Message-ID: <26288367.1075859585106.JavaMail.evans@thyme>
Date: Fri, 13 Apr 2001 07:28:00 -0700 (PDT)
From: janice.moore@enron.com
To: edward.sacks@enron.com
Subject: Southern Company Services Agency Agreements
Cc: elizabeth.sager@enron.com, rhonda.denton@enron.com, tracy.ngo@enron.com, 
	marcus.nettelton@enron.com
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X-From: Janice R Moore
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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)