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