Jurisdictions of incorporation: 
 
American Electric Power Service Corporation:  New York 

AEP Energy Services, Inc:  Ohio



 -----Original Message-----
From: 	Cook, Mary  
Sent:	Monday, November 05, 2001 4:16 PM
To:	'lech.kalembka@cwt.com'; Heard, Marie
Cc:	Portz, David; Sager, Elizabeth
Subject:	RE: AEP Master Netting Agr

Do not do the searches, but do the filings for our benefit.

 -----Original Message-----
From: 	"Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON  
Sent:	Monday, November 05, 2001 4:08 PM
To:	Heard, Marie
Cc:	Portz, David; Sager, Elizabeth; Cook, Mary
Subject:	RE: AEP Master Netting Agr


Should we file?  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



                    "Heard,
                    Marie"               To:     <Lech.Kalembka@cwt.com>
                    <Marie.Heard@        cc:     "Sager, Elizabeth"
                    ENRON.com>           <Elizabeth.Sager@ENRON.com>,
                    Office:              "Portz, David"
                                         <David.Portz@ENRON.com>, "Cook,
                    11/05/2001           Mary" <Mary.Cook@ENRON.com>
                    05:04 PM             Subject:     RE: AEP Master
                                         Netting Agr






Lech:

I just spoke with Elizabeth Sager and she said there was no need to
order lien searches for AEP as the contract expires in March, 2002.

Marie

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com

>  -----Original Message-----
> From:   "Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON
> Sent:   Monday, November 05, 2001 3:28 PM
> To:     Portz, David
> Cc:     Heard, Marie
> Subject:     RE: AEP Master Netting Agr
>
>
> 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)
>
>
>
>
>
> **********************************************************************
>    This e-mail is the property of Enron Corp. and/or its relevant
> affiliate
>    and may contain confidential and privileged material for the sole
> use of
>    the intended recipient (s). Any review, use, distribution or
> disclosure
>    by
>    others is strictly prohibited. If you are not the intended
> recipient (or
>    authorized to receive for the recipient), please contact the sender
> or
>    reply to Enron Corp. at enron.messaging.administration@enron.com
> and
>    delete
>    all copies of the message. This e-mail (and any attachments hereto)
> are
>    not
>    intended to be an offer (or an acceptance) and do not create or
> evidence
>    a
>    binding and enforceable contract between Enron Corp. (or any of its
>    affiliates) and the intended recipient or any other party, and may
> not
>    be
>    relied on by anyone as the basis of a contract by estoppel or
> otherwise.
>    Thank you.
>
> **********************************************************************
>
>
>
>
>
> ======================================================================
> ========
>
>    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
>    & Taft for any loss or damage arising in any way from its use.
>
>
>
> ======================================================================
> ========
>
>
>
>
>
>
>
> ======================================================================
> ========
> 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
> & Taft for any loss or damage arising in any way from its use.
>
>
> ======================================================================
> ========
>




==============================================================================
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
& Taft for any loss or damage arising in any way from its use.


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