RE: form of master netting

Attached is a redline of the Master Netting Agreement. We are narrowing it
to limit it to being a set off agreement. In this way we can avoid having
to go through the threshold issues and collateral management issues, which
in light of the fact we don't have a Collateral Annex are not
insignificant. Please review it and call me with you comments. We are
continuing our review and may have additional changes. In addition, we are
complying a list of the AEP companies which will need to be included.(See
attached file: 86034.DOC)

David Musselman
614.324.5047

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- 86034.DOC