Utility Language

Kevin:
Sara and I were discussing the additional utility provisions that we
typically insert into our ISDA MAster Schedule when we are dealing with a
regulated counterparty. As a general rule, most of these counterparties
object to such provisions. In light of this, we thought that as a compromise
we would eliminate the Information Sheet, the "additional reps" and the
additional covenants and rely on inserting the following as an Additional
Termination Event:

"the filing of a motion, pleading, application or other similar action in any
proceeding or action by Party B, a commission, regulatory agency or other
entity having jurisdiction over Party B, in respect of Party B, or in respect
of any other similarly situated entity organized under the laws of the
state(s) in which Party B is located or regulated to the effect that
performance under this Agreement or one or more Transactions hereunder or
similar agreements is unlawful or that this Agreement or one or more
Transactions hereunder or similar agreements are void or voidable."

What do you think about this? Alos, have you had a chance to come up with a
revised definition for "Affiliate" that we could use in our setoff provisions?

I look forward to hearing from you.

Carol