Lech -- Please let me know if you did not receive the attachment via my subsequent e-mail.  I understand the UCC searches and filings to be needed in relation to the attachment's Section 6(b).  Upon completion of negotiations, I will send you an electronic copy of the finalized Netting and Setoff Agreement to faciliate Cadwalader's preparation of the financing statement filings.  --David Portz

 -----Original Message-----
From: 	"Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON  
Sent:	Monday, November 05, 2001 2:54 PM
To:	Portz, David
Subject:	Re: AEP Master Netting Agr


I did not find an attachment.  Also, I assume that we will prepare UCC
filings and order UCC searches.  Thank you.

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com



                    "Portz,
                    David"               To:     <Lech.Kalembka@cwt.com>
                    <David.Portz@        cc:     "Sager, Elizabeth"
                    ENRON.com>           <Elizabeth.Sager@ENRON.com>,
                    Office:              "Heard, Marie"
                                         <Marie.Heard@ENRON.com>, "Cook,
                    11/05/2001           Mary" <Mary.Cook@ENRON.com>,
                    03:32 PM             "Williams, Jason R (Credit)"
                                         <Jason.R.Williams@ENRON.com>
                                         Subject:     AEP Master Netting
                                         Agr





Lech - A high priority Master Netting and Setoff Agreement (see
attached) is in the late stages of negotiation with the below-referenced
AEP affiliates.  The agreement is currently intended to be limited to
masters/ transactions between ENA &/or EPMI and two major AEP trading
affiliates, American Electric Power Service Corporation as Agent for the
AEP Operating Companies ("AEP") and AEP Energy Services, Inc.
("AEPESI").  The Netting Agreement explicitly identifies enabling
agreements between those entities relating to trading physical gas,
physical power, and financial swaps.  Earlier today the Enron Credit
group indicated that ENA trades (using GTCs) physical coal and physical
synfuel with American Electric Power Service Corporation.  Please
contact me with any questions. -- David

David A. Portz
Senior Counsel
Enron North America Corp.
1400 Smith, EB 3805a
Houston, Texas  77002-7361

Phone:   713-853-9239
Fax:  713-646-3491
Assistant:   Linda Simmons (Ext. 57851)




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