Brian and Jim:

Regarding the HPL / AEP deal - at the time of closing property taxes will be prorated for the number of days each company will have owned the property during the 2001 calendar year.

If we assume a June 1 closing date, HPl's share of the 2001 property taxes paid in January 2002 will be approximately 41% based on an ownership period of 151 days out of 365. This tax proration will, in all probability, be based on amounts paid for the 2000 year. As far as who pays these taxes in January '02, we feel it will be AEP.

Finally, once all the taxes have been paid for 2001 a reconciliation will be made between the two companies based on the proration in effect at the time of closing.

If you have any questions, please call me at X-30689.

Warren