Louise,

I have developed the attached proposal that I would like to propose to AEP.  The basis of the proposal is that:

1.	 AEP would take on all costs, risks, liens, etc. associated with the Coastline law suite (low case $1.8MM, expected case $2.5MM).  

2.	Enron would forego 1 months of interest due to AEP's failure to get DoJ approval ($2.1MM).

Benefits to Enron:

1.	Potential savings in Enron expense vs. AEP's ability to capitalize the cost.

2.	Enron still retains the "DoJ stick" in that interest payments start on 1 June instead of 1 May.  

3.	Enron saves time and legal costs not having to defend against the claim.  

4.	Enron does not have to wrestle with AEP to get access to HPL staff who are involved in the suite.  (even though AEP is obligated to make resources available to help us with the claim, AEP will have no incentive to do so after the sale).    


Let me know if you have any objections or questions.

Brian