Attached is a redline of the Master Netting Agreement.  We are narrowing it
to limit it to being a set off agreement.  In this way we can avoid having
to go through the threshold issues and collateral management issues, which
in light of the fact we don't have a Collateral Annex are not
insignificant.  Please review it and call me with you comments.  We are
continuing our review and may have additional changes.  In addition, we are
complying a list of the AEP companies which will need to be included.(See
attached file: 86034.DOC)

David Musselman
614.324.5047


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 - 86034.DOC