MDEA Risk Letter

Kay -- Before the agreement and your risk letter are finished, I want to ask
again that we focus on those particular items remaing in the agreement that
may create incremental risk, and would lead to a worse risk rating in your
risk letter. If you would pinpoint those items, then we can discuss them to
be sure that we get language in the agreement to mitigate those risks. With
your knowledge of the law and ability to craft language into the agreement,
and my knowledge of the utility business and power trading, I think that we
can improve most or all of these risk issues. In addition, the MDEA deal is
becoming a template for all similar deals, so anything that we can take care
of in this agreement will flow through to other deals. Thanks -- David