Draft TVA memo to Delainey ,
 Confidential; Attorney client work product; Not discoverable

Here is a rough draft.  I will also start on TVA letter.  Per my earlier vm, 
I am struggling with the benefit of a 2 year proposal vs. 7.  I'm not sure if 
we get any "cap" benefit from making a seven year deal even if TVA doesn't 
accept our offers (benefit would assume that TVA has an obligation to cover 
entire position which is contrary to what our outside counsel has said in the 
past.  According to Bob, since TVA is asking for specific performance, it may 
not be reasonable for TVA to cover entire period.  I will try to talk to him 
tonight.). If  TVA accepts one of our proposals and then we lose the 
termination argument, what do we do? Supply? Terminate Again? In either case 
our proposal for 7 years will likely not cap our damages.  Let me know what 
you think.  I'll be in early tomorrow.  Thanks
kevin.presto@enron.com, rogers.herndon@enron.com