Agency Riders

Debra:

As Debra and I discussed, we are currently preparing a GISB contract for GPU
Services Company, as agent for ______. I mentioned to Debra that when we
have a counterparty who is represented in transactions by an agent, we work
to include the attached agency riders in the master agreement. These riders
include reps and warranties relating to the agent's authority as well as an
acknowledgment by the principal relating to same. I propose that you all
consider the attached riders when preparing master agreements in an agency
context.

To the extent that the counterparty is amenable, I strongly urge you to
propose that the principal enter into the contract on its own behalf and that
the contract merely recite that the agent is authorized to enter into
transactions pursuant to the agreement for and on behalf of the principal.
This is the approach I am going to try with GPU. If an agent represents
multiple principals, try to enter into a separate master with each principal.

However, to the extent the counterparty absolutely refuses this approach, at
the very least I would include the riders and get acknowledgments from the
principal(s). If there are multiple principals, try to get a separate
agreement with the agent for each principal (as opposed to one master with an
agent on behalf of numerous principals) to avoid questions about allocation
of transactions and credit exposures.

Please feel free to follow up with any questions or comments.

I have also attached for your reference a memorandum I prepared some time ago
regarding various issues to consider when dealing with an agency relationship.

Leslie