I am printing the Fee Agreement right now.  It is my understanding Marisa 
Reuter is reviewing the Escrow Agreement, so I plan on calling her tomorrow 
for her comments.  Then, the plan is to find out how many need to be executed 
and get the ink.

Also, I am revising the Incumbency Certificate right now to be signed by 
Duran, Presto and Tricoli.  Kay, I will bring for your initials in a few 
minutes.

K-

 -----Original Message-----
From:  Mann, Kay  
Sent: Thursday, May 24, 2001 4:15 PM
To: Booth, Chris
Cc: Carnahan, Kathleen
Subject: Re: FW: Escrow Agreement

I've volunteered Kathleen to help process the paper.  

ckm


From: Chris Booth/ENRON@enronXgate on 05/24/2001 02:12 PM
To: Kay Mann/Corp/Enron@Enron, Ben Jacoby/ENRON@enronXgate
cc:  

Subject: FW: Escrow Agreement

FYI

 -----Original Message-----
From:  "Young, Michael" <Michael.Young@northwestern.com>@ENRON 
[mailto:IMCEANOTES-+22Young+2C+20Michael+22+20+3CMichael+2EYoung+40northwester
n+2Ecom+3E+40ENRON@ENRON.com] 
Sent: Thursday, May 24, 2001 1:56 PM
To: Booth, Chris
Cc: 'margueritekahn@paulhastings.com'
Subject: Escrow Agreement

Chris, per our conversation this afternoon, this e-mail will document the
fact that, due to travel schedules, NorthWestern is unable to obtain the
necessary officer signatures for the incumbency documents requested by
Citibank as part of establishing the escrow arrangement called for under the
Letter Agreement.  You agreed that NorthWestern could complete the necessary
paperwork with Citibank on Tuesday of next week.  Thanks again for your
flexibility.

Michael J. Young
Senior Corporate Counsel
NorthWestern Corporation
125 S. Dakota Avenue
Sioux Falls, SD  57104
Fax:  605/978-2840
Phone:  605/978-2836
Cell:  605/351-4040