Every cheerful little deal has a sticky point.  On the PacifiCorp-EEI 
journey, we have finally stumbled onto ours.  They like Option A for closeout 
setoff, which limits everything to just the parties,  no affiliates and no 
other agreements.  We like Option  B which brings in the whole universe.  
They justify their position in a very confident manner by just assuming that 
any attorney worth his salt would just automatically know that as a REGULATED 
UTILITY they just can't go to Option B.  Then, they turn to me and say:  
"Christian, we thought you would know this.  How do you justify your position 
with PGE?"  At which point I act like it is no problem at all, but do not 
offer a reason.  We are going to have to get into the reasons with these 
guys.  Is there any regulated utility reason why we cannot use the broader 
setoff approach?  Please help me think about this and Steve, prehaps someone 
at your former firm could guide us here. ----cgy