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Additionally, both Keith Head and Brad Porlier are in San Francisco today on Independent System Operator-related business, and would like to fly down to San Diego to begin discussions with the appropriate Port staff either this afternoon or tomorrow. Obviously, the sooner we can get started on this the easier it will be to meet the November 17th signing date. Therefore, if you can supply me with the names and telephone numbers of the right people to contact to arrange this first meeting, I will see to it that Keith and Brad make themselves available.

I will follow this letter up with a telephone call later this morning. However, please feel free to give me a call sooner at 713-627-6567 if you have a chance to do so.

October 29, 1998

To: Bob Weisenmiller

From: David Malcolm

I'm in the country Down-Under. I don't like this place.

Have you heard anything that I should know? Any thoughts? Everybody is happy with Duke. They really know what they are doing. Even SDG&E is cooperating with Duke.

October 30, 1998

To: David Malcolm

From: Bob Weisenmiller

David: I had heard from the Port folks that the Duke folks were a breath of fresh air relative to dealing with USGEN and also from the Duke folks that they were working pretty hard to pull this together. I think Duke is flying its team out tomorrow to try to put everything together. Regardless of the Duke vs. USGEN issues, I assume the Port has a real challenge in terms of getting its arms around everything in the time available. There may be a new angle of the time issue, the California Public Utilities Commission decision on SDG&E's divestiture said that SDG&E cannot make any final decisions on buyers until the California Environmental Quality Act document is adopted...

I guess they have a new problem with SDG&E on the O&M contract where SDG&E has raised its charges for O&M for South Bay by $5 million a year from the bid documents and is being fairly inflexible (relative to Duke's experience with PG&E), which will complicate things. I think you and the Senator may need to deal with this O&M issue after tomorrow, but I would assume first priority is making sure you have enough time to do what you need to do.

Let me know how I can help.

November 18, 1998

To: Richard Duzsynski

From: David Malcolm

We did it!

Very confidentially, would you be interested in the Carlsbad plant? Please let me know either way ASAP.

November 19, 1998

To: David Malcolm

From: Richard Duzsynski

David: Thanks for the note and the support you gave us in getting us in the door and helping to clear a few roadblocks. I will give you a call tomorrow morning to go over a couple of other Duke issues I wanted to give you an early alert on and to discuss Carlsbad.

Thanks again.

November 20, 1998

To: Richard Duzsynski

From: David Malcolm

First let me congratulate you on hiring Pat Barnes. Pat will do a great job for you here in San Diego.

I think we can meet on Dec. 1 but Steve Peace will let me know shortly. He hasn't been in the office all day.

November 20, 1998

To: Richard Duzsynski

From: David Malcolm

Dec 1 is ok with Steve Peace.

November 20, 1998

To: David Malcolm

From: Richard Duzsynski

David -- I'm glad we got a chance to speak on the telephone the other day. I have emphasized with all of my team, with respect to the location of any replacement plant for South Bay, that we should stress that we have contractually committed to spending money in an attempt to find a suitably commercial site away from the current plant and the waterfront. Also, I have told them to stress the fact that locating a replacement plant on any part of the existing site is strictly a last ditch fall-back position. I would offer up, if you think it would be of any benefit to you in your public relations campaign, that we would be glad to provide you with pictures of what a current, low profile, all enclosed, state-of-the-art 750 megawatt power plant looks like. Additionally, even as unobtrusive as these plants look today, certain improvement in efficiencies will make them even smaller and less intrusive five to ten years from now (your computer analogy was great and right on point!).

As far as dinner with Senator Peace is concerned, the best dates for me would be either December 1st or 2nd, obviously out in San Diego. Either of these dates will fit my travel schedule, and perhaps more importantly, they will coincide with our early roll out of information to key government and community leaders regarding our expansion plans at two of our other plants in Moss Landing and Morro Bay. In addition to discussions about these expansion plans, and of course a recap of the status of the South Bay deal (and possibly the Encina deal as well), I would also like to brief the Senator on some of our thoughts regarding our Oakland plant, as well as specific concerns and issues we have regarding the ISO contract terms and conditions and formula rate negotiations currently going on between the generation owners and the ISO/FERC.

Therefore, if you can arrange dinner on either of these two dates, please let me know and I will make all of the necessary arrangements to come out. Conversely, if neither of these nights fits either your or the Senator's schedule, then please offer up an alternative, and I will do everything I can to make it work.

November 20, 1998

To: Richard Duzsynski

From: David Malcolm

Dec 1 is ok with Steve Peace.

November 21, 1998

To: David Malcolm

From: Richard Duzsynski

Then December 1 it is. Just let me know the exact time and place when you have the arrangements made. I will likely be bringing one other person from Duke.

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