Carol:

Thankyou for the attached.  I believe the governing law for each issuing
surety will be the law where the surety is domiciled, but let me do some
checking and confirm this.  Also, will get back to you on your comments Re
the language in our recommended bond form...probably Monday or Tuesday next
week.  Thanks for your continued efforts in this matter.

Bill Oldham
Director, Insurance Risk Management
Reliant Energy Incorporated
Telephone No.713/207-3131
FAX No. 713/207-3251
email:    bill-oldham@reliantenergy.com



                    Carol.St.Clair
                    @enron.com            To:     
bill-oldham@reliantenergy.com
                                          cc:     
janet-greene@reliantenergy.com, Edward.Sacks@enron.com,
                    06/01/01 09:02        Wendy.Conwell@enron.com
                    AM                    Subject:     Update






Bill:
I spoke with our outside counsel yesterday and we have some more follow up
work that we need to do on our side.  One issue that may be of some
importance to us in our analysis is determining what the governing law of
the surety bond will be for each issuer, and more importantly, whether we
can have the bonds governed by Texas law.  Can you answer this for me?

Also, with respect to the form of the bond itself, as we mentioned at the
meeting, the language in the third paragraph which states that "if the
Principal shall promptly and faithfully provide the Firm energy as defined
in the Confirm, hen this obligation shall be null and void," does not work
for us.  Has anyone come up with alternative language?  Finally, with
respect to the Notice of Claim, we would like for the certification to say
something like, "an Event of Default has occurred under the Master
Agreement" rather than tie it to a specific default under the Confirmation.
Does that work for the sureties?

I look forward to hearing from you.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com