While I would not recommend amending any executed MNA's for this purpose,
it probably makes sense to include such a representation  going forward.
It could be a simple as: "Counterparty [is] [is not] a "transmitting
utility" within the meaning of Section 9-102(a) of the Uniform Commercial
Code."

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



                    Leslie.Hansen
                    @enron.com           To:     Lech.Kalembka@cwt.com,
                    Office:              Marie.Heard@enron.com
                                         cc:
                    11/12/2001           Subject:     RE: FW:
                    10:49 AM






Do you mean that we should include a rep re the fact that they're not a
transmitting utility in the Master Netting Agreement?  The MNA has already
been executed, and there is no such rep in the agreement.  Is this a rep
that should be included in our form of MNA?  If so, I'll need to let Mary
Cook know that the form needs to be revised.

As per Mary Cook's e-mail of last week, I believe that Marie Heard and/or
Tana Jones will centralize the process of obtaining the organizational ID
numbers.  Marie, please confirm with Lech.

Leslie

    -----Original Message-----
   From:   "Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON
   Sent:   Monday, November 12, 2001 9:43 AM
   To:     Hansen, Leslie
   Cc:     Heard, Marie; Cook, Mary; David Mitchell
   Subject:  RE: FW:


   You should probably ask them about their status as a transmitting
   utility.
   They should provide a related representation in the agreement.

   Insofar as we are working on numerous filings, I wonder if it would be
   efficient to "centralize" the process of obtaining the organizational ID
   numbers with my paralegal, who, as previously noted, can get the numbers
   from CT Corp.  As you know, this will cost $12 per entity, but might
   well
   save money by streamlining the process.  Please advise.

   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



                       Leslie.Hansen
                       @enron.com           To:     Lech.Kalembka@cwt.com,
                       Office:              Marie.Heard@enron.com
                                            cc:
                       11/12/2001           Subject:     RE: FW:
                       10:18 AM






   Lech:

      Attached please find the Collateral Annex to the Reliant Master
   Netting
      Agreement -- didn't realize you needed to see it as well.  By this
      e-mail, I am requesting that Marie coordinate with you to get you
      Reliant's organizational ID number.  How do I go about confirming
   that
      Reliant Energy Services, Inc. is not a transmitting utiltity?

      Local counsel will handle the Canadian entity.

      Regards,

      Leslie Hansen

      (See attached file: Reliant MNA Collateral Annex FINAL.doc)

       -----Original Message-----
      From:   "Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON
      Sent:   Saturday, November 10, 2001 7:03 PM
      To:     Hansen, Leslie
      Cc:     Cook, Mary; David Mitchell
      Subject:  Re: FW:


      As a threshold  matter, I note that the basic purpose of the UCC
   filings
      is
      to "belt and suspender" the cross-party netting provisions of the MNA
   by
      having the counterparty(ies) grant  a security interest in the
      counterparty's receivables from Enron.  This is typically
   accomplished
      through the grant  of a security interest in "Obligations" under the
      MNA.

      In this case, however, I do not find in the Collateral provisions
      (Section
      6) the Obligations included.  Is this collateral covered in a related
      Collateral Annex?  Alternatively, is this omission an oversight , or
   a
      deliberate choice by the parties?  If we do intend to have a security
      interest in the counterparty's receivables, and these are not picked
   up
      in
      the CA, the MNA should be revised accordingly.

      Also, if we are going to file against the receivables, we will need
   to
      know
      the "organizational ID" number of Reliant Energy Services Inc., and
   its
      address.  Regarding the Canadian entity, I assume you will consult
   with
      local counsel.

      Finally, we would also need to confirm for UCC filing purposes that
   the
      Delaware entity is not a "transmitting utility", i.e., an entity
      primarily
      engaged in the production or transmission of electricity or the
      transmission of goods by pipeline.

      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



                          "Hansen,
                          Leslie"                To:
   Lech.Kalembka@cwt.com
                          <Leslie.Hansen@        cc:
                          ENRON.com>             Subject:     FW:
                          Office:

                          11/06/2001
                          12:54 PM






      As per my voice mail, Enron will enter into a Master Netting
   Agreement
      with Reliant.  The two Reliant entities that will be covered by the
      agreement are listed below.  RES is headquartered in Houston, Texas.

      Attached please find the latest draft of the MNA for your reference.
      <<Reliant Master Netting  Agmt v.3.doc>>

      Regards,

      Leslie Hansen
      Sr. Counsel
      713/853-6121
      >  -----Original Message-----
      > From:   Williams, Jason R (Credit)
      > Sent:   Tuesday, November 06, 2001 10:57 AM
      > To:     Hansen, Leslie
      > Subject:     RE:
      >
      > Reliant Energy Services, Inc. was incorporated in Delaware.
      >
      > Reliant Energy Services Canada, Ltd.  is a Canadian company, with
      > principal address at:  1510, 421 - 7 Ave SW
      >
      > Calgary, Alberta
      >
      > T2P 4K9
      >
      >  -----Original Message-----
      > From:   Hansen, Leslie
      > Sent:   Tuesday, November 06, 2001 10:33 AM
      > To:     Williams, Jason R (Credit)
      > Subject:
      >
      > Jay:
      >
      > I need the state of incorporation and principal place of business
   for
      > Reliant Energy Services, Inc. -- I know its PPoB is Houston but
   don't
      > know if it's incorporated in Texas or elsewhere -- and Reliant
   Energy
      > Services Canada, Ltd. so that I can initiate the lien searches.  Do
      > you happen to have this information?
      >
      > Leslie



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==============================================================================



       - Reliant Master Netting  Agmt v.3.doc << File: Reliant Master
   Netting
      Agmt v.3.doc >>
   (See attached file: Reliant MNA Collateral Annex FINAL.doc)



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==============================================================================


    - Reliant MNA Collateral Annex FINAL.doc << File: Reliant MNA
   Collateral Annex FINAL.doc >>






==============================================================================
NOTE:  The information in this email is confidential and may be legally privileged.  If you are not the intended recipient, you must not read, use or disseminate the information.  Although this email and any attachments are believed to be free of any virus or other defect
that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by Cadwalader, Wickersham
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