Marketing and The Energy Authority -- you 

met Scott Scholten from the New York Power Authority (LPPC), and Jeff Walker from ACES at the 

meeting on October 29. We may also bring Ed Tatum from Old Dominion Electric Cooperative (also there 

on Oct 29), and perhaps other of our trade association members.

As I mentioned in my earlier email to you, and in my email to Eric Juzenas (attached), the NFP EEU 

Coalition has concerns about a variety of issues in the NOPRs issued in late November and December. 

We plan to file comment letters on a number of the NOPRs. If you are in contact with Eric, and he can 
attend the meeting on the 19th as well, that would be terrific. Dan Berkovitz (who attended the October 

29 meeting) would also certainly be welcome.

Others at the CFTC that the NFP Coalition has discussed meeting with would be the following -- each has 

been identified as CFTC leads on some of the NOPR issues currently of most critical to the NFP EEU 

group:

1. Terry Arbit -- our members continue to be, perhaps, most troubled by the unresolved issues 

surrounding the definition of "swap."

2. Phyllis Cela and/or Peter Sanchez -- the definition of "special entity" in business conduct standards 

for swap dealers and major swap participants, and its interplay with existing "eligible contract participant" 

and "eligible commercial entity" defnitions for our municipal or other governmental entity energy 

businesses.

3. Susan Nathan -- the "Interim Final Rules" on record-keeping and reporting contain a number 

of issues with respect to what records the CFTC expects non-financial entities to be retaining at this 

juncture for pre-enactment, and as of December 17, 2010, post-enactment "transition swaps".

4. I'm not sure which or any of Tom Leahy, Jeff Steiner, David Taylor, Irina Leonova, Jeff Burns or 

Adedayo Banwo -- all are noted as the "for further information contact" points at the CFTC on various of 

the record-keeping and reporting NOPRs issued by the CFTC in late November and December. Again, 

our members read all the CFTC's NOPRs solely from the perspective of non-financial end users of 

"nonfinancial" energy "commodities" (and "swaps" based on such nonfinancial commodities, depending 

on the definition "swap"), who look at the data record-keeping and potential reporting rules, in particular 

as they may apply to end-user-to-end-user non-cleared Energy Commodity Swaps). The coalition is very 

concerned about understanding how the CFTC expects their members to comply with electronic recordkeeping and "real-time" reporting requirements, as if they were dealers, banks, hedge funds or other 

financial entities.

The upcoming MOUs with the FERC and capital & margin topics are (still) on our list of key concerns, but 

we await further CFTC developments on those issues.

If you could invite Eric and Dan (or let me know and I would be happy to do so) to the meeting? And, if 

Terry Arbit is available, the defintion of "swap" is really THE "gating item" for so many of the natural gas 

and power industry's issues and for many, if not most, of our members.

If others on the list above are available, they would be welcome as well, and we could help them 

understand, or answer questions they may have, about our transactions, our members and our energy 

markets -- as well as highlight some of the NFP EEU issues in 'their" NOPRs. But I don't want to impose 

on you to arrange our meetings or impose on your time, since I know we have spoken with you before 

about the Not-For-Profit Energy End Users. Please let me know in advance who will attend from the

CFTC staff, and we can focus our discussion on the NOPRs "represented" in the meeting to make the 

most of the time you can allow us.

Thanks, and I look forward to seeing you next week.

Patty Dondanville
From: Dondanville, Patricia

Sent: Monday, January 10, 2011 3:52 PM

To: Fajfar, Mark

Cc: Wasson, Russell D.

Subject: Proposed Meeting with Not-For-Profit Energy End User Coalition 

Dear Mark -

I left you a voicemail, but I thought it might be easier for you to respond to an email rather than play 

phone tag. I have copied Russ Wasson of NRECA on this email as Russ is my main point of contact in 

Washington DC for the Coalition of trade associations described below.

The coalition that refers to itself as the "Not-For-Profit Energy End Users" (and which includes 

NRECA, APPA, APGA and LPPC -- basically public power and public gas utilities, as well as electric 

cooperatives) would like to schedule a meeting with you and others you may suggest at the CFTC

to discuss:

1. Issues in the definition of "eligible contract participant" (and the interface between that definition and 

"eligible commercial entity") -- we plan to raise these issues in a comment letter on the NOPR on the 

definitions of swap dealer, major swap participant and eligible contract participant (75 FR 80,174), 

although they will also be relevant in defining "special entity" in 75 FR 80,637. We raised these issues 

earlier in our comments on the Definitions ANOPR, and we discussed them at the October 29, 2010 

meeting at which I think you were present. We are trying to develop a proposal that will help the CFTC 

rationalize the way in which these three definitions apply to our members and their energy commodity 

swaps hedging activities.

2. Issues faced by our members in connection with the end user exception. We plan to comment on these 

issues in response to the End User Exception NOPR (75 FR 80,747). We filed pre-NOPR comments with 

the End User Task Force, and these issues too we discussed at the meeting you attended on October 

29. We had previously communicated with George Wilder, but we now understand from the End User 

Exception NOPR that you are the contact person for these issues. Russ tried last week to contact 

George, but George has not as yet returned the messages.

As you may recall from our earlier meetings and comment letters, our members expect to utilize the end 

user exception with respect to ALL the energy commodity "swaps" in which they engage. None of our 

members are financial entities, and all of our members use energy commodity swaps solely to hedge the 

commercial risks associated with their not-for-profit public service activities (the delivery of reliable and 

affordable energy to American consumers and businesses). The energy commodity swap transactions in 

which our members engage are more often with physical energy counterparties than with financial 

entities, and so the majority of our transactions are not reflected at all in ISDA or OCC surveys.

Are there days in the coming weeks when you might be able to meet with us? If you can give me several 

dates/times that you might be available, I will coordinate with the NFP EEU coalition members and get 

back to you as soon as possible on the time when most of their representatives can also be available.

We would suggest sometime early afternoon on January 18, 19, 21, 24, 25, 28 or 31.

We look forward to hearing from you.

Best regards.

Patty Dondanville

Schiff Hardin LLP