I did receive the document.  Should I contact anyone, or am I awaiting a
call to discuss/negotiate?  Thanks.

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



                    David.Portz@e
                    nron.com             To:     Lech.Kalembka@cwt.com
                    Office:              cc:     Marie.Heard@enron.com
                                         Subject:     RE: AEP Master
                    11/05/2001           Netting Agr
                    04:17 PM






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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