Reliant has proposed a change to the assignment language as set forth below:

© This Agreement, the Underlying Master Agreements and Transactions thereunder, and any rights to amounts payable to a Party thereunder, shall not be assigned by any Enron Party or any Counterparty Party without the prior written consent of Counterparty Party or Enron Party, respectively, which consent may be given or withheld at the sole discretion of the non-assigning Party, except (i) as expressly set forth herein and (ii) pursuant to a. A Party's consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under any Underlying Master Agreement)shall be permitted under the terms of this Agreement on the condition that no such action diminishes, reduces, impairs or otherwise adversely affects any rights or obligations under this Agreement.

We need to clarify in the last sentence that the assignment upon merger may occur without consent upon a merger event. I've got a call into Dede to find out why they are deleting the right to assign pursuant to a transfer of substantially all of the assets. Otherwise, what are your thoughts on the revised language?

Leslie