NYSEG/Enron ISDA Letter of 4/16/01

In response to your detailed letter on finalizing issues for the ISDA
negotiation, we have return comments on your numbers 2 and 3 only. All
other issues can be considered finalized.

2. Part 4(h) of Schedule - Arbitration - We would like to finalize this
with litigation in Texas courts under NY law.

3. Part 5(j) of Schedule - Transfer - see attached redlined file for our
proposed inserts.

(See attached file: Enronisda insert.doc)

If you would like to discuss these matters, please contact me at
(607)762-7688 or NYSEG's attorney, Janine Huber at (607)762-7939.

Maria Gelnett
- Enronisda insert.doc