    [Senate Hearing 109-1015]
    [From the U.S. Government Publishing Office]

                                                           S. Hrg. 109-1015

                          CONSIDER PENDING NOMINATIONS

    =======================================================================

                                    HEARING

                                   BEFORE THE

                                  COMMITTEE ON
                          ENVIRONMENT AND PUBLIC WORKS
                              UNITED STATES SENATE

                           ONE HUNDRED NINTH CONGRESS

                                 SECOND SESSION

                                       ON

     THE NOMINATIONS OF TERRENCE L. BRACY, TO BE A MEMBER OF THE BOARD OF
    TRUSTEES OF THE MORRIS K. UDALL SCHOLARSHIP AND EXCELLENCE IN NATIONAL
     ENVIRONMENTAL POLICY FOUNDATION; DENNIS BOTTORFF, ROBERT DUNCAN, AND
     SUSAN RICHARDSON WILLIAMS TO BE MEMBERS OF THE BOARD OF DIRECTORS OF
    THE TENNESSEE VALLEY AUTHORITY; WILLIAM SANSOM, HOWARD THRAILKILL, AND
        DONALD DePRIEST TO BE MEMBERS OF THE TENNESSEE VALLEY AUTHORITY

                                   __________

                                FEBRUARY 8, 2006

                                   __________

      Printed for the use of the Committee on Environment and Public Works

          Available via the World Wide Web: http://www.access.gpo.gov/
                                congress.senate

                                   __________

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                   COMMITTEE ON ENVIRONMENT AND PUBLIC WORKS

                           ONE HUNDRED NINTH CONGRESS
                                 SECOND SESSION

                      JAMES M. INHOFE, Oklahoma, Chairman
    JOHN W. WARNER, Virginia             JAMES M. JEFFORDS, Vermont
    CHRISTOPHER S. BOND, Missouri        MAX BAUCUS, Montana
    GEORGE V. VOINOVICH, Ohio            JOSEPH I. LIEBERMAN, Connecticut
    LINCOLN CHAFEE, Rhode Island         BARBARA BOXER, California
    LISA MURKOWSKI, Alaska               THOMAS R. CARPER, Delaware
    JOHN THUNE, South Dakota             HILLARY RODHAM CLINTON, New York
    JIM DeMINT, South Carolina           FRANK R. LAUTENBERG, New Jersey
    JOHNNY ISAKSON, Georgia              BARACK OBAMA, Illinois
    DAVID VITTER, Louisiana
                    Andrew Wheeler, Majority Staff Director
                     Ken Connolly, Minority Staff Director

                                      (ii)

                                C O N T E N T S

                                  ----------
                                                                       Page

                                FEBRUARY 8, 2006
                               OPENING STATEMENTS

    Alexander, Hon. Lamar, U.S. Senator from the State of Tennessee..     7
    Bunning, Hon. Jim, U.S. Senator from the State of Kentucky.......     6
        Prepared statement...........................................    32
    Cochran, Hon. Thad, U.S. Senator from the State of Mississippi...     2
    Frist, Hon. William H., U.S. Senator from the State of Tennessee.     3
        Prepared statement...........................................    32
    Inhofe, Hon. James M., U.S. Senator from the State of Oklahoma...     9
    Isakson, Hon. Johnny, U.S. Senator from the State of Georgia.....    14
    Jeffords, Hon. James M., U.S. Senator from the State of Vermont..    13
    Lott, Hon. Trent, U.S. Senator from the State of Mississippi.....     4
        Prepared statement...........................................    33
    McCain, Hon. John, U.S. Senator from the State of Arizona,
      prepared statement.............................................    33
    McConnell, Hon. Mitch, U.S. Senator from the State of Kentucky...     3
        Prepared statement...........................................    34
    Sessions, Hon. Jeff, U.S. Senator from the State of Alabama......     5
    Warner, Hon. John W., U.S. Senator from the Commonwealth of
      Virginia.......................................................    16

                                   WITNESSES

    Bottorff, Dennis, nominated to be a member of the Board of
      Directors of the Tennessee Valley Authority....................    18
        Committee questionnaire......................................    55
        Prepared statement...........................................    52
        Responses to additional questions from:
            Senator Bunning..........................................    53
            Senator Jeffords.........................................    52
    Bracy, Terrence L., nominated to be a member of the Board of
      Trustees of the Morris K. Udall Scholarship and Excellence in
      National Environmental Policy Foundation.......................    17
        Committee questionnaire......................................    39
        Prepared statement...........................................    35
    DePriest, Donald, nominated to be a member of the Board of
      Directors of the Tennessee Valley Authority....................    24
        Committee questionnaire......................................   142
        Prepared statement...........................................   138
        Responses to additional questions from:
            Senator Bunning..........................................   140
            Senator Jeffords.........................................   139
    Duncan, Robert, nominated to be a member of the Board of
      Directors of the Tennessee Valley Authority....................    19
        Committee questionnaire......................................    72
        Letters of Support:
            Representative Chandler..................................    89
            Representative Rogers....................................    91
            Representative Whitfield.................................    90
        Prepared statement...........................................    69
        Responses to additional questions from:
            Senator Bunning..........................................    70
            Senator Jeffords.........................................    69
    Sansom, William, nominated to be a member of the Board of
      Directors of the Tennessee Valley Authority....................    22
        Committee questionnaire......................................   109
        Prepared statement...........................................   106
        Responses to additional questions from:
            Senator Bunning..........................................   107
            Senator Jeffords.........................................   106
    Thrailkill, Howard, nominated to be a member of the Board of
      Directors of the Tennessee Valley Authority....................    22
        Committee questionnaire......................................   130
        Prepared statement...........................................   126
        Responses to additional questions from:
            Senator Bunning..........................................   128
            Senator Jeffords.........................................   127
    Udall, Hon. Mark, U.S. Representative from the State of Colorado.     8
        Prepared statement...........................................    34
    Williams, Susan Richardson, nominated to be a member of the Board
      of Directors of the Tennessee Valley Authority.................    21
        Committee questionnaire......................................    95
        Prepared statement...........................................    92
        Responses to additional questions from:
            Senator Bunning..........................................    93
            Senator Jeffords.........................................    92

                              ADDITIONAL MATERIAL

    Fact Sheets:
        Morris K. Udall Foundation Overview, January 2006............    37
        TVA in Georgia...............................................   152

                          CONSIDER PENDING NOMINATIONS

                                  ----------

                          WEDNESDAY, FEBRUARY 8, 2006

                                           U.S. Senate,
                     Committee on Environment and Public Works,
                                                        Washington, DC.
        The committee met, pursuant to notice, at 9:30 a.m. in room
    628, Senate Dirksen Building, Hon. James Inhofe (chairman of
    the committee) presiding.
        Present: Senators Inhofe, Warner, Thune, Isakson, and
    Jeffords.
        Senator Inhofe. We will call this hearing to order.
        What we are about to witness I think is unprecedented. I
    don't want you eight nominees to think this happens all the
    time. If you weren't very special, then this wouldn't be
    happening today.
        While we are waiting, we have a couple more to get here, a
    couple more members who wanted to be involved in introductions.
    I would just mention with my colleague, Senator Jeffords, that
    this is the first meeting we have had this year. Last year we
    finished, of course, the Transportation bill. We are very proud
    to have passed to the floor both the WRDA bill and the Water
    Infrastructure bill. In fact, with the efforts of many members
    up here other than myself, we were able to get 78 signatures
    out of 100 Senators, asking our majority leader to bring up the
    WRDA bill.
        I had breakfast, at the prayer breakfast, with Bill Frist
    this morning. He is going to be here to participate in this,
    and I want everyone to encourage him to bring up the WRDA bill
    before he leaves.
        [Laughter.]
        Senator Inhofe. We have a lot of things. We have the
    Endangered Species Reform bill and other things. We are going
    to have a very, very busy time here in this Environment and
    Public Works Committee.
        What I would like to do, I have an opening statement that I
    am going to enjoy very much, and I think some of you will, too.
    It is talking about a little bit of the history of the TVA and
    how it relates to the history of something that happened, an
    entity we have in Oklahoma called the Grand River Dam
    Authority, kind of a miniature of the TVA, and some of the
    corruption we are going through now that the TVA went through
    about a decade and a half ago.
        But before that, since we have several Senators and their
    time is very valuable, I would like to take the ones who are
    here in order of seniority, which will start from here and come
    this way, for the purpose of introducing whomever they have
    come here to introduce. Then I will give my opening statement
    and probably your opening statement too, Senator Jeffords, then
    we will go on to the opening statements of our nominees.
        I have to say this about our nominees, particularly the
    seven for the TVA. I have never seen a more impressive bunch of
    bios. I have read them all, and I just can't believe that they
    are willing to take this time to serve their country. I just
    applaud them in advance. I am looking forward to working with
    them.
        So Senator Cochran, why don't we start with you, with
    whatever you have come here to do this morning.

    STATEMENT OF HON. THAD COCHRAN, U.S. SENATOR FROM THE STATE OF
                              MISSISSIPPI

        Senator Cochran. Thank you, Mr. Chairman. We appreciate
    very much your inviting us to introduce members of the board of
    the Tennessee Valley Authority. I am pleased that one of the
    new members of the board is from my State of Mississippi. Don
    DePriest is a close personal friend of mine. He has been a very
    successful businessman in Columbus, MS. He is a native of
    Tennessee. He has friends across the mid-South, and he is one
    of the finest citizens we have in our State. The Tennessee
    Valley Authority is going to be well served, I'm sure, with Don
    DePriest serving as a member of the board of TVA.
        We have a distinction in our State in which we are very
    proud. When the Tennessee Valley Authority was first
    established, Tupelo was the first municipality to get service
    from this new electric generation and distribution entity. It
    provided reasonably priced electric power to that town and then
    of course, spread throughout the TVA region. It has continued
    to be a very important part of our economy in our State of
    Mississippi. Consumers benefit from reasonably priced electric
    power, and I am sure this board, with Don DePriest being
    involved, will help ensure the continuation of the service and
    the outstanding record that TVA has provided.
        TVA is an economic development tool as well. There are many
    activities of TVA that are largely unnoticed. TVA has done a
    great job in supporting agriculture, people who live in small
    towns, and rural communities, throughout this region of our
    country.
        Don DePriest personally is a great success story. He went
    to college in Lambuth, TN, and at the University of Memphis. He
    came to Columbus and started establishing communication
    businesses, and manufacturing companies, in the health care
    area and textile area. Some of these businesses have gone on to
    be listed on the New York Stock Exchange and other exchanges.
    He is involved in investments throughout the world and in
    cellular telephone activities in Asia and Europe.
        Don DePriest is really quite a success story. I don't know
    how he can keep up with all the things in which he is involved
    and still have time to serve as the head of our local
    manufacturing association in Columbus, MS. He is working as a
    volunteer in the Boy Scouts and is active in his church. He and
    his wife, Sandra, are well respected throughout Columbus. She
    is an Episcopal priest. Their children are talented and smart.
        I am really proud to have known him as a friend for these
    many years and to recommend him to you today for confirmation.
        Senator Inhofe. Thank you, Senator Cochran.
        Senator Frist, before you came in, we said that we had a
    lot of requests from members, and we are taking them in order
    of seniority. We will recognize you now for any comments you
    want to make about the nominees.

    STATEMENT OF HON. WILLIAM H. FRIST, U.S. SENATOR FROM THE STATE
                              OF TENNESSEE

        Senator Frist. Thank you, Mr. Chairman. I will be very
    brief, in fact, I will not be commenting specifically on the
    nominees except to say that I know most all of them very well
    and have tremendous respect for them. This is exactly the sort
    of quality that was envisioned when this initial legislation,
    which changed the nature of the board, was proposed.
        It is an expanded, modernized board. What we have really
    done through legislation which I proposed, I think about 9
    years ago now, initially was to modernize this board and bring
    it up to date, consistent with any other $7 billion company
    that is out there today. It was clear to me in the past from
    dealing with the TVA board that it was time to modernize it in
    the sense of having a CEO with a board that has the appropriate
    range of expertise, of qualifications, of experience. It is a
    range, as we will hear in our presentations today.
        It was about a year ago that our legislation to modernize
    the board passed the Congress. It was enacted into law as part
    of the fiscal year 2005 Omnibus Appropriations bill. I think
    the quality of these nominees is a real testament to the fact
    that there is both a need but also that there will be a huge
    positive impact on the operation of TVA in the years ahead.
        I of course am especially pleased to recognize the three
    nominees from Tennessee: Denny Bottorff, Bill Sansom and Susan
    Richardson Williams, all good friends, all of them experienced,
    all of them with the qualifications that I expect will be to
    the benefit of the TVA region but also the expanded region.
        So Mr. Chairman, I simply wanted to come by and say thank
    you, thank you for holding the hearing in an expedited way. I
    know all my colleagues will be talking on the individual
    nominees. But this is exactly what was envisioned when we
    passed this legislation a year ago and it will be fulfilled.
    Thank you.
        Senator Inhofe. Thank you, Senator Frist.
        Senator McConnell.

    STATEMENT OF HON. MITCH McCONNELL, U.S. SENATOR FROM THE STATE
                              OF KENTUCKY

        Senator McConnell. Thank you, Mr. Chairman. I am here today
    on behalf of a nominee from Kentucky, whom I have known since
    he was in college at Williamsburg College in southeast Kentucky
    in the early 1970s. He subsequently went to the University of
    Kentucky College of Law, has studied at Harvard Business
    School. He has been an outstanding banker and citizen in my
    State for a long time.
        Mike has a big job, because this is probably not a
    completely appropriate forum to make this point, but Mike has a
    big job because Kentuckians are just not very happy with TVA.
    TVA rates for Kentucky customers are 30 percent higher than any
    other Kentucky power providers. Put another way, if you are
    inside the TVA wall, you get high rates. If you are outside and
    you are in the service area of an investor utility, for
    example, you have lower rates. That cost Kentuckians about $100
    million last year.
        In addition to that, TVA raised rates on its Kentucky
    customers by 7.5 percent last year. That is one of the largest
    rates in the history of TVA over a 73-year period. But they did
    find an opportunity to give $60 million in bonuses to their
    employees last year.
        We have had difficulty getting TVA to allow Kentucky
    customers the right to purchase power from more affordable
    providers. They have refused, in effect, the transmission of
    the power on their power lines, flouting a contract to the
    contrary they signed in 1997. Sorry to rain on the parade with
    a litany of complaints, but Mike is going to go on this board
    as a representative of our TVA customers in Kentucky with some
    real challenges in order to try to bring about the equity we
    have been seeking for a number of years.
        I can't think of anyone better to do that, Mr. Chairman. He
    is a truly outstanding person, one of the finest people I have
    known in my entire life. I think he will be a fine addition to
    this newly reconstituted TVA board.
        I would just like to ask unanimous consent that my full
    remarks on behalf of Mike be inserted into the record.
        Senator Inhofe. Without objection.
        Senator McConnell. Thank you.
        Senator Inhofe. Senator Lott.

     STATEMENT OF HON. TRENT LOTT, U.S. SENATOR FROM THE STATE OF
                              MISSISSIPPI

        Senator Lott. Thank you, Mr. Chairman and Senator Jeffords
    and the distinguished Senator from Georgia. Thank you very much
    for having this hearing and allowing us to appear before you.
        I am sorry that Senator Frist did leave, because I wanted
    to commend him publicly for his leadership in helping produce
    the legislation that made this change in the Mississippi-
    Alabama-Kentucky-Tennessee Valley Authority. You will notice
    the way I said that. I do think that it is time that we made
    that change. This is a $7 billion a year business. It is huge.
    It needs to be run more as a business, as well as a service
    entity. I think this new board gives us that opportunity, to
    have a CEO and board of directors.
        So in that vein, I think it is very important that we have
    men and women on that board from all the States in the region
    that have unique capabilities and business experience. That is
    why I am just really delighted to support the nomination of
    Donald R. DePriest, who is clearly one of the most outstanding
    citizens in our State.
        He has been a successful businessman, he is involved in
    civic affairs, he has just been supportive of every major
    positive effort we have had in our State. I think it is a great
    credit to TVA that he is willing to serve in this new position.
    He is married to his wife, Sandra, and they have four children,
    Sally, Robert, John and Warner. I mention that for the record
    because they also are going to make a sacrifice by Don serving
    in this position.
        He has served as Chairman of the Columbus, Mississippi
    Utilities Commission, which is a TVA Authority power
    distributor. So he is personally directly knowledgeable about
    what TVA does and what its needs and possibilities are. He is a
    member of the Mississippi Governor's Venture Capital Task Force
    and the State of Mississippi Audit Oversight Committee on
    Ethics, all of which will be helpful to him in dealing with the
    future at TVA.
        He has been a very aggressive business leader. He has been
    CEO and Chairman of Charisma Communications, a former Union
    Planters Bank director, founder of MicroTek Medical, Inc. and
    Boundary Healthcare Products. He currently serves as CEO and
    Chairman of MCT Investors and Chairman of MCT Corporation. So
    he is an accomplished businessman, but he has taken time to
    work in Mississippi with our historic preservation.
        He has been president of his area Scout council. He holds a
    silver beaver award from Scouts, and those of you in Scouts
    know that is their highest honor. The list goes on, everything
    up to and including serving as a trustee of the National
    Symphony Orchestra. I don't know how he has time to enjoy good
    music along with his other achievements.
        So I am really delighted that he has been willing to serve
    here and the President has selected him to serve on the TVA
    board. I am expecting great things from him and this new board.
    I believe that the Tennessee Valley Authority will be better
    run, more responsibly run, and provide good power and good
    services to people in the region. I thank you very much for
    allowing me to participate in these hearings.
        Senator Inhofe. Thank you, Senator Lott.
        Senator Sessions.

    STATEMENT OF HON. JEFF SESSIONS, U.S. SENATOR FROM THE STATE OF
                                ALABAMA

        Senator Sessions. Thank you, Mr. Chairman. I am pleased
    that President Bush has nominated Howard Thrailkill to serve on
    the board of directors of the Tennessee Valley Authority. How
    big is TVA? Well, it has a $25 billion debt. That ought to tell
    us something. That is not a small, little entity. Howard has
    the kind of background, skills and interest to play an
    important role in making sure that TVA is relevant to the
    future.
        I think the people of the Tennessee Valley are coming more
    and more to understand that the Tennessee Valley Authority is
    really contained now. It does not receive outside Federal
    dollars. So when moneys are wasted, it is money they have to
    pay in their rates. There are no free lunches. It is just a
    deal in which we have to keep those costs in a reasonable way,
    make good business decisions for the future, and eliminate some
    of the errors that have been made in the past that have
    actually been the cause of the debt that we now see.
        So I think the new board has great potential. I am excited
    about it. Alabama has never had a member of the board. Senator
    Shelby and I are delighted that we have one now and that we
    have one as strong as Howard Thrailkill.
        His background as an engineer and successful businessman is
    extraordinary. He retired in September as president and chief
    operating officer of Adtran, a telecommunications and equipment
    maker in Huntsville, AL. Seventeen hundred employees, when they
    started they had zero employees. They are one of the world's
    great communication technology companies. It is a success story
    of an extraordinary nature.
        He formerly served as president of the Computer Systems
    Division and corporate vice president of Motorola. He was vice
    president and general manager of the Composition Systems
    Division and Computer Systems Division of Harris Corporation.
    Additionally, Howard just completed a tour as chairman of the
    Huntsville-Madison County Chamber of Commerce, which is one of
    our most progressive and growing areas. In that capacity, he is
    known, and in other capacities, as a civic leader who is very
    well informed about the entire nature of the Tennessee Valley
    Authority.
        So we are excited about his appointment. I think he is just
    the kind of person that should be on there. I am pleased that
    President Bush has seen fit to nominate him, because it
    indicates that he too is committed to having directors who have
    the capability to engage the top management of the TVA, to ask
    the tough questions, to help them make long-term, important
    decisions. If we get that kind of leadership, this new
    legislation will have been worthwhile.
        Thank you, Mr. Chairman.
        Senator Inhofe. Thank you, Senator Sessions.
        Senator Bunning.

     STATEMENT OF HON. JIM BUNNING, U.S. SENATOR FROM THE STATE OF
                                KENTUCKY

        Senator Bunning. Thank you, Mr. Chairman, Senator Jeffords,
    Senator Isakson. I appreciate the opportunity to be here and to
    introduce my friend and fellow Kentuckian, Mike Duncan, to be a
    nominee for the Tennessee Valley Authority's new board. I have
    known Mike for many years and known him to be a man of
    integrity and fine character. He takes public service seriously
    and he is a man of compassion and fairness.
        His educational and philanthropic endeavors to better the
    lives of Kentuckians is unmatched. Mike has been past president
    of the Kentucky Bankers Association and a director of the
    Cleveland Federal Reserve Bank, Cincinnati Branch. His banking
    and finance experience will bring a unique perspective when it
    comes to TVA's management and accounting of its finances and
    debt.
        TVA certainly needs a board member who understands
    economics to help get its $25 billion in debt under control.
    What I like about Mike is that he is not a yes man, or someone
    who simply gets going to go along. If there is a problem, Mike
    will identify it. He will work hard to fix the problem, even if
    it is not a popular solution. Mike takes his endeavors
    seriously and I know he will take this job as a TVA board
    member seriously, too.
        TVA has its problems. It has issues with debt, it is
    unregulated by FERC. Some residents in the TVA region, as my
    senior Senator from Kentucky has said, pay higher costs for
    their electricity than those living outside the TVA fence. This
    defeats the purpose of TVA. I know that Mike will help bring
    these issues to light and as a board member, he will advocate
    common sense solutions.
        Mike will help to work to ensure that citizens in the TVA
    region will receive reliable, efficient and cheap power for
    bettering their lives. I appreciate the Chairman's and Ranking
    Member's invitation to introduce Mike Duncan, and I look
    forward to a swift confirmation in the committee and on the
    floor.
        Thank you very much.
        Senator Inhofe. Thank you, Senator Bunning.
        Before we hear from our last Senator, let me just tell you
    nominees, this is unprecedented. I have never seen this many
    Senators show up to say so many good things about so many good
    people.
        Senator Alexander.

    STATEMENT OF HON. LAMAR ALEXANDER, U.S. SENATOR FROM THE STATE
                              OF TENNESSEE

        Senator Alexander. Thank you, Mr. Chairman, Senator
    Jeffords, members of the committee.
        First I would like to compliment Senator Frist and former
    Senator Thompson. It was their legislation a few years ago that
    caused this to happen. It is exactly the right thing to do, in
    my judgment. An $8 billion a year company, the largest public
    utility in America, needs a modern governance system and a
    chief executive officer. Since its inception in the early
    1930s, mid-1930s, TVA has been run by a committee of three.
    Most of those members of the committee have been very good
    people.
        But it is an awkward management process. It would be like
    having three committee chairmen or three Governors or three
    mayors. This makes much more sense. TVA does have some
    problems. But it has also done some things very well. In the
    Tennessee Valley region, as a former Governor, I have
    especially seen the importance of having large amounts of low-
    cost, reliable, clean energy available as we sought to raise
    our standard of living. That is important in Kentucky, Alabama
    and Mississippi, as well as it is in Tennessee.
        I am chairman of the TVA congressional Caucus, and I am
    hopeful that with this new board, that our caucus can be more
    active and work together better to make sure that people in our
    region are better served. We have rapidly rising natural gas
    prices. We have rapidly rising gasoline prices. We don't need
    rapidly rising electricity prices. And that should be the focus
    of TVA.
        The three nominees from Tennessee are people that I realize
    I have known for at least 30 years in each case. Dennis
    Bottorff, Denny Bottorff from Nashville, is widely regarded in
    our State as one of our most accomplished executives. He is
    from Vanderbilt, he is vice chairman of Vanderbilt University
    today. He is an engineer by background and a banker by
    profession. He is involved in activities throughout Nashville
    and is enormously well respected.
        Bill Sansom is from Knoxville. He has been a leader in the
    University of Tennessee. He was the top graduate at Citadel, as
    a Marine. He was president of the Knoxville Area Chamber of
    Commerce when I invited him to come be the transportation
    commissioner and then the chief operating officer of the State
    Government.
        Susan Williams has a distinguished career as well. It is a
    little different career. She comes from a TVA family. She may
    say this in her testimony. Her father worked for TVA from the
    time it was created. She was personnel commissioner in my
    cabinet as Governor. She has always been a pioneer among women
    in our State. She has a broad background and brings a lot to
    the board.
        I also ought to say how much I respect the other nominees.
    Don DePriest I have known and known about for a long time. He
    has been interested in TVA for many years. Mike Duncan, I have
    known for a long time. He has a distinguished background. Mr.
    Thrailkill, I have not known as long, but I can't think of a
    stronger nominee from Alabama.
        So I am delighted that we are moving from a committee of
    good people to a part-time board, a modern governance structure
    and a full time chief executive officer to run the Nation's
    largest public utility. I expect the citizens of the Tennessee
    Valley and especially my State of Tennessee to benefit from
    that by having better incomes and cleaner air and a more secure
    future.
        Thank you, Mr. Chairman, for your courtesy.
        Senator Inhofe. Thank you, Senator Alexander.
        That completes our list that will be making comments about
    the TVA board. Any of you Senators who would like to stay here,
    you are certainly welcome. But we know you have other
    obligations. Anyone who wants to join the dais with us is
    certainly welcome to do so.
        Also, Senator Jeffords, we have Congressman Udall here. We
    don't want to sell Terrence Bracy short, because this is
    primarily TVA. But if Congressman Udall would like to come
    forward to make any comments about the nominee to the
    Foundation, you are welcome to do so.

      STATEMENT OF HON. MARK UDALL, U.S. REPRESENTATIVE FROM THE
                           STATE OF COLORADO

        Mr. Udall. Thank you, Senator Inhofe. I have a bevy of
    Congressmen out there to match the Senators that you had up
    here earlier.
        [Laughter.]
        Mr. Udall. I want to thank Senator Jeffords, my friends,
    Senator Thune and Senator Isakson, for holding the hearing
    today. I have a statement for the record, and I will just
    submit that if I might, and make a couple of comments about the
    Udall Foundation.
        Senator Inhofe. Of course. Without objection, your entire
    statement will be made a part of the record.
        Mr. Udall. Thank you, Senator.
        I am here to just express my strong support for Terry Bracy
    to continue on the Board of Trustees of the Udall Foundation. I
    think I speak for most of the Udall family, there are a lot of
    Udalls, so I can't claim I speak for every one of them. But we
    are all very pleased with what the Foundation has accomplished,
    and I know my father would be.
        The Foundation focuses on training Native American leaders
    to run their governments effectively and efficiently. It also
    works with environmental leaders across the spectrum.
        I think probably of real interest to this committee is the
    environmental mediation work that the Udall Foundation has been
    doing across the southwest. I think the model that it has been
    able to build is one that we could replicate around the
    country.
        So I wanted to take the time to come over here today to see
    how things are unfolding over here on this side of the Capitol,
    and in particular to express my gratitude to Terry Bracy. He
    has worked untold hours, unpaid, in a labor of love to keep the
    spirit of my father and his good work alive. With that, I would
    ask for his confirmation, and I appreciate the opportunity you
    are going to give him today to testify.
        Senator Inhofe. Thank you, Congressman Udall. We are all
    very grateful for what you and your family have done for
    America. Thank you so much for being here this morning.
        Mr. Udall. Thank you very much, Senator.

     OPENING STATEMENT OF HON. JAMES M. INHOFE, U.S. SENATOR FROM
                         THE STATE OF OKLAHOMA

        Senator Inhofe. We would ask now for the nominees to please
    take your place at the table. Let's see, I guess we have name
    tags here, so we will start with Mr. Bracy, you will be on the
    far right.
        First, I want to welcome all of our nominees here this
    morning. We have seven very well qualified nominees before this
    committee. Six have been nominated to serve on the TVA, as we
    heard during the introductions, on the TVA's board of
    directors. That is Dennis Bottorff, Robert Duncan--Mr. Duncan,
    let me ask you a question. Are you related to any of the
    Duncans, Jimmy Duncan and so forth?
        Mr. Duncan. Yes, we are distant cousins.
        Senator Inhofe. Oh, you are? Good. I served with both Jimmy
    Duncans and enjoyed it very much over on the other side.
        We have Susan Richardson Williams, Bill Sansom, Howard
    Thrailkill and Donald DePriest. We also have Terrence Bracy,
    who has been renominated to the position of the board of
    trustees of the Udall Scholarship Foundation. We have so many
    TVA nominees here today because we have restructured the TVA
    board. It was restructured not only to modernize it, the old
    structure was in place since 1933, but also because there have
    been ethical concerns in the past boards.
        Before we get into those issues, let me say that I have
    been very pleased with the current board, Bill Baxter, Skila
    Harris and the recently retired Glenn McCullough. They have all
    served the people very well and worked to serve the best
    interests of those in the Valley. I want to publicly voice my
    gratitude to them.
        But in the past, specifically during the tenure of Chairman
    Craven Crowell, from 1993 to 2001, there were serious ethical
    concerns. It is no secret that there was overwhelming evidence
    of cronyism, no-bid contracts and other shady dealings that we
    would all consider unethical, excessive and abuse of the
    office. The abuse was chronicled by many major publications,
    including the Los Angeles Times and Time Magazine.
        The TVA inspector general investigated the situation and
    called it, ``public perception of favoritism, lack of TVA
    oversight and controls which allowed certain consultants to
    make excessive profits, over-bill and sometimes be
    unaccountable for their services and charges.'' While the laws
    may not have been broken, this is characteristic of corrupt
    people that get into power and they have all this money that
    they have control over that belongs to the public, they all are
    very careful not to break any laws. But we know it is wrong.
        While the laws were not broken perhaps at that time, it is
    clear that these actions were unacceptable. Fortunately, new
    leadership at the TVA cleaned up the mess and the TVA was
    reformed. That reform continues today with the new board
    structure that is represented by these extremely qualified
    nominees.
        I bring up this ethical issue, not only as a warning to
    nominees, but also because my constituents in Oklahoma are
    facing something very similar today by the CEO of the Grand
    River Dam Authority, headed by a former State Senator, Kevin
    Easley. The GRDA was created by the Oklahoma legislature in
    1935, and is today very much Oklahoma's version of the TVA. It
    manages water systems and produces power for Oklahoma.
        Much like the TVA of a decade ago, Chairman Easley appears
    to have taken the route of using the GRDA and its customers, my
    constituents, I might add, for his own benefit and for the
    benefit of his political cronies.
        I have a special dog in this fight, in that my father-in-
    law, Glade R. Kirkpatrick, was in the State legislature,
    Senator Warner, many years ago, in the middle 1930s. He
    actually drafted the legislation that created the GRDA. He did
    so with the intent of the GRDA to serve the people in the
    interests of Oklahoma. Unfortunately, Chairman Easley appears
    to be using the people of Oklahoma to fill his appetite for
    luxury and excesses.
        Let me highlight a few examples of what has been alleged by
    those who know the GRDA very well. I ask you nominees to recall
    the TVA a decade ago and see what parallels you see. I think
    what I am about to describe to you would make an excellent
    book. However, it would have to be a novel, because no one
    would believe that it could be true.
        Let's start off with his creation of his new position.
    Chairman Easley, in his final term as State Senator, due to
    term limits, co-authored State legislation to overhaul the
    GRDA, removing the current board to provide for completely new
    appointments. This new board then hired Easley to serve as CEO,
    giving him a 3-year contract and a raise of $15,000. His salary
    is now above the annual salary set by State law and more than
    the Governor of Oklahoma makes.
        Let's be sure we understand that Chairman Easley's
    legislation, he legislatively created the job that he now
    holds. To pay for his excesses, he immediately started raising
    more money. Electrical rates went up, user fees went up in the
    lakes that were involved. Well, the legislative maneuvers
    through legislation sponsored by Chairman Easley, serving as
    the State Senator prior to his appointment as CEO, the GRDA was
    exempt from traditional State oversight, including the Open
    Records Act. That is comparable, I guess, I would say, on the
    Federal scale, to the Freedom of Information Act, FOIA.
        A total of nine pieces of legislation have been passed by
    Easley and colleagues since 2001, eroding the transparency and
    limitations of this State agency. But not to worry, don't
    worry, because there is oversight. Easley's own mother, State
    Senator Mary Easley, currently serves as the Vice Chairman of
    the State Senate Energy and Environment Committee, which has
    oversight over the GRDA. So Mama's going to watch his every
    move.
        Now, the unprecedented spending, never happened before,
    Chairman Easley purchased a $550,000 jet helicopter used by
    Easley and his friends for their own travel. Easley has
    purchased three boats since 2004, all valued over $50,000
    apiece. His third boat purchase was a $66,213 Cobalt, with a
    10-disc CD player and sharkskin cover that Easley assures will
    become part of the lake patrol fleet.
        Easley also purchased an $11,884 Sea-Doo. That is a little
    water toy that Senator Easley rides around the lake, I guess.
    All of these new purchases have never before been required for
    GRDA operations. Allegations of extravagance in entertainment
    and meals and travel have also been made. I say to my friends
    who are nominees here today, your past TVA Chairman Crowell and
    Mr. Easley have a lot in common: abuse of corporate aircraft,
    excessive compensation, no-bid contracts, and the list goes on
    and on.
        New office space, this is a good one here. You see, the
    GRDA, we have 77 counties in Oklahoma. They have jurisdiction
    in 24 counties. Oklahoma County, which is the county for
    Oklahoma City, is not one of those. GRDA has acquired a 2,200
    square foot new office in downtown Oklahoma City. This office
    is being leased at over twice the cost of what other State
    agencies are paying in rent. Although Easley originally
    reported to the press the total cost of renovation was $24,000,
    we now find out it has now exceeded $135,000 to date for the
    renovations. It is a real play palace located in a trendy club
    and entertainment Bricktown area of Oklahoma City. I would
    invite all of you to come and visit Oklahoma City and see this
    beautiful area of fun and games.
        The Bricktown area of Oklahoma City, this property is
    located above Hooters Restaurant and Bar, and next door to the
    Wild Coconut Tiki Lounge, a very appropriate location for a
    quasi-State agency to select to conduct its businesses. By the
    way, the new space is only going to accommodate one GRDA
    employee.
        Since becoming CEO, Easley has allegedly awarded no-bid
    sole source contracts to friends and colleagues for lobbying,
    marketing and personal services exceeding State limits for such
    expenditures. Whether or not any of these actions are in
    violation of the law is something that Oklahomans are looking
    into. What is not in question is the fact that a culture of
    ethical corruption has found a home at the GRDA in my State of
    Oklahoma.
        Just as with the TVA, I believe that only a change in
    leadership at the GRDA will bring about the cultural change to
    put it back in business of serving the people and out of
    business of the people serving the GRDA. You cleaned up your
    house, and now we need to clean up ours. Any time you have a
    gigantic budget, virtually no oversight, the temptation will be
    there. It is the insatiable appetite of unelected bureaucrats
    to spend money that is not theirs. You have corrected your
    problem at TVA, and we will do the same.
        So it is my hope that the new TVA board that is sitting
    here today will continue to make ethical behavior a top
    priority, and I am sure you have. I said earlier, at the
    beginning of this meeting, I say to my Senators who were not
    here at the time, I don't recall in the 20 years that I have
    been here ever seeing a more qualified group of nominees as the
    seven of you sitting before us today. We are honored to have
    you here, willing to share your time, your expertise, and your
    abilities to make this a greater country.
        With that, I will recognize the Ranking Minority Member,
    Senator Jeffords.
        [The prepared statement of Senator Inhofe follows:]

           Statement of Hon. James M. Inhofe, U.S. Senator from the
                               State of Oklahoma

        I want to welcome all of our nominees here this morning. Today, we
    have seven very qualified nominees before this committee: six have been
    nominated to serve on TVA's Board of Directors: Dennis C. Bottorff,
    Robert M. Duncan Sr., Susan Richardson Williams, Bill Samson, Howard
    Thrailkill, and Donald DePriest. We also have Terrence Bracy, who has
    been renominated to a position on the Board of Trustees at the Morris
    K. Udall Scholarship Foundation.
        We have so many TVA nominees here today because we have
    restructured the TVA Board. It was restructured, not only to modernize
    it--the old structure was in place since 1933 but also because there
    have been ethical concerns with past boards. Before we get into those
    issues, let me say that I have been very pleased with the current
    board; Bill Baxter, Skila Harris, and the recently retired Glenn
    McCullough--they have all served the people well and worked to serve
    the best interest of those in the Valley. I want to publicly voice my
    gratitude to them. But in the past, specifically during the tenure of
    Chairman Craven Crowell from 1993 to 2001, there were serious ethical
    concerns. It's no secret that there was overwhelming evidence of
    cronyism, no bid contracts, and other shady dealings that we would all
    consider unethical, excessive, and abuse of the office. The abuse was
    chronicled by many major publications, including the Los Angeles Times
    and Time Magazine. The TVA Inspector General investigated the situation
    and called it ``public perception of favoritism'' and there was ``lack
    of TVA oversight and controls which allowed certain consultants to make
    excessive profits, overbill and sometimes be unaccountable for their
    services and charges.'' While laws may not have been broken, and it is
    certainly characteristic of the unethical to be very careful and try
    not to break the law, but it is clear that these actions were
    unacceptable. Fortunately, new leadership at TVA cleaned up the mess
    and the TVA was reformed. And that reform continues today with the new
    board structure that is represented by these extremely qualified
    nominees.
        I bring up this ethical issue, not only as a warning to the
    nominees, but also because my constituents in Oklahoma are facing
    something very similar today by the CEO of the Grand River Dam
    Authority, former State Senator Kevin Easley. The GRDA was created by
    the Oklahoma Legislature in 1935 and is today very much Oklahoma's
    version of the TVA. It manages water systems and produces power for
    Oklahoma. And much like the TVA of a decade ago, Chairman Easley
    appears to have taken the route of using the GRDA and its customers, my
    constituents, for his own benefit and for the benefit of his political
    cronies. I have a special dog in this, my father-in-law, Glade R.
    Kirkpatrick, wrote the legislation to create the GRDA and he did so
    with the intent of the GRDA to serve the people and interest of
    Oklahoma. Unfortunately, Chairman Easley appears to be using the people
    of Oklahoma to fill his appetite of luxury and excess. Let me highlight
    a few examples of what has been alleged by those who know the GRDA very
    well. And I ask you nominees to recall the TVA a decade ago. This would
    be a great book, but it would have to be a novel because no one would
    believe it.
        Chairman Easley, in his final term as State Senator due to term
    limits, co-authored State legislation that overhauled the GRDA removing
    the current board to provide for completely new appointments. This new
    board then hired Easley to serve as CEO giving him a 3-year contract
    and a raise of $15,000. His salary is now above the annual salary set
    by State law, and more than the Oklahoma Governor makes. Let's be sure
    we understand Chairman Easley legislatively created a job for himself
    to pay for his excesses the first thing he did was to raise rates and
    fees.
        Through legislation sponsored by Chairman Easley serving as a State
    Senator prior to his appointment as CEO, the GRDA was exempted from
    traditional State oversight including the Open Records Act. A total of
    nine pieces of legislation have been passed by Easley or colleagues
    since 2001, eroding the transparency and limitations of this State
    agency. But not to worry, there is oversight. Easley's own mother,
    State Senator Mary Easley, currently serves as the Vice-chairman of the
    State Senate Energy and Environment Committee which has oversight of
    the GRDA. And Mama's watching his every move.
        Chairman Easley purchased a $550,000 jet helicopter used by Easley
    and his friends for their own travel. Easley has purchased three boats
    since 2004 all valued at over $50,000. His third boat purchase was a
    $66,213 Cobalt with a 10-disc CD player and a sharkskin cover that
    Easley assures will ``eventually'' become part of the lake patrol
    fleet. Easley also purchased an $11,884 Sea Doo now that's a little
    water toy that he rides. All of these new purchases have never before
    been required for GRDA operations. Allegations of extravagant
    entertainment, meals, and travel have also been made. So, I say to my
    friends who are nominees here today, your past TVA Chairman Crowell and
    Mr. Easley have a lot in common. Abuse of corporate aircraft, excessive
    compensation, no-bid contracts, and the list goes on.
        Now, how about this one: GRDA has acquired a 2,200 square foot new
    office in downtown Oklahoma City. GRDA serves 24 counties in Oklahoma--
    Oklahoma County is not one of them. This is the first time GRDA has
    ``needed'' an office in Oklahoma City. This office is being leased at
    over twice the cost of what other State agencies are paying in rent.
    Although Easley originally reported to the press the total cost of the
    renovation to be $24,000, GRDA has spent over $135,000 to date for the
    renovations. It's a play palace located in the trendy club and
    entertainment, Bricktown area of Oklahoma City located above Hooters
    restaurant and bar and next to the Wild Coconut Tiki Lounge. A strange
    location for a quasi-State agency to select for conducting the business
    of its rate payers, don't you think? By the way the new space will
    office only one GRDA employee.
        Since becoming CEO, Easley has allegedly awarded no-bid, sole
    source, and inflated contracts to friends and colleagues for lobbying,
    marketing, and personal services--exceeding State limits for such
    expenditures.
        Whether or not any of these actions are in violation of the law is
    something that Oklahomans are looking into, but what is not in question
    is the fact that a culture of ethical corruption has found a home at
    the GRDA.
        Just as it was with the TVA, I believe that only a change in
    leadership at the GRDA will bring about the cultural change to put it
    back in business of serving the people and out of the business of the
    people serving the GRDA. You cleaned up your house, now we need to
    clean up ours. Any time you have a gigantic budget with virtually no
    oversight, the temptation will be there. It's the insatiable appetite
    of unelected bureaucrats to spend the public's money on themselves. You
    have corrected your problem at TVA, we need to do the same. It is my
    hope that the new TVA board, who is sitting here today, will continue
    to make ethical behavior a top priority.
        Again, I want to thank the nominees for being here today and I look
    forward to getting you all confirmed and serving the interests of this
    country.

    OPENING STATEMENT OF HON. JAMES M. JEFFORDS, U.S. SENATOR FROM
                          THE STATE OF VERMONT

        Senator Jeffords. Thank you, Mr. Chairman, for that very
    interesting introduction.
        Welcome to all of you and your families. I would like to
    thank each of the nominees here today for their commitment to
    public service. One of our finest public servants, especially
    in serving to protect our environment, was Mo Udall, a good
    friend of mine. He gave us so much inspiration and wisdom, and
    encouraged us to be better environmental stewards. He is
    greatly missed, but still very much remembered. The Foundation
    that bears his name is a tribute to Mo and a living legacy that
    will promote environmental education and preservation for
    generations.
        Mr. Bracy, I am sure you are very proud to serve on the
    board. And Mo would be proud of you for your service and your
    work in keeping his name synonymous with environmental
    responsibility. With these new nominees at the helm, the TVA
    needs to continue to provide its core product, wholesale
    electric power, competitively, with efficiency and reliability.
    The TVA needs to set a standard for public responsibility
    against which private companies can be measured. That standard
    needs to include better environmental and fiscal
    responsibility.
        In 1998, the TVA unveiled a new clean air strategy to
    reduce the pollutants that cause ozone and smog. Modern
    equipment investments will help States and cities in the
    Tennessee Valley meet new, more stringent air-quality standards
    while providing greater flexibility for industrial and economic
    growth in the region. But the TVA should do more than be
    focused on a technological solution. The TVA should also be
    increasing the use of renewables and enhancing its commitment
    to energy efficiency.
        I look forward to hearing from all of the nominees and
    learning how they see the future for the organization under the
    new board structure. Thank you, Mr. Chairman.
        [The prepared statement of Senator Jeffords follows:]

          Statement of Hon. James M. Jeffords, U.S. Senator from the
                                State of Vermont

        Welcome to all of you and your families. I would like to thank each
    of the nominees here today for their commitment to public service.
        One of our finest public servants, especially in serving to protect
    our environment, was Mo Udall. He gave us so much inspiration and
    wisdom, and encouraged us to be better environmental stewards. He is
    greatly missed, but still very much remembered. The Foundation that
    bears his name is a tribute to Mo and a living legacy that will promote
    environmental education and preservation for generations.
        Mr. Bracy, I am sure you are very proud to serve on the Board of
    the Udall Foundation, and Mo would be proud of you for your service and
    your work in keeping his name synonymous with environmental
    responsibility.
        With these new nominees at the helm, the TVA needs to continue to
    provide its core product--wholesale electric power--competitively,
    efficiently and reliably. The TVA needs to set a standard for public
    responsibility against which private companies can be measured.
        That standard needs to include better environmental and fiscal
    performance. In 1998, the TVA unveiled a new clean-air strategy to
    reduce the pollutants that cause ozone and smog. Modern equipment
    investments will help States and cities in the Tennessee Valley meet
    new, more stringent air-quality standards while providing greater
    flexibility for industrial and economic growth in the region. But the
    TVA can and should do more than be focused on a technological solution.
    The TVA should also be increasing its use of renewables and enhancing
    its commitment to energy efficiency.
        I look forward to hearing from all of the nominees and learning how
    they see the future for the organization under the new board structure.

        Senator Inhofe. Thank you, Senator Jeffords, for that
    excellent statement.
        I would call upon my members to see if there are any other
    opening statements.
        Senator Isakson.

    OPENING STATEMENT OF HON. JOHNNY ISAKSON, U.S. SENATOR FROM THE
                            STATE OF GEORGIA

        Senator Isakson. Thank you, Mr. Chairman.
        I have a complete statement for which I would like to ask
    unanimous consent be submitted for the record.
        Senator Inhofe. Without objection.
        Senator Isakson. I want to welcome the board members. I
    have had the time to read the resumes of each. They are
    extremely qualified and I am going to be delighted to vote for
    them in committee.
        I will, however, Mr. Chairman, I want to tell you and
    Senator Frist, ask for, before we go to the floor, we need to
    hold for a second to take a look at some issues that have been
    raised to me and that I have raised with some of the other
    members, including the discussion I had a long time ago, some
    time back, with my distinguished friend from Tennessee, Senator
    Alexander. This legislation is great legislation. It creates a
    nine-member board, seven of which have to be from States served
    by the TVA, two may be from the outside. It is a five-member
    staggered board, which is exactly what you need to ensure you
    don't get stale and you have some continuity of knowledge, but
    you also have new blood.
        But it does not necessarily ensure that all the people
    served by TVA will in fact be represented on a board of
    directors. Going from a three-member executive committee to a
    nine-member board of directors portends that the oversight that
    the board will provide will be much like that of the oversight
    of a corporation to a full-time CT, CEO and its employees.
        I want to submit also for the record TVA's Web site, its
    references to my State of Georgia that are on that Web site,
    which include the fact that 130,000 households in my State, 10
    of the fastest growing counties in my State, 15,000 surfeit
    acres of water and 300 miles of shoreline are TVA properties in
    the State of Georgia. My predecessor, Zell Miller, in fact,
    introduced legislation a couple of years ago in anticipation of
    this event, trying to find a way to ensure that all the States
    would have, over time, representation on the TVA board since
    its going to a board of directors type of system.
        So Mr. Chairman, I am going to ask you, in your kindness,
    and the leader, if they will, to discuss with me before we go
    to the floor on this final confirmation, ways that we can
    ensure that States like Virginia, North Carolina and Georgia,
    who are three of the seven members served by TVA who are not
    represented on the board might know that over time there would
    be a way to ensure equity of representation of those States
    that are served.
        My desire to do this is no reflection at all on the
    quantity and the content of this distinguished panel. They are
    outstanding. I also recognize there is one other appointee left
    to come, but I understand that is probably going to be someone
    from within the four States that are represented here as well.
        So on behalf of the State of Georgia that I represent and
    the almost half million people served in my State by the TVA, I
    think it is important as we go to this great mechanism of
    representation for TVA that we look to the future to ensure
    that all the citizens served are over time or in method
    represented equitably on the TVA board. I thank the Chairman
    for the time.
        [The referenced document may be found on pages 152-153.]
        [The prepared statement of Senator Isakson follows:]

       Statement of Hon. Johnny Isakson, U.S. Senator from the State of
                                    Georgia

        Thank you, Chairman Inhofe, for holding this hearing. Today we
    undertake one of the most important roles we have as Senators, the role
    of ``advise and consent''. I appreciate the opportunity to hear from
    all the nominees.
        I will, however, today focus my remarks on the nominees for the
    Tennessee Valley Authority Board, and specifically on the lack of
    diversity in representation amongst that board. Mr. Chairman, some
    months back I met in my office with Tom Kilgore, the president and
    chief operating officer of the TVA. During that meeting, I expressed to
    him my wish that the TVA diversify its board, to include a Georgian.
    Mr. Chairman today we have 6 nominees before us and as we speak the
    White House is currently in the process of selecting a 7th nominee,
    which I have been told from sources familiar with the process will also
    be from Tennessee. Each of the nominees before us is well qualified,
    but yet again my State of Georgia is not represented on the board. In
    fact, the State of Georgia has never been represented on the TVA board.
    This current board also does not represent the States of North
    Carolina, Virginia, and Mississippi which are all part of the TVA
    territory. This is extremely disappointing.
        Mr. Chairman, I would like to submit for the record a document that
    my staff printed off the TVA Web site. This document is entitled ``TVA
    in Georgia'', and is a fact sheet for the year 2004 which I presume is
    the latest data available to the TVA. On this sheet it says the
    following:
        ``Distributors of TVA power sold nearly 1.9 billion kilowatt-hours
    to more than 123,000 households located in 10 north Georgia counties.''
        If we assume that each household houses on average three
    individuals, which I believe is a fair assumption, then that equals
    369,000 constituents of mine who rely on TVA and yet have never been
    given a voice on their board.
        Today I am giving them that voice.
        Mr. Chairman, it is my intention to introduce legislation to expand
    the TVA board to 13 part-time members and to add a requirement that of
    these 13 members at least 1 member from each State in the TVA service
    area must be on that board.
        I am sure that each of these members is well qualified, Mr.
    Chairman, and I will vote to move them out of committee when given the
    chance. However, I will place a hold on their nominations until I am
    given the opportunity by Senate Leadership to explore my options
    through legislation or amendments to expand the board to expand the
    board to include individuals from each State in the TVA.
        Thank you Mr. Chairman, I yield back my time.

        Senator Inhofe. Certainly I say to my friend, Senator
    Isakson, I give you that commitment, and I would hope that in
    your opening statements, some of you may address some of the
    concerns that were expressed by Senator Isakson.
        We are honored to have the Senator with the most seniority
    on this committee, who would be Chairman except that he is
    Chairman of the Senate Armed Services Committee, and I am very
    grateful for that, here with us today, Senator Warner.

    OPENING STATEMENT OF HON. JOHN W. WARNER, U.S. SENATOR FROM THE
                        COMMONWEALTH OF VIRGINIA

        Senator Warner. Thank you, Mr. Chairman.
        All of us spend lots of time listening around here, but I
    really enjoyed your opening statement and indeed, that of the
    Ranking Member. I think you said it all, and there is little
    left for me to add. But in following Senator Isakson's
    observation that our two States are left out of the
    representation, I noticed, having studied the distinguished
    resumes of all of you--and thank you for stepping forward as
    public servants.
        Mr. Bottorff, you were in our State for some time. So we
    feel that we are going to be represented. Would you kindly
    acknowledge, the recorder does not put into the record that you
    are nodding yes.
        [Laughter.]
        Mr. Bottorff. Yes sir. I will acknowledge I had the good
    fortune to serve as the president of one of Virginia's major
    banks for 4 years. I also want to say that both of my sons were
    educated in Virginia's schools. One at the University of
    Virginia and the other attended Norfolk Academy. Both received
    excellent education and I feel privileged to have lived in
    Virginia.
        Senator Warner. I think, Senator Isakson, Virginia is
    represented on this board.
        [Laughter.]
        Senator Warner. Perhaps at your convenience some day, you
    will take a look at the rate structure as it has been applied
    to my State, and I think possibly yours, where the rates are
    really not commensurate with the rural cooperative rate
    structure. We have a very fine, well-integrated rural
    cooperative network in our State.
        Then the publicly owned power companies, again, it is just
    not what I would call a reasonable explanation of why the TVA
    rates should be so far afield of those two indices. So take a
    look at that, if you would, early on in your work.
        It is refreshing to see how legislation in the Congress can
    engender and produce such an extraordinary panel as this to go
    in and correct the alleged wrongs of an institution which
    really goes back to the early days of our Republic, in many
    ways. This was the first of its type. Thank you very much.
        I see our good colleague here, have you further to say, my
    dear friend?
        Senator Alexander. No, thank you. I have had my say and I
    am here to listen.
        Senator Warner. Thank you. Thank you, Mr. Chairman.
        Senator Inhofe. Thank you, Senator Warner.
        We have a required question for all of you to answer, and
    if you would respond audibly. Are you willing to appear at the
    request of any duly constituted committee of Congress as a
    witness?
        [Witnesses respond in the affirmative.]
        Senator Inhofe. Let the record reflect they all responded
    in the affirmative.
        Do you know of any matters which you may or may not have
    thus far disclosed that might place you in any conflict of
    interest if you are confirmed in this position?
        [Witnesses response in the negative.]
        Senator Inhofe. Let the record reflect they all answered in
    the negative.
        We will start off with you, Mr. Bracy and then we will work
    our way down. I would like to invite you to recognize any
    members of your families who may be here today prior to your
    opening statement. I would ask that you confine your statement
    to 5 minutes, since we have so many of you here. The rest of
    your statement will be included as part of the record.

    STATEMENT OF TERRENCE L. BRACY, NOMINATED TO BE A MEMBER OF THE
       BOARD OF TRUSTEES OF THE MORRIS K. UDALL SCHOLARSHIP AND
         EXCELLENCE IN NATIONAL ENVIRONMENTAL POLICY FOUNDATION

        Mr. Bracy. Mr. Chairman, thank you very much. Let me point
    to my wife, Nancy, my son, Michael and my oldest granddaughter,
    Eliza.
        Senator Inhofe. Welcome, Eliza.
        Mr. Bracy. She wants to be a Senator some day.
        Mr. Chairman, you have a lot of witnesses here, and with
    the TVA board in attendance and our mediation operation at the
    Foundation, I view this as a marketing opportunity. But in any
    event, let me say that we really appreciate, on behalf of the
    Udall Foundation, the relationship that we have had with this
    committee, the help and the direction we have received from the
    members and the staff, and the participation in our Native
    American internship program. In your case, Senator Inhofe, you
    were one of the first to take our interns when you were in the
    House. It has become a highly regarded and much sought after
    program in Indian country.
        The long and short of it is that we started off as a
    scholarship foundation, much like the Truman and the Goldwater.
    It has been a very successful scholarship program. Over the
    last 10 years we have given 1,107 academic awards. We are very
    proud of that program. It continues to grow.
        The second job Congress gave us was to set up a graduate
    school for tribal leaders. In the era of self-governance,
    Tribes lacked many of the governance skills needed to suceed.
    We were asked to organize a graduate school for tribal leaders,
    which we have done with in partnership with the University of
    Arizona, which has the largest Indian studies department in the
    country and the Harvard Project on American Indian Economic
    Development. In the last 5 years, more than 1,700 tribal
    executives and leaders have enrolled in our executive education
    programs. We are very proud of that. NNI is thought of as the
    best in the country.
        Finally, and most relevant to this committee, you have
    twice passed legislation creating at first what we all viewed
    as an environmental mediation center in the Federal Government.
    We were happy to take this job on. We didn't really know what
    we had.
        In retrospect, we just had no idea what the market for this
    service was. It has just been enormous. We have been involved
    in hundreds of cases throughout the country, from the
    Everglades to the Hawaiian coral reefs. It is a very quiet
    Agency. We have 24 full-time staff working for us in Tucson,
    kind of hidden away from the cross-currents of politics. We
    have some 260 qualified private mediators from all over the
    country on our Roster, which serves as a resource to us and to
    other agencies looking for mediators with whom to contract.
        You reauthorized the program and increased our resources
    reasonably. It is running extremely well. All I can tell you
    about the mediation program is that there is more business than
    we can handle. We are very grateful to this committee. Senator
    Chafee was one of the guiding hands originally, as was Senator
    McCain and others who serve on this committee, particularly,
    Senator Jeffords. We are very proud of that program. It is an
    amazing program. I would encourage you, far beyond my tenure or
    our board's tenure, to continue and work with it.
        My final appeal is to remind the committee that I don't do
    this alone. We have a group of core trustees who have served at
    no cost, Anne Udall, Mike Rappoport, and Eric Eberhard, who
    head our committees and work tirelessly. I hope that their
    nominations will soon come before this committee. Thank you
    very much.
        Senator Inhofe. Thank you very much, Mr. Bracy.
        Mr. Bottorff.

     STATEMENT OF DENNIS BOTTORFF, NOMINATED TO BE A MEMBER OF THE
          BOARD OF DIRECTORS OF THE TENNESSEE VALLEY AUTHORITY

        Mr. Bottorff. Mr. Chairman, members of this committee,
    thank you very much for the opportunity to appear before you
    today. This is indeed an honor for me to be considered for the
    TVA board. I also want to thank the President, President Bush,
    for nominating me. I want to acknowledge my fellow Tennesseans,
    Senator Lamar Alexander, and Senator Bill Frist, for their
    confidence, encouragement and support.
        Most of my life, my adult working life, I have spent in the
    private sector, 32 years of which were in commercial banking.
    As Senator Warner mentioned, 4 of those years were in the State
    of Virginia, where I had the good fortune of being president of
    one of Virginia's banks. I retired from commercial banking
    about 5 years ago. After doing so, I became a venture
    capitalist.
        During that time period, I really had no time for public
    service. The banking career did afford me some time for
    community service on a number of not-for-profit boards. The
    situation has been changing recently. In the State of
    Tennessee, I was given the opportunity to serve as the
    inaugural chairman of an instrumentality of the State of
    Tennessee, the Tennessee Educational Lottery. That occurred 2
    to 3 years ago. I will say, that experience in public service
    has been rewarding, but also very challenging, to be part of a
    quasi-public organization, not unlike what I view the Tennessee
    Valley Authority to be.
        We had a very successful launch of the lottery in
    Tennessee. All of the net proceeds goes for education. We have
    been able to fund all of the scholarships for all the qualified
    students and students' applications for college in Tennessee
    have gone up by 6 to 7 percent, stimulated by the scholarships
    available. So it has been, as I said, very rewarding to see the
    affordability of and the accessibility to higher education
    increase for the children of Tennessee.
        If confirmed, I do welcome this opportunity for a chance to
    be more involved in public service as a member of the Tennessee
    Valley Authority Board of Directors. In studying the basic
    mission of TVA, I am enthused about its mission. I am enthused
    about the opportunity to accomplish that mission and the impact
    that will have on economic development and the quality of life
    of people in the region. Those two themes are the two focuses
    of community and more recently, public service to which I have
    been attracted.
        As I begin to look at the strategic challenges facing TVA,
    I recognize full well the importance from transitioning from
    the operating board system to a policy board system: the more
    modern governance system that we would see today in much of
    corporate America. I am hopeful that my service on numerous
    boards, private sector boards, not-for-profit boards, and more
    recently quasi-public boards, can be helpful to my fellow team
    members here, today and those already serving on the board to
    navigate that journey. It is a difficult journey to go from an
    operating board to a policy board.
        So Mr. Chairman, members of this committee, and members of
    the Senate, I am willing to serve on the TVA board if
    confirmed. What I assure you is I will do so with energy, with
    commitment, and with sound stewardship.
        Senator Inhofe. Thank you very much, sir.
        Mr. Duncan.

      STATEMENT OF ROBERT DUNCAN, NOMINATED TO BE A MEMBER OF THE
          BOARD OF DIRECTORS OF THE TENNESSEE VALLEY AUTHORITY

        Mr. Duncan. Thank you, Mr. Chairman. I appreciate the kind
    remarks from Senator McConnell and Senator Bunning and also
    Senator Alexander on my nomination. I also appreciate the
    support of other members of the Kentucky delegation.
        I thank President Bush for nominating me to the Tennessee
    Valley Authority board. I am honored that the President chose
    me for this very challenging position. I would like to
    recognize the help that we have received from your staff, Mr.
    Chairman, and Senator Jeffords, from your staff, in the hearing
    today and also the TVA staff in preparing us for this.
        Mr. Chairman and Senators, as a young boy growing up in
    east Tennessee near the Tennessee-Kentucky border, I never
    imagined that I would one day appear before a Senate committee
    as a Presidential nominee. Being here today is a highlight in
    my life. I was born in a clinic served by the Tennessee Valley
    Authority, attended a two-room school provided power by the
    TVA, and observed first-hand during the 1950s and 1960s the
    difference that the Tennessee Valley Authority made in people's
    lives.
        My father still lives in Scott County, TN, where
    Congressman Duncan and his father originated. Although I do not
    live in the part of Kentucky that is served by the Tennessee
    Valley Authority, I have a historic appreciation for the role
    that TVA has played in the region.
        I have chosen to spend my life in rural Appalachia, and I
    am fortunate to have been involved in community and economic
    development at many different levels. My background enables me
    to appreciate TVA's primary mission of generating and
    transmitting safe, reliable and affordable power while
    respecting the environment and promoting economic development
    in the region. My decades of experience as a community banker
    provide a perspective in analyzing TVA's operation and
    financial efficiencies. I am pleased to see that TVA has an
    emphasis on financial flexibility through debt reduction. All
    financial issues must be viewed of course through the lens of
    changing competition.
        The electric utility industry is constantly restructuring,
    and TVA's 158 power distributors, customers, 61 directly served
    industries and Federal agencies are constantly, as they should
    be, looking for lower cost power. Addressing the need to create
    clean and safe power is very important. Meeting clean air
    standards is essential. I applaud TVA for its continued
    investment in modification to the coal-fired plants. I am
    confident that TVA can be a leader in environmental
    stewardship.
        As an attorney, I read most of the recent amendments to the
    TVA Act mandating sweeping change as a mandate for management
    change. I embrace the enumerated duties that the board is to
    undertake and, if confirmed, my obligation is to establish
    broad goals, objectives and policies while developing long
    range plans.
        Arguably, the most important thing that we will do is to
    hire a chief executive officer with senior level experience and
    hold him or her accountable. To paraphrase President Bush,
    being considered for this position is not the ambition of a
    lifetime, but it is the opportunity of a lifetime. I promise
    that if confirmed, I will make the most of the opportunity by
    balancing the needs of the country, the Tennessee Valley
    residents and communities in which they live.
        I look forward to answering the committee's questions today
    and, if confirmed, to working with each of you to ensure the
    success of the Tennessee Valley Authority. Thank you, Mr.
    Chairman.
        Senator Inhofe. Thank you, Mr. Duncan.
        Ms. Williams.

       STATEMENT OF SUSAN RICHARDSON WILLIAMS, NOMINATED TO BE A
       MEMBER OF THE BOARD OF DIRECTORS OF THE TENNESSEE VALLEY
                               AUTHORITY

        Ms. Williams. Good morning. I am honored to be here today,
    as well as the rest of my colleagues, as one of President
    Bush's nominees to the board of the Tennessee Valley Authority.
    I am very grateful to the Tennessee Senator, Senator Alexander,
    whom I have known for many years, longer than each of us would
    like to remember, I am sure, and to Senator Frist, for their
    support. To Congressman Duncan, my Congressman, Congressman
    Gordon, who came over this morning, as well.
        Mr. Chairman, members of the committee, I really do
    appreciate the opportunity to be here today and to appear
    before you. The woman you see here today has been shaped and
    molded by the Tennessee Valley Authority. I grew up in
    Savannah, TN. It is a small town in rural west Tennessee on the
    banks of the Tennessee River.
        My father, that Lamar mentioned, worked his entire life for
    TVA, 45 years, to be exact. Most of it at Pickwick Dam, which
    is near Savannah. He was a senior operator, he worked in the
    plant. He worked shift work. He belonged to the International
    Brotherhood of Electrical Workers. He bought Series E savings
    bonds every single month through TVA for my sister and me so we
    could go to college.
        I can only imagine what he would think if he were here
    today to see his daughter nominated for this position. I am a
    daughter of the Tennessee Valley, and I consider it an
    incredible honor to serve on the board.
        Having this background and knowledge of the Tennessee
    Valley I think gives me a unique perspective on the history and
    on the mission of the Tennessee Valley Authority. I appreciate
    what TVA has done for the people of the Valley. I also
    recognize that there are challenges facing the new board. I can
    tell you that I will work hard to understand the challenges and
    make determinations based on sound research and careful
    thought.
        I have served on the University of Tennessee's board of
    trustees for almost 11 years. We obviously have had a lot of
    challenges there including large budgets. We have had many
    other very, very good challenges over the past several years.
    It has been an interesting experience.
        I have run a State government agency that oversaw 40,000
    employees. I have been in the private sector. I have spent 35
    years in the public and private arenas in my career. I feel
    like my work, my life's experiences and my knowledge of the
    TVA, I think I can make a valuable contribution to the board,
    if you choose to confirm me.
        I really appreciate the opportunity to be here before you.
    I do consider it an honor, and I ask for your confirmation. I
    look forward to the questions. Thank you.
        Senator Inhofe. Thank you, Ms. Williams.
        Mr. Sansom.

     STATEMENT OF WILLIAM SANSOM, NOMINATED TO BE A MEMBER OF THE
          BOARD OF DIRECTORS OF THE TENNESSEE VALLEY AUTHORITY

        Mr. Sansom. Thank you, Mr. Chairman. I am also honored to
    be here today and thank you for your time to listen to us and
    consider our nomination for this board. I also want to thank
    Senator Alexander and Senator Frist for their confidence and
    encouragement. I worked for Lamar for almost 5 years, and I
    know him well. I hope I can perform this job so you can still
    be proud, Senator.
        By the way, Senator Isakson, I want to respond, because the
    Chairman asked that we respond to your comments, I have about
    100 employees in Georgia, I own property in Georgia. I hope my
    100 employees in Georgia think I represent them. So I hope I
    can help represent you on the TVA board and also make you
    proud.
        Anyway, I grew up in Tennessee. I also dredged sand and
    gravel in the TVA lakes and river. I have been in the towing
    business on the river. I recognize the importance of the river
    system and its value to the Tennessee Valley and the whole
    region. I will continue to work, if confirmed on this board, to
    make your decision to change this board a wise decision. I
    think you have done a great thing doing this, and I think I
    have gotten to know these colleagues here in the last couple of
    days. I look forward to working with them and I will give you
    some time back.
        Thank you for your consideration.
        Senator Inhofe. Thank you, Mr. Sansom.
        Mr. Thrailkill.

    STATEMENT OF HOWARD THRAILKILL, NOMINATED TO BE A MEMBER OF THE
          BOARD OF DIRECTORS OF THE TENNESSEE VALLEY AUTHORITY

        Mr. Thrailkill. Thank you, Mr. Chairman. It is a great
    privilege for me to appear before you and the distinguished
    members of this committee as you consider my nomination for the
    Tennessee Valley Authority board of directors.
        In that regard, I also want to express my gratitude to
    Senator Richard Shelby, Senator Jeff Sessions and Congressman
    Bud Cramer, who have encouraged me to come before you today. I
    would also like to acknowledge a new friend whose thought about
    the future of TVA I have quickly gained so much respect for,
    and that is Senator Lamar Alexander.
        Finally, I must also acknowledge my wife, Donna Thrailkill,
    who offers her support by her presence at these proceedings.
        Mr. Chairman, I deeply respect the heightened importance of
    this particular confirmation hearing, the first to consider
    seating a restructured board of directors under broad
    amendments to the TVA Act that you have enacted. It is also the
    first following the signing of the Energy Policy Act of 2005
    after so many years of debate. Therefore, I am mindful of the
    formidable obligation and responsibility I must shoulder if you
    choose to confirm my nomination.
        If you do, you can rely upon my applying the full measure
    of my ability, background and experience for this endeavor. In
    my view, Congress has given TVA an historic opportunity to
    renew and to transform itself. You have pointed the way to a
    new horizon. The newly established board will now bear the
    responsibility for implementation of your vision, and you
    should hold us accountable for doing so.
        Having met individually with each of the other current
    nominees and the two incumbent board members, I commend them to
    you and look forward to serving with them. Upon your
    confirmation, I am convinced this board has the breadth of
    knowledge and experience to move aggressively and to begin
    meeting your expectations. With their business acumen and
    maturity, I am confident they will move in a financially and
    socially responsible fashion as well.
        Working together, I believe this board can guide TVA to
    achievement of new standards of excellence in the delivery of
    clean, low-cost, reliable electric power to its customers. TVA
    should accept nothing less than becoming best of class in this
    Nation.
        As TVA crafts its future along the path you have charted,
    it is clear to me that the innovative application of technology
    will be critical to TVA's success. As a practical matter, no
    other approach will power continued economic development in the
    Tennessee Valley, while simultaneously meeting ever tighter,
    more stringent environmental standards for air and water
    quality.
        Technology is also fundamental to TVA's delivering electric
    service to its customers at lowest cost and highest
    reliability. There are simply no practical alternatives in my
    mind that don't introduce downside consequences that are
    unacceptable, in my view. In this environment, I believe my
    background as an engineer, technologist and business executive
    could provide important balance and perspective that will
    augment the backgrounds of the other board members.
        Throughout my career in private enterprise, organizations I
    have headed were built around large, complex engineering teams
    and programs not unlike those that TVA must undertake to
    succeed. There is little doubt that the new board will be
    called upon to endorse many complex, costly programs whose
    success hinges upon correct assessment of technical and
    financial alternatives. For more than three decades, that has
    been the nature of my work. I offer that experience and
    expertise to this effort without reservation.
        In closing, I would like to affirm my love for the
    Tennessee Valley and the natural beauty of its rivers, lakes,
    hills and valleys. Even though my wife and I moved to Alabama
    from a home near the Columbia River Basin in Oregon, we have
    found a river basin managed by TVA to be no less stunning and
    fragile. On many occasions, traveling around the area, I have
    simply pulled over and marveled at the incredible vistas we
    have in our Valley.
        If confirmed, I pledge my strong support of TVA's continued
    program of environmental stewardship and responsible management
    of the Tennessee River system and resources.
        Mr. Chairman, I am energized by the prospect of service as
    a member of TVA's board of directors during this critical
    period, when energy service providers are moving in new
    directions, thank goodness. I firmly resolve that the new TVA
    can be and will be worthy of its heritage.
        Thank you for your consideration.
        Senator Inhofe. Thank you, Mr. Thrailkill.
        Mr. DePriest.

     STATEMENT OF DONALD DePRIEST, NOMINATED TO BE A MEMBER OF THE
          BOARD OF DIRECTORS OF THE TENNESSEE VALLEY AUTHORITY

        Mr. DePriest. Thank you, sir.
        Mr. Chairman, members of the committee, there is probably
    no greater honor than to be asked by the President to serve the
    Nation. As President Bush's nominee as a director of the
    Tennessee Valley Authority, I am thankful for the opportunity
    to serve. Mississippi's two marvelous Senators, Thad Cochran
    and Trent Lott, have been unwavering in their support and
    encouragement, and I will be forever grateful to them.
        I must also acknowledge my friend, Senator Alexander, of
    many years, and the support that I have received from Senator
    Frist. Congressmen Wicker and Pickering and Governor Barbour
    have also offered their assistance and advice. It is generous
    of you and the committee to act on these nominations as
    promptly as you have, and I deeply appreciate your kindness.
        TVA has been important to me for my entire life. I can
    remember the day at age 6 when electricity was first turned on
    at our house in the country near Dyer, TN. The establishment of
    this great institution transformed an impoverished region into
    a flourishing and wonderful part of the world. I will do my
    part, if confirmed, to see that the Tennessee Valley Authority
    continues its mission in an ever-improving way.
        I have lived in Columbus, MS since 1963. I moved there from
    Memphis to open an industry that continues to operate today and
    which depends on the reliable, low-cost electric power that is
    provided by TVA's distributor, Columbus Light and Water. I came
    to Mississippi from Tennessee, where I am the seventh
    generation of my family in the great Volunteer State. Gibson
    County Electric Membership Cooperative, now Gibson Electric,
    was formed and chaired by my uncle, Charles Garner, for 40
    years. So I have a legacy to fulfill and continue and improve
    TVA's service.
        TVA, as you know, is the largest power generator in the
    Nation and must continue to produce large quantities of low-
    cost, reliable and clean power. It is a mammoth enterprise that
    requires prudent management and financial integrity. It has a
    unique capacity to control its own rates and funding sources
    and operates primarily like a private enterprise with a public
    purpose.
        In expanding the board of directors and creating the chief
    executive officer, Congress has restructured TVA to meet the
    challenges of a growing organization in the power generation
    industry. We should keep in mind that TVA is not just an
    enterprise, but a leader in electric power and it carries with
    its power generation mission the important task of aiding
    economic development in the TVA area. This arm of TVA is
    critical to America's future. This role means that TVA must
    accommodate shifting trends for this industry, promote
    employment of citizens within its area, advance technological
    development and secure energy sources and protect national
    security.
        My own experience in building and developing industries and
    new technologies should contribute to the decision to advance
    the objectives of TVA. I was a board member and chairman of one
    of TVA's distributors in Columbus, MS during the turbulent oil
    and energy crisis of the 1970s. This experience should be
    helpful in my role on the board of TVA.
        I must note that the other nominees of the newly expanded
    board of TVA are quality, thoughtful people of diversified
    skills that will bring depth of experience and a variety of
    viewpoints to the organization which is vital to making
    decisions that will affect thousands of employees, 158
    distributors and millions of users and customers. The board
    must deal with issues and opportunities associated with types
    of power generation and energy sources, financial planning,
    budgeting and execution regarding these issues on a giant
    scale.
        Management of appropriate debt levels, commensurate with
    making appropriate power rates and capital expenditures, human
    resources, environmental matters, land uses, legal challenges,
    service areas and distributor relations, finding a world class
    CEO, corporate governance, mega-sites for industrial and
    economic development and countless other challenges must be
    effectively solved. This requires the skill sets and experience
    gained in dealing with large and diverse organizations and the
    new board must possess these skills and be prepared to act with
    precision.
        If confirmed, I will bring my own experience to bear in
    having formed, managed and operated several companies of
    national and international scope in telecommunications,
    manufacturing and broadcasting. This also includes having
    established one of the two original cell phone carriers in all
    the major cities in the TVA region.
        I respectfully commend you for these hearings and for your
    consideration. I hope you find your way to confirm this board
    of candidates, Mr. Chairman.
        Senator Inhofe. Thank you, Mr. DePriest. I thank all seven
    of you for your excellent statements, your opening statements.
    I must say to the six nominees to the TVA that I am a little
    bit prejudiced. I spent 30 years of my life in the real world
    in paying for all this fun they are having up here, so I
    appreciate others willing to come in and participate.
        I was going to ask you how you are going to respond to the
    needs of those States that are not represented on this board,
    but I will let Senator Isakson do that. First of all, Mr.
    Bracy, let me tell you that both Senator Jeffords and I had the
    honor of serving in the House with Mo Udall, and what a high
    regard we had for him. I remember him very, very well.
        You have been there since the inception, I guess, of the
    Foundation. Is there anything you want to share with us that
    was not in your opening statement as to maybe where you want to
    go in the next few years?
        Mr. Bracy. Mr. Chairman, I think that we try to stick to
    our knitting. What we try to do as an organization is fill the
    cracks in the system. We are a small organization in a
    governmental context, with many, many big organizations. But
    what our advantage is as a small organization is we can find
    the cracks in the system and we can fill them.
        One of the real cracks in the system is Indian health care.
    More and more money is being spent on this, but you don't see
    the needle moving. When you go out to the reservations, the
    diabetes is worse than it has ever been. Some of the health
    care facilities have been improved on many of the reservations,
    thanks to members of this committee and others. But we don't
    really see progress in terms of the overall health of the
    Native American community. We are very concerned about that as
    a board. That is certainly one of the things we want to focus
    on in the next few years.
        Senator Inhofe. Good. To the six of you that are nominated
    for the TVA, I would ask, you heard me describing some of the
    problems that you had in your past and we currently have in
    Oklahoma. It will be your responsibility to choose a director,
    someone who is going to be running this and answering to you.
    What do you have in mind in terms of what type of person you
    are looking for and what safeguards do you think you could put
    in place to keep from resurrecting some of the unethical
    activities of the past? Anyone who wants to respond, starting
    with you, Mr. Bottorff.
        Mr. Bottorff. I had the good fortune of chairing three
    search committees, one of which was for the chancellor of
    Vanderbilt University. The process that seems to work is to
    start with defining the knowledge, skills and attributes that
    are necessary. Those knowledge, skills and attributes need to
    link with the strategic mission of the organization. So what I
    would do is encourage us as a board to try to understand the
    strategic challenges and then define the basic characteristics,
    knowledge, skills and attributes required of the CEO.
        In terms of the ethics, a friend of mine once said, ``In
    God we trust, everybody else we audit.''
        [Laughter.]
        Mr. Bottorff. Seriously, to have good ethics an
    organization must start with a good value statement. Then you
    must monitor behavior to ensure it complies with those values.
    There are a lot of good systems that are in place and are many.
    I would hope that we would employ some of those systems.
        Senator Inhofe. Any other want to comment on that?
        Mr. Duncan. I would agree with my colleague. I think we
    have some guidance from the statute that you provided us, and
    we have to look to that for senior level experience and some
    other things that you put in there. I think we have to
    understand the skill set.
        On the ethics issue, I totally agree. This is a matter of
    personal accountability. We all have to take individual
    responsibility for the ethical issues that we face and know
    that the ground changes over a period of time, just as Congress
    is considering ethics today. I do think that our primary
    responsibility as a board is going to be to hire the chief
    executive officer and hold that person accountable for the
    organization.
        Senator Inhofe. Yes, ethics is at the forefront. I think we
    joke around a little bit, but it is something that is there and
    something that can creep back in. It is just, as I said, the
    insatiable appetite of unelected bureaucrats to spend somebody
    else's money is always there, for their own benefit.
        Ms. Williams or anybody else care to respond as far as the
    directors are concerned?
        Ms. Williams. I would just say, Mr. Sansom and I have both
    served on the University of Tennessee board and search
    committees there, and certainly know what goes on looking for
    management. I think ethics is very important to me. Personally,
    I have lived in the Tennessee Valley all my life--I have lived
    in Knoxville the last 18 years, so I know what you are speaking
    of. I am absolutely committed to getting the right person.
        Senator Inhofe. Good. Anybody else? Thank you very much.
        Senator Jeffords.
        Senator Jeffords. Mr. Bracy, the U.S. Institute for
    Environmental Conflict Resolution is an integral part of the
    Udall Foundation, as you know. Its premise is simple: it is
    better to resolve Federal environmental disputes through
    mediation rather than through litigation.
        Since Congress created the Institute in 1988, it has built
    an impressive record of accomplishments. Just a few months ago,
    the White House, the Office of Management and Budget and the
    Council on Environmental Quality issued a memorandum
    encouraging Federal agencies to draw on the services of the
    U.S. Institute to increase the effective use of the
    environmental conflict resolution.
        However, the President's budget proposes less than $700,000
    to fund the Institute this fiscal year 2007 as compared to $1.9
    million appropriated by Congress this year. Mr. Bracy, if the
    Congress were to enact the President's proposed funding levels,
    please describe the impact that would have on the ability of
    the U.S. Institute to fulfill its mission.
        Mr. Bracy. Well, Senator, let me first put it in
    perspective. You all have created this Institution, we have
    tried to manage it well for you. You have revisited this twice
    in terms of what the authorized level and needed level is. We
    agree with what you have done.
        The cost of one major environmental lawsuit in the United
    States today exceeds the total appropriation for all our
    mediation services. One lawsuit. We have settled hundreds of
    things.
        So the impact would be, I think, something that the
    committee would not be very happy about. We would certainly
    have to abandon many, many of the cases that we are involved
    in. We might even have to lay off staff. This kind of
    recommendation has come up here before. Once I was quietly
    complaining about this to a member of the Senate, and he said
    to me, well, you know, sometimes they send budget items up here
    that they know we are going to approve.
        Given the OMB directive to the Federal agencies to go ahead
    and use our services as much as possible, I think that some
    recognition has to be given that we need the resources to do
    the job.
        Senator Jeffords. Thank you. I would like to work with you
    to make sure that that gets done.
        Mr. Bracy. Thank you, Senator.
        Senator Jeffords. Mr. Bottorff, the new Energy Policy Act
    of 2005 encourages the development of distributed generation by
    allowing individuals to connect windmills or solar panels at
    their home to the grid and expanding combined heat and power
    projects by standardizing the interconnection process. Do you
    think this legislation should apply only to the TVA?
        Mr. Bottorff. Senator, I really haven't had a chance to
    look at that, but I will.
        Senator Jeffords. I would appreciate it if you would,
    because we are very interested.
        Mr. Duncan, would you support the TVA in electing to
    voluntarily adopt further measures to increase energy
    efficiency at its projects and among its ratepayers and
    increase the supply of electricity in the region?
        Mr. Duncan. Senator, obviously that is something that we
    should consider. I do not have enough information to give you a
    specific answer at this time. I generally understand the issue
    of efficiency. On the one hand, we are generating electricity
    and trying to sell electricity. On the other hand, we are
    asking people to conserve. I think you can do both.
        Senator Jeffords. I would like to continue to discuss that
    with you. I will as we go on.
        Mr. Duncan. I would be happy to do that.
        Senator Jeffords. Ms. Williams, in addition to hydropower,
    what portion of TVA's generation base should come from
    renewable energy sources?
        Ms. Williams. That is a very good question, and something
    that I am very interested in. I know Senator Alexander spent a
    good deal of time looking at that issue as well. I can't give
    you a specific percentage. It is a small percentage right now,
    in TVA. Obviously, renewables are important. We need to, I
    think, increase those. Obviously, we have had issues with clean
    air, and that is something that could be very helpful in the
    Valley.
        Again, I don't know the percentage, but I think it should
    be increased.
        Senator Jeffords. I would appreciate your looking into some
    of these issues. I am deeply interested in this. We will be
    back to you.
        Ms. Williams. Yes, sir. I understand that. I can commit to
    you that we will do that.
        Senator Jeffords. Mr. Sansom, the effective of
    restructuring of the electric production and transmission
    industry in our country on reliable delivery of electric power
    will continue with lessons learned from the blackout in New
    York, the California crisis and the reliability struggles
    elsewhere. TVA must continue its earnest efforts to ensure
    reliable power delivery.
        What else do you feel that TVA can do with neighboring
    utilities to ensure that we do not suffer additional regional
    blackouts?
        Mr. Sansom. Obviously that is important. In fact, I was
    just visiting Oak Ridge National Lab last week. They have
    people working on that same issue, of transmission, power loss
    in transmission. I think it is obviously something TVA has to
    be involved in. I don't know all the answers yet, not that I
    ever will, on how to work with other utilities in that regard.
    But we will sure pay attention to that, and we know it's
    important.
        Senator Jeffords. We will be following up.
        Mr. Thrailkill, TVA announced plans in 1997 to cut its debt
    in half by the year 2007 and increase rates for its
    distributors specifically in order to reduce its debt. TVA has
    acknowledged that it will not meet its debt reduction targets
    and is only on a track to make a small dent in the overall
    debt. As part of the TVA board, do you plan to meet the
    original plan of reducing TVA's debt?
        Mr. Thrailkill. Senator, I do not have a specific target
    for reducing the debt. But I certainly know that that is
    something that needs to be addressed by this board. I am
    convinced that once we look at the financial affairs of this
    company in great depth, this Congress with its great wisdom has
    asked that we put together a strong audit committee and that we
    write a strategic plan.
        I think those two mechanisms will ensure that we start to
    approach those issues in a very sensible and business-like
    fashion, and I pledge to you I will work hard toward that
    direction.
        Senator Jeffords. I appreciate your saying that. We will be
    working hard to look after you.
        Senator Inhofe. Senator Jeffords, I know you have one more
    question, but if you could hold that for just a moment until we
    go around to the rest of the panel, we will come back to that.
    Is that all right?
        Senator Jeffords. OK. I only have one more, but that's all
    right.
        Senator Inhofe. All right. Senator Isakson.
        Senator Isakson. Thank you, Mr. Chairman. I want to repeat
    what I said at the outset of my remarks, that this is a
    tremendous group of nominees, and I look forward to voting for
    your confirmation out of committee.
        The reason that I raise the representation issue is that if
    not raised now, and it rises to a level of your attention after
    you go on the board, then it would be a mistake on my part not
    to see to it we've dealt with it forthrightly. I am glad the
    Hackney Company has 100 Georgians working for them. It was wise
    of you to hire all them. I want to thank you for that.
        I am delighted that Mr. DePriest has the practical
    experience with municipal electric and cooperative deliveries.
    As you know, TVA sells power through five either municipal or
    electric cooperatives in Georgia. Being familiar with
    cooperatives, because I am a cooperative customer myself, as
    many of you may or may not know, cooperatives go to a great
    extent to ensure inclusion on the part of those that pay them
    in policy matters and coming before and meeting with the
    executives of the cooperative authority on a timely basis.
        When TVA converts, as it should, and I commend Senator
    Frist for this creation, from a tightly knit three-member
    executive committee to a nine-member board, although you are
    appointed, you take on much more of a representative form of a
    governing body, if you will. In my State of Georgia, aside from
    the statistics that I mentioned in terms of the number of
    people served, the vital infrastructure and aesthetic beauty of
    lakes, their shorelines and other things directly controlled by
    TVA are something people in Georgia would be very disappointed
    if they did not feel like they had a seat at the table when
    vital decisions are made.
        So rather than a question, it is like poor Judge Alito and
    Judge Roberts, you ask them what kind of a decision they are
    going to make before they are in a position to make a decision,
    they can't prejudice themselves. So I am not going to ask you
    to prejudice yourself. However, I want to make this point. This
    is two-thirds of the future board sitting in the room, if the
    makeup stays at nine members. This is six, my Georgia math
    tells me that is two-thirds.
        You could in yourselves make a decision. You are getting
    ready to be a part of hiring a CEO. If part of the hiring of
    that CEO is equitable representation of those that are served
    but do not have a board member, I would sure feel a lot better
    to know that that was an issue that was on his or her radar
    screen, for example.
        Second, if you are going to be a board that represents
    several States, but only a few of the States are on the board,
    you might want to find a mechanism for those States to have
    advisory capacity within your own creation, so that when issues
    come forward to you, there is a mechanism for them to flow to
    the board that reflects the parochial interests of each of the
    States.
        I can't address the States of North Carolina and Virginia.
    But I can address the State of Georgia, and I would presume
    their interests to be the same. There are going to be issues
    dealing with electric energy in the years to come that are
    going to be crucial to have customer buy-in and community buy-
    in. The absence of representation on a board like TVA and the
    reason for the reach that we went to to expand that board now
    is to ensure those are as smooth, timely and as cooperative as
    possible.
        So I know you can't commit yourself to something before you
    have the opportunity to do it. But I am going to commit myself
    to make sure we have some dialog before we get to that
    confirmation to ensure that you are aware and others are aware
    that there must be a mechanism for a smooth flow of information
    to and from all those served. I am open as I can be to being as
    cooperative as I can be to being a part of that solution.
        I don't apologize for raising the issue, because I have
    been on the board of banks that are audited. I was the first
    load management customer of a major cooperative. I have worked
    closely with electric generation in my 30 years in public life.
    I have seen issues like this not raised until it was too late
    and the problems were a whole lot bigger than they were if you
    raise them on the front end.
        Last, Ms. Williams, were you part of hiring Pat Summitt?
        [Laughter.]
        Ms. Williams. I actually worked with Pat Summitt as
    associate women's athletic director for 8 years. She is my
    hero.
        Senator Isakson. If you can get her to TVA, you all will
    make a good decision.
        [Laughter.]
        Ms. Williams. I have tried to get her to run for Governor a
    couple of times.
        [Laughter.]
        Senator Isakson. Thank you, Mr. Chairman.
        Senator Inhofe. Thank you, Senator Isakson.
        Senator Jeffords, you had one more question in your line of
    questioning, if you would like to ask that now, it would be an
    appropriate time.
        Senator Jeffords. Mr. DePriest, what will you do to ensure
    that TVA aggressively reduces air pollution and aims to achieve
    at least the 1990 levels of carbon dioxide emissions?
        Mr. DePriest. I am not specifically familiar with the 1990
    levels, but I am fully committed to producing clean power. In
    the area of producing power from coal energy, I would be very
    interested in coal gasification that would include the carbon
    recapture. So I believe that I will be a voice on this board,
    if confirmed, for very much clean power with every technology
    that we can find. I assure you that we will examine each one of
    those technologies.
        Senator Jeffords. Thank you for that answer. I will be
    following up with you.
        Senator Inhofe. Thank you, Senator Jeffords.
        Senator Alexander, do you have any questions you would like
    to ask the panel?
        Senator Alexander. Thank you, Mr. Chairman, for inviting me
    to sit in, although I am not a member of the committee. I won't
    ask any questions. I would just say this. If the shareholders
    of the TVA are the citizens of the Tennessee Valley Authority
    region and the citizens of the United States, I think any
    shareholders in America would be fortunate to have as directors
    a group of men and women this distinguished and broad-gauged
    and serious about their purpose. I look forward to working with
    them.
        Senator Inhofe. I certainly agree with that comment.
        Let me just ask one further thing. Senator Sessions brought
    up the issue of the debt. Does anyone have any comment to make
    about how we are going to address that?
        Mr. Bottorff. As a banker maybe I should comment. You might
    guess that my bias is prudence and conservatism in terms of
    debt levels. When I look at TVA, I will say I haven't really
    had a chance, though, to study cash-flows, coverage ratios.
    It's balance sheet, strengths, sensitivities and to define
    really what ought to be the debt capacity.
        I also think that looking at TVA's balance sheet, it is
    very different than an investor-owned utilities balance sheet.
    What is important to understand, in any capital intensive
    industry is its cost of capital. We need to really understand
    the differences in TVA's balance sheet versus investor-owned
    utilities to determine its true cost of capital. That coupled
    with its debt capacity will have major impact on TVA's funding
    strategy.
        So I come at the question from a conservative standpoint. I
    need to understand the facts before commenting specifically on
    TVA's debt service capabilities.
        Senator Inhofe. An other comments on that issue?
        Senator Jeffords or Senator Isakson, do you have any
    further questions?
        Senator Jeffords. No, no further questions.
        Senator Inhofe. Again, it is an honor to have this very
    distinguished panel before us. We are looking forward to
    working with you in the future. In fact, Senator Jeffords said
    something that is interesting to me quietly a minute ago. He
    said that maybe we should go down and look at this thing. I
    have to tell you, I have never been there. So you may have some
    visitors.
        With that, we are adjourned.
        [Whereupon, at 11:06 a.m., the committee was adjourned.]
        [Additional statements submitted for the record follow.]
     Statement of Hon. Jim Bunning, U.S. Senator from the State of Kentucky
        Thank you, Mr. Chairman. I appreciate having the opportunity to
    introduce my friend and fellow Kentuckian, Mike Duncan, to be a nominee
    for the Tennessee valley authority's new board.
        I have known Mike for many years. He is a man of integrity and fine
    character. He takes public service seriously. And he is a man of
    compassion and fairness. His educational and philanthropic endeavors to
    better the lives of Kentuckians is unmatched.
        Mike has been past President of the Kentucky Bankers Association
    and Director of the Cleveland Federal Reserve Bank's Cincinnati Branch.
    His banking and finance experience will bring a unique perspective when
    it comes to TVA's management and accounting of its finances and debt.
    TVA certainly needs a board member who understands economics to help it
    get its $25 billion in debt under control.
        What I like about Mike is that he is not a `yes man' or someone who
    simply `goes along to get along'. If there is a problem, Mike will
    identify it. And he will work hard to fix the problem, even if it is
    not a popular solution.
        Mike takes his endeavors seriously, and I know he will take the job
    as a TVA boardmember seriously, too.
        TVA has problems. It has issues with its debt. It is unregulated by
    FERC.
        Some residents in the TVA region even pay higher costs for their
    electricity than those living outside the TVA fence. This defeats the
    purpose of TVA.
        I know that Mike will help bring these issues to light as a
    boardmember and he will advocate commonsense solutions.
        Mike will work to help ensure that citizens in the TVA region will
    receive reliable, efficient and cheap power to better their lives.
        I appreciate the Chairman's and Ranking Member's invitation to
    introduce Mike Duncan. I look forward to his swift confirmation in the
    committeeq and on the floor.
        Thank you, Mr. Chairman.

                                   __________

           Statement of Hon. William H. Frist, U.S. Senator from the
                               State of Tennessee

        Mr. Chairman, I am delighted to be here today to welcome the first
    nominees to serve on the expanded, modernized Board of Directors of the
    Tennessee Valley Authority.
        Nearly 10 years ago, shortly after I came to the Senate, I started
    working on legislation to reform the TVA Board. In my dealings with TVA
    as a Senator, it quickly became clear to me that the existing Board
    structure of three, full-time Board members, and no chief executive
    officer, was not working effectively. TVA needed a Board that operated
    like the Board of Directors of any other large, $7 billion a year
    corporation. Its Board members needed to have more business and
    management experience, with less emphasis on political experience. And
    it needed a CEO to manage its day-to-day operations.
        I am proud to say that, a little over a year ago, my legislation to
    modernize the TVA Board passed the Congress and was enacted into law as
    part of the fiscal year 2005 Omnibus Appropriations bill. The nominees
    who are here today to testify are the first group nominated by the
    President to serve on the new, expanded, part-time Board. They are an
    extremely well-qualified group. They have exactly the kind of business
    skills and management expertise that I had in mind in drafting my
    reforms. And I believe that the new Board structure will ensure that
    they, and the new CEO that they hire, are more accountable to the
    ratepayers and the citizens of the Tennessee Valley.
        I am especially pleased, of course, that the President has
    nominated three distinguished Tennesseans to serve on the new Board--
    Denny Bottorff, Bill Sansom, and Susan Richardson Williams. They are
    truly excellent choices, with solid business backgrounds and lengthy
    records of leadership in their communities, and I am confident that
    they will serve with distinction if they are confirmed. I also have the
    pleasure of knowing several of the other nominees from other states,
    and I am excited about the future of TVA because they are such an
    experienced, highly qualified group.
        Mr. Chairman, I want to thank you again for moving forward on these
    nominations so expeditiously, and for allowing me to be here this
    morning. I look forward to working with you and all of my colleagues to
    make sure that we get these very qualified nominees confirmed by the
    Senate as quickly as possible. Thank you.

         Statement of Hon. Trent Lott, U.S. Senator from the State of
                                  Mississippi

        Mr. Chairman, it is my honor and privilege to introduce my friend,
    the Hon. Donald R. DePriest, a fellow Mississippian and nominee of the
    President of the United States to become a member of the Tennessee
    Valley Authority Board of Directors.
        Don is lucky to live in the great State of Mississippi. He lives
    there with his wife Sandra with whom he has four lovely children:
    Sally, Robert, John and Warner, who has the firmest handshake in the
    State!
        Don has dedicated himself to the State of Mississippi through his
    service as Chairman of the Columbus, Mississippi Utilities Commission,
    a Tennessee Valley Authority power distributor, as a member of the
    Mississippi Governor's Venture Capital Task Force, and of the State of
    Mississippi Audit Oversight Committee of Ethics.
        Don has complemented his service to Mississippi with his work in
    the private sector. He was founder, CEO and Chairman of Charisma
    Communications; a former Union Planters Bank director; and founder of
    Microtech Median Inc. and Boundary Healthcare Products. He currently
    serves as CEO and Chairman of MCT Investors; and Chairman of MCT
    Corporation.
        Don is not only an accomplished businessman, but also an
    outstanding member of his community as a Rotarian, a founding member of
    the State of Mississippi Historic Preservation Commission, and as
    president of the Boy Scout Council.
        Don holds the Silver Beaver Award from the Boy Scouts of America
    and has served multiple terms on the Atlanta Regional Panel for the
    Selection of White House Fellows. In 1974, the U.S. Small Business
    Administration awarded him the ``Businessman of the Year'' award for
    Mississippi. He is also a trustee for the National Symphony Orchestra.
        As you can see, Don's gift for Communication and his deep
    understanding of the relationship between Government, community and
    business make him not only well qualified, but also deserving and
    prepared to serve as a Tennessee Valley Authority Board Member.

                                   __________

     Statement of Hon. John McCain, U.S. Senator from the State of Arizona

        Mr. Chairman, thank you for this opportunity to offer my strong
    support for the reappointment of Terry Bracy to the Udall Foundation
    Board of Trustees.
        As this committee knows, the Morris K. Udall Foundation was
    established by Congress in 1992 to honor the legacy of Morris Udall and
    his commitment to the preservation of the Nation's natural environment.
    The Foundation has been a great success and I know that Mo would be
    very proud of its many accomplishments in advancing important programs
    in environmental and Native American policy.
        The Udall Foundation has competitively awarded hundreds of
    scholarships to college students throughout the United States. The
    Foundation also has developed and carried out a very successful native
    American Indian Summer Congressional Internship Program, and is well
    along in the effort to establish the Native Nations Institute that was
    authorized by Congress in 2000 to provide leadership and governance
    training for tribal officials. The Udall Foundation has also
    established and successfully operated the U.S. Institute for
    Environmental Conflict Resolution, created to assist in the resolution
    of federal environmental, natural resources, and public lands conflicts
    and controversies through facilitated negotiation, mediation, and
    collaborative problem-solving. It is so appropriate that the Conflict
    Resolution Institute is housed under the Morris K. Udall umbrella, as
    Mo was so adept at helping find common ground to forge resolutions from
    often diverse view points--resolutions that were of benefit not only to
    Arizona, but the Nation.
        The Act establishing the Foundation created a Board of Trustees
    comprised of 13 members, almost all of whom are nominated by the
    President and confirmed by the Senate. Terry Bracy has been Chairman of
    the Board of Trustees for the Udall Foundation since 1994 and I am
    pleased to lend my strong support to his renomination. I have known
    Terry since 1982 when Mo Udall introduced us. Terry was one of Mo's
    closest friends and advisors throughout his life. Earlier he had served
    as perhaps Mo's key aide for 10 years before becoming Assistant
    Secretary of Transportation. Terry's leadership at the Foundation has
    been essential at every stage, from ensuring its solid inception to
    helping to advance its accomplishments and building continually upon
    its many successes. The Foundation has a promising future, and that is
    in large part due Terry's leadership and tireless dedication.
        Mr. Chairman, Terry's contributions to the Foundation have been
    remarkable, and I urge the committee's support for his reappointment to
    the Morris K. Udall Foundation Board of Trustees.

          Statement of Hon. Mark Udall, U.S. Representative from the
                               State of Colorado

        Mr. Chairman and Members of the committee, I want to express my
    strong support for Terrence L. Bracy and to urge the committee to
    recommend that the Senate advise and consent to his nomination for
    continued membership on the Board of Trustees of the Morris K. Udall
    Foundation.
        Since the inception of the Foundation in 1994, Terry has served as
    a Foundation trustee, providing outstanding leadership and direction in
    the development of the Foundation's education programs and the U.S.
    Institute for Environmental Conflict Resolution.
        Having previously been the chief legislative aide to my father,
    Representative Mo Udall, and then having served as Assistant Secretary
    of Transportation, Terry has brought invaluable government experience
    to the Foundation's board, provided essential guidance and support to
    senior staff on important management issues, and devoted untold hours
    of unpaid work to the Foundation.
        I believe his continued membership on the board is vital for the
    continued success of the Foundation, especially because the board now
    includes a large number of recently-appointed trustees with more
    limited experience with the operations of the Foundation.
        The Foundation has developed an array of scholarship, fellowship,
    and internship programs. I understand that more than 1,100 academic
    awards have been made to students in all 50 States who represent the
    next generations of environmental and Native American leaders.
        In addition, since 1998 the Foundation has worked to promote
    alternative dispute resolution of environmental conflicts as a way to
    reduce litigation, and more recently has been charged by Congress to
    take steps to improve the skills of Native American leaders seeking to
    help their tribes' efforts at effective self-governance. Toward that
    end, the new Native Nations Institute has provided executive training
    to more than 1,700 leaders from more than 340 tribes.
        Terry has been involved in all these efforts and I think his
    continued involvement as a Member of the Board of Trustees will greatly
    assist in their success.
        I urge approval of his nomination.

                                   __________

           Statement of Hon. Mitch McConnell, U.S. Senator from the
                               State of Kentucky

        Mr. Chairman, Ranking Member Jeffords, Fellow Senators, it is my
    great honor and privilege today to introduce you to Mike Duncan, the
    President's nominee to be the newest member of the Board of Directors
    of the Tennessee Valley Authority.
        I have known Mike for many years, and during the course of these
    hearings, I believe this distinguished committee will come to know what
    I know: that he is an intelligent, experienced, capable man of
    integrity who will bring all his talents and energy to the much-needed
    task of reforming the TVA.
        Mike's professional experience is exactly what the TVA needs to
    correct its course. After graduating with honors from the University of
    the Cumberlands, he earned a degree from the University of Kentucky Law
    School and completed an executive education program at the Harvard
    Business School.
        He is an accomplished business manager, having served as the
    Chairman and Chief Executive Officer for several financial
    institutions--the Community Thrift Holding Company, the Community
    Holding Company, Inez Deposit Bank, and Inez Deposit Bank FSB. All of
    these positions have left Mike extremely well versed in corporate
    governance and business management.
        Mike was selected to become the White House Assistant Director of
    Public Liaison in 1989 and 1990, a position where he became accustomed
    to using the skills of outreach and communication that will be vital to
    his position at the TVA.
        He has also served as the President and Chairman of the Kentucky
    Bankers Association, giving him an understanding of the financial tools
    necessary to rescue the TVA from its overwhelming debt.
        Mike's many civic activities include service as the chairman of the
    Center for Rural Development from 2002 to 2004, service on the
    Appalachian Regional Commission in 2004, and service on the White House
    Conference on Small Business in 1995. Every one of these positions has
    given him insight into the types of problems the TVA faces.
        In short, Mike's qualifications for this position are not a mystery
    to me at all. Over the decades of his professional career, and of our
    friendship, he has proven to me his honesty, intelligence, creativity,
    energy and organizational skills. What is a mystery to me is why he is
    interested in this position. Taming the wild beast that is the TVA will
    surely be the hardest professional challenge he has ever faced.
        Quite frankly, the TVA is broken. Created to solve the problems of
    a long-ago era, it has failed to even begin to grapple with the
    problems of today. The Nation's largest public power company is
    currently $26 billion in debt.
        The TVA is failing to provide its Kentucky customers with power at
    a fair, competitive price. TVA's rates in Kentucky are 30 percent
    higher than other power providers in the Commonwealth, costing
    Kentuckians who are forced to use TVA $100 million more per year than
    they would pay if they could use other providers.
        Rather than providing relief for these Kentuckians, TVA raised its
    rates by 7\1/2\ percent last October--one of the largest rate hikes in
    the bureaucracy's 73-year history. And now they are considering even
    greater rate increases. Even more outrageous, while TVA is sticking
    these rate hikes to their customers, they celebrated their record of
    financial mismanagement by awarding over $60 million in bonuses last
    year. Clearly, this is an entity in need of new management.
        TVA has shown contempt for its customers by refusing, despite
    contracts they signed in 1997, to allow them the right to purchase
    power from more affordable providers. They refuse to allow transmission
    of this power along their power lines--thus holding many Kentucky
    communities hostage, and costing Kentucky families trapped inside the
    TVA fence needless extra money on their monthly bills.
        Despite his assurances for over a year that this flouting of a
    contract signed in good faith would be stopped, the current chairman of
    the TVA Board has yet to make an honest effort to fix this problem.
        TVA has been completely unresponsive to the concerns of its
    Kentucky customers. As a new Board member, Mike Duncan's Herculean task
    will be to turn around the TVA's legacy of mismanagement, fraud, and
    feeble responsiveness. TVA must change.
        Mike's confirmation can be the first step. He has the knowledge,
    the energy, the talent, and the patience the challenge requires. In
    fact, Mike likes challenges. Anyone who would take this assignment has
    to. I am convinced that Mike is the best person to take the giant,
    stale, bureaucratic lemon that is the TVA and begin to turn it into
    sweet lemonade.
        I appreciate the committee's expeditious handling of Mike's
    nomination, and I look forward very much to his confirmation. I hope
    this committee will see Mike as TVA's best hope for becoming a
    responsible, stable power supplier in the Valley. Thank you for
    allowing me to testify on his behalf.

                                   __________

     Statement of Terrence L. Bracy, Nominated to be a Member of the Board
       of Trustees of the Morris K. Udall Scholarship and Excellence in
                    National Environmental Policy Foundation

        Mr. Chairman and members of the committee, thank you for this
    hearing and for all you have done to support the activities of the
    Udall Foundation. Our role is to educate and mediate, and to do so with
    the spirit of civility and integrity that shaped the 30-year
    Congressional career of Mo Udall. I was proud to have him as a friend
    and lucky to have him as a mentor. Everything we have attempted as a
    Foundation was begun by asking a simple question: How would Mo Udall
    have approached this challenge?
        Inspired by Mo's creativity and good humor, the Foundation board
    has found its way to unanimity in all of its decisions. As new
    challenges and assignments have come our way, under Democratic and
    Republican Administrations, our trustees have moved together to adopt
    policies and budgets which fulfilled our common responsibilities. Many
    of our trustees have given generously of their time and intellect, all
    without compensation, to develop the institution you envisioned. I hope
    and believe we have served you well.
        Attached to my statement is a fact sheet, which lays out our record
    for the first 10 years. I will not repeat the details, but a few
    accomplishments are worthy of note. The Udall Foundation has developed
    a family of scholarship, fellowship, and internship programs which have
    become among the most popular on the campuses of American universities.
    To date, 1107 academic awards have been made to students in all 50
    States. In these scholars, we seek to identify and recruit the next
    generations of environmental and Native American leaders and to teach
    them the overarching values of civility, integrity and consensus.
        In 1998, you approved legislation that challenged us to build
    within the Federal Government a new agency to promote alternative
    dispute resolution of environmental conflicts. This was a logical
    response by Congress to relieve court dockets crowded with expensive
    and complicated lawsuits that took years and millions of dollars to
    resolve. I remember Chairman Chafee telling me at the time that he
    didn't know if this approach would work, but it was sure worth trying.
    The committee approved a public/private partnership under which the
    Foundation was directed to build a core staff at our headquarters in
    Tucson, but then reach out to the private mediation community. Today we
    have a core staff of 24 at the U.S. Institute and more than 260
    qualified private environmental mediators available for contract
    services or referrals in 46 States. This partnership has given our
    small agency vast outreach and explains why we have been involved in
    hundreds of cases, ranging from the Everglades to the Hawaiian corral
    reefs. We are grateful that the reauthorization bill you approved in
    2003 significantly increased our resources.
        We were also charged by legislation authored in the Indian Affairs
    Committee to build what is now known as the Native Nations Institute.
    Self-governance has brought the tribes many benefits but also many
    challenges. Of course, most tribes do not benefit from gaming revenues
    and are very poor. Often Native leaders have lacked the governance
    training and skills needed to succeed, and we were asked to take steps
    to fill that gap. NNI, as we call it, has over the last 5 years
    provided executive training to more than 1,700 Native leaders from more
    than 340 tribes, even as its youth programs, including the first-ever
    Native American congressional internship program, is seeking to
    identify and educate the leaders of the next generation.
        Looking ahead, we ask for your continued support. As a relatively
    small and new institution within the Federal family, we have the
    ability to find the cracks in the system and fill them with creative
    thinking. Some of that thinking has been ours, and indeed some has been
    yours. We will continue to keep you and the committee staff fully
    informed of our activities and, as in the past, we will seek additional
    resources from you only when they are absolutely needed.
        As we celebrate our first 10 years of operation, the trustees and
    our elite staff will be meeting for 4 days in April to lay plans for
    the decade ahead. Among the items already identified is the growing
    deficit in Indian health care, the need to recruit a new generation of
    career civil servants in environmental agencies, and a re-emphasis on
    one of Mo Udall's favorite topics, ethics. As always, we are most
    interested in any new ideas that the committee may generate.
        Mr. Chairman, I hope and believe that we are developing an
    institution of growing importance and influence whose actions would
    make this committee and Mo Udall proud. I'll be pleased to answer any
    questions.

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    Statement of Dennis Bottorff, Nominated to be a Member of the Board of
                  Directors of the Tennessee Valley Authority

        Mr. Chairman and members of the committee, I want to thank you for
    this opportunity to appear before you. It is indeed an honor for me to
    be considered by you for an appointment to the Board of Directors of
    the Tennessee Valley Authority.
        I also want to express my appreciation to President Bush for
    nominating me and to my fellow Tennesseans, the Majority Leader,
    Senator Bill Frist and Senator Lamar Alexander for their support and
    confidence.
        I have spent most of my adult working life in the private sector.
    Thirty two years of which have been as a commercial banker and the five
    years after my retirement from banking as a venture capitalist.
        My banking career also afforded me many opportunities for community
    service through membership on numerous not-for-profit boards. But time
    constraints have not allowed me to enter public service. That is
    changing and I was recently appointed to the inaugural chairmanship of
    an instrumentality of the State of Tennessee; the Tennessee Educational
    Lottery Corporation. I have found that position both challenging and
    very rewarding. With the highly successful launch of the lottery, we
    have been able to fund scholarships for all of the qualifying high
    school graduates; thereby, improving the affordability of and
    accessibility to higher education for Tennessee children.
        I welcome the opportunity to become even more engaged in public
    service as a member of the TVA Board of Directors.
        In studying TVA's basic mission, I am enthused about the impact
    fulfilling that mission can have on the economic development and
    quality of life of the region. These have been two areas of interest in
    my other positions of community and public service. Areas for which I
    have a great passion.
        As I begin to understand the strategic challenges facing TVA, I
    recognize the importance that effectively transitioning from an
    operating board to a policy board will have on addressing those
    challenges. I believe my experience as both an operating executive and
    as a member of numerous boards; private, not-for-profit and quasi-
    public, will be helpful to the team as we successfully navigate the
    journey.
        Mr. Chairman, members of the committee, and members of the Senate,
    I am willing to serve as a member of the TVA Board. If confirmed, I
    assure you I will do so with energy, dedication and sound stewardship.

                                   __________

          Responses from Dennis Bottorff to Additional Questions from
                                Senator Jeffords

        Question 1. Do you think that TVA, which has more than $24 billion
    in debt, should take on additional debt to finance new powerplants when
    private industry is willing to accept the financial risk of
    constructing new plants?
        Response. If I am confirmed, a major part of my responsibility will
    be to assure that TVA is taking the steps necessary to provide an
    adequate supply of reliable, low-cost, clean power for the people and
    businesses in the Tennessee Valley Region. This will require careful
    and conservative assessments of which, among the alternative means of
    power supply, would be the more fiscally responsible for TVA to pursue.
    The cost of capital and allocation of risk are significant issues in
    deciding whether to add new capacity, and I commit to carefully review
    all aspects of these issues if I were to consider adding power
    generating capacity in the future.

        Question 2. Do you feel that TVA should institute some kind of
    competitive bidding for new projects to ensure that the taxpayers of
    the Tennessee Valley region are paying the lowest possible price for
    their power, and that new generation is constructed in a cost-effective
    manner?
        Response. I have not yet had the opportunity to learn exactly what
    processes TVA currently uses to make these types of acquisition and
    investment decisions. If confirmed, I can assure you that I would
    become fully acquainted with those processes and determine if any
    changes would be warranted. With regard to competition generally, I
    believe it can be a very important tool to help assure that low-cost
    decisions are made, while still acquiring the type and quality of
    generation resources required to maintain the reliability of the TVA
    power system.

        Question 3. What will you do to ensure that TVA is being operated
    as a very efficient business so that financial resources are available
    to continue its investments in state-of-the-art air pollution control
    technology?
        Response. If confirmed, I would be committed to carefully studying
    the costs and efficiency of TVA's operations and TVA's load growth,
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to assure that power rates provide sufficient
    revenues and operating costs are at appropriate levels and to define
    the appropriate debt capacity of TVA. I would then work diligently to
    assure that TVA makes continuous progress towards improving and
    maintaining efficiency and financial flexibility to enable TVA to make
    all necessary investments in the power system, including those for
    pollution control, in a timely manner.

        Question 4. Do you support TVA's Green Power Switch program, which
    allows families and companies to voluntarily accept a small surcharge
    on their monthly bill in order to purchase blocks of electricity
    generated from renewable sources?
        Response. Before offering unqualified support for any particular
    TVA program, I would first like to have the opportunity, if confirmed,
    to learn more specifically about that program and how it is operating.
    However, with respect to the Green Power Switch program, I can say,
    from what I have publicly heard to date, that it sounds like a
    worthwhile approach toward encouraging investment in renewable
    generation in the Tennessee Valley Region through voluntary measures.

        Question 5. TVA is an $8 billion entity. TVA charges higher
    electricity rates in some portions of the service territory. An uneven
    playing field makes increased energy costs even more painful. Would
    you, as a member of the TVA Board, seek to make uniform TVA customers'
    rates?
        Response. I am not personally aware that such a disparity in TVA
    rate levels by region exists. If confirmed, as part of my specific duty
    to establish TVA's electric power rates, I will examine TVA's existing
    rate structure and rate-making process in greater detail to make
    certain that TVA's rates are fair.

        Question 6. The TVA currently has 11 coal-fired powerplants in its
    system. Of these 11, 5 plants are currently without any modern
    pollution controls at all. Many emitting units within the TVA system
    remain uncontrolled today and EPA predicts that even with its latest
    rules, nearly 50 units in the TVA system will not have scrubbers by
    2015. These powerplants are large sources of emissions emitting
    millions of pounds of pollution into the air. What are TVA's specific
    plans for installing controls on these powerplants? Will you commit to
    controlling all of these plants within a specific timeframe?
        Response. I do not currently have enough information about the
    plans for, and status of, TVA's pollution control compliance efforts to
    offer an informed opinion or make specific commitments concerning such
    efforts. I do recognize that environmental stewardship, along with low-
    cost power and technological innovation, is among TVA's important
    objectives and missions, and I also recognize that I have an obligation
    to ensure that TVA complies with applicable laws, including
    environmental laws. If confirmed, I will have the opportunity learn
    more about TVA's pollution control compliance actions and be in the
    position to assure that TVA is taking the appropriate steps in this
    area.
                                     ______

          Responses from Dennis Bottorff to Additional Questions from
                                Senator Bunning

        Question 1. Kentucky TVA customers pay more for power than Kentucky
    customers who use other utilities. Because of this, many Kentucky TVA
    utilities have elected to exercise the rights they have under their
    contracts with TVA and leave the system in order to secure cheaper
    power from other suppliers for their customers. Senator Bunning, along
    with Senator McConnell, introduced legislation last year to provide
    FERC authority to require TVA to provide transmission line access to
    these Kentucky utilities. They have been working with TVA on this issue
    for over a year now. TVA has repeatedly said it would work with
    Senators Bunning and McConnell and so far they have not provided a
    proposal to the satisfaction of the Senators to resolve this critical
    issue for the Kentucky distributors. If you are confirmed to the TVA
    Board, will you pledge to work promptly and diligently to craft a
    resolution on the Kentucky distributor's need for transmission service
    from TVA?
        Response. It is my understanding that access to TVA transmission
    system service is a very important issue for distributors of TVA power
    generally, as well as for those located in Kentucky. Unfortunately, I
    have not had the opportunity to study the details of this situation
    sufficiently to be able to commit to a particular resolution to the
    varying points of view on this issue at this time.
        I can assure that, if confirmed to the TVA Board, I would be
    committed to promptly devote my efforts to assure that TVA is seeking
    ways to address the interests of TVA's distributor customers who wish
    to have transmission access in a manner that would both be fair to all
    power customers in TVA's seven-state region and keep TVA on a sound
    financial basis.

        Question 2. TVA's debt now stands at over $25 billion. One of the
    main reasons Senator Bunning supported expanding the TVA Board was my
    hope that it would help TVA get its accounting books and finances in
    order. TVA said 10 years ago it would cut its debt in half by 2007, but
    it hasn't made a lot of progress towards that goal. The President's
    Fiscal Year 2007 Budget states that TVA will reduce its debt by 30
    percent by 2016. So basically, a decade after its first target date TVA
    will achieve only 60 percent of its initial debt reduction target. If
    you are confirmed to the TVA Board, will you work to ensure that TVA
    follows proper accounting measures and significantly reduces its debt?
        Response. I believe in taking a conservative approach to debt
    levels. If confirmed, I would be committed to carefully studying TVA's
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to define the appropriate debt capacity of TVA. I
    would then work diligently to assure that TVA makes continuous progress
    towards reaching financial flexibility. I recognize that managing TVA's
    debt in a fiscally conservative way is key to assuring TVA's financial
    soundness in the future.
        I recognize that there has been disappointment with TVA's progress
    in meeting the debt reduction goals that it set forth in 1997.
        Unfortunately, it is not possible to change the past. But, I can
    commit that I would oversee TVA's financial progress--to better assure
    that TVA will be able to provide reliable power at competitive rates,
    both now and into the future.
        With regard to accounting procedures, if confirmed to the TVA
    Board, the Board will be establishing an Audit Committee, which, among
    other things, will be focused on overseeing TVA's accounting policies
    to assure that they are appropriate and transparent as to TVA's true
    financial condition.

        Question 3. TVA has announced it plans to increase rates in the
    near future. This rate increase comes after a 7.4 percent increase just
    4 months ago. While most utilities have some form of outside oversight,
    such as a State public service commission and FERC, TVA does not. Are
    you opposed to an outside entity regulating TVA?
        Response. I do not yet have sufficient information about the
    details of TVA's ratemaking process and experience with it to form an
    opinion as to whether having an outside entity regulate TVA would be
    better in terms of helping TVA fulfill its mission and objectives.
        If I am confirmed to the TVA Board, it is clear that the TVA Act
    would place the duty upon the Board to establish the electricity rates
    charged by TVA in keeping with TVA's overall mission and objectives,
    including the objective that power be sold at rates that are as low as
    are feasible.
        I can say without reservation that this duty would be one of the
    Board's more important ones--because TVA's provision of reliable, low-
    cost power is a critical factor in enhancing the economic vitality and
    development of the Tennessee Valley Region.

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     Statement of Robert Duncan, Nominated to be a Member of the Board of
                  Directors of the Tennessee Valley Authority

        Thank you Mr. Chairman. I appreciate the kind remarks from Senators
    McConnell and Bunning on my nomination. I also appreciate the support
    of members of the Kentucky Congressional Delegation.
        I thank President Bush for nominating me to the Tennessee Valley
    Authority Board. I am honored he chose me for this challenging
    position.
        I appreciate the help of the Committee on Environment and Public
    Works and the TVA staff in preparing me for the confirmation hearings.
        I thank my wife Joanne, son Rob, and daughter-in-law Valerie for
    their support and assistance. I regret that they could not be present
    today.
        Mr. Chairman and Senators, as a young boy growing up near the
    Tennessee-Kentucky border, I never imagined I would one day appear
    before a Senate committee as a presidential nominee, and being here
    today is a highlight of my life. I was born in a clinic served by the
    Tennessee Valley Authority, attended the first year of school in a two-
    room building powered by TVA, and observed first hand during the 1950s
    and 1960s the difference TVA made in people's lives. My father still
    lives in Scott County, TN. Although I do not live in the part of
    Kentucky served by TVA, I have a historic appreciation of its role in
    the region.
        I have chosen to spend my life in rural Appalachia and I am
    fortunate to be involved with community and economic development at
    many levels. My background enables me to appreciate the TVA's primary
    mission of generating and transmitting safe, reliable and affordable
    electricity while respecting the environment and promoting economic
    development.
        My decades of experience as a community banker provide a unique
    perspective in analyzing TVA's operational and financial efficiencies.
    I am pleased to see TVA's emphasis on financial flexibility through
    debt reduction. All financial issues must be viewed through the lens of
    changing competition. The electric-utility industry is constantly
    restructuring and the TVA's 158 power distributors customers and 61
    directly served industries and Federal Agencies are constantly looking
    for lower cost power.
        Addressing the need to create clean and safe power is very
    important, and meeting clean air standards is essential. I applaud
    TVA's continuing investment in modifications to its coal-fired plants.
    I am confident that TVA can be a leader in environmental stewardship.
        As an attorney, I read the most recent amendment to the TVA Act
    mandating sweeping change of the agency's management. I embrace the
    enumerated duties of the board and understand, if confirmed, that my
    obligation is to establish broad goals, objectives and policies while
    developing long range plans. Arguably, our most important decision is
    to hire a Chief Executive Officer with senior level experience and hold
    him or her accountable.
        To paraphrase President Bush, being considered for this position is
    not the ambition of a lifetime, but it is the opportunity of a
    lifetime. I promise, if confirmed, I will make the most of the
    opportunity by balancing the needs of the country, the Tennessee
    Valley's residents and the communities in which they live.
        I look forward to answering the committee's questions today, and if
    confirmed, to working with each of you to ensure the success of the
    Tennessee Valley Authority.
                                     ______

           Responses from Robert Duncan to Additional Questions from
                                Senator Jeffords

        Question 1. Do you think that TVA, which has more than $24 billion
    in debt, should take on additional debt to finance new powerplants when
    private industry is willing to accept the financial risk of
    constructing new plants?
        Response. I am pleased to see TVA's emphasis on financial
    flexibility through debt reduction. TVA is responsible for providing an
    adequate supply of reliable, low-cost, clean power for the residents
    and businesses of the Tennessee Valley Region. If confirmed, I will
    consider growth in the region, cost of capital, alternative power
    sources and competition when considering additional generating
    capacity.

        Question 2. Do you feel that TVA should institute some kind of
    competitive bidding for new projects to ensure that the taxpayers of
    the Tennessee Valley region are paying the lowest possible price for
    their power, and that new generation is constructed in a cost-effective
    manner?
        Response. I have insufficient information on TVA's competitive
    bidding process to fully answer the question, but I generally believe
    competitive bidding leads to better financial results. The process must
    provide for differences in quality and reliability as well as price. It
    is imperative that the process be fair and transparent.

        Question 3. What will you do to ensure that TVA is being operated
    as a very efficient business so that financial resources are available
    to continue its investments in state-of-the-art air pollution control
    technology?
        Response. If confirmed, I am committed to implementing the new TVA
    statute. The Board will establish broad goals, objectives, and policies
    while developing long range plans. Arguably, our most important
    decision is to hire a Chief Executive Officer and hold him or her
    accountable. The Board will create committees, conduct public hearings,
    establish electricity rates, and approve the annual budget. I applaud
    TVA's continuing investment in modifications to its coal-fired plants.
    I am confident that TVA can be a leader in environmental stewardship.

        Question 4. Do you support TVA's Green Power Switch program, which
    allows families and companies to voluntarily accept a small surcharge
    on their monthly bill in order to purchase blocks of electricity
    generated from renewable sources?
        Response. Generally, I support TVA's Green Power Switch program,
    but I lack sufficient information to evaluate its operation. I
    encourage volunteer measures to create investment in renewable
    generation.

        Question 5. TVA is an $8 billion entity. TVA charges higher
    electricity rates in some portions of the service territory. An uneven
    playing field makes increased energy costs even more painful. Would
    you, as a member of the TVA Board, seek to make uniform TVA customers'
    rates?
        Response. I am unaware of TVA charging higher electricity rates in
    some portions of the service territory. I am aware that other power
    companies offer lower rates to customers who border the TVA. If
    confirmed, I will examine the existing rate structure and ratemaking
    process to ensure TVA's rates are fair.

        Question 6. The TVA currently has 11 coal-fired powerplants in its
    system. Of these 11, 5 plants are currently without any modern
    pollution controls at all. Many emitting units within the TVA system
    remain uncontrolled today and EPA predicts that even with its latest
    rules, nearly 50 units in the TVA system will not have scrubbers by
    2015. These powerplants are large sources of emissions emitting
    millions of pounds of pollution into the air. What are TVA's specific
    plans for installing controls on these powerplants? Will you commit to
    controlling all of these plants within a specific timeframe?
        Response. I recognize that environmental stewardship, along with
    low-cost power production and technological innovation, is part of
    TVA's objectives and missions. I also recognize an obligation to ensure
    compliance with all laws including environmental statutes and
    regulations. I have insufficient information to specifically answer
    your question about TVA's plans for plant controls and timetables. If
    confirmed, I pledge to learn more about TVA's pollution control
    compliance and to direct and monitor future actions.
                                     ______

           Responses from Robert Duncan to Additional Questions from
                                Senator Bunning

        Question 1. Kentucky TVA customers pay more for power than Kentucky
    customers who use other utilities. Because of this, many Kentucky TVA
    utilities have elected to exercise the rights they have under their
    contracts with TVA and leave the system in order to secure cheaper
    power from other suppliers for their customers. Senator Bunning, along
    with Senator McConnell, introduced legislation last year to provide
    FERC authority to require TVA to provide transmission line access to
    these Kentucky utilities. They have been working with TVA on this issue
    for over a year now. TVA has repeatedly said it would work with
    Senators Bunning and McConnell and so far they have not provided a
    proposal to the satisfaction of the Senators to resolve this critical
    issue for the Kentucky distributors. If you are confirmed to the TVA
    Board, will you pledge to work promptly and diligently to craft a
    resolution on the Kentucky distributor's need for transmission service
    from TVA?
        Response. If confirmed to the TVA Board I will work promptly and
    diligently to offer a solution for the Kentucky distributors' needs for
    transmission service. All financial issues must be viewed through the
    lens of changing competition. Access to TVA's transmission system is an
    important issue for all TVA customers. I will work with other members
    of the Board to address the issue in a manner that is fair and fiscally
    responsible.

        Question 2. TVA's debt now stands at over $25 billion. One of the
    main reasons Senator Bunning supported expanding the TVA Board was my
    hope that it would help TVA get its accounting books and finances in
    order. TVA said 10 years ago it would cut its debt in half by 2007, but
    it hasn't made a lot of progress towards that goal. The President's
    Fiscal Year 2007 Budget states that TVA will reduce its debt by 30
    percent by 2016. So basically, a decade after its first target date TVA
    will achieve only 60 percent of its initial debt reduction target. If
    you are confirmed to the TVA Board, will you work to ensure that TVA
    follows proper accounting measures and significantly reduces its debt?
        Response. If confirmed I will work to ensure that TVA follows
    proper accounting measurers and I will advocate responsible debt
    reduction. The newly constituted TVA Board is required to create an
    audit committee that will focus on overseeing TVA's accounting policies
    to assure they are appropriate and transparent. I am pleased to see
    TVA's emphasis on financial flexibility through debt reduction.
    Although TVA did not meet its initial targets for debt reduction, I
    believe the new Board will take a conservative approach to debt levels.

        Question 3. TVA has announced it plans to increase rates in the
    near future. This rate increase comes after a 7.4 percent increase just
    4 months ago. While most utilities have some form of outside oversight,
    such as a state public service commission and FERC, TVA does not. Are
    you opposed to an outside entity regulating TVA?
        Response. I have insufficient information to advocate or oppose an
    outside entity regulating TVA. The legislation establishing the TVA and
    recent amendments allow the Board to establish electric rates and
    conduct public hearings. I am not familiar with TVA's current
    ratemaking process, but I will carefully examine the process in light
    of your question. I believe the expanded board and delegation of
    authority to a Chief Executive Officer will strengthen the ratemaking
    process.

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    Statement of Susan Richardson Williams, Nominated to be a Member of the
              Board of Directors of the Tennessee Valley Authority

        Good morning. I am honored to be here today as one of President
    Bush's nominees to the Board of the Tennessee Valley Authority. I am
    very grateful to Tennessee's Senators, Majority Leader Bill Frist and
    Lamar Alexander and to my Congressman John Duncan, Jr., for their
    support.
        Mr. Chairman and members of the committee, I appreciate the
    opportunity to appear before you today. The woman you see here has been
    shaped and molded by the Tennessee Valley Authority. I grew up in
    Savannah, TN, a small town in west Tennessee on the banks of the
    Tennessee River. My father worked his entire life for TVA, 45 years at
    retirement, most of it as a Senior Operator at Pickwick Dam near
    Savannah. He was a shift worker who belonged to the International
    Brotherhood of Electrical Workers. He bought Series E savings bonds
    every month through TVA so that my sister and I could attend college. I
    can only imagine what he would think if he were here today to see his
    child nominated to serve on the TVA Board. I am a daughter of the
    Tennessee Valley and would consider it an incredible honor to serve on
    this Board.
        Having this background and knowledge of TVA gives me a unique
    perspective on the history and mission of the agency. I appreciate what
    TVA has done for the people of the Valley but I also recognize that
    there are challenges facing this new Board. I can tell you that I will
    work hard to understand the challenges and make determinations based on
    sound research and careful thought. I have served on the University of
    Tennessee's Board of Trustees for almost 11 years and have run a State
    government agency overseeing over 40,000 employees. My 35-year career
    has been in both the public and private arenas. Based on my work, my
    life's experiences and my knowledge of TVA, I believe I can make a
    valuable contribution to the Board of the Tennessee Valley Authority if
    you choose to confirm me.
        Thank you again for this opportunity and I look forward to
    answering any questions you may have for me.

                                   __________

     Responses from Susan Richardson Williams to Additional Questions from
                                Senator Jeffords

        Question 1. Do you think that TVA, which has more than $24 billion
    in debt, should take on additional debt to finance new powerplants when
    private industry is willing to accept the financial risk of
    constructing new plants?
        Response. As a general rule, I support public/private partnerships
    if they make sense for both entities. If I am confirmed, a major part
    of my responsibility will be to assure that TVA is taking the steps
    necessary to provide an adequate supply of reliable, low-cost, clean
    power for the people and businesses in the Tennessee Valley Region.
    This will require careful and conservative assessments of which, among
    the alternative means of power supply, would be the more fiscally
    responsible for TVA to pursue. The cost of capital and allocation of
    risk are significant issues in deciding whether to add new capacity,
    and I commit to carefully review all aspects of these issues if I were
    to consider adding power generating capacity in the future.

        Question 2. Do you feel that TVA should institute some kind of
    competitive bidding for new projects to ensure that the taxpayers of
    the Tennessee Valley region are paying the lowest possible price for
    their power, and that new generation is constructed in a cost-effective
    manner?
        Response. If confirmed, I will have the opportunity to learn
    exactly what processes TVA currently uses to make these types of
    acquisition and investment decisions. I can assure you that, after
    becoming fully acquainted with those processes, I would assess whether
    any changes would be warranted. With regard to competition generally, I
    believe it can be a very important tool to help assure that low-cost
    decisions are made, while still acquiring the type and quality of
    generation resources required to maintain the reliability of the TVA
    power system.

        Question 3. What will you do to ensure that TVA is being operated
    as a very efficient business so that financial resources are available
    to continue its investments in state-of-the-art air pollution control
    technology?
        Response. If confirmed, I would be committed to carefully studying
    the costs and efficiency of TVA's operations and TVA's load growth,
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to assure that power rates provide sufficient
    revenues and operating costs are at appropriate levels and to define
    the appropriate debt capacity of TVA. I would then work diligently to
    assure that TVA makes continuous progress towards improving and
    maintaining efficiency and financial flexibility to enable TVA to make
    all necessary investments in the power system, including those for
    pollution control, in a timely manner.

        Question 4. Do you support TVA's Green Power Switch program, which
    allows families and companies to voluntarily accept a small surcharge
    on their monthly bill in order to purchase blocks of electricity
    generated from renewable sources?
        Response. If confirmed, I look forward to the opportunity to learn
    more specifically about the Green Power Switch program and how it is
    operating. I can say, from what I have publicly heard to date, that it
    sounds like a worthwhile approach toward encouraging investment in
    renewable generation in the Tennessee Valley Region through voluntary
    measures.

        Question 5. TVA is an $8 billion entity. TVA charges higher
    electricity rates in some portions of the service territory. An uneven
    playing field makes increased energy costs even more painful. Would
    you, as a member of the TVA Board, seek to make uniform TVA customers'
    rates?
        Response. I am not personally aware that such a disparity in TVA
    rate levels by region exists. If confirmed, as part of my specific duty
    to establish TVA's electric power rates, I will examine TVA's existing
    rate structure and rate-making process in greater detail to make
    certain that TVA's rates are fair.

        Question 6. The TVA currently has 11 coal-fired powerplants in its
    system. Of these 11, 5 plants are currently without any modern
    pollution controls at all. Many emitting units within the TVA system
    remain uncontrolled today and EPA predicts that even with its latest
    rules, nearly 50 units in the TVA system will not have scrubbers by
    2015. These powerplants are large sources of emissions emitting
    millions of pounds of pollution into the air. What are TVA's specific
    plans for installing controls on these powerplants? Will you commit to
    controlling all of these plants within a specific timeframe?
        Response. I do not currently have enough information about the
    plans for, and status of, TVA's pollution control compliance efforts to
    offer an informed opinion or make specific commitments concerning such
    efforts. I do recognize that environmental stewardship, along with low-
    cost power and technological innovation, is among TVA's important
    objectives and missions, and I also recognize that I have an obligation
    to ensure that TVA complies with applicable laws, including
    environmental laws. If confirmed, I will have the opportunity learn
    more about TVA's pollution control compliance actions and be in the
    position to assure that TVA is taking the appropriate steps in this
    area.
                                     ______

     Responses from Susan Richardson Williams to Additional Questions from
                                Senator Bunning

        Question 1. Kentucky TVA customers pay more for power than Kentucky
    customers who use other utilities. Because of this, many Kentucky TVA
    utilities have elected to exercise the rights they have under their
    contracts with TVA and leave the system in order to secure cheaper
    power from other suppliers for their customers. Senator Bunning, along
    with Senator McConnell, introduced legislation last year to provide
    FERC authority to require TVA to provide transmission line access to
    these Kentucky utilities. They have been working with TVA on this issue
    for over a year now. TVA has repeatedly said it would work with
    Senators Bunning and McConnell and so far they have not provided a
    proposal to the satisfaction of the Senators to resolve this critical
    issue for the Kentucky distributors. If you are confirmed to the TVA
    Board, will you pledge to work promptly and diligently to craft a
    resolution on the Kentucky distributor's need for transmission service
    from TVA?
        Response. It is my understanding that access to TVA transmission
    system service is a very important issue for distributors of TVA power
    generally, as well as for those located in Kentucky. Unfortunately, I
    have not yet had the opportunity to study the details of this situation
    sufficiently to be able to commit to a particular resolution to the
    varying points of view on this issue at this time.
        I can assure that, if confirmed to the TVA Board, I will be
    committed to putting this issue on my personal TVA study agenda
    promptly to assure that TVA is seeking ways to address the interests of
    TVA's distributor customers who wish to have transmission access in a
    manner that would both be fair to all power customers in TVA's seven-
    state region and keep TVA on a sound financial basis.

        Question 2. TVA's debt now stands at over $25 billion. One of the
    main reasons Senator Bunning supported expanding the TVA Board was my
    hope that it would help TVA get its accounting books and finances in
    order. TVA said 10 years ago it would cut its debt in half by 2007, but
    it hasn't made a lot of progress towards that goal. The President's
    Fiscal Year 2007 Budget states that TVA will reduce its debt by 30
    percent by 2016. So basically, a decade after its first target date TVA
    will achieve only 60 percent of its initial debt reduction target. If
    you are confirmed to the TVA Board, will you work to ensure that TVA
    follows proper accounting measures and significantly reduces its debt?
        Response. I take a conservative approach to managing my own debt
    and I believe TVA should take a conservative approach to its debt
    levels. If confirmed, I would be committed to carefully studying TVA's
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to define the appropriate debt capacity of TVA. I
    would then work diligently to assure that TVA makes continuous progress
    towards reaching financial flexibility. I recognize that managing TVA's
    debt in a fiscally conservative way is key to assuring TVA's financial
    soundness in the future.
        I recognize that there has been disappointment with TVA's progress
    in meeting the debt reduction goals that it set forth in 1997.
        Unfortunately, it is not possible to change the past. But, I can
    commit that I would oversee TVA's financial progress--to better assure
    that TVA will be able to provide reliable power at competitive rates,
    both now and into the future.
        With regard to accounting procedures, if confirmed to the TVA
    Board, the Board will be establishing an Audit Committee, which, among
    other things, will be focused on overseeing TVA's accounting policies
    to assure that they are appropriate and transparent as to TVA's true
    financial condition.

        Question 3. TVA has announced it plans to increase rates in the
    near future. This rate increase comes after a 7.4 percent increase just
    4 months ago. While most utilities have some form of outside oversight,
    such as a state public service commission and FERC, TVA does not. Are
    you opposed to an outside entity regulating TVA?
        Response. If confirmed, I will have the opportunity to gain
    sufficient information about the details of TVA's ratemaking process
    and experience with it. With that information and experience, I would
    be in a better position to form an opinion about whether having an
    outside entity regulate TVA would be better in terms of helping TVA
    fulfill its mission and objectives.
        It is clear that the TVA Act would place the duty upon the Board to
    establish the electricity rates charged by TVA in keeping with TVA's
    overall mission and objectives, including the objective that power be
    sold at rates that are as low as are feasible.
        I can say without reservation that this duty would be one of the
    Board's more important ones--because TVA's provision of reliable, low-
    cost power is a critical factor in enhancing the economic vitality and
    development of the Tennessee Valley Region.

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     Statement of William Sansom, Nominated to be a Member of the Board of
                  Directors of the Tennessee Valley Authority

        I'm honored to appear before you today and be considered as a
    member of this new nine member TVA Board. I want to thank Senator Bill
    Frist and Senator Lamar Alexander for their support and encouragement.
        I appreciate President Bush recommending me as one of the new board
    members to your committee and the Senate.
        I think you have made a wise decision to change the board
    structure, and I'll do all I can to make that a right decision for you
    and the TVA customers. I'll support TVA's missions including providing
    reliable, competitive and environmentally clean electricity to the
    people in this region.
        I've dredged sand and gravel and operated towboats on the Tennessee
    River, plus done a lot of water skiing on the TVA lakes. I recognize
    the navigation requirements, the need to protect the environment,
    provide flood prevention, and effectively use our water resources.
        I look forward to helping set up this new board and providing
    leadership and strategic direction for TVA.
        I think this board can be thoughtful, objective, inquiring and
    deliberate about issues facing TVA today, and I look forward to working
    with you and your goals for TVA and making intelligent business
    decisions.
        Thank you for this opportunity to appear before you today and your
    consideration.
                                     ______

          Responses from William Sansom to Additional Questions from
                                Senator Jeffords

        Question 1. Do you think that TVA, which has more than $24 billion
    in debt, should take on additional debt to finance new powerplants when
    private industry is willing to accept the financial risk of
    constructing new plants?
        Response. If I am confirmed, a major part of my responsibility will
    be to assure that TVA is taking the steps necessary to provide an
    adequate supply of reliable, low-cost, clean power for the people and
    businesses in the Tennessee Valley Region. This will require careful
    and conservative assessments of which, among the alternative means of
    power supply, would be the more fiscally responsible for TVA to pursue.
    The cost of capital and allocation of risk are significant issues in
    deciding whether to add new capacity, and I commit to carefully review
    all aspects of these issues if I were to consider adding power
    generating capacity in the future.

        Question 2. Do you feel that TVA should institute some kind of
    competitive bidding for new projects to ensure that the taxpayers of
    the Tennessee Valley region are paying the lowest possible price for
    their power, and that new generation is constructed in a cost-effective
    manner?
        Response. I have not yet had the opportunity to learn exactly what
    processes TVA currently uses to make these types of acquisition and
    investment decisions. If confirmed, I can assure you that I would
    become fully acquainted with those processes and determine if any
    changes would be warranted. With regard to competition generally, I
    believe it can be a very important tool to help assure that low-cost
    decisions are made, while still acquiring the type and quality of
    generation resources required to maintain the reliability of the TVA
    power system.

        Question 3. What will you do to ensure that TVA is being operated
    as a very efficient business so that financial resources are available
    to continue its investments in state-of-the-art air pollution control
    technology?
        Response. If confirmed, I would be committed to carefully studying
    the costs and efficiency of TVA's operations and TVA's load growth,
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to assure that power rates provide sufficient
    revenues and operating costs are at appropriate levels and to define
    the appropriate debt capacity of TVA. I would then work diligently to
    assure that TVA makes continuous progress towards improving and
    maintaining efficiency and financial flexibility to enable TVA to make
    all necessary investments in the power system, including those for
    pollution control, in a timely manner.

        Question 4. Do you support TVA's Green Power Switch program, which
    allows families and companies to voluntarily accept a small surcharge
    on their monthly bill in order to purchase blocks of electricity
    generated from renewable sources?
        Response. Before offering unqualified support for any particular
    TVA program, I would first like to have the opportunity, if confirmed,
    to learn more specifically about that program and how it is operating.
    However, with respect to the Green Power Switch program, I can say,
    from what I have publicly heard to date, that it sounds like a
    worthwhile approach toward encouraging investment in renewable
    generation in the Tennessee Valley Region through voluntary measures.

        Question 5. TVA is an $8 billion entity. TVA charges higher
    electricity rates in some portions of the service territory. An uneven
    playing field makes increased energy costs even more painful. Would
    you, as a member of the TVA Board, seek to make uniform TVA customers'
    rates?
        Response. I am not personally aware that such a disparity in TVA
    rate levels by region exists. If confirmed, as part of my specific duty
    to establish TVA's electric power rates, I will examine TVA's existing
    rate structure and rate-making process in greater detail to make
    certain that TVA's rates are fair.

        Question 6. The TVA currently has 11 coal-fired powerplants in its
    system. Of these 11, 5 plants are currently without any modern
    pollution controls at all. Many emitting units within the TVA system
    remain uncontrolled today and EPA predicts that even with its latest
    rules, nearly 50 units in the TVA system will not have scrubbers by
    2015. These powerplants are large sources of emissions emitting
    millions of pounds of pollution into the air. What are TVA's specific
    plans for installing controls on these powerplants? Will you commit to
    controlling all of these plants within a specific timeframe?
        Response. I do not currently have enough information about the
    plans for, and status of, TVA's pollution control compliance efforts to
    offer an informed opinion or make specific commitments concerning such
    efforts. I do recognize that environmental stewardship, along with low-
    cost power and technological innovation, is among TVA's important
    objectives and missions, and I also recognize that I have an obligation
    to ensure that TVA complies with applicable laws, including
    environmental laws. If confirmed, I will have the opportunity learn
    more about TVA's pollution control compliance actions and be in the
    position to assure that TVA is taking the appropriate steps in this
    area.
                                     ______

          Responses from William Sansom to Additional Questions from
                                Senator Bunning

        Question 1. Kentucky TVA customers pay more for power than Kentucky
    customers who use other utilities. Because of this, many Kentucky TVA
    utilities have elected to exercise the rights they have under their
    contracts with TVA and leave the system in order to secure cheaper
    power from other suppliers for their customers. Senator Bunning, along
    with Senator McConnell, introduced legislation last year to provide
    FERC authority to require TVA to provide transmission line access to
    these Kentucky utilities. They have been working with TVA on this issue
    for over a year now. TVA has repeatedly said it would work with
    Senators Bunning and McConnell and so far they have not provided a
    proposal to the satisfaction of the Senators to resolve this critical
    issue for the Kentucky distributors. If you are confirmed to the TVA
    Board, will you pledge to work promptly and diligently to craft a
    resolution on the Kentucky distributor's need for transmission service
    from TVA?
        Response. It is my understanding that access to TVA transmission
    system service is a very important issue for distributors of TVA power
    generally, as well as for those located in Kentucky. Unfortunately, I
    have not had the opportunity to study the details of this situation
    sufficiently to be able to commit to a particular resolution to the
    varying points of view on this issue at this time.
        I can assure that, if confirmed to the TVA Board, I would be
    committed to promptly devote my efforts to assure that TVA is seeking
    ways to address the interests of TVA's distributor customers who wish
    to have transmission access in a manner that would both be fair to all
    power customers in TVA's seven-state region and keep TVA on a sound
    financial basis.

        Question 2. TVA's debt now stands at over $25 billion. One of the
    main reasons Senator Bunning supported expanding the TVA Board was my
    hope that it would help TVA get its accounting books and finances in
    order. TVA said 10 years ago it would cut its debt in half by 2007, but
    it hasn't made a lot of progress towards that goal. The President's
    Fiscal Year 2007 Budget states that TVA will reduce its debt by 30
    percent by 2016. So basically, a decade after its first target date TVA
    will achieve only 60 percent of its initial debt reduction target. If
    you are confirmed to the TVA Board, will you work to ensure that TVA
    follows proper accounting measures and significantly reduces its debt?
        Response. I believe in taking a conservative approach to debt
    levels. If confirmed, I would be committed to carefully studying TVA's
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to define the appropriate debt capacity of TVA. I
    would then work diligently to assure that TVA makes continuous progress
    towards reaching financial flexibility. I recognize that managing TVA's
    debt in a fiscally conservative way is key to assuring TVA's financial
    soundness in the future.
        I recognize that there has been disappointment with TVA's progress
    in meeting the debt reduction goals that it set forth in 1997.
        Unfortunately, it is not possible to change the past. But, I can
    commit that I would oversee TVA's financial progress--to better assure
    that TVA will be able to provide reliable power at competitive rates,
    both now and into the future.
        With regard to accounting procedures, if confirmed to the TVA
    Board, the Board will be establishing an Audit Committee, which, among
    other things, will be focused on overseeing TVA's accounting policies
    to assure that they are appropriate and transparent as to TVA's true
    financial condition.

        Question 3. TVA has announced it plans to increase rates in the
    near future. This rate increase comes after a 7.4 percent increase just
    4 months ago. While most utilities have some form of outside oversight,
    such as a state public service commission and FERC, TVA does not. Are
    you opposed to an outside entity regulating TVA?
        Response. I do not yet have sufficient information about the
    details of TVA's ratemaking process and experience with it to form an
    opinion as to whether having an outside entity regulate TVA would be
    better in terms of helping TVA fulfill its mission and objectives.
        If I am confirmed to the TVA Board, it is clear that the TVA Act
    would place the duty upon the Board to establish the electricity rates
    charged by TVA in keeping with TVA's overall mission and objectives,
    including the objective that power be sold at rates that are as low as
    are feasible.
        I can say without reservation that this duty would be one of the
    Board's more important ones--because TVA's provision of reliable, low-
    cost power is a critical factor in enhancing the economic vitality and
    development of the Tennessee Valley Region.

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     Statement of Howard Thrailkill, Nominated to be a Member of the Board
                 of Directors of the Tennessee Valley Authority

        Thank you, Mr. Chairman. It is a great privilege for me to appear
    before you and the distinguished members of this committee, as you
    consider my nomination for the Tennessee Valley Authority Board of
    Directors. In that regard, I also want to express my gratitude to
    Senator Richard Shelby, Senator Jeff Sessions and Congressman Bud
    Cramer who have encouraged me to come before you today. Finally, I must
    also acknowledge my wife, Donna Thrailkill, who offers her support by
    her presence at these proceedings.
        Mr. Chairman, I deeply respect the heightened importance of this
    confirmation hearing, the first to consider seating a restructured
    Board of Directors under broad amendments to the TVA Act, as recently
    enacted by Congress. It is also the first following passage of the
    Energy Policy Act of 2005, after so many years of debate. These are
    fundamental changes in direction for TVA and the Nation. Therefore, I
    am mindful of the formidable obligation and responsibility I must
    shoulder, if you choose to confirm my nomination. If you do, you can
    rely upon my applying the full measure of my ability, background and
    experience to this endeavor.
        In my view, Congress has given TVA an historic opportunity to renew
    and to transform itself. You have pointed the way to a new horizon. The
    newly established Board will now bear the responsibility for
    implementation of your vision, and you should hold it accountable for
    doing so.
        Having met individually with each of the other current nominees and
    the two incumbent Board members, I commend them to you and look forward
    to serving with them. Upon your confirmation, I am convinced this Board
    has the breadth of knowledge and experience to move aggressively and
    begin meeting your expectations. With their business acumen and
    maturity, I am confident they will move in a financially and socially
    responsible fashion as well.
        Working together, I believe this Board can guide TVA to achievement
    of new standards of excellence in the delivery of clean, low-cost,
    reliable electric power to its customers. TVA should accept nothing
    less than becoming ``best of class'' in this Nation.
        As TVA crafts its future along the path you have charted, it is
    clear to me that the innovative application of technology will be
    critical to TVA's success. As a practical matter, no other approach
    will power continued economic development in the Tennessee Valley,
    while meeting ever tighter environmental standards for air and water
    quality. Technology is also fundamental to TVA's delivering electric
    service to its customers at lowest cost and highest reliability. There
    are simply no practical alternatives that don't introduce downside
    consequences that are unacceptable in my view.
        In this environment, I believe my background as an engineer,
    technologist and business executive could provide important balance and
    perspective that will augment the backgrounds of other Board members.
    Throughout my career in private enterprise, organizations I have headed
    were built around large, complex engineering teams and programs not
    unlike those TVA must undertake to succeed. There is little doubt that
    the new Board will be called upon to endorse many complex, costly
    programs whose success hinges upon correct assessment of technical and
    financial alternatives. For more than three decades, that has been the
    nature of my work, and I offer that experience and expertise to this
    effort without reservation.
        In closing I would like to affirm my love for the Tennessee Valley
    and the natural beauty of its rivers, lakes, hills and valleys. Even
    though we moved to Alabama from a home near the Columbia River basin in
    Oregon, my wife and I have found the river basin managed by TVA to be
    no less stunning and fragile. On many occasions while traveling around
    the area, I have pulled over and marveled at the incredible vistas we
    have in our valley. If confirmed, I pledge my strong support for TVA's
    continued program of environmental stewardship and responsible
    management of the Tennessee River system and resources.
        Mr. Chairman, I am energized by the prospect of service as a member
    TVA's Board of Directors during this critical period when energy
    service providers are moving in new directions. I firmly believe that
    the new TVA can be and will be worthy of its heritage.
        Thank you for your consideration.
                                     ______

         Responses from Howard Thrailkill to Additional Questions from
                                Senator Jeffords

        Question 1. Do you think that TVA, which has more than $24 billion
    in debt, should take on additional debt to finance new powerplants when
    private industry is willing to accept the financial risk of
    constructing new plants?
        Response. If I am confirmed, a major part of my responsibility will
    be to assure that TVA is taking the steps necessary to provide an
    adequate supply of reliable, low-cost, clean power for the people and
    businesses in the Tennessee Valley Region. This will require careful
    and conservative assessments of which, among the alternative means of
    power supply, would be the more fiscally responsible for TVA to pursue.
    The cost of capital and allocation of risk are significant issues in
    deciding whether to add new capacity, and I commit to carefully review
    all aspects of these issues if I were to consider adding power
    generating capacity in the future.

        Question 2. Do you feel that TVA should institute some kind of
    competitive bidding for new projects to ensure that the taxpayers of
    the Tennessee Valley region are paying the lowest possible price for
    their power, and that new generation is constructed in a cost-effective
    manner?
        Response. I have not yet had the opportunity to learn exactly what
    processes TVA currently uses to make these types of acquisition and
    investment decisions. If confirmed, I can assure you that I would
    become fully acquainted with those processes and determine if any
    changes would be warranted. With regard to competition generally, I
    believe it can be a very important tool to help assure that low-cost
    decisions are made, while still acquiring the type and quality of
    generation resources required to maintain the reliability of the TVA
    power system.

        Question 3. What will you do to ensure that TVA is being operated
    as a very efficient business so that financial resources are available
    to continue its investments in state-of-the-art air pollution control
    technology?
        Response. If confirmed, I would be committed to carefully studying
    the costs and efficiency of TVA's operations and TVA's load growth,
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to assure that power rates provide sufficient
    revenues and operating costs are at appropriate levels and to define
    the appropriate debt capacity of TVA. I would then work diligently to
    assure that TVA makes continuous progress towards improving and
    maintaining efficiency and financial flexibility to enable TVA to make
    all necessary investments in the power system, including those for
    pollution control, in a timely manner.

        Question 4. Do you support TVA's Green Power Switch program, which
    allows families and companies to voluntarily accept a small surcharge
    on their monthly bill in order to purchase blocks of electricity
    generated from renewable sources?
        Response. Before offering unqualified support for any particular
    TVA program, I would first like to have the opportunity, if confirmed,
    to learn more specifically about that program and how it is operating.
    However, with respect to the Green Power Switch program, I can say,
    from what I have publicly heard to date, that it sounds like a
    worthwhile approach toward encouraging investment in renewable
    generation in the Tennessee Valley Region through voluntary measures.

        Question 5. TVA is an $8 billion entity. TVA charges higher
    electricity rates in some portions of the service territory. An uneven
    playing field makes increased energy costs even more painful. Would
    you, as a member of the TVA Board, seek to make uniform TVA customers'
    rates?
        Response. I am not personally aware that such a disparity in TVA
    rate levels by region exists. If confirmed, as part of my specific duty
    to establish TVA's electric power rates, I will examine TVA's existing
    rate structure and rate-making process in greater detail to make
    certain that TVA's rates are fair.

        Question 6. The TVA currently has 11 coal-fired powerplants in its
    system. Of these 11, 5 plants are currently without any modern
    pollution controls at all. Many emitting units within the TVA system
    remain uncontrolled today and EPA predicts that even with its latest
    rules, nearly 50 units in the TVA system will not have scrubbers by
    2015. These powerplants are large sources of emissions emitting
    millions of pounds of pollution into the air. What are TVA's specific
    plans for installing controls on these powerplants? Will you commit to
    controlling all of these plants within a specific timeframe?
        Response. I do not currently have enough information about the
    plans for, and status of, TVA's pollution control compliance efforts to
    offer an informed opinion or make specific commitments concerning such
    efforts. I do recognize that environmental stewardship, along with low-
    cost power and technological innovation, is among TVA's important
    objectives and missions, and I also recognize that I have an obligation
    to ensure that TVA complies with applicable laws, including
    environmental laws. If confirmed, I will have the opportunity learn
    more about TVA's pollution control compliance actions and be in the
    position to assure that TVA is taking the appropriate steps in this
    area.
                                     ______

         Responses from Howard Thrailkill to Additional Questions from
                                Senator Bunning

        Question 1. Kentucky TVA customers pay more for power than Kentucky
    customers who use other utilities. Because of this, many Kentucky TVA
    utilities have elected to exercise the rights they have under their
    contracts with TVA and leave the system in order to secure cheaper
    power from other suppliers for their customers. Senator Bunning, along
    with Senator McConnell, introduced legislation last year to provide
    FERC authority to require TVA to provide transmission line access to
    these Kentucky utilities. They have been working with TVA on this issue
    for over a year now. TVA has repeatedly said it would work with
    Senators Bunning and McConnell and so far they have not provided a
    proposal to the satisfaction of the Senators to resolve this critical
    issue for the Kentucky distributors. If you are confirmed to the TVA
    Board, will you pledge to work promptly and diligently to craft a
    resolution on the Kentucky distributor's need for transmission service
    from TVA?
        Response. It is my understanding that access to TVA transmission
    system service is a very important issue for distributors of TVA power
    generally, as well as for those located in Kentucky. Unfortunately, I
    have not had the opportunity to study the details of this situation
    sufficiently to be able to commit to a particular resolution to the
    varying points of view on this issue at this time.
        I can assure that, if confirmed to the TVA Board, I would be
    committed to promptly devote my efforts to assure that TVA is seeking
    ways to address the interests of TVA's distributor customers who wish
    to have transmission access in a manner that would both be fair to all
    power customers in TVA's seven-state region and keep TVA on a sound
    financial basis.

        Question 2. TVA's debt now stands at over $25 billion. One of the
    main reasons Senator Bunning supported expanding the TVA Board was my
    hope that it would help TVA get its accounting books and finances in
    order. TVA said 10 years ago it would cut its debt in half by 2007, but
    it hasn't made a lot of progress towards that goal. The President's
    Fiscal Year 2007 Budget states that TVA will reduce its debt by 30
    percent by 2016. So basically, a decade after its first target date TVA
    will achieve only 60 percent of its initial debt reduction target. If
    you are confirmed to the TVA Board, will you work to ensure that TVA
    follows proper accounting measures and significantly reduces its debt?
        Response. I believe in taking a conservative approach to debt
    levels. If confirmed, I would be committed to carefully studying TVA's
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to define the appropriate debt capacity of TVA. I
    would then work diligently to assure that TVA makes continuous progress
    towards reaching financial flexibility. I recognize that managing TVA's
    debt in a fiscally conservative way is key to assuring TVA's financial
    soundness in the future.
        I recognize that there has been disappointment with TVA's progress
    in meeting the debt reduction goals that it set forth in 1997.
        Unfortunately, it is not possible to change the past. But, I can
    commit that I would oversee TVA's financial progress--to better assure
    that TVA will be able to provide reliable power at competitive rates,
    both now and into the future.
        With regard to accounting procedures, if confirmed to the TVA
    Board, the Board will be establishing an Audit Committee, which, among
    other things, will be focused on overseeing TVA's accounting policies
    to assure that they are appropriate and transparent as to TVA's true
    financial condition.

        Question 3. TVA has announced it plans to increase rates in the
    near future. This rate increase comes after a 7.4 percent increase just
    4 months ago. While most utilities have some form of outside oversight,
    such as a State public service commission and FERC, TVA does not. Are
    you opposed to an outside entity regulating TVA?
        Response. I do not yet have sufficient information about the
    details of TVA's ratemaking process and experience with it to form an
    opinion as to whether having an outside entity regulate TVA would be
    better in terms of helping TVA fulfill its mission and objectives.
        If I am confirmed to the TVA Board, it is clear that the TVA Act
    would place the duty upon the Board to establish the electricity rates
    charged by TVA in keeping with TVA's overall mission and objectives,
    including the objective that power be sold at rates that are as low as
    are feasible.
        I can say without reservation that this duty would be one of the
    Board's more important ones--because TVA's provision of reliable, low-
    cost power is a critical factor in enhancing the economic vitality and
    development of the Tennessee Valley Region.

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    [GRAPHIC] [TIFF OMITTED] T2269.109

    Statement of Donald DePriest, Nominated to be a Member of the Board of
                  Directors of the Tennessee Valley Authority

        Mr. Chairman, members of the committee. There is probably no
    greater honor than to be asked by the President to serve the Nation,
    and as President Bush's nominee as a Director of the Tennessee Valley
    Authority, I am thankful for the opportunity to serve. Mississippi's
    two marvelous Senators, Thad Cochran and Trent Lott, have been
    unwavering in their support and encouragement, and I will be forever
    grateful to them. Congressmen Wicker and Pickering, as well as Governor
    Barbour, have offered their assistance and advice. It is generous of
    you, Mr. Chairman, and members of the committee, to take the time to so
    promptly address our nominations. I appreciate your kindness.
        TVA has been important to me for my entire life. I can remember the
    day at age 6, electricity was first turned on at our house in the
    country near Dyer, TN. The establishment of this great institution
    transformed an impoverished region into a flourishing and wonderful
    part of the world. I will do my part, if confirmed, to see that the
    Tennessee Valley Authority continues its mission in an ever improving
    way.
        I have lived in Columbus, MS, since 1963. I moved there to open an
    industry that continues to operate today, and which depends on
    reliable, low-cost electric power provided by Columbus Light & Water, a
    TVA distributor. I came to Mississippi from Tennessee, where I am the
    seventh generation of my family in the State. Gibson County Electric
    Membership Co-Operative, now Gibson Electric, was formed and chaired by
    my uncle, Charles Garner, for 40 years. So I have a legacy to fulfill
    in continuing and improving TVA's service.
        The Tennessee Valley Authority is the largest power generator in
    the Nation, and must continue to produce large quantities of low-cost,
    reliable and clean power. It is a mammoth enterprise that requires
    prudent management and financial integrity. It has a unique capacity to
    control its own rates and funding sources, and operates primarily like
    a private enterprise with a public purpose. In expanding the Board of
    Directors and creating the Chief Executive Officer, Congress has
    restructured TVA to meet the challenges of a growing organization in
    the power generation industry. We should keep in mind that TVA is not
    just an enterprise, but a leader in electric power, and it carries with
    its power generation mission the important task of aiding economic
    development in the TVA area. This arm of TVA is critical to America's
    future. This role means that TVA must accommodate shifting trends for
    this industry, promote employment of citizens within its area, advance
    technological development, secure energy sources, and protect national
    security.
        My experience in building and developing industries and new
    technologies should contribute to the decision to advance the
    objectives of TVA. I was a board member and Chairman of one of TVA's
    distributors in Columbus, MS, during the turbulent oil and energy
    crisis of the 1970s. This experience should be helpful in my role on
    the Board of TVA.
        I must note that the other nominees to the newly expanded board of
    TVA are quality, thoughtful people of diversified skills that will
    bring depth of experience and a variety of viewpoints to the
    organization, which is vital to making decisions that affect thousands
    of employees, 158 distributors, and millions of users/customers. The
    board must deal with issues and opportunities associated with types of
    power generation and energy sources, financial planning, budgeting and
    execution regarding these issues on a giant scale. Management of
    appropriate debt levels commensurate with making appropriate power
    rates and capital expenditures, human resources, environmental matters,
    land use, legal challenges, service areas and distributor relations,
    finding a world-class CEO, corporate governance, megasites for
    industrial/economic development, and probably countless other
    challenges must be effectively solved. This requires the skillsets and
    experience gained in dealing with large and diverse organizations, and
    the new board must possess these skills and be prepared to act with
    precision. If confirmed, I will bring my own experience to bear in
    having formed, managed, and operated several companies of national and
    international scope in telecommunications, manufacturing, and
    broadcasting. These include having established one of the two original
    cellular carriers in all the TVA region's major markets.
        To summarize my thoughts about TVA's future and its challenges:
        1. TVA must continue to produce large amounts of low cost,
    reliable, and clean power while positioning itself as a technology
    leader in these areas. TVA should maintain excess emergency generating
    capacity, and must have back-up plans at all times to insure there is
    never a service interruption.
        2. The Tennessee Valley Authority is in a unique position with its
    form of organization/governance, rate making, and power generating to
    have the highest credit rating. TVA must keep this rating by being
    consistent with proper debt levels and capital expense.
        3. TVA should maintain the best of relations with all of its people
    (publics). This includes distributors, industrial customers, trade
    groups, all levels of government, economic development organizations,
    employees/labor unions, and others.
        4. The organization must take the lead in encouraging energy
    conservation at all levels.
        5. TVA must maintain/take the lead in nuclear power generation,
    coal gasification (including work on carbon recapture) and other
    technologies that produce clean power.
        6. The management of the Tennessee River system must be constantly
    revisited and strategic plans kept in place and implemented for this
    valuable economic and recreational resource.
        7. The highest standards of corporate governance should
    consistently be maintained, and the professional standards of the
    organization, from top to bottom, must set the mark for confidence for
    public or private companies.
        8. The board must always keep in mind that the people own this
    organization, and that the public good prevails. The conduct of the
    business of TVA must be performed with this as the guiding principle.
        Mr. Chairman, I thank you and all members of this committee for
    your work and kind consideration in this confirmation process, and, if
    I am confirmed, I pledge to fulfill the duties of this board position
    in a vigorous and energetic way, always keeping first in my mind the
    needs of TVA's owners.
                                     ______

          Responses from Donald DePriest to Additional Questions from
                                Senator Jeffords

        Question 1. Do you think that TVA, which has more than $24 billion
    in debt, should take on additional debt to finance new powerplants when
    private industry is willing to accept the financial risk of
    constructing new plants?
        Response. If I am confirmed, a major part of my responsibility will
    be to assure that TVA is taking the steps necessary to provide an
    adequate supply of reliable, low-cost, clean power for the people and
    businesses in the Tennessee Valley Region. This will require careful
    and conservative assessments of which, among the alternative means of
    power supply, would be the more fiscally responsible for TVA to pursue.
    The cost of capital and allocation of risk are significant issues in
    deciding whether to add new capacity, and I commit to carefully review
    all aspects of these issues if I were to consider adding power
    generating capacity in the future.

        Question 2. Do you feel that TVA should institute some kind of
    competitive bidding for new projects to ensure that the taxpayers of
    the Tennessee Valley region are paying the lowest possible price for
    their power, and that new generation is constructed in a cost-effective
    manner?
        Response. I have not yet had the opportunity to learn exactly what
    processes TVA currently uses to make these types of acquisition and
    investment decisions. If confirmed, I can assure you that I would
    become fully acquainted with those processes and determine if any
    changes would be warranted. With regard to competition generally, I
    believe it can be a very important tool to help assure that low-cost
    decisions are made, while still acquiring the type and quality of
    generation resources required to maintain the reliability of the TVA
    power system.

        Question 3. What will you do to ensure that TVA is being operated
    as a very efficient business so that financial resources are available
    to continue its investments in state-of-the-art air pollution control
    technology?
        Response. If confirmed, I would be committed to carefully studying
    the costs and efficiency of TVA's operations and TVA's load growth,
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to assure that power rates provide sufficient
    revenues and operating costs are at appropriate levels and to define
    the appropriate debt capacity of TVA. I would then work diligently to
    assure that TVA makes continuous progress towards improving and
    maintaining efficiency and financial flexibility to enable TVA to make
    all necessary investments in the power system, including those for
    pollution control, in a timely manner.

        Question 4. Do you support TVA's Green Power Switch program, which
    allows families and companies to voluntarily accept a small surcharge
    on their monthly bill in order to purchase blocks of electricity
    generated from renewable sources?
        Response. Before offering unqualified support for any particular
    TVA program, I would first like to have the opportunity, if confirmed,
    to learn more specifically about that program and how it is operating.
    However, with respect to the Green Power Switch program, I can say,
    from what I have publicly heard to date, that it sounds like a
    worthwhile approach toward encouraging investment in renewable
    generation in the Tennessee Valley Region through voluntary measures.

        Question 5. TVA is an $8 billion entity. TVA charges higher
    electricity rates in some portions of the service territory. An uneven
    playing field makes increased energy costs even more painful. Would
    you, as a member of the TVA Board, seek to make uniform TVA customers'
    rates?
        Response. I am not personally aware that such a disparity in TVA
    rate levels by region exists. If confirmed, as part of my specific duty
    to establish TVA's electric power rates, I will examine TVA's existing
    rate structure and rate-making process in greater detail to make
    certain that TVA's rates are fair.

        Question 6. The TVA currently has 11 coal-fired powerplants in its
    system. Of these 11, 5 plants are currently without any modern
    pollution controls at all. Many emitting units within the TVA system
    remain uncontrolled today and EPA predicts that even with its latest
    rules, nearly 50 units in the TVA system will not have scrubbers by
    2015. These powerplants are large sources of emissions emitting
    millions of pounds of pollution into the air. What are TVA's specific
    plans for installing controls on these powerplants? Will you commit to
    controlling all of these plants within a specific timeframe?
        Response. I do not currently have enough information about the
    plans for, and status of, TVA's pollution control compliance efforts to
    offer an informed opinion or make specific commitments concerning such
    efforts. I do recognize that environmental stewardship, along with low-
    cost power and technological innovation, is among TVA's important
    objectives and missions, and I also recognize that I have an obligation
    to ensure that TVA complies with applicable laws, including
    environmental laws. If confirmed, I will have the opportunity learn
    more about TVA's pollution control compliance actions and be in the
    position to assure that TVA is taking the appropriate steps in this
    area.
                                     ______

          Responses from Donald DePriest to Additional Questions from
                                Senator Bunning

        Question 1. Kentucky TVA customers pay more for power than Kentucky
    customers who use other utilities. Because of this, many Kentucky TVA
    utilities have elected to exercise the rights they have under their
    contracts with TVA and leave the system in order to secure cheaper
    power from other suppliers for their customers. Senator Bunning, along
    with Senator McConnell, introduced legislation last year to provide
    FERC authority to require TVA to provide transmission line access to
    these Kentucky utilities. They have been working with TVA on this issue
    for over a year now. TVA has repeatedly said it would work with
    Senators Bunning and McConnell and so far they have not provided a
    proposal to the satisfaction of the Senators to resolve this critical
    issue for the Kentucky distributors. If you are confirmed to the TVA
    Board, will you pledge to work promptly and diligently to craft a
    resolution on the Kentucky distributor's need for transmission service
    from TVA?
        Response. It is my understanding that access to TVA transmission
    system service is a very important issue for distributors of TVA power
    generally, as well as for those located in Kentucky. Unfortunately, I
    have not had the opportunity to study the details of this situation
    sufficiently to be able to commit to a particular resolution to the
    varying points of view on this issue at this time.
        I can assure that, if confirmed to the TVA Board, I would be
    committed to promptly devote my efforts to assure that TVA is seeking
    ways to address the interests of TVA's distributor customers who wish
    to have transmission access in a manner that would both be fair to all
    power customers in TVA's seven-state region and keep TVA on a sound
    financial basis.

        Question 2. TVA's debt now stands at over $25 billion. One of the
    main reasons Senator Bunning supported expanding the TVA Board was my
    hope that it would help TVA get its accounting books and finances in
    order. TVA said 10 years ago it would cut its debt in half by 2007, but
    it hasn't made a lot of progress towards that goal. The President's
    Fiscal Year 2007 Budget states that TVA will reduce its debt by 30
    percent by 2016. So basically, a decade after its first target date TVA
    will achieve only 60 percent of its initial debt reduction target. If
    you are confirmed to the TVA Board, will you work to ensure that TVA
    follows proper accounting measures and significantly reduces its debt?
        Response. I believe in taking a conservative approach to debt
    levels. If confirmed, I would be committed to carefully studying TVA's
    cash flows, coverage ratios, balance sheet strengths and sensitivities
    and other factors to define the appropriate debt capacity of TVA. I
    would then work diligently to assure that TVA makes continuous progress
    towards reaching financial flexibility. I recognize that managing TVA's
    debt in a fiscally conservative way is key to assuring TVA's financial
    soundness in the future.
        I recognize that there has been disappointment with TVA's progress
    in meeting the debt reduction goals that it set forth in 1997.
        Unfortunately, it is not possible to change the past. But, I can
    commit that I would oversee TVA's financial progress--to better assure
    that TVA will be able to provide reliable power at competitive rates,
    both now and into the future.
        With regard to accounting procedures, if confirmed to the TVA
    Board, the Board will be establishing an Audit Committee, which, among
    other things, will be focused on overseeing TVA's accounting policies
    to assure that they are appropriate and transparent as to TVA's true
    financial condition.

        Question 3. TVA has announced it plans to increase rates in the
    near future. This rate increase comes after a 7.4 percent increase just
    4 months ago. While most utilities have some form of outside oversight,
    such as a state public service commission and FERC, TVA does not. Are
    you opposed to an outside entity regulating TVA?
        Response. I do not yet have sufficient information about the
    details of TVA's ratemaking process and experience with it to form an
    opinion as to whether having an outside entity regulate TVA would be
    better in terms of helping TVA fulfill its mission and objectives.
        If I am confirmed to the TVA Board, it is clear that the TVA Act
    would place the duty upon the Board to establish the electricity rates
    charged by TVA in keeping with TVA's overall mission and objectives,
    including the objective that power be sold at rates that are as low as
    are feasible.
        I can say without reservation that this duty would be one of the
    Board's more important ones--because TVA's provision of reliable, low-
    cost power is a critical factor in enhancing the economic vitality and
    development of the Tennessee Valley Region.

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