American Electric Power Service Corporation

David/Genia,

Attached please find the credit terms to insert into the draft EEI Master
Power Purchase & Sale Agreement between American Electric Power Service
Corporation ("AEPSC" as agent) and Enron Power Marketing, Inc. Please note
that pursuant to AEPSC's status as agent for (9) utilities, the
covenants/financial reporting requirements noted herein will apply to any of
the (9) utilities listed in Sheet 2 of the attachment. Sheet 3 contains the
current ratings of all (9) utilities and has been provided as additional
information for the sake of showing that all utilities are in compliance as
of today if measured by the proposed covenants.

Please call with any questions.

Regards,
Tracy
503-464-8755