NYSEG - Assignment language

To be added at the end of our insert regarding Transfers:

Party B may transfer its rights and obligations under this Agreement, in
whole but not in part, to any Affiliate provided that no such assignment
shall relieve Party B of its obligations hereunder and Party B shall be
continue to be responsible for such Affiliate's obligations hereunder unless
Party A approves of such Affiliate in writing, which approval may be withheld
by Party A at Party A's sole discretion.

Let me know what you think. Also, we may want to think about adding a
provision to our form that states that ENA would be released of any
obligations under the ISDA in the event it assigns the ISDA to an Affiliate
so long as the Enron Corp. Guaranty stays in place.

Jason