IN: Reminder Please have your Corporate Governance material to me by 2:00 p.m. this afternoon in order to put together in booklet form and deliver to each team member this same afternoon. A hard copy would be much appreciated, but if need be please send via email. Thank you in advance.

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OUT: Corporate Governance

IN: JD approved referral of this to Keffer et al. Fred is anxious to get something to the counterparty - his preference is yesterday. I would think that a discussion with Fred about the deal might be in order today, even if by phone. What is your availability? John/Carolyn, have you had a chance to review the draft I sent you, and do you have any notions about how to structure this deal? Is the format ok? Can we make it more seller friendly without being ridiculous? When the initial draft is ready, it will need to go to Matt Gockerman (ENA Tax) and Herman Manis (structuring accountant). Ciao, ckm

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OUT: PSEG

IN: Due to staffing levels it has been decided to scale back administrative phone coverage hours for the next two weeks. Effective immediately through December 31, 2001, phones will be covered from 8:00 AM to 5:00 PM. Thank you for your patience and understanding. Chris and Tim

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OUT: Phone Coverage

IN: Carol: Have you had a chance to recap our "offsite" discussion? Also, what can you tell me about Montana Power Company (1st draft ISDA)? Stop by in the a.m regarding exercise of your swaption. What does your confirm say about the form of notice of exercise and the exercise date (or period)?

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OUT:
offsite, etc.