Southern Company Services Agency Agreements

Ed:
I've reviewed these agreements, dated January, 2000 between Southern Company
Services, Inc. ("SCS") and each of: Alabama Power Company, Gulf Power
Company, Savannah Electric and Power Company, George Power Company, and
Mississippi Power Company (each, a "Client Company").
The agreements are identical.
The agreements are effective until terminated by either party upon written
notice to the other party.
The agreements contain an obvious blank that was not filled in, but would
have designated the state's laws that should govern the agreement
The agreements clearly authorize SCS to act for each company to purchase and
sell electric power for resale and engage in derivative transactions,
including negotiating executing, performing, and administering agreements to
do so, with no limits on the types or duration of such transactions.
The agreements clearly state that SCS has no liability under any such
agreement, and only each Client Company will be liable under any such
agreement, whether or not SCS's role as agent is disclosed to the other party
to such an agreement.
Based on this review, and since we are still informed that SCS will not
allocate any trade at the time of the trade, you may wish to authorize
trading w/ SCS, but only to the extent of the credit of the weakest Client
Company (assuming that EPMI's maximum exposure is always to the weakest of
the group).
Please let me know if you need any further input from legal.
Regards,
Janice

EB3811
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax: 713-646-3490)