TVA's Response to the ISDA Agreement

Sara,

I apologize but I can not remember where we left off on this. Please let me
know status or if I was supposed to do something on our side with TVA. TH
anks.

Joe
---------------------- Forwarded by Joseph Wagner/NA/Enron on 02/27/2001
10:10 AM ---------------------------

Joseph Wagner
01/17/2001 12:29 PM
To: Sara Shackleton/HOU/ECT@ECT
cc:

Subject: TVA's Response to the ISDA Agreement

Here is what TVA sent me today. Can you look at it and let me know of any
comments and suggestions you have. Thanks.

-Joe
---------------------- Forwarded by Joseph Wagner/NA/Enron on 01/17/2001
12:26 PM ---------------------------

"Kelley, Kirk A." <kakelley@tva.gov< on 01/17/2001 12:25:21 PM
To: "'Joseph.Wagner@enron.com'" <Joseph.Wagner@enron.com<
cc: "Johnson, Larry A." <lajohnson@tva.gov<

Subject: ISDA Agreement

Mr. Wagner,

Larry Johnson has asked that I respond to your request regarding that status
of our review of your ISDA agreement. Our counsel has requested that we use
TVA's standard agreement as a starting point, which I have attached for your
review.

<<00046317_.doc<<
Please provide your comments to me at your earliest convenience or give me a
call at the number below.

Thanks,

Kirk A. Kelley
Manager, Credit
Risk Management
Tennessee Valley Authority
400 West Summit Hill Drive, WT 4C-K
Knoxville, TN 37902-1499
Phone: 865-632-3190
Fax: 865-632-4560
E-mail: kakelley@tva.gov

- 00046317_.doc