Subject: "4th Quarter Board Meeting".

Body: November 27, 2001 Re: IPAMS 4th Quarter Board of Directors Meeting December 7, 2001 at the Pinnacle Club, starting at 9:30 am Dear Board Member: I wanted to give you a quick reminder that the 4th Quarter Board of Directors Meeting is next week. Hopefully you've already made arrangements and are planning to attend. We have a short amount of time to cover all our topics, so each board member is asked to keep their oral report short (3-5 minutes). Oral reports are intended to touch on highlights such as: significant issues and upcoming events or activities. For Committee Chairs and State Vice Presidents a more detailed description of your activities/reports should be contained in your written report. A form for submitting your report is also included with this letter. As a reminder, please submit written reports to the IPAMS staff no later than Monday, December 3rd. Please RSVP to Natalie in the IPAMS office by responding to this message or e-mailing her at ngarner@ipams.org. Thanks for your continued involvement, and I look forward to seeing you on the 7th. If you should have any questions, please feel free to call the IPAMS staff for more information, 303-623-0987. Very truly yours, Robert L. Bayless, Jr.

Subject: "Insurance".

Body: According to Cliff Shedd, we would be covered by insurance if we terminated the contract with Furnas and Furnas failed to pay the termination payment. However the insurers will only pay after we receive an arbitration judgement against them and the refuse to honor the judgement. I assume we would also have to exhaust our remedies against trhe guarantor (Eletrobras). Also, we are required to notify the underwriters immediately of a material default.

Subject: "Master Repurchase Agreement with Enron North America Corp.".

Body: Andy: In the spirit of "full disclosure", I thought I would let you know what ENA has agreed to on the ISDA side with various Merrill entities. ENA has ISDA's with Merrill Lynch International Bank (8/25/95), Merrill Lynch Capital Services Inc. (12/2/92) and Merrill Lynch International (8/25/95). There is no arbitration provision in any of these agreements; there is merely silence as to jurisdiction (ENA began negotiating arbitration around 1997). All of these agreements contain our standard limitation of liability language (in boldface) and all permit some type of assignment to an affiliate (in general, without negative tax impact or with sufficient credit support). All of the agreements provide for setoff (including affiliates of non-defaulting parties) and all contain confidentiality provisions. I would therefore propose the following changes to Annex I: change the margin deadline time to 10:00 a.m. (NY time) delete Par 9(b) - and you can send your additional no custody required language delete the arbitration provision in its entirety I hope that you can resond to the remaining issues tomorrow morning so that we can finalize docs by the afternoon. Thanks for your assistance. Sara

Subject: "Cargil".

Body:
I have reviewed the amendment to the Gty, but I need to see the Gty. Please send me a copy and let me know how much you want to increase same. Thanks