Update --Third Session -- Day 4 -- PRINCIPALS MEET SATURDAY

Friday, January 12, 2001

By the end of the day, the Treasury had decided to move forward and hold
another meeting with the CEOs, Governor Davis and various other Government
officials. Governor Davis refused to come to California, so a video
conference was set up with two locations: one at DOE in Washington and one
in Los Angeles for the Governor and his entourage. It was tentatively set up
for 2:30 pm CST. I have had no reports on the meeting yet. Ken Lay, Steve
Kean and Rick Shapiro attended for Enron.

Long-Term Forward Contracts

Good progress was made and the report was completed by 4 pm. It includes a
draft RFO, draft standard contract, a table of utilties' needs, products
required and a timetable that would have power flowing by February 1.
Participants were fairly pessimistic about the eventual outcome, however,
given the absence of any buy-in or participation by the State of California.

Debt and Forebearance

Group also worked to have draft documents completed by COB Friday.

QF Contract Reformation

Parties continued discussion
No information was available by COB Friday.

Major Issues

State interest in resolving
State willingness to raise retail rates
Utilties' desire to offload all risk to the State as its portfolio manager
Willingness to "call off the dogs" for the suppliers and to release them from
legal action
State willingness to offer up sites for power plant development
Ability to reach deal on QF contract reformation

Next Steps

If definitive agreement is not reached by the principals at Saturday meeting,
this work ends immediately and utilities will likely file for bankruptcy the
week of Jan 15.

If agreement is reached, a massive amount of work is required immediately,
such as:
FERC filing of settlement and ISO Tariff change by Tuesday Jan 16.
RFO completion and release by Jan 18
Introduction and passage of necessary legislation to be executed by February
2.
Preparation of contract between utilities and state (probably DWR)
Preparation of formal agreements among the parties on the terms on this
settlement

And more...