Re: EEI cover sheet completion

Exhibit D is, it turns out, appropriately named Exhibit D.

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Mitch -- Following our discussions, attached for your review is a
"Supplemental Agreement" (unchanged from what you had reviewed before) and a
revised draft Attachment A thereto. Please forward to Frank Hilton, etc.
for review so that we may now complete the EEI master.

I have reviewed the revised final EEI cover sheet (attached below) e-mailed
to me by you earlier today and confirm that the CAISO definition has been
substituted appropriately. Also attached below is a sample copy of the
Exhibit B (56 pages, and apparently labelled Exhibit D, to be rectified
later), contemplated by the Cover Sheet for incorporation of prior
transactions, identifying open trades as of next Monday December 11th.

I look forward to hearing from you. Best regards, David

- EEI AEP-Enron 12-00.DOC