Ed:

Attached are the following:

1.	ConEd's form of Schedule and Paragraph 13 and

2.	Our comparison of the above documents.

Please review the following credit related items and let me know if you are okay with ConEd's language or if you would prefer our revision:

1.	Part 1(c) - "Cross Default" - ConEd has left in the provision re cross acceleration, which we usually take out, but leave in if our counterparty is a financial institution.

2.	Part 1(d) - "Credit Event Upon Merger" - will you agree to ConEd's language?

Also, I know you said that we were just going to comment on ConEd's version without credit, but Sara wanted to know if you want to include cross-default thresholds and the same matrix we are using in the two specific transactions.

Please let me have your response to the above as soon as possible so that we can send our comments to ConEd, as they are getting pretty agitated that we are taking so long.

Thanks!

Marie