ISDA

Russell:
I spoke with the contact that you left me last week and she indicated that
the ISDA had not yet been signed but that in all likelihood it would be
signed in a few days. I asked Susan bailey to send you the certificate with
resolutions that you requested along with a new draft of the Transfer
Agreement which has a blank for the date. My thought was that everything
would become effective on the date that we insert in the Transfer Agreement
and I would ask that you coordinate with Susan bailey when you know what that
date will be so that we can make sure that our systems reflect when the
trades are to be confirmed under the Utilicorp Master. Thanks.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)