Ed:  Please respond to item (2) regarding EWEB.  Thanks.  Sara

P.S.  EWEB has not commented on the CSA.
----- Forwarded by Sara Shackleton/HOU/ECT on 12/18/2000 10:02 AM -----

	Sara Shackleton
	12/05/2000 02:31 PM
		 
		 To: Edward Sacks/Corp/Enron
		 cc: 
		 Subject: Alcoa and EWEB

ED:

(1)  The Alcoa lawyer wants to adopt the terms of the ENA/Alcoa Inc. master 
for purposes of the December deal.

(2)  EWEB has requested the following provision:

DEFAULT RATE shall mean the lesser of (a) the per annum rate of interest 
equal to the prime lending rate as may from time to time be published in "the 
Wall Street Journal" under "Money Rates" on such day (or if not published on 
such day the most recent preceding day on which published), plus two percent 
(2%) but not to exceed in total fourteen percent (14%) annually, and (b) the 
maximum rate permitted by applicable law.

Please let me hear from you.  

Sara