Below is the language that Transco has suggested for the Shipper 
Termination.  (This is the rider that we have already tweaked before.)  I 
will be out of the office Monday - Wednesday, but I will give you a call.  
Ruth Concannon will bring you a copy of the Precedent Agreements.  I have 
been working with Raimund Grube in the Power Development group on the 
Hartwell and Athens plants.  I will also provide Raimund with a copy of the 
agreements.  The agreements will need to be signed by someone on the Power 
Development side.

6.????? Shipper's Termination Rights:? In the event that Shipper fails to 
receive and accept all the necessary authorizations from all regulatory 
agencies with jurisdiction over Shipper's power plant construction by 
February 20, 2001, then either Party may terminate this Precedent Agreement 
by providing the other Party written notice of such termination.? Each Party 
will waive their right of termination mentioned above if such right is not 
executed by February 22, 2001.