I've made a list of issues Heather and I have discussed based on VEPCO's 
suggested revisions.  Some of the issues are commercial, some legal, some 
just reminders.  Comments are appreciated.

1. Term.  What will we accept?

2. Availability:  single computation despite source of power (market or 
facility). Is forced outage the correct concept since we want to have some 
discretion, and LD structure should apply even if power coming from the 
market?  Note VEPCO,s insertion of a new event of default under 7.1 for 
failure to deliver energy when the Facility is not in a forced outage.  
Liquidated damages language still ok?  LD,s should apply regardless of 
scheduled source of power ) no cost of cover for market power.

3. Our position is that Contract Capacity set at contract signing, then 
adjusted (if necessary) based on performance tests, not subject to adjustment 
after that time: ditto for the demand charge.  What is the right number for 
the Capacity?  Is there a benefit to Enron to have a correction curve exhibit?

4. Failure to complete facility suggested as a termination event.  Is 
September long enough?

5. We need to be able to supply from either or both sources (market and 
facility) during a day, but this doesn,t give us right to change during the 
day after the schedule is set.

6. Note the Start Up definition (as suggested by VEPCO) and how it is 
applied.  Reject 50% requirement at this point, subject to their explanation.

7. Note: construction of the facility now required (2.3). 

8. Define commercial operation.

9. Confirm that Enron has sufficient protection from interconnection 
failures/delays.

10. Day ahead scheduling (3.4)  Are we ready to commit?

11. Number of start ups. (2.3 e)

12. Force majeure ) consistency with interconnection agreement, relief for 
certain equipment failures.  Is concept logically developed throughout the 
document?  Note distinction between market and facility power in force 
majeure language.

13. Dispute resolution:  arbitration vs. litigation/venue. Virginia law?

14. Change in law.  Counter with CIL as termination event?

15. Exhibit A ) Heather is working on this.


Kay