Please find attached a second draft of the strawman.  It reflects one board,
one EC both with fixed sub-segments.  It establishes three BPS's to keep the
focus on Gas with a gas wholesale BPS, as well as creates a wholesale
electric BPS.  The idea being to keep the expertises focussed.  It also
provides for a combined retail BPS.  There are detailed procedures for
voting and maintaining the legitimate representation of gas.  There are
protections for standards setting and governance changes which are
respectively, "25, 2, and 1" (EC) as well as 19, 2, and 1 (Board).  I look
forward to your comments.

Greg Lander

 - GOVERN2.DOC