'35 Act Services Companies

Alan:

I will put on the fax to you shortly two memoranda relating to the foregoing;
one that discusses the general agency law that may be applicable to
transactions executed by the Service Companies and a second one that gives
some background to the reasons and underlying authority for the use of such
companies in a Registered Holding Company system corporate structure. The
second memo includes a form of "checklist" that you may want to employ in
negotiating and documenting ECT's power and fuel contracts with these
entities. Also included with the fax is a form of Services Agreement for New
Century Energies, a registered holding company, since the memo refers via
example to some of the provisions in that agreement.

Please give me a call if you have any questions or want any further follow up.

John