Kay, see clarifications below.  Thanks for your help.

 -----Original Message-----
From:  Mann, Kay  
Sent: Tuesday, May 29, 2001 11:52 AM
To: Rorschach, Reagan; Fairley, David; Kroll, Heather; May, Tom; Coulter, 
Kayne
Subject: comparison of definitions - 1st in each pair is from letter 
agreeement

1. &Ancillary Services8 or &AS8 means those services required by Entergy,s 
interconnection agreement with MDEA or Entergy,s tariff.
OR
[Rorschach, Reagan]  Use this one below with noted change.
&Ancillary Services8 or &AS8 means those services  [Rorschach, Reagan]  
defined in Entergy,s interconnect agreement with MDEA or Entergy,s tariff.
2.&Available Energy8 means Energy that is available for sale on any given day 
that is in excess of MDEA,s Native Load.
OR
[Rorschach, Reagan]  Use this one below.
&Available Energy8 means Energy that is available for sale on any given day 
that is in excess of (i) MDEA,s Native Load, and (ii) the Energy required to 
be sold under any Existing Transactions, up to the total amount of Energy on 
any day that can be produced from the Facilities. 
3.&Available Energy8 means Energy that is available for sale on any given day 
that is in excess of MDEA,s Native Load.
OR
&Available Energy8 means Energy that is available for sale on any given day 
that is in excess of (i) MDEA,s Native Load, and (ii) the Energy required to 
be sold under any Existing Transactions, up to the total amount of Energy on 
any day that can be produced from the Facilities. 
4.&Confirmation8 means a confirmation of a transaction or transactions.
OR
[Rorschach, Reagan]  Use this one below.
&Confirmation8 means the document provided for under the MPPSA or the MGPSA 
and with the corresponding third party under a Back-to-Back Transaction or 
with EPMI which specifies the Product being bought or sold, the duration of 
the Transaction and the other terms, including price. A daily report of all 
hourly (or similarly short term) purchases and sales will be provided to the 
Customer and shall serve as a Confirmation for those transactions under the 
MPPSA or MGPSA.
5.&Delivery Point8 means the busbar of the respective Facilities located at 
the interconnection between CPUC,s and YCPSC,s respective transmission 
systems at the 115 kV switching station at the respective interconnections 
with the Entergy transmission system.
Or
[Rorschach, Reagan]  Use this one below.
&Delivery Point8 &Point of Delivery8 or &POD8 means (a) for power (i) the 
interfaces  located at the interconnection between Clarksdale and Yazoo City 
transmission systems at the  Entergy system, or (ii) the point specified in 
any Back-to-Back Transaction, EPMI Transaction or Structured Transaction at 
which Products are to be tendered under a Confirmation; (b) for natural gas, 
(i) for Clarksdale, the point of interconnection between Texas Gas and 
Clarksdale (ii) for Yazoo City, the interconnection between Southern Natural 
Gas (Sonat) and Mississippi Valley Gas for the Yazoo City Power Plant (the 
Sonat Delivery Point) (iii) the interconnection between Mississippi Valley 
Gas (MVG) and the Yazoo City Power Plant (MVG Delivery Point), (iv) any point 
where fuel is delivered as specified in a Fuel Transaction.
6.&Incentive Fee8 means forty percent (40%) of the Savings and of the net 
profit from external sales of the Cities, natural gas resources and the 
purchase of on-peak Energy, as calculated in accordance with Article III of 
this ILA.
Or
&Incentive Fee8 means the fee described in [Section].
7.&Market Price8 is the price agreed by the parties to be paid by EPMI in any 
EPMI Transaction for the sale of Energy to third parties, or the amount to be 
paid to EPMI for the sale of Energy to the Cities and/or MDEA.
or
[Rorschach, Reagan]  Use this one below.
&Market Price8 is the price agreed to (i) by any third party for the sale or 
purchase to or from EPMI or MDEA in a Back-to-Back Transaction, (ii) the 
price paid by EPMI in any EPMI Transaction or (iii) by any third party 
pursuant to any Structured Transaction. 
8. &Protocols8 shall mean the SPP Protocols duly adopted by SPP, including 
any attachments or exhibits referenced thereby, as amended from time to time, 
containing the scheduling, operating, planning, reliability, and settlement 
(including customer registration) policies, rules, guidelines, procedures, 
standards, and criteria of SPP.  For the purposes of determining 
responsibilities and rights at a given time, the Protocols, as amended in 
accordance with the change procedure(s) described in the Protocols, in effect 
at the time of the performance or non-performance of an action, shall govern 
with respect to that action.
or
[Rorschach, Reagan]  Use this one below.
&Protocols8 shall mean the Protocols duly adopted by SPP, SERC, NERC, and/or 
Entergy, including any attachments or exhibits referenced thereby, as amended 
from time to time, containing the scheduling, operating, planning, 
reliability, and settlement (including customer registration) policies, 
rules, guidelines, procedures, standards, and operations criteria.  For the 
purposes of determining responsibilities and rights at a given time, the 
Protocols, as amended in accordance with the change procedure(s) described in 
the Protocols, in effect at the time of the performance or non-performance of 
an action, shall govern with respect to that action.  
9.&Savings8 shall mean the difference between 1) the total costs to MDEA 
and/or the Cities of a Transaction, and 2) the total costs of MDEA and/or the 
Cities avoided or displaced by the Transaction, which difference shall be 
calculated as described in Article III of this ILA.
not defined in rev 23 definitions
[Rorschach, Reagan]  Reference that Savings is defined in the Exhibit (see 
attached file "Incentive Fee Calc")