Attached are final forms of certain Power Trading documents:

1.  Master Agreement EEI (full blown), with all credit terms left blank, for negotiation with counterparties (CP);

2.  EEI Collateral Annex, including paragraph 10, for use with the Master Agreement EEI;

3.  GTC EEI, Online with credit terms (unilateral right to call for collateral at any time for any reason), for use as the default GTCs Online when dealing with CPs with whom there will be a credit requirement (but could also be used for trades entered into orally assuming we secure the CP consent to the form of agreement, including cover page, prior to entering into trade);

4.  GTC EEI, Online without  credit terms, for use as the default GTCs Online when dealing with CPs with whom there will not be a credit requirement (but could also be used for trades entered into orally assuming we secure the CP consent to the form of agreement, including cover page, prior to entering into trade).

While these documents have been discussed generally with UBS, UBS has not yet had an opportunity to review the actual final version.

100 copies of the first two documents (which will be combined as one for distribution) will be delivered by Genia to Dave shortly.

Please call with any questions/comments.

    


Elizabeth Sager
713-853-6349

 -----Original Message-----
From: 	St. Clair, Carol  
Sent:	Sunday, February 03, 2002 2:57 PM
To:	Cook, Mary; Davis, Angela; Hall, Steve C. (Legal); Hansen, Leslie; Hodge, Jeffrey T.; Keohane, Peter; Koehler, Anne C.; Leite, Francisco Pinto; Nemec, Gerald; Nettelton, Marcus; Portz, David; Sager, Elizabeth; Taylor, Mark E (Legal); Yoder, Christian; Bryan Murtagh (E-mail); Jeffrey Stewart (E-mail); Jennifer Gabrielson (E-mail); John Magovern (E-mail); Sanjeev Karkhanis (E-mail)
Cc:	Haedicke, Mark E.; Kitchen, Louise; Fitzgerald, Genia; 'llmagovern@aol.com'
Subject:	Power Collateral Support Annex
Importance:	High

Enclosed are clean and mark revised (hopefully close to final) drafts of the EEI Collateral Annex and Cover Sheet.  Most of the changes were made to add Securities as Eligible Collateral.  This has not yet been done on the Cover Sheet since it is in a special format that I couldn't figure out.  It will be done tomorrow.  Please call or e-mail me with any remaining comments as we need to finalize this as early as possible tomorrow.  Thanks.

 << File: NETCO EEI Collateral Annex Cover Sheet Version 2.doc >>  << File: NETCO EEI COLLATERAL ANNEX COVER SHEET RED.DOC >>  << File: NETCO EEI Collateral Annex Version 2.doc >>  << File: NETCO EEI COLLATERAL ANNEX RED.DOC >> 

Genia:
I left the cover sheet in your chair with the changes that need to be made.  Can you please make those changes?  Thanks.

Carol St. Clair
EB 4539
713-853-3989 (phone)
713-646-3393 (fax)
281-382-1943 (cell phone)
8774545506 (pager)
281-890-8862 (home fax)
carol.st.clair@enron.com