RE: Document in ole

This is a swap confirm. Do you have an option?
-----Original Message-----
From: Bell, Jean
Sent: Thursday, August 30, 2001 5:24 PM
To: Taylor, Mark E (Legal)
Subject: Document in ole_2

Enron North America Corp.
P.O. Box 4428
Houston TX 77210-4428
(713) 853-3300
Fax (713) 646-4816

CONFIRMATION
(SWAP)

Date: August 29, 2001
To: Reliant Energy Services, Inc. ("Counterparty")
Attention: Document Department
Fax No.: (713) 207-9562
From: Enron North America Corp. ("ENA")
Re: Commodity Swap Y00041.1

Reference is made to the Master Agreement dated as of October 15, 1993 (the "Agreement") between Reliant Energy Services, Inc. ("Counterparty") and Enron North America Corp. ("ENA"), pursuant to which this Confirmation is delivered and to which the Transaction contemplated herein is subject.

This is a confirmation of the following Transaction entered between us on August 29, 2001:

General Terms:

Type of Transaction: Swap

Notional Quantity per
Determination Period:

5,000 MMBtu multiplied by the number of days in the relevant Determination Period

Commodity Natural Gas

Effective Date: September 01, 2001

Termination Date: September 30, 2001

Determination Period(s):
The Period beginning with and including September 01, 2001 through and including September 30, 2001.

Payment Date(s):
The fifth (5th) Business Day following the date on which the Floating Price is determinable

Fixed Amount Details:

Fixed Price Payor: ENA

Fixed Price:
The El Paso Natural Gas Co. - Permian Basin Index price for delivery during the applicable Determination Period in the "Prices of Spot Gas Delivered to Pipelines" section located in the first issue of Inside F.E.R.C.'s Gas Market Report published during the applicable Determination Period less US Dollars $0.08500 per MMBtu

Floating Amount Details:

Floating Price Payor: Counterparty

Floating Price:
The arithmetic average of the daily prices for all calendar days during the Determination Period, the price for each such calendar day being the "Flow date: Midpoint: Permian Basin Area: El Paso" as published under the heading "Daily Price Survey" in Gas Daily

For the purposes of the calculations of the Floating Price(s), all numbers shall be rounded as follows: Floating Price(s) relating to commodities quoted in (i) gallons shall be rounded to five places, (ii) MMBtu's shall be rounded to four places, (iii) barrels shall be rounded to three places and (iv) gigajoules shall be rounded to four places. If the number after the final number is five (5) or greater then the final number shall be increased by one (1), and if the number after the final number is less than five (5) then the final number shall remain unchanged.

Terms used and not otherwise defined in this Confirmation shall have the meanings given them in the Agreement.

If this Confirmation correctly sets forth the terms of the above-referenced Transaction, please so indicate by signing below and sending this Confirmation (or a copy hereof) to us.

If this Confirmation contains any error, please notify ENA immediately. Failure to notify ENA of a bona fide error in this Confirmation or failure to accept this Confirmation as provided in the Agreement after receipt by Counterparty shall result in this Confirmation being deemed binding as sent.

We look forward to receiving your prompt reply.

Yours sincerely,

Enron North America Corp.

By:
Name: Robert Bowen
Title: Agent and Attorney-in-Fact
Deal No. Y00041.1
Confirmed as of the date first above written:

Reliant Energy Services, Inc.

By:
Name:
Title: