Sara/Janice, thanks for your comments.  I have reflected them in the
attached draft, marked to show your changes.  The governing law provision is
a formulation that we have used at S&C to accomplish the purpose of giving
effect to NY-GOL 5-1401 and should achieve the purpose of the language you
added to the power master amendment; I was planning to conform the latter to
the language used here unless you have an objection.

Allegheny has not yet reviewed this draft so it remains subject to their
comment.  I also need Yair to confirm that he is happy with the new Part 6 -
Commodity Definitions section (Yair, this is attached as Exhibit "C" to the
attached document).

Let me know if you have any further questions or comments.  Thanks!



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