I attach a draft dated 5/10/01 of a Two Way Cash and Letter of Credit Form of 
Credit Support Annex to be used with EEI Masters.  Because the Draft Annex is 
based on the form  used by the Swap Group, I have also attached a version 
marked to show changes from the Swap Group's form.

While preparing this I also reviewed the Credit Annex draft prepared by 
Morgan Stanley and Shari Stack's comments on it.  Unlike the MS draft, mine 
doesn't contemplate any kinds of collateral other than cash and letters of 
credit (which is what EAS wanted, I believe.)  In addition, Shari had posed 
the question of whether any defaults under the Credit Annex itself should be 
made Events of Default under the Master Agreement.  Although my initial 
reaction is that we should not add any such additional defaults under the 
Credit Annex as Events of Default, please think about this question as you 
review the draft.

I look forward to your comments.
Janet