Privileged and Confidential.  Attoney Client Work Product.

Attached is a draft letter for your consideration.  Our outside counsel 
believes a letter like this would help us in our position that we do not have 
to continue buying energy when there is no transfer capability at the SDP 
because we know TVA will reject it.  Sending this letter is not critical to 
the sucess of our position but would bolster it somewhat.  Before deceiding 
to sent or not, I wanted your thoughts on how you think that giving this 
information to TVA would impact us, particularly given TVA's actions today, 
re acces to transmission through third party transactions.  Lets discuss this 
afternoon.

Thanks
Elizabeth
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