[bylaws-coord] IRP Bylaws

[Gregory, Holly]

Dear Bruce, Becky, John, Sam and all fellow members of the Bylaws Coordinating Team,

Attached please find a revised draft of the IRP-related bylaws.  This draft replaces the draft we provided in December (we have attached a black line to our earlier draft).

As you know, there are some details that the final proposal did not address that need to be fleshed out.  We have proposed those details or pointed out where the IRP Subgroup will need to provide guidance in this draft.  One area that will need further attention once there is a full draft of the bylaws relates to how the escalation, reconsideration, CEP and IRP processes all inter-relate.

We look forward to our discussion of these bylaws next week.  It would be helpful to schedule a specific time in advance if possible so that we can be assured of having Ed McNicholas from the Sidley team by phone for that discussion.

Kind regards,
Holly and Rosemary

HOLLY J. GREGORY
Partner and Co-Chair
Corporate Governance & Executive Compensation Practice Group
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>
www.sidley.com<http://www.sidley.com/>
[http://www.sidley.com/files/upload/signatures/SA-autosig.png]<http://www.sidley.com/> SIDLEY AUSTIN LLP






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