Re: NYSEG - Assignment language

Here is my restatement of your insert:

Party B may transfer its rights and obligations under Agreement, in whole but
not in part, to any Affiliate without the consent of Party A provided that no
such assignment shall relieve Party B of its rights, duties or obligations
under this Agreement, including the Credit Support Annex and any
Transactions, and Party B covenants and agrees that it will remain
responsible for and assume all existing and future obligations under this
Agreement and all Transactions. If Party A provides written consent to a
transfer from Party B to an Affiliate of Party B, then Party B shall be
released from its obligations under the Agreement. For the avoidance of
doubt, Party A in its sole discretion may withhold consent to any transfer
from Party B to an Affiliate of Party B .

"JASON PETERS" <PETEJ@andrews-kurth.com<
11/01/2000 03:38 PM

To: <Sara.Shackleton@enron.com<
cc:
Subject: 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