Sherri/Deedee,

Attached is a redline of the ISDA Master Agreement between Enron North America Corp. and Reliant Energy Services, Inc., which incorporates your comments that we have accepted.  Also attached is a memo from Francisco regarding some comments we have not accepted.  We have changed the name of your Credit Support Provider to Reliant Resources, Inc. - please confirm that this is correct.  There are a few items that still need to be discussed.  Please contact me at your earliest convenience and we can schedule a conference call.

  

Stephanie Panus
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com