Rick, Jim and Jeff:  Here's a draft of the e-mail I intend to send to Sandy 
and Mike re: use of Mike Day in Sacramento.  Let me know your thoughts.  




It appears from talking with both of you that we have some confusion on how 
we will contract for legal services to support or legislative efforts.  
Hopefully this e-mail will clarify the process so there is no confusion in 
the future and so that Mike can feel comfortable he is completing work that 
is authorized and for which we have a budget.

1.  To begin, it appears that Goodin, MacBride has billings as of May 11 for 
approximately $10,000 on direct access, windfall profits, the "Global 
Settlement," Power Plant Siting.  We will cover these amounts because of the 
apparent confusion with our budgeting and approval process.  The amounts 
already incurred should be included in the RCRs discussed below.  

2.  As we discussed yesterday, the work associated with the billings in May 
was conducted without any RCR approval or any budget in place.  As you know 
we terminated the two legislative retainers at the end of April.  No RCRs 
were filed to cover the matters on which work was completed in May.    

I did receive a budget on legislative matters on May 8.  However, a decision 
was made only yesterday to proceed on a specific matter-by-matter basis; the 
work in May should not have been undertaken while we considered whether to 
proceed with an overall legislative budget or proceed with specific RCRs.  In 
short, a proposed budget is not RCR approval.  

3.  In the future, any work undertaken by Goodin MacBride should only be 
conducted pursuant to an approved RCR.  If an emergency arises--i.e., an 
issue arises that could not have been contemplated, then I should be 
contacted before completing any work.  If I am unavailable, Jim Steffes 
should be contacted.  If Jim is unavailable, then Rick Shapiro should be 
contacted.   In this regard, I authorized Goodin MacBride to participate in 
the Direct Access coalition meetings taking place today and tomorrow.  I also 
authorized Goodin MacBride to participate in a telephonic conference on the 
Calderon bill.  To the maximum extent possible, I expect that Mike will 
include Leslie Lawner in future Direct Access meetings, legislative drafting 
efforts, etc.  

4.  If there is any confusion on whether there is RCR approval for a 
particular matter, I should be contacted before undertaking an assignment.  
If I am unavailable, Jim Steffes should be contacted.  If Jim is unavailable, 
then Rick Shapiro should be contacted.  I can be reached through my office 
line--503.464.7945, pager--888.916.2262, or cell phone 503.539.4733.  I wear 
the pager at all times and respond immediately to messages left on the 
pager.  

5.  Today, Sandy is filing several RCRs for legislative support on Direct 
Access, Siting, Windfalls Profits, and the Global Settlement.  They will be 
considered at next Monday's RCR conference call.  If they are approved, Sandy 
will manage the Goodin MacBride assignments associated with Direct Access, 
Siting, and Windfalls Profits.  

Jeff Dasovich will manage all work associated with the Global Settlement, 
whether it is legislative or not.  This does not mean that Sandy cannot give 
assignments to Goodin MacBride; it simply means that before that work begins 
Jeff must approve the work.  

This particular issue is a critical matter for our company.  Jeff is involved 
in the strategy and business calls concerning this matter and is working on a 
daily basis with Jim Steffes, Rick Shapiro and Steve Kean to develop our 
position and advocate that position in the settlement discussions.  We must 
ensure that our Sacramento efforts are fully coordinated with our strategy 
and business interests (as they develop through the settlement 
discussions).   To avoid any confusion on the scope of Jeff's responsibility, 
I consider all legislation addressing the Edison MOU, any future MOUs with 
Sempra, and "Plan B," to be part of the Global Settlement.  

Please contact me if you have any questions regarding any of the above.  I 
recognize that Sacramento is a difficult environment and that there is 
substantial pressure on both of you.  However, we are under an obligation to 
use our internal and external resources in the best and most cost-effective 
manner.  The RCR process is designed to meet that responsiblity.