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.


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