We are considering including the attached provision (or something)
similar in our Transaction Confirmations.  I would also like to propose it
to EEI and WSPP for sample language that could be included on confirms.
Would any of you have a problem agreeing to this?  If so, what are your
concerns?  I know you are all real busy right now and appreciate your
consideration of this matter.

     Thanks in advance.


Dede Russo
Senior Attorney
Reliant Energy Law Department
P.O. Box 1384
Houston, TX  77251-1384
1111 Louisiana St., Suite 4300 (77002)
Phone: (713) 207-5240
E-Mail: drusso@reliant.com
Fax: (713) 207-0161


(See attached file: No Challenge; Defense of Transaction Lang 102301.doc)


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 - No Challenge; Defense of Transaction Lang 102301.doc