Text

Second Interim Fee Application of Ernst & Young Corporate Finance LLC for Allowance of Compensation & Reimbursement of Expenses for Professional Services Rendered as Financial & Restructuring Advisor to the Debtor & Debtor in Possession
	ML021500440
Person / Time
Site:	Diablo Canyon
Issue date:	05/15/2002
From:	Carlson E; Ernst & Young Corporate Finance, Pacific Gas & Electric Co
To:	; Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California
References
	01-30923M
	Download: ML021500440 (83)
	v • d • e

MARTIN NACHIMSON ERIC CARLSON ERNST & YOUNG CORPORATE FINANCE LLC 1451 California Avenue Palo Alto, CA 94304 Telephone: (650) 496-4768 Facsimile: (650) 496-4672 FILLED MAY x 1

2 3

4 5

6 7

8 In re:

PACIFIC GAS AND ELECTRIC COMPANY Debtor and Debtor in Possession Chapter 11 Case No. 01-30923M SECOND INTERIM FEE APPLICATION OF ERNST & YOUNG CORPORATE FINANCE LLC FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR PROFESSIONAL SERVICES RENDERED AS FINANCIAL AND RESTRUCTURING ADVISOR TO THE DEBTOR AND DEBTOR IN POSSESSION (THROUGH MARCH 31, 2002) 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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ýcj I*7;2 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION Hearing to be Scheduled Ernst & Young Corporate Finance LLC ("EYCF") hereby submits its Second Interim Fee Application for Allowance Of Compensation For Professional Services Rendered As Financial and Restructuring Advisor To The Debtor And Debtor In Possession (the "Application") for the period of July 1, 2001 through March 31, 2002 with respect to professional fees and for the period of April 6, 2001 through March 31, 2002 with respect to out of pocket expenses (the "Second Application Period").

I.

INTRODUCTION SECOND INTERIM FEE APPLICATION

1

1. This is EYCF's second long-form interim application for approval for payment of 2

professional fees and expenses pursuant to our role as financial and restructuring advisor to the 3

Debtor and Debtor in Possession. EYCF submits this Application in accordance with 4

Bankruptcy Code sections 330 and 331, Rule 2016 of the Federal Rules of Bankruptcy 5

Procedure (the "Bankruptcy Rules"), the Office of the United States Trustee for the Northern 6

District of California Guidelines (the "UST Guidelines"), the United States Bankruptcy Court 7

Northern District of California Guidelines for Compensation and Expense Reimbursement of 8

Professionals and Trustees (the "Court Guidelines"), and the "Order Granting Motion for 9

Administrative Order Under 11 U.S.C. § 105(a) and 331 of the Bankruptcy Code Establishing 10 Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and 11 Committee Members" (the "Administrative Order"), that was entered on July 26, 2001, for 12 allowance of interim compensation for professional services rendered.

13

2. Subsequent to April 6, 2001, pursuant to the Amended Order Approving the First 14 Interim Fee Application of Ernst & Young Corporate Finance LLC for Allowance of 15 Compensation for Professional Services Rendered as Financial and Restructuring Advisor to the 16 Debtor and Debtor in Possession, EYCF has received payment of $520,077.50 as compensation 17 for professional services rendered. EYCF has not received reimbursement of expenses since the 18 commencement of this case. During the post-petition period, EYCF has not filed Cover Sheet 19 Applications for interim compensation and has therefore received no other payments from the 20 Debtor.

21

3. It should be noted that during this Second Application Period, certain professional 22 services were rendered by E&Y Capital Advisors LLC ("EYCA"); however, on September 1, 23 2001, pursuant to an Assignment Agreement ("Assignment Agreement"), EYCA assigned all of 24 its assets (including the services billed contained within this Application) and obligations to 25 EYCF. The Debtor filed an Application on September 10, 2001, seeking the Court's approval of 26 the aforementioned assignment and providing additional details regarding the assignment.

27 Further, this court entered an order approving such assignment on October 26, 2001.

28 SECOND INTERIM FEE APPLICATION 2

1

4. As discussed below, during the Second Application Period EYCF rendered a total 2

of $411,394.00 in financial and advisory services and incurred a total of $130,993.80 in 3

expenses (professional fees for the nine months ended March 31, 2002 and expense 4

reimbursement for the twelve months ended March 31, 2002). Therefore, we are requesting a 5

total of $542,387.80 in connection with representing Pacific Gas and Electric Company, debtor 6

in possession in the above-captioned case, (the "Debtor"), during the Second Application Period, 7

the entire balance of which is outstanding and due. This Second Interim Fee Application reflects 8

voluntary reductions during the Second Application Period of $88,958.50 in professional fees 9

pursuant to arrangements between EYCF and the Debtor. In support of the Application, EYCF 10 respectfully represents as follows:

11 II.

12 APPLICATION 13 Approval of Employment of EYCA and Subsequent Name Change to EYCF 14

1. EYCF is a professional services firm with offices nationwide, including, but not 15 limited to, Palo Alto, California. EYCF is a wholly-owned subsidiary of Ernst & Young LLP.

16 EYCF acts as financial and restructuring advisor to, among others, debtors, creditors, and 17 committees in cases pending throughout the United States. EYCA's employment application was 18 served on the Office of the United States Trustee and other parties in interest on April 20, 2001.

19 By order of this Court dated May 26, 2001, the Court approved the retention of EYCA by the 20 Debtor (the "Order of Retention"). On September 10, 2001 the Debtor filed its application of 21 Debtor and Debtor in Possession for an order authorizing it to retain EYCF by virtue of the 22 assignment by EYCA to EYCF of EYCA's retention and on October 26, 2002 this court approved 23 that assignment. EYCA and EYCF have performed as the Debtor's financial and restructuring 24 advisor pursuant to the terms of the Order of Retention since April 6, 2001.

25 26 Background and Case Status 27

1. On April 6, 2001 (the "Petition Date"), the Debtor commenced its reorganization 28 case by filing a voluntary petition for relief under Chapter 11 of the Bankruptcy Code and is SECOND INTERIM FEE APPLICATION 3

1 operating and managing its business as a debtor in possession. On September 19, 2001 the 2

Debtor filed its first Disclosure Statement and Plan of Reorganization (the "Plan"). After an 3

initial review, the Bankruptcy Court requested the Debtor to provide additional information 4

regarding certain details of its Plan. In an effort to satisfy these requirements of the Bankruptcy 5

Court, the Debtor filed its first amended Disclosure Statement and Plan of Reorganization (the 6

"Amended Plan") on December 19, 2001. The principal objectives under the Amended Plan, 7

however, are consistent with the original Plan. On February 13, 2002 the California Public 8

Utilities Commission (the "CPUC") submitted a term sheet to the Bankruptcy Court describing 9

the CPUC's proposed alternative plan of reorganization of the Debtor. At a hearing on February 10 27, 2002, the Bankruptcy Court terminated the Debtor's exclusivity for the limited purpose of 11 allowing the CPUC to file a completing plan. The Bankruptcy Court required the CPUC to file 12 its proposed plan by April 15, 2002. In April 2002, the Debtor filed an amended Plan of 13 Reorganization. The Bankruptcy Court subsequently approved the Disclosure Statement and set 14 June 19 as the target date to begin voting. The CPUC is submitting a rival plan of reorganization 15 that will be on the same ballot.

16 17 Project Billing and Narrative Statement of Services Rendered 18

1. In accordance with the Northern District Guidelines and UST Guidelines, EYCF 19 classified all services performed for which compensation is sought into categories. EYCF 20 attempted to place the services performed in the category that best relates to the service provided.

21 However, because certain services may relate to more than one category, service descriptions 22 may, in fact, overlap categories. EYCF has established the following billing categories:

23 24 a)

Preparation and Review of Information Requests and Related Matters 25 b)

Claims Management Process 26 c)

Preparation / Participation in Creditor Committee Meetings & Conference Calls 27 d)

Participate in Other Financing Matters 28 e)

Participate in Negotiation and Formulation of Plan of Reorganization SECOND INTERIM FEE APPLICATION 4

1 f)

Preparation o0 ree / expense Appflcaiuons 2

3 The Exhibits to the Application provide a detailed breakdown for each of the categories in 4

which EYCF billed for services in this case.

5 6

a) Preparation and Review of Information. Requests and Related Matters (Project 7

Code 5) 8 Throughout the course of the project, EYCF was involved in the preparation and review 9

of information that would be provided to the creditors and parties in interest. The 10 complexity of the Debtor's business warranted a significant amount due diligence by the 11 Creditors and the requests that have been made and responded to have been numerous.

12 Examples of these activities include:

13 0 Participating in meetings and informational interviews requested by the parties in 14 interest; 15 N Performing research relating to electricity demand projected by the State of 16 California and its advisors; 17 0 Drafting responses to parties in interest information requests regarding several 18 issues including capital expenditure projections, business line revenue projections, 19 projected cash implications of the "Net Open Position" and the year-to-date 20 undercollections, among others; 21 E Meetings with Debtor personnel regarding preparation of and responses to 22 information requests; 23 24 EYCF's involvement in these matters assured seamless information flow and 25 responsiveness to the requests of the parties in interest.

26 27 Total Hours 52.5 / Total Fees $23,295.50 28 SECOND INTERIM FEE APPLICATION 5

1 b) Claims Mana2ement Process (Project Code 22) 2 EYCF's assisted the Debtor in establishing a claims management process. Given the 3

immense size of these proceedings, the Debtor undertook substantial efforts to prepare an 4

organized, well-thought process through which it could proactively track, address and resolve 5

all issues related to claims made on the estate. Given EYCF's extensive experience with 6

knowledge of these issues and the complexity of the Debtor's issues, EYCF was asked to 7

assist the Debtor with the formulation of a Claims Management Process. A few examples of 8

the types of activities grouped in this project code can be characterized as follows:

9 0 Preparing for and presenting information to the Debtor relating to certain claims 10 processes such as the claims resolution process, the time-line and key dates 11 relating to claims; 12 a Analyzing claims by category, amount and classification; 13

" Creating and utilizing a database of all filed claims for reference and organization 14 purposes; 15 0 Classification of claims into categories to facilitate the reconciliation process; 16

Meetings with various Debtor personnel and other professionals retained by the 17 Debtor regarding the claims management process; 18 a EYCF provided the Debtor with advice regarding types of issues to expect, means 19 of addressing and resolving the issues and development of tracking mechanisms 20 to ensure that all issues were known and properly resolved.

21 Total hours 123.7 / Total fees $44,139.00 22 23 c) Preparation / Participation in Creditor Committee Meetings & Conference Calls 24 (Project Code 26) 25 EYCF had been asked by the Debtor to be actively involved in the frequent creditor 26 committee meetings and conference calls. Therefore EYCF had spent time 27 0 Preparing various analyses; 28

Reviewing documents to be provided to the creditors during certain creditor SECOND INTERIM FEE APPLICATION 6

1 committees and conference calls; and 2

Participating in the creditor committee meetings and conference calls.

3 Total hours 53.4 / Total fees $32,356.50 4

5 d) Participate in Other Financing Matters (Project Code 37) 6 On several occasions, EYCF had been asked to perform analyses and prepare for meetings 7

related to certain financing matters. These matters frequently involved:

8 0 Analysis related to the Letter of Credit backed Pollution Control Bonds and how 9

that their security interest affects the new issuance of bonds in the proposed 10 operating company structure; 11 Analysis related to the collateralization of the self-insurance program and 12 assistance with cost analysis related to alternative collateralization programs; 13

Analysis concerning the covenant requirements set forth in the agreements of 14 certain debt instruments; 15

Participate and attend financial instrument team meetings; 16 Total hours 64.4 / Total fees $25,274.00 17 18 e) Participate in Negotiation and Formulation of Plan of Reorganization (Project Code 19

41) 20 EYCF was frequently asked by the Debtor to render advice, professional insight or otherwise 21 assist in the formulation of the Plan of Reorganization. Some key types of tasks involved 22 under this project code include:

23 0 Participating and attending meetings that related to the formulation of a Plan of 24 Reorganization; 25

Reviewing key issues related to the Plan of Reorganization; 26 n Prepare and analyze financial models related to financial instruments; 27 a Prepare and analyze scenario analyses with respect to potential debt allocations 28 within the context of the tax basis of each new operating entity; SECOND INTERIM FEE APPLICATION 7

1 0 Analyze terms and conditions for debt issues and their implications on the Plan of 2

Reorganization such as determination of how to maintain the tax exempt status of 3

the pollution control bonds; 4

" Analyzing certain debt instruments and prepare cost benefit analyses related to 5

new issuance versus reinstatement in the context of the latest draft of the Plan of 6

Reorganization; and 7

0 Preparing various supporting analyses to the Debtor's preparation of Plan of 8

Reorganization.

9 10 Total hours 602.7 / Total fees $279,471.50 11 12 f) Preparation of Fee / Expense Applications (Project Code 46) 13 During the Second Application Period, EYCF professionals spent time to organize and 14 accurately prepare its First Interim Fee Application and the Second Interim Fee Application 15 (the "Fee Applications"). The type of services performed in this category include the 16 following:

17

Compiling detailed time records related to services performed for which 18 compensation was sought in accordance with the requirements established by the 19 United States Bankruptcy Code; 20

Preparing the necessary documents and exhibits related to fee applications.

21 Total hours 23.3 / Total fees $6,857.50 22 23 24 25 26 27 28 SECOND INTERIM FEE APPLICATION 8

1 2

III.

3 COMPENSATION FOR PROFESSIONAL SERVICES 4

Time Records/Billing Summary 5

1. It is EYCF's normal business practice to charge its clients in full for services rendered and all 6

actual and necessary out-of-pocket costs and expenses incurred by EYCF in providing those 7

services. In the ordinary course of its practice on engagements such as this one, EYCF 8

maintains records of time expenses by professional in rendering services to its clients. Time 9

records are prepared in conjunction with the rending of the services in increments of 0.1 hours1.157407e-5 days <br />2.777778e-4 hours <br />1.653439e-6 weeks <br />3.805e-7 months <br /> 10 (6 minutes).

11

2. With assets of $21.4 billion, this case is the second largest bankruptcy case filed during 2001.1 12 Further, due to both the magnitude and complexity of the issues in this case and the role that 13 the Debtor has asked EYCF to fill, this engagement has required the involvement of EYCF's 14 senior level personnel. In light of the large and complex nature of this case, EYCF believes it 15 has rendered services to the Debtor in the most efficient manner possible.

16

3. Attached hereto are exhibits which detail all time spent by EYCF's professionals on matters 17 for which compensation is sought as well as detail listing of expenses for which EYCF seeks 18 reimbursement:

19 a) Exhibit "A" contains a summary by professional and Exhibit "B" contains a 20 summary by Project Code of EYCF's services that were incurred during the Second 21 Application Period. These summaries include the time spent, rate and billing 22 attributable to each person who performed services to the Debtor. The fees sought by 23 EYCF are based on the customary compensation charged by comparatively skilled 24 practitioners in cases other than under Title 11.

25 b) Exhibits "C" & "D" contain detailed time descriptions by person and by category 26 Project Code, respectively. The time detail is organized on a daily basis. EYCF is 27 particularly sensitive to issues of "lumping" and, unless time was spent in one time 28 The American Lawyer, April 15, 2002 SECOND INTERIM FEE APPLICATION 9

1 frame on a variety of different matters for a particular client, separate time entries are 2

set forth in the time reports.

3 4

Hourly Rates 5

A summary of the billing rates applicable during the Second Application Period were:

6 7

Professional Rate 8

Nachimson, M.

650 9

Thomas, J.

475 Peko, J.

475 10 Frazier, D.

340 11 Carlson, Q.

275 12 Fees Requested Should be Awarded Based Upon Applicable Law 13 The fees requested in this Application would be an appropriate award for EYCF's services in 14 15 acting as financial and restructuring advisor to the Debtor.

Evaluation of Requests for Compensation 16

1. Pursuant to Bankruptcy Code section 330, the Court may award to a professional person 17 reasonable compensation for actual, necessary services rendered, and reimbursement for 18 19 actual, necessary expenses incurred. Pursuant to bankruptcy Code section 331, the Court may award compensation and reimbursement to a professional. As set forth above, the fees for 20 which EYCF requests compensation and the costs incurred for which EYCF requests 21 reimbursement are for actual and necessary services rendered and costs incurred. The 22 23 professional services rendered by EYCF have required an expenditure of substantial time and effort. Moreover, time and labor devoted in only one of many pertinent factors in determining 24 an award of fees and costs. Based on the skill brought to bear in this case by EYCF and the 25 results obtained, EYCF submits that the compensation requested herein is reasonable and 26 27 appropriate.

28 SECOND INTERIM FEE APPLICATION 10

1

2. The time for which compensation is sought is set forth in detail in EYCF's professional fee 2

statements contained in the exhibits hereto. EYCF's services and time expenditures are 3

reasonable in light of the labor required in this case.

4

3. The award EYCF seeks in this case is similar to awards that financial and restructuring 5

advisors have received in similar cases. EYCF's charges for its professional services are 6

based upon the time, nature, extent and value of such services and the cost of comparable 7

services in the San Francisco Bay Area, other than in a case under the Bankruptcy Code. The 8

compensation EYCF seeks by way of this Application is the customary compensation sought 9

by EYCF and other professionals representing trustees, committees, and debtors in similar 10 circumstances.

11 12 Section 330(a)(3) Factors 13

1. Bankruptcy Code section 330(a)(3) sets forth four (4) factors to be considered by the Court.

14 Although several of these factors (such as the time involved, the timeliness of EYCF's 15 performance, and the complexity of the case) were addressed above, EYCF believes one of 16 the four factors should be discussed separately again here. Bankruptcy Code 17 section 330(a)(3)(C) requires that the professional services be necessary to the administration 18 of, or beneficial at the time that the service was rendered toward completion of, the case.

19 EYCF believes that the facts of this case make it evident that EYCF's services were both 20 necessary and beneficial. Without EYCF's assistance the debtor would have likely 21 experienced delays regarding the fulfillment of its obligations under the bankruptcy code and 22 local rules and in its formulation of a Plan of Reorganization. Additionally, Bankruptcy Code 23 section 330(a)(3)(E) requires the compensation be reasonable based on customary 24 compensation charged by comparably skilled practitioners in cases other than cases under 25 Chapter 11. EYCF believes its professionals are skilled and performed well in this case and 26 that the fees charged by EYCF are commensurate with the fees charged by EYCF's 27 counterparts engaged in non-bankruptcy financial advisory services.

28 SECOND INTERIM FEE APPLICATION 11

1 IV.

2 CONCLUSION 3

1.

The compensation presently sought by EYCF is its second application. Neither 4

EYCF, nor any shareholders or associates of EYCF, have any agreement or any understanding of 5

any kind or nature to divide, pay over, or share any portion of the fees to be awarded EYCF with 6

any other person, except as among shareholders and associates of EYCF. Other than these fee 7

applications, there are no claims against, or interests of, the estate in which a beneficial interest 8

has been acquired or transferred by EYCF for its account after becoming financial and 9

restructuring advisor to the Debtor.

10

2. EYCF believes that the services rendered for which compensation is sought in this 11 Application have been beneficial to the estate, that the costs incurred have been necessary and 12 proper, and that the sums requested for the services rendered and the costs incurred are fair and 13 reasonable.

14

3. On July 26,2001, the Debtor filed the Notice of Motion and Motion For 15 Administrative Order Under Sections 105(a) and 331 of the Bankruptcy Code Establishing 16 Procedures and Deadlines for Interim Compensation and Reimbursement of Expenses For 17 Professionals and Committee Members (the "Fee Procedures Motion"). On or about July 26, 18 2001, the Court entered the Order Granting Motion For Administrative Order Under Sections 19 105(a) and 331 of the Bankruptcy Code Establishing procedures For Interim Compensation and 20 Reimbursement of Expenses For Professionals and Committee Members (the "Administrative 21 Order").

22

4.

By this Application, Applicant requests interim approval of fees and expenses in 23 accordance with the Bankruptcy Code sections 330 and 331, Bankruptcy Rule 2016, the Court 24 Guildelines, The UST Guidelines and the Administrative Order. The total compensation for the 25 Second Application Period amounts to professional fees of $411,394.00 and reimbursement of 26 expenses of $130,993.80, or total relief of $542,387.80. Applicant requests that the Court 27 authorize the Debtor to pay fees and expenses approved by the Court.

28

5. For all of the forgoing reasons, Applicant believes that the fees requested in this SECOND INTERIM FEE APPLICATION 12

1 Application are reasonable and reflect the value of services provided to the Debtor's estate.

2

6. WHEREFORE, EYCF respectfully requests that this Court approve the Application 3

and allow and direct immediate payment of fees and expenses as follows:

4

a. Approve interim allowance of professional fees in the amount of $411,394.00; 5

b. Approve Reimbursement of costs and expenses in the amount of $130,993.80; 6

c. Direct payment to EYCF by the Debtor of the approved fees or such other relief as the 7

Court may deem just and proper.

8 Dated: May 15, 2002 ERNST & YOUNG CORPORATE FINANCE LLC 9

10 By

_ ___a _ __,_,._----_

Eric CarlsonW 11 Managing Director Ernst & Young Corporate Finance LLC 12 Financial and Restructuring Advisor to the 13 Debtor and Debtor in Possession 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECOND INTERIM FEE APPLICATION 13

CERTIFICATION 2

I, Martin Nachimson, declare as follows:

3

1.

I am a Managing Director of Ernst & Young Corporate Finance LLC (EYCF).

4

2.

I am familiar with and have read the above application and the facts therein are true to my knowledge and belief. The copies of the billing statements are true and correct copies of 5

EYCF's billing statements for this case.

6

3.

EYCF has not been paid or promised any compensation from any other source for services rendered in connection with this case.

7

4.

EYCF has not entered into any agreement or understanding with any other entity for the 8

sharing of compensation received or to be received for services rendered and/or to be rendered in connection with this case.

9

5.

To the best of my knowledge, information and belief, the compensation. and expense 10 reimbursement sought herein is in conformity with the Guidelines for Compensation and Expense Reimbursement of Professionals and Trustees for the United States Bankruptcy 11 Court for the Northern District of California, except to the extent set forth in the application.

12

6.

This application is submitted in accordance with the Guidelines for Compensation and 13 Expense Reimbursement of Professionals and Trustees for the United States Bankruptcy Court for the Northern District of California.

14

7.

The compensation and expenses sought herein were billed at rates no less favorable than 15 those customarily billed by EYCF and generally accepted by the applicant's clients.

16 I declare under penalty of perjury that the foregoing is true and correct and that this 17 certification was executed this 15th day of May 2002 at San Francisco, California.

18 19 7

20 Eric Carlsbn 21 22 23 24 25 26 27 28 SECOND INTERIM FEE APPLICATION 13 I

3

ERNST & YOUNG CORPORATE FINANCE LLC Summary July 1st, 2001 through March 31st, 2002 Exhibit A Professional I Rate I Total Hours Fees Nachimson, M.

Thomas, J.

Peko, J.

Ainsworth, J.

Frazier, D.

Carlson, Q.

"NkT,.

T 650 475 475 375 340 275

-'-'-C 179.4 105.0 332.3 56.3 247.0 116,610.00 49,875.00 157,842.50 19,142.00 67,924.50 N a,1 J.

LI.

Expenses (1)

Total 25,692.98 142,302.98 519.00 50,394.00 41,571.61 199,414.11 594.40 594.40 10,157.09 29,299.09 52,388.02 120,312.52 70.70 70.70 Total Fees and Expenses 920.0 411,394.00 130,993.80 542,387.80 (1) The expenses relate to the 12 month period, April 6th through March 31st, 2001.

5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC PCD Code Summary Related to July 1st, 2001 through March 31st, 2002 Exhibit B (fAda flD¢rrinfinn Preparation and Review of Info. Requests and Related Matters Claims Management Process Preparation/Participation in Creditor Committee Meetings & Conference Calls Participate in Other Financing Matters Participate in Negotiation and Formulation of Plan of Reorganization Preparation of Fee/Expense Applications Total PCD Code 5

22 26 37 41 46 920.0 411,394.00 5/15/2002 Monthly Total Hours Fees 52.5 23,295.50 123.7 44,139.00 53.4 32,356.50 64.4 25,274.00 602.7 279,471.50 23.3 6,857.50 jr A n Vi +in" V

%; ý0ý F

i

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C Professional Nachimson, M.

Nachimson, M.

Nachimnson, M.

Nachimson, M.

Nachirnson, M.

Nachimson, M.

Nachimnson, M.

Nachimson, M.

Nachinison, M.

Nachimson, M.

Nachinison, M.

Nachimson, M.

Nachinison, M.

I Date I

Rate I

ours I Fees I

2-Jul-01 2-Jul-01 3-Jul-01 3-Jul-01 3-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 6-Jul-01 6-Jul-01 8-Jul-01 9-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 11-Jul-01 11-Jul-01 11 -Jul-01 11-Jul-01 11-Jul-01 12-Jul-01 12-Jul-01 12-Jul-01 12-Jul-0 1 13-Jul-01 17-Jul-01 17-Jul-01 17-Jul-01 17-Jul-01 18-Jul-01 18-Jul-01 18-Jul-01 18-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 23-Jul-01 23-Jul-01 650 1.2 650 0.8 650 1.7 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 0.3 0.2 2.5 2.3 0.3 0.3 0.5 0.3 1.2 7.0 2.0 1.7 1.5 3.0 1.8 1.2 1.0 1.0 4.6 1.0 0.5 0.5 1.0 1.4 0.7 0.3 0.2 4.0 1.5 1.0 0.3 4.6 1.0 0.5 0.5 2.2 1.9 780.0 520.0 1,105.0 195.0 130.0 1,625.0 1,495.0 195.0 195.0 325.0 195.0 780.0 4,550.0 1,300.0 1,105.0 975.0 1,950.0 1,170.0 780.0 650.0 650.0 2,990.0 650.0 325.0 325.0 650.0 910.0 455.0 195.0 130.0 2,600.0 975.0 650.0 195.0 2,990.0 650.0 325.0 325.0 1,430.0 1,235.0 PCD Code Comments 37 Cash management issues including teleconference with Mellon Bank and Mike Donnelly 37 Interest rate issues including teleconference with J. Lopes, K. Tapparo & M. Donnelly 41 Review debt instruments in connection with POR including teleconference with Mike Donnelly and M. Kessler 37 Review net open position issues including projections and current status 37 Issue re indenture trustee 41 Review debt instruments re POR 37 Review Net open position including meeting with S. Hartman and Mike Donnelly 22 Review vendor claims issues 37 Review tax issues 26 Preparation for committee meeting including teleconference with J. Lopes 37 RE bond indenture trustee including teleconference with B. Britton 37 Pollution control board issues including teleconference with agent and counsel 41 Preparation or POR issues including meeting with financial instruments team 41 Preparation for meeting re POR 26 Preparation for creditors committee meeting including teleconference with Clara Strand/Bank of America 37 Review pollution control bond issues 41 Preparation of POR - financial instruments meeting; review term sheet 26 Preparation for committee meeting 41 Review mortgage and bonds re POR 22 Review issues related to the claims resolution process 5 Respond to committee requests 26 Preparation for and participation in meeting with creditors committee 41 Participation in debt holders teleconference 22 Review claims issues 37 Review mortgage bond issues 37 Review debt issues 26 Preparation for committee meeting including teleconference with debtor team and J. McGuire 41 Review committee POR issues including teleconference with C. Strand 41 Review debt instrument issue re POR including teleconference with Mike Donnelly 22 Review claims issue 41 Review disclosure statement 26 Prepare for creditors meeting 37 Review mortgage bond issues 5 Respond to committee requests 26 Preparation for and participation in creditors committee meeting 26 Debtholder teleconference 37 Review mortgage bond issues 22 Review claims issue 41 Review POR debt issues 5 Review committee statement 5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C I

I I

1I K

L Professional Nachimson, M.

Nachimson, M.

Nachirnson, M.

Nachimson, M.

5/15/2002 I Date 23-Jul-01 23-Jul-0 I 24-Jul-01 24-Jul-01 24-Jul-01 25-Jul-01 25-Jul-01 25-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 27-Jul-01 27-Jul-01 31-Jul-01 3 1-Jul-01 31-Jul-01 31-Jul-01 2-Aug-01 6-Aug-01 6-Aug-01 7-Aug-01 8-Aug-01 8-Aug-01 8-Aug-0 1 9-Aug-01 9-Aug-01 10-Aug-01 10-Aug-01 10-Aug-01 14-Aug-01 14-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 16-Aug-01 20-Aug-01 20-Aug-01 21-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 Rate 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 Hours 1.0 0.6 2.0 1.5 1.0 3.8 1.2 0.5 4.5 1.0 0.6 0.3 0.8 0.3 3.0 2.2 1.0 0.8 1.0 3.2 0.8 1.4 2.1 1.5 0.4 5.2 0.2 0.4 0.4 0.3 7.2 0.8 4.2 1.5 1.3 5.9 3.0 1.0 3.0 4.0 1.2 0.8 Fees 650.0 390.0 1,300.0 975.0 650.0 2,470.0 780.0 325.0 2,925.0 650.0 390.0 195.0 520.0 195.0 1,950.0 1,430.0 650.0 520.0 650.0 2,080.0 520.0 910.0 1,365.0 975.0 260.0 3,380.0 130.0 260.0 260.0 195.0 4,680.0 520.0 2,730.0 975.0 845.0 3,835.0 1,950.0 650.0 1,950.0 2,600.0 780.0 520.0 PCD Code Comments 5 Meeting with L. Barnes re committee requests 37 Review tax issues 41 Review POR & discuss statement issues including meeting of finance team 26 Preparation for committee meeting 26 Teleconference with Lehman, PWC re financing trust 41 Review debt instruments re POR and capital structure 41 Discussion with J. Thomas re: negotiations with creditors committee over POR 5 Review current pleading 26 Creditors committee meeting 37 Review debt instruments 5 Respond to committee requests, teleconference with PWC, Ted Huntley and W. Campbell 26 Discussion with J. Thomas and PwC re: follow up questions re: generation business forecasts 46 Prepare fee filing 5 Respond to committee request 41 Financial instruments review re POR 26 Preparation for creditors committee meeting 5 Review creditor committee information requests re operating results 26 Meeting with Leroy Barnes re creditors committee 26 Review creditor committee issues re operating 41 Telephonic meeting of financial instruments team re POR 26 Preparation for committee meeting 26 Preparation for committee meeting including review of presentation 41 Review POR issues including meeting with M. Kessler 41 Meeting with M. Donnelly and Rothchild re POR issues 37 Review officers' certificates re mortgage bonds 26 Preparation for and participation in committee meeting 41 Discussion with J. Peko related to treatment of PC bond holders.

46 Preparation of billing data including teleconference with Mike Donnelly and D. Mistry 5 Re committee requests including teleconference with P. Joost 37 Review Morgan assignment issues 41 Analysis of debt structure in connection with POR including meeting with financial instruments 26 Review creditor committee issue with L. Barnes and K. Harvey 41 Analysis of debt structure in connection with POR with K. Harvey and L. Barnes 26 Meeting with debtor, counsel and Rothchild to discuss creditor issues 37 Review pollution control bond stipulations 41 Review debt instruments in connection with POR including meeting of financial instrument team 41 Preparation of POR and D/S 26 Review debt alternatives 41 Review POR & D/S 41 Review POR and D/S including meeting with financial instruments team 26 Review debt issues in connection with upcoming creditor committee meetings 41 Meet with L. Barnes re POR issue

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C I

I I

[Professional K

L Nlacnlmson, M.

Nachimson, M.

Nachinison, M.

Nachimson, M.

Nachinison, M.

Nachimson, M.

Hours 0.3 0.2 0.5 4.7 0,5 2.0 1.6 0.5 0.1 2.0 0.2 0.2 2.0 0.2 1.4 1.1 4.2 1I Date 22-Aug-01 22-Aug-01 23-Aug-01 24-Aug-01 3 1-Aug-01 4-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 6-Sep-01 6-Sep-01 7-Sep-01 10-Sep-01 10-Sep-01 11 -Sep-01 1 -Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 14-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 20-Sep-01 20-Sep-01 21-Sep-01 24-Sep-01 28-Sep-01 1-Oct-01 4-Oct-01 4-Oct-01 5-Oct-01 5-Oct-01 8-Oct-01 11 -Oct-01 12-Oct-01 12-Oct-01 12-Oct-01 Fees 195.0 130.0 325.0 3,055.0 325.0 1,300.0 1,040.0 325.0 65.0 1,300.0 130.0 130.0 1,300.0 130.0 910.0 715.0 2,730.0 I

910.0 325.0 130.0 1,170.0 2,275.0 1,625.0 130.0 1,495.0 1,170.0 715.0 650.0 325.0 130.0 325.0 130.0 130.0 65.0 130.0 325.0 195.0 195.0 65.0 Rate 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 5/15/2002 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 650 1.4 0.5 0.2 1.8 3.5 2.5 0.2 2.3 1.8 1.1 1.0 0.5 0.2 0.5 0.2 0.2 0.1 0.2 0.5 0.3 0.3 0.1 PCD Code Comments 41 Discussions with J. Peko related to POR.

41 Review plan alternatives with S. Shelan 41 Review mortgage bond issue with regard to POR 41 Review debt issues in connection with POR 26 Review disclosure statement 41 Review draft disclosure statement 41 Review issues related to the LC backed Pollution Control Bonds 41 Discuss DS issue with J. Peko 41 Discuss LC treatment with J. Peko 41 Re POR - pollution control bond issues including teleconference with C. Strand and M. Donnelly 41 Discuss monthly officers certificate sign off for stipulation with J. Peko 41 Review financial instruments in preparation for financial instruments team meeting 41 Review draft plan of reorganization and disclosure statement 41 Discuss PC bond treatment with J. Peko 41 Re POR - review pollution control bond issue including teleconference with debtor and counsel 41 Review plan of reorganization and disclosure statement 41 Re POR-review treatment of pollution control bonds including teleconference with debtor and committee 41 Discussion with creditors re POR issue 41 Discussion with J. Peko and M. Donnelly re: PC treatment.

41 Discussion with J. Peko regarding PC bond treatment.

41 Re POR - treatment of PCB's including teleconference with C. Strand, J. Schaffer, L. Barnes & M.

Donnelly 41 Review POR issues re PCB including teleconference with M. Donnelly, L. Barnes and C. Strand 41 Review POR and disclosure statement 41 Discussion with J. Peko re: PC bond treatment.

41 Review POR issues ahead of conference call 41 Investor teleconference re POR, including preparation 41 Review POR issue including teleconference with C. Strand 41 Review POR in preparation for teleconference call with C. Strand 41 Review POR status with Mike Donnelly 41 Review POR issue with Mike Donnelly 41 Review EIX deal 41 Status review re POR with Mike Donnelly 41 Review POR issue re creditor with Mike Donnelly 41 Review creditor issues re POR 41 Status update with Mike Donnelly 41 Review POR creditor issues including teleconference with Clara Strand 41 POR status review with Mike Donnelly 41 Review disclosure statement plan 41 Teleconference with Jim Peko re workplan

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional Date Rate Hours Fees Nachimson, M.

16-Oct-01 650 0.9 585.0 Nachimson, M.

Nachimson, M.

Nachlmson, M. Total Thomas, J.

Thomas, J.

Thomas. J.

16-Oct-01 22-Oct-01 26-Oct-01 26-Oct-01 29-Oct-01 2-Jul-01 2-Jul-01 2-Jul-01 2-Jul-01 2-Jul-01 650 650 650 650 650 475 475 475 475 475 0.2 0.1 0.2 0.2 0.3 179.4 1.3 1.2 0.9 0.8 0.4 3-Jul-01 475 0.6 Thomas, J.

Thomas, J.

5-Jul-01 475 5-Jul-01 475 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 10-Jul-01 10-Jul-01 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 1.3 1.2 0.8 0.7 0.6 0.6 0.6 0.5 0.4 0.4 5.2 0.9 0.5 0.4 0.3 0.3 2.3 1.4 1.3 1.2 0.5 0.4 0.3 2.2 1.9 130.0 65.0 130.0 130.0 195.0 116,610.0 617.5 570.0 427.5 380.0 190.0 285.0 617.5 570.0 380.0 332.5 285.0 285.0 285.0 237.5 190.0 190.0 2,470.0 427.5 237.5 190.0 142.5 142.5 1,092.5 665.0 617.5 570.0 237.5 190.0 142.5 1,045.0 902.5 PCD Code Comments 41 Re POR - discussions with counsel for commercial paper holders and with debtor concerning POR issues 41 Review latest disclosure statement draft with Mike Donnelly 41 Discussion with Mike Donnelly re POR issues - pollution control board letters of credit 41 Review other POR work plan issues 41 Pollution control board - POR issues - discussions with Mike Donnelly 41 Discussions with Jim Peko with regard to POR work plan 5 Review draft responses to creditor committee information requests 22 Meeting with debtor personnel re: communications issues surrounding claims management 22 Meeting with Debtor personnel re: claims management process and reconciliation procedures 22 Analysis of creditors included on revised schedules of liabilities 22 Draft correspondence with Berger and Associates re: information requirements of debtor for claims management 22 Draft correspondence to R. Berger re: amended schedules and information requirements for analysis related to claims management 5 Analysis of long-term projections by business line 22 Analysis of procedures required to process and document claims resolutions post-receipt of proof of claims 22 Discussions with Q. Carlson re: reports of scheduled liabilities and related analyses 22 Analysis of claims included on revised schedules and categorization for claims management 22 Analysis of claims stratifications based on amended schedules 26 Preparation for site visits with creditor committee representatives 37 Analysis of potential alternatives for financial restructurings 5 Discussion with D. Hall re: long-term projections of debtor 22 Discussion with B. Berger re: information requirements of debtor for claims management 22 Discussions with D. Frazier re: claims management process 26 Meeting and site tour with creditors committee representatives re: non-generation real property 22 Discussions with D. Frazier regarding open claims projects and next steps 22 Analysis of recipients of POC forms not on the schedule of liabilities 22 Draft communication re: issues to be resolved through claims agent 22 Review draft report of all claims by reconciliation category 22 Discussion with J. Vanderhooven (Berger) re: POC mailing issues and schedules 22 Analysis of all parties receiving proof of claim forms and development of reports for team leads 5 Review draft responses to creditor committee information requests 22 Analysis of amended schedules and claim categories 5 Update information request status report 22 Discussion with D. Frazier re: resolution team lead training materials 22 Discussion with K. Dowd re: clairms classifications and resolution teams 22 Discussions with D. Frazier re: unscheduled claims categories 22 Analysis of reports of all scheduled claims by claim category to be distributed to team leads 22 Preparation for meeting re: schedules and claims 5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July Ist, 20011 through March 31st, 2002 Exhibit C Professional I

Date Rate I Hours Thomas, J.

Thomas, J.

10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 11-Jul-01 1 1-Jul-01 11-Jul-01 11 -Jul-01 11-Jul-01 I I-Jul-01 1 -Jul-01 11 -Jul-01 12-Jul-01 12-Jul-01 12-Jul-01 12-Jul-01 12-Jul-01 13-Jul-01 13-Jul-01 13-Jul-01 13-Jul-01 13-Jul-01 16-Jul-01 16-Jul-01 16-Jul-01 17-Jul-01 17-Jul-01 17-Jul-0 I 17-Jul-01 17-Jul-01 17-Jul-01 17-Jul-01 18-Jul-01 18-Jul-0 1 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 1.4 0.8 0.8 0.8 0.3 2.3 2.1 1.7 0.6 0.6 0.5 0.4 0.2 2.6 2.1 0.9 0.7 0.4 1.7 0.8 0.7 0.6 0.4 1.6 0.6 0.6 4.9 0.6 0.5 0.4 0.4 0.3 0.2 5.2 0.4 0.9 0.8 0.8 0.4 I~1 L

285.0 190.0 760.0 285.0 285.0 2,327.5 285.0 237.5 190.0 190.0 142.5 95.0 2,470.0 190.0 427.5 380.0 380.0 190.0 Fees 665.0 380.0 380.0 380.0 142.5 1,092.5 997.5 807.5 285.0 285.0 237.5 190.0 95.0 1,235.0 997.5 427.5 332.5 190.0 807.5 380.0 332.5 5/15/2002 PCD Code Comments 5 Review and analysis of responses to creditor committee information requests 22 Discussion with D. Frazier re: POC summary schedules 5 Discussions with Saybrook Capital re: site visits to company properties.

22 Preparation for claims resolution team lead meeting.

5 Correspondence with E. Jacobson re: status of information requests.

5 Analysis of claims included on schedules as potential response to creditors committee request 22 Preparation of reports to be distributed at resolution team lead meeting 22 Meeting with debtor personnel re: claims resolution team lead instructions.

22 Meeting with debtor personnel re: bankruptcy compliance issues.

22 Discussion with Q. Carlson and D. Frazier re: status of claims management process 5 Update status report re: creditor committee information requests 22 Preparation for meeting with debtor personnel re: bankruptcy compliance isssues.

22 Discussion with K. Dowd re: claims resolution team lead meeting 22 Analysis of claims classifications for purposes of facilitating the reconciliation process 41 Research re: bond holder abilities/rights for voting on POR 41 Research re: current bondholders by issuance.

41 Draft correspondence to H Rice re: procedures for voting on plan of reorganization 22 Discussion with M. Snyder re: claims listing reports and classification of claims 41 Research re: current holders of various issues of bonds.

5 Preparation for real estate site visits with creditor committee representatives 5 Discussions with E. Jacobson re: status of information requests and procedures for updating information already supplied to committee 41 Discussion with D. Frazier and Q. Carlson re: procedures for determining large holders of PGE 41 Research re: ability of and procedures for various parties to vote on POR 41 Research re: procedures required to obtain complete lists of current debt holders 5 Preparation for participation in real estate site visits with creditor committee representatives.

41 Discussion with debtor personnel re: current bondholders and issues related to voting on POR 5 Participate in real estate site visits with creditor committee representatives and POE land and building personnel 41 Research re: procedures and rights of various parties with respect to voting on the POR 41 Research re: current holders of various debt issuances of PGE 41 Discussion with debtor personnel re: procedures and rights of creditors to vote on POR 5 Discussion with POE legal re: procedures used to respond to information requests from outside 22 Discussion with K. Dowd re: EYCA near term involvement in claims management process 5 Discussion with M. Snyder re: creditor committee information requests.

5 Participate in real estate site visits with representatives from creditors committee and POE land and building personnel 5 Review draft responses to information requests by creditors committee 41 Meeting with Q. Carlson and J. Peko re: POR and refinancing issues.

41 Preparation for meeting re: POR issues and long-term financial planning 41 Discussion with Q. Carlson and J. Peko re: debt restructuring plan 41 Meeting with M. Nachimson re: POR issues and creditor committee meeting.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional Thomas, J.

Thomas, J.

Thomas, J. Total Carlson, Q.

Carlson, Q.

Carlson, Q, I

I I

I 30-Jul-01 3 1-Jul-01 3 1-Jul-01 31-Jul-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-0 1 1-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 19-Sep-01 2-Jul-0 1 3-Jul-01 3-Jul-01 5-Jul-01 5-Jul-01 6-Jul-01 Rate I

Date I

20-Jul-01 24-Jul-01 25-Jul-01 25-Jul-01 25-Jul-01 25-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 27-Jul-01 27-Jul-01 27-Jul-01 27-Jul-01 27-Jul-01 27-Jul-0 1 30-Jul-01 30-Jul-01 30-Jul-01 6-Jul-0 1 275 Hours 4.7 1.6 1.3 1.2 0.8 0.5 1.1 0.8 0.4 0.3 1.3 1.2 1.1 0.5 0.5 0.4 1.8 0.9 0.6 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 275 275 275 275 275 275 I

237.5 665.0 570.0 427.5 665.0 617.5 380.0 285.0 95.0 570.0 285.0 142.5 95.0 49,875.0 137.5 1,100.0 770.0 577.0 220.0 1,127.5 330.0 I

5/15/2002 Fees 2,232.5 760.0 617.5 570.0 380.0 237.5 522.5 380.0 190.0 142.5 617.5 570.0 522.5 237.5 237.5 190.0 855.0 427.5 285.0 PCD Code Comments 41 Meeting with debtor personnel re: POR issues and long-term financial planning 37 Review of debt restructuring model 37 Analysis of debt restructuring model 41 Discussion with M. Nachimson re: negotiations with creditors committee over POR 41 Discussion with Q. Carlson and J. Peko re: debt restructuring plan 5 Review draft responses to creditors committee requests 41 Analysis of debt claims to be incorporated into the POR.

26 Preparation for meeting with PwC re: generation business 5 Review draft responses to information requests by the creditors' committee 26 Discussion with M. Nachimson and PwC re: follow up questions re: generation business forecasts 41 Read draft POR 26 Meeting with creditors committee reps and debtor personnel to discuss generation business 5 Discussions with debtor personnel re: financial projections for generation business 26 Preparation for meeting with creditors committee reps. Re: generation business 26 Follow up conversation with creditors committee reps re: generation business 26 Discussion with debtor personnel re: meeting with creditors committee reps 37 Analysis of debt restructuring model re: new debt 5 Review of draft responses to creditors committee.

26 Discussions with creditors committee representatives re: follow up questions to business plan presentation.

5 Prepare analysis debt grades for comparable deals.

26 Prepare analysis of capital expenditure projections for discussion with creditors' committee 37 Analysis of debt capacity matters and working capital requirements of proposed reorganized entity 37 Research of historical bond ratings for comparable cases 41 Analysis of current bondholders 41 Preparation for meeting re: presentation to creditors committee re: proposed debt structure in POR 5 Review draft responses to creditor committee information requests 37 Discussions with V. Fong re: proposed capital expenditure projects 37 Meeting with debtor personnel re: post-petition interest on secured debt.

5 Review draft information regarding large capital expenditure projects and determine communication strategy to creditors.

37 Research re: large bankruptcy cases of utilities 5 Review draft response to creditor committee information request, 41 Discussion with J. Peko re: convenience class claims.

5 Discussion with Don Hall re revenue and expense projections for each business line 22 Preparation of reports summarizing claims statistics using claims database 22 Drafting claim category report 5 Analysis re revenue projections of Diablo 22 Discussions with J. Thomas re: reports of scheduled liabilities and related analyses 22 Finalizing claims report to be sent to the different team leads involved in the claims resolution 22 Discussions with D. Frazier re claims process 0.5 1.4 1.2 0,9 1.4 1.3 0.8 0.6 0.2 1.2 0.6 0.3 0.2 105.0 0.5 4.0 2.8 2.1 0.8 4.1 1.2

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C I

I I I I

Professional Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Rate I Hours I Fees I

I 2.3 2.1 Date I

6-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 11 -Jul-01 11-Jul-01 11-Jul-01 12-Jul-01 12-Jul-01 13-Jul-01 16-Jul-01 16-Jul-01 16-Jul-01 18-Jul-01 19-Jul-01 19-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 25-Jul-01 25-Jul-01 25-Jul-01 26-Jul-01 687.5 880.0 797.5 660.0 275.0 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 27-Jul-0 1 275 27-Jul-0 1 275 27-Jul-01 275 1.0 30-Jul-0 1 275 3.9 30-Jul-0 1 31-Jul-01 3 1-Jul-01 3 1-Jul-01 31-Jul-01 275 275 275 275 275 2.5 3.2 2.9 2.4 1.0 0.3 3.1 2.7 2.1 1.5 0.5 3.7 2.5 2.5 0.9 0.5 2.5 2.1 0.6 3.1 2.1 0.6 3.1 1.0 0.8 0.5 0.9 0.8 1.5 0.5 0.4 3.0 3.0 0.8 2.5 5/15/2002 82.5 852.5 742.5 577.5 412.5 137.5 1,017.5 687.5 687.5 247.5 137.5 687.5 577.5 165.0 852.5 577.5 165.0 852.5 275.0 220.0 137.5 247.5 220.0 412.5 137.5 110.0 825.0 825.0 220.0 687.5 632.5 577.5 275.0 1,072.5 PCD Code Comments 22 Discussions with D, Frazier to discuss claims report 22 Preparation of report showing the types of claims that were not classified by Berger & Assoc 22 Preparation of team lead reports re claims 41 POR issues 22 Applying the 'Zia map' to the uncategorized claims 5 Discussion with E. Jacobsen re information requests 22 Preparation of reports to be distributed at claims meeting 22 Preparing a report summarizing the types of claims within each category 22 Reviewing the claim categories 22 Discussions with D. Frazier re: POC schedule analysis 22 Discussions with D. Frazier re claims resolution process 22 Reviewing information related to schedules D, E and F within claims database 22 Preparation of reports to be distributed at team meeting re claims 22 Discussions with J. Thomas and D. Frazier re claims management process 22 Preparing a report summarizing the revisions applied to the claims database 22 Revising previously categorized tax claims into other categories 41 Discussion with D. Frazier and J. Thomas re: procedures for determining large holders of PGE debt 41 Research of owners of bondholders (Pollution control) 5 Discussion with K. Lee re various debt instruments of the Utility 22 Discussion with D. Frazier to discuss status of detailed claim analysis 5 Review draft responses to information requests by creditors committee 41 Meeting with J. Thomas and J. Peko re: POR and refinancing issues.

41 Discussion with J. Peko and J. Thomas re: debt restructuring plan 41 Analysis draft report to M. Kassissieh re maturities of restructured debt.

41 Analysis re: maturities of restructured and new debt 41 Discussion with J. Peko re: maturities of restructured and new debt 41 Develop new maturity profile for new and restructured debt. Discussed with M. Donnelly and J.

37 Analysis of debt restructuring model incorporating revisions from J. Peko 41 Discussion with J. Thomas and J. Peko re: debt restructuring plan 37 Review classes of debt under the restructuring plan and compare to classes of liabilities scheduled with the Bankruptcy court 41 Review and make revisions to the latest debt restructuring model 41 Discussions with J. Peko re: restructuring model and developing consistent allocations of restructured securities under POR 41 Discussion with Maher Kassisieh re: restructuring model 41 Revised restructuring model to reflect the latest thinking on how much cash is projected to be distributed to each class of creditor 5 Research of other utility bankruptcies and the ratings related to the restructured debt.

41 Layering in the maturities of debt under the newco's into the restructuring model 41 Analysis of the maturities of restructured debt under the latest restructuring model.

37 Research of historical bond ratings for comparable cases 41 Discussion with J. Peko re restructuring plan

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional Date I

Carlson, Q.

1-Aug-01 1-Aug-01 6-Aug-01 7-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 9-Aug-01 9-Aug-01 9-Aug-0 1 9-Aug-01 13-Aug-01 13-Aug-01 13-Aug-01 13-Aug-01 14-Aug-01 14-Aug-01 14-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 16-Aug-01 16-Aug-01 Rate 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 Fees 687.5 385.0 577.5 962.5 880.0 K

Hours 2.5 1.4 2.1 3.5 3.2 3.1 2.5 2.3 1.8 1.0 0.6 3.7 2.7 1.3 0.6 3.5 2.4 1.2 3.1 2.8 2.3 110.0 660.0 660.0 17-Aug-01 275 0.3 82.5 20-Aug-01 275 6.5 1,787.5 20-Aug-01 275 0.5 137.5 22-Aug-01 275 4.3 1,182.5 22-Aug-01 275 2.1 577.5 22-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 23-Aug-01 275 275 275 275 275 1.4 1.2 0.5 0.2 2.2 385.0 330.0 137.5 55.0 605.0 I

I 5/15/2002 I

PCD Code Comments 41 Preparation for meeting re: presentation to creditors committee re: proposed debt structure in POR 41 Research identifying current mortgage bondholders 5 Research other solvent bankruptcies and treatment of creditors (Dow Coming and Finova) 41 Prepare summary of discussion points on 8-6 conference call with M. Donnelly and other 41 Determining cash distribution to mtg bondholders with a fractional share issue pursuant to the latest restructuring plan 41 Revising financial restructuring model 5 Research holders of Mtg bondholders and preparing summary report of the owners.

41 Preparation of analysis to be provided to Debtor re: 3 restructuring scenarios.

41 Review amend creditor treatment model and discuss with J. Peko.

41 Mtg w/ M. Donnelly disc 3 scenarios re restructuring (1-refi mtg bonds, 2-4 B of new money & 3 10 B of new money) 41 Meeting with J. Peko regarding amended allocation of cash and notes.

41 Research treasury yields on various maturities 41 Prepare model for delivery to M. Donnelly showing the latest allocations to the newly formed 41 Incorporating the latest changes to the maturity profile of debt instruments per J. Peko and M.

Donnelly discussion 41 Discuss MTN interest rate model with J. Peko.

41 Working on debt restructuring model to create various scenarios that optimize the excess loss 41 Review debt reorganization section of the disclosure statement 46 Preparation of time and expense detail related to July 37 Meeting with M. Donnelly regarding the "Funding Gap" and risks related to the plan 41 Creating mortgage collateral coverage analysis reflecting latest version of the restructuring plan 41 Drafting memo outlining the three showstopper risks - funding gap, capital market execution and the allocation to creditor risks 41 Discuss structure of financial model for debt optimization strategy with J. Peko.

41 Finalizing document re: risks associated with plan for M. Donnelly 37 Draft preliminary write-up of other risks associated with plan (ie. Interest rate risk, PC L/C drawn risk, ability to raise new money) 41 Call with J. Peko regarding ELA scenarios and risk issues.

41 Preparation for the meeting with L. Barnes discussing the matrix of PX I ISO and Mortgage Cash

% plan 37 Discussion with L. Barnes and M. Donnelly regarding the matrix of PX / ISO and mortgage payout scenarios 46 Preparing invoice for July services to the debtor 41 Preparation and analysis of debt instrument meeting - summaries of creditor recoveries assuming

$7 billion of new money 46 Preparing projections of EYCA's monthly fee estimates for the Debtor 41 Claims allocation analysis with J. Peko 37 Discussion with Y. Liang (Andersen) regarding debt restructuring model 41 Discussion with J. Peko regarding capital structure.

41 Check calculation of post-petition interest 852.5 687.5 632.5 495.0 275.0 165.0 1,017.5 742.5 357.5 165.0 962.5 660.0 330.0 852.5 770.0 632.5 0.4 2.4 2.4

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C 23-Aug-01 23-Aug-01 24-Aug-01 24-Aug-01 27-Aug-01 27-Aug-01 275 275 275 275 275 275 1.2 0.3 4.0 1.2 3.1 2.7 330.0 82.5 1,100.0 330.0 852.5 742.5 27-Aug-01 275 1.5 Carlson, Q.

Carlson, Q.

Carlson, Q, Carlson, Q.

Carlson, Q.

Carlson, Q, Carlson, Q.

Carlson, Q.

275 275 275 275 275 275 275 275 275 275 275 275 1.5 2.5 1.0 2.9 2.1 0.5 2.5 0.5 0.3 1.5 0.4 3.5 7-Sep-01 275 1.5 7-Sep-01 7-Sep-01 10-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 14-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 18-Sep-01 275 275 275 275 275 275 275 275 275 275 275 275 275 275 0.3 0.2 2.2 2.4 0.5 0.2 2.5 2.7 1.9 1.2 0.5 0.5 0.3 2.5 18-Sep-01 275 2.5 412.5 412.5 687.5 275.0 797.5 577.5 137.5 687.5 137.5 82.5 412.5 110.0 962.5 412.5 82.5 55.0 605.0 660.0 137.5 55.0 687.5 742.5 522,5 330.0 137.5 137.5 82.5 687.5 687.5 IProfessional I

Date IRate Hours Fees I

5/15/2002 27-Aug-01 28-Aug-01 28-Aug-01 30-Aug-01 4-Sep-01 4-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 6-Sep-01 6-Sep-01 7-Sep-01 PCD Code Comments 37 Revising pre-petition claim amounts related to certain debt instruments because of interest accrual 37 Analysis preparation re status of defaulted QUID's 37 Pre-petition vs post-petition interest analysis 41 Discussions with J. Peko regarding pre/post petition interest.

37 Estimating the weighted average cost of debt related to the new entities for K. Tappero 37 Applying appropriate rates to determine interest expense during the period between final coupon and confirmation 37 Research off maturity treasury yields to determine appropriate interest rates for old and new debt in connection with plan 37 Preparing final spreadsheet indicating pre vs post petition 41 Updating restructuring model to reflect latest disclosure statement and creditor treatment 41 Reading disclosure statement 37 Revising pre and post petition interest calculation to reflect latest thinking on debt instruments and negotiated interest rates 41 Meetings with M. Donnelly and K. Lee discussing claim amounts in latest disclosure statement 41 Meeting with S. Ledoux, J. Peko, M. Donnelly, J. Maguire, J. Savage discussing POR 37 Revising post-petition interest calculation 37 Discussions with B. Shaw and K. Lee re post-petition interest calculation incl DWR, PC MBIA bonds, and Commercial Paper 41 Analyze DS issues with J. Peko 37 Reconciling difference between two different post-petition interest calculations 41 Analyze debt capacity with J. Peko 41 Participate in meeting with R. Morrison, K. Tappero, L. Barnes, J. Peko and M. Donnelly re pollution control bonds 41 Adjusting debt allocation model to reflect the latest thinking resulting from meeting re pollution control bonds 41 Discussion with J. Peko re: pre-petition claims.

41 Discussion of assignment with J. Peko 41 Researching prior bankruptcies re the application of the federal judgment rate 41 Revising debt restructuring model to incorporate latest thinking on the POR and disclosure 41 Providing a response to J. Tabor regarding the claim amounts applicable to each creditor class in 41 Discussions with M. Donnelly re post-petition interest calculation 41 Making adjustments to debt restructuring model 41 Revising debt allocation model 41 Refining pre and post-petition interest calculation on the PC MBIA and PC LC debt 41 Meeting with M. Donnelly re total new debt projections at each entity 37 Discussion with K. Tappero re working capital requirements associated with each line of business 37 Analysis of the working capital liability assumptions and the resulting impact on tax basis 41 Discussions with K. Tappero / J. Peko re: preferred stock treatment.

41 Preparation for meeting with W. Campbell, M. Donnelly and M. Bogyo including revising debt restructuring model 41 Revising debt restructuring model incorporating the latest projections and debt coverage

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional Date Rate Hours Fees Carlson, Q.

18-Sep-01 275 1.5 412.5 Carlson, Q.

Carlson, Q.

Carlson, Q. Total Frazier, D.

Frazier, D.

18-Sep-01 275 1.1 18-Sep-01 275 0.5 18-Sep-01 28-Sep-01 6-Nov-01 6-Nov-01 30-Nov-01 10-Dec-01 10-Dec-01 22-Mar-02 24-Mar-02 24-Mar-02 25-Mar-02 25-Mar-02 27-Mar-02 2-Jul-01 2-Jul-01 2-Jul-01 3-Jul-01 3-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 275 275 275 275 275 275 275 275 275 275 275 275 275 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 0.5 0.3 2.6 2.3 3.4 2.9 2.7 2.4 2.5 1.1 3.6 2.5 3.1 247.0 2.8 2.4 1.5 3.2 0.8 3.4 1.0 0.6 0.6 0.4 0.4 1.9 1.5 1.2 0.9 0.8 0.6 0.3 2.6 0.8 0.5 302.5 137.5 137.5 82.5 715.0 632.5 935.0 797.5 742.5 660.0 687.5 302.5 990.0 687.5 852.5 67,924.5 952.0 816.0 510.0 1,088.0 272.0 1,156.0 340.0 204.0 204.0 136.0 136.0 646.0 510.0 408.0 306.0 272.0 204.0 102.0 884.0 272.0 170.0 PCD Code Comments 41 Meetings with M. Donnelly regarding the appropriate numbers to be referenced in the disclosure statement drafts 37 Discussions with B. Shaw and J. Peko regarding several issues such as post-petition interest calculations, financing transaction fees and wtd cost of debt 37 Prepared analysis for K. Tappero regarding the maturity profiles of the newly issued debt, restructured debt and PC debt 41 Meeting with W. Campbell, M. Donnelly and M. Bogyo reviewing the disclosure statement 41 Discussion with J. Peko re: 100% cash for interest and corresponding debt issues.

41 Maintaining integrated financial model to reflect open issues re: POR 41 Updated financial restructuring model according to latest estimate of cash balance at confirmation 41 Prepared summaries of new operating companies' debt structure and maturity profile 41 Reviewing case status and analyze open issues (cash generation, allocation of debt to post bankruptcy entities) 41 Updating / maintaining financial model to reflect potential amendments to the POR 46 Preparing fee application for period July 2001 through the end of March 2002 46 Organizing EYCF professionals time 46 Compiling detail reports for Fee Application #2 46 Integrating time and expense information into fee application detail database 46 Preparation of fee application signature page / time descriptions 46 Fee application #2 preparation - finishing report 22 Preparation of misc. materials for traige team meeting 22 Prepare misc. analayses for C. Taylor & T. Tullis 22 Organize claims process tasks to do 22 Analysis and continued preparation of claims dispute resolution materials 22 Meeting w/ Kevin Dowd and Claims Resolution team 22 Preparation of misc. materials for claims team meeting 22 Daily claims resolution team meeting with Kevin Dowd and Mike Schonherr 22 Update category analysis 22 Meeting with Megan Ardell -- discuss next steps for roles and responsibilities 22 Discussions with J. Thomas re: claims management process 22 E-mail several claims roles and responsibilities documents to Mike Schonherr for review 22 Create list of Berger open items and distribute to claims team for comments 22 Review claims report analysis and forward to Mike Schonherr and Megan Ardell for comments 22 Discussions with Q. Carlson re: claims resolution process 22 Discussions with Jason Thomas regarding open claims projects and next steps 5 Review and file documents sent to PWC per data request 22 Discussions with Megan Ardell to discuss claims process 22 Discussions with Quinn Carlson to discuss claims report 22 Allocate unscheduled claims categories into "buckets" and distribute to M. Schonherr for comments 22 Discussions with Megan Ardell re detailed claims lists and required assistance for team lead trng 22 Discussion with J. Thomas re; resolution team lead training materials 5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional Frazier, D.

Frazier, D.

Frazier, D. Total Peko, J.

Peko, J.

I I

I

[ Professional 17-Jul-0 1 17-Jul-0 1 19-Jul-01 25-Jun-01 28-Jun-01 29-Jun-0 1 29-Jun-01 2-Jul-01 2-Jul-01 2-Jul-01 L

340 340 340 475 475 475 475 475 475 475 Date 9-Jul-01 9-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 11 -Jul-0 1 11 -Jul-0 1 11 -Jul-0 1 11-Jul-01 11 -Jul-01 12-Jul-01 13-Jul-0 1 13-Jul-0 1 16-Jul-0 1 16-Jul-01 17-Jul-0 I 17-Jul-0 I 3-Jul-01 475 0.4 Peko, J.

Peko, J.

3-Jul-01 5-Jul-01 5-Jul-01 5-Jul-01 475 475 475 475 0.2 0.6 0.3 0.2 5-Jul-01 475 0.2 6-Jul-01 475 1.8 I

K Rate 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 340 Ilours 0.4 0.3 4.3 0.9 0.8 0.6 0.5 3.7 2.6 1.8 0.6 0.4 0.9 1.1 0.6 1.8 0.8 2.2 1.5 1.1 0.5 0.7 56.3 4.5 2.6 0.6 0.4 1.4 0.5 0.5 5/15/2002 Fees 136.0 102.0 1,462.0 306.0 272.0 204.0 170.0 1,258.0 884.0 612.0 204.0 136.0 306.0 374.0 204.0 612.0 272.0 748.0 510.0 374.0 170.0 238.0 19,142.0 2,137.5 1,235.0 285.0 190.0 665.0 237.5 237.5 190.0 95.0 285.0 142.5 95.0 95.0 855.0 PCD Code Comments 22 Discussions with M. Schonherr re: unscheduled claim category analysis 22 Communcations with Jason Thomas re: unscheduled claims categories 22 Summary analysis of POC recipients not on schedule 22 Discussions with Quinn Carlson re: POC schedule analysis 22 Discussions with Jason Thomas re: POC summary schedules 22 Discussions with Mike Schonherr 22 Discussions with Q. Carlson re: claims resolution process 22 Prepare materials for team lead meeting 22 Write/ review/ distribute team lead e-mail providing lists of claims 22 Dispute resolution team lead meeting 22 Discussion with Q. Carlson and J. Thomas re: status of claims management process 22 Speak with Megan Ardell regarding next steps 5 Review items sent by Dick Patterson to PWC regarding data request 37 Bloomberg analysis of PG&E debt 41 Discussion with J. Thomas and Q. Carlson re: procedures for determining large holders of PGE 22 Legal meeting with Mari Snyder, Kevin Dowd, Mike Schonherr, Megan Ardell, et. Al.

22 Discussion with Quinn Carlson to discuss status of detailed claim analysis 22 Create agenda for Megan Ardell for Berger database training for team leads and claims team 5 Discuss with PG&E staff and Marg Neis (PWC) to track down creditor commitee requested Schedule F cd rom of SOFA statements 26 Meet with Dick Patterson and pwc team regarding recent analyses 22 Discussions with Megan Ardell 5 Review items sent by Dick Patterson to PWC regarding data request 41 Conference Call - Financial Instrument Team 41 Conference Call - Financial instrument team.

41 Model input for mortgage bonds.

41 Phone call with John Plaster (Lehman) and completed spreadsheet for Mortgage bond.

41 Call with Mike Donnelly regarding Mortgage bond pricing and qualifying long term exchange 41 Review WGM draft term sheets 6/29 for new debt and restructuring old debt.

41 Call with Lee Jay related to tax issues & reinstatement of Mortgage bonds and the ability to treat tranches discretely.

41 Discussed & analyzed reorg impact on mortgage bond holders with Mike Kessler - minimize tax and interest cost.

41 Discussed mortgage bond calls with Jay Tabor.

41 Analyze memo prepared by Stuart Goldring related tax considerations discussed on June 29.

41 Analyze Mike Donnelly's spreadsheet related to tax basis and allocation of debt.

41 Call w/ J. Tabor re call provisions/redemption provisions/ability to classify different series as separate classes on the mortgage debt 41 Call with Mike Donnelly to analyze & review findings of Jay Tabor related to flexibility to call &

reinstate mortgage bonds.

41 Conference Call related to tax implications of finco structure

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional I

IRate Hours Fees I

6-Jul-01 6-Jul-01 9-Jul-01 9-Jul-01 9-Jul-01 10-Jul-01 10-Jul-01 475 475 475 475 475 475 475 0.6 0.5 6.0 1.5 1.2 2.7 1.9 10-Jul-01 475 1.4 10-Jul-01 10-Jul-01 10-Jul-01 11-Jul-01 11-Jul-01 11-Jul-01 12-Jul-01 12-Jul-01 12-Jul-01 475 475 475 475 475 475 475 475 475 0.4 0.3 0.1 3.4 1.1 0.6 3.5 1.9 0.7 285.0 237.5 2,850.0 712.5 570.0 1,282.5 902.5 665.0 190.0 142.5 47.5 1,615.0 522.5 285.0 1,662.5 902.5 332.5 Peko, J.

Peko, J.

13-Jul-01 475 0.9 13-Jul-01 16-Jul-01 16-Jul-01 16-Jul-01 16-Jul-01 16-Jul-01 16-Jul-01 17-Jul-01 17-Jul-01 17-Jul-01 475 475 475 475 475 475 475 475 475 475 0.5 0.6 0.5 0.5 0.5 0.2 0.2 2.4 2.0 1.0 17-Jul-01 475 0.7 17-Jul-01 475 18-Jul-01 475 0.5 5.3 427.5 237.5 285.0 237.5 237.5 237.5 95.0 95.0 1,140.0 950.0 475.0 332.5 237.5 2,517.5 Peko, J.

Peko, J.

Peko, 1.

Peko, J.

5/15/2002 13-Jul-01 475 3.0 1,425.0 PCD Code Comments 41 Analyze amended term sheet from WGM 41 Analyze current bank list and suggest new potential bank candidates 41 Analyze tax compliant semi-prorata Jigsaw (with the new residual Finco) debt allocation work 41 Review term sheet with Mike Donnelly highlighting key areas of focus related to mortgage and p/c bonds.

41 Review and analyze mortgage indenture for First and Refuding Mortgage bonds.

41 Develop debt allocation and maturity schedule for existing and new debt.

41 Conference Call related to mortgage and P/C bond structuring. Analyzing impairment, restatement and tax consequences.

41 Conference call with I/c counsel to creditors positions related providing credit enhancement for bond issues.

41 Review and analyze summary terms for restructured PC bonds.

41 Discussion to clarify mortgage release impact on tax treatment of PC bonds.

41 Clarification of collateral release on mortgage bond with Doreen Ludermann.

41 Mtg for Financial team to evaluate Finco structure, allocation of debt & review revised team sheets for pc bonds.

41 Analyze and quantify potential savings on selectively reinstating mortgage bonds.

41 Review PC bond term sheet.

41 Finance team meeting to evaluate structure for Mortgage and mortgage backed PC bonds.

41 Build PC bond spreadsheet and analyze potential cost saving related reinstating pc bonds.

41 Meeting with Mike Donnelly to discuss PV savings of PC bonds vs. tax implications of excess tax basis if considered assumed debt.

41 Finance team meeting related to PC and Mortgage debt restructuring related to tax implications and redrafting terms & conditions.

41 Mtg with Mike Donnelly re creditors reaction to POR and began to lay out strategy on how to allocate restructured debt.

41 Meeting with M. Kassisieh to rework debt allocations among new operating cos.

41 Review amended term sheet drafts of PC, restructured and new debt offerings.

41 Compare PC bond PV savings with Ken Lee and discuss analysis and methodology behind 41 Call with Mike Donnelly and Mike Kessler related to interest rate costs - Federal rates vs.

Contractual rates.

41 Analyze amended maturity profiles.

41 Call with Doreen Ludemann to discuss disaggregation of mortgage collateral.

41 Review and amend POR work plan.

41 Conference Call with Finance team to review term sheets for PC, restructured and new debt issues.

41 Analyze first draft of disclosure statement.

41 Conference call with Mike Donnelly and Jeremy McGuire related sizing, maturities, and liquidity of new debt offerings.

41 Disc w/ L. Jay, B. Lange, T. Huntley and D. Ludemann related to release of assets under current mortgage indenture and value of newcos 41 Review and analyze old and new mortgage comparison chart produced by D. Mao.

41 Conference Call - review and amend first draft of disclosure statement.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31 st, 2002 Exhibit C iProfessional I

Date IRate Hours Fees I

Peko, J.

18-Jul-01 18-Jul-01 18-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 19-Jul-01 20-Jul-01 23-Jul-01 23-Jul-01 23-Jul-01 23-Jul-01 23-Jul-01 23-Jul-01 23-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 24-Jul-01 25-Jul-01 25-Jul-01 25-Jul-01 25-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 1.3 1.0 0.2 1.7 0.9 0.8 0.6 0.5 0.4 0.4 0.3 0.2 0.2 0.2 0.3 2.7 1.7 1.2 0.4 0.3 0.2 0.1 3.0 1.5 1.1 0.7 0.5 0.5 0.2 0.2 0.1 3.0 1.5 0.8 0.4 1.0 0.6 0.4 0.3 617.5 475.0 95.0 807.5 427.5 380.0 285.0 237.5 190.0 190.0 142.5 95.0 95.0 95.0 142.5 1,282.5 807.5 570.0 190.0 142.5 95.0 47.5 1,425.0 712.5 522.5 332.5 237.5 237.5 95.0 95.0 47.5 1,425.0 712.5 380.0 190.0 475.0 285.0 190.0 142.5 5/15/2002 PCD Code Comments 41 Adjust debt allocations and maturity profiles to reflect changes based on amended disclosure 41 Review and provide comments on 1st draft of disclosure statement.

41 Discussion with Mike Bogyo related to potential interest rates on Finco notes.

41 Mtg w/ Orrick, WGM and D. Ludemann re collateral release under mortgage and impact on disaggregation & non-impairment strategy.

41 Meeting with Q. Carlson and J. Thomas re: POR and refinancing issues 41 Discussion with Q. Carlson and J. Thomas re: debt restructuring plan 41 Review and analyze spreadsheets from D. Ludemann related to unreimbursed capex calculations.

41 Call with Orrick related to asset releases to the Newcos under the mortgage indenture.

41 Call Orrick related to collateral release provisions under mortgage indenture and possible tax implications.

41 Call with Lehman to discuss market rates for newcos and potential terms for mortgage bonds.

41 Brief Mike Donnelly on attorney findings related to unimpaired mortgage strategy.

41 Call with M. Kessler related to bankruptcy treatment of collateral release under mortgage bonds.

41 Amended mortgage debt financial model.

41 Review creditor class breakdown for disclosure statement provided by Orrick.

41 Prepare updated spreads by newco for Mike Bogyo.

41 Non-Working Travel time 41 Review and amend presentation on Finco structure by Lehman.

41 Review and comment on updated disclosure statement.

41 Review updated debt allocation and recommend new debt maturity profiles.

41 Review updated summary terms and conditions for restructured debt.

41 Review industry and spread commentary from BofA.

41 Call with B. Lange regarding debt convenants coordination with Lehman.

41 Finance team call to consolidate comments and amend draft disclosure statement.

41 Discuss with Q. Carlson re maturities of restructured debt.

41 Call with credit committee professionals to explain Finco structure.

41 Call with Lehman/Orrick related debt covenant packages for mortgage, unsecured and sub debt.

41 Update M. Donnelly on required covenants and potent ial call provisions for mortgage debt.

41 Review disclosure statement.

41 Call with John Paster discussing secondary spreads.

41 Amend maturity profile and class breakdown.

41 Review spreads with M. Bogyo.

41 Develop new maturity profile for new and restructured debt. Discussed with M. Donnelly and Q.

Carlson.

41 Review draft POR.

41 Discussion with J. Thomas and Q. Carlson re: debt restructuring plan 41 Review draft POR.

41 Conference Call with WGM Donnelly, Benz related to tax basis issues on spin.

41 Analyze tax implication of spin with WGM and G. Benz.

41 Review amended maturity schedule with M. Donnelly.

41 Analyze no cash to mortgage holders option and impact on collateral coverage.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C Date Rate Hours Fees I

iProfessional Peko, J.

Peko, J.

Pcko, J.

Peko, J.

475 475 475 475 475 475 26-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 27-Jul-0 I 27-Jul-01 27-Jul-0 I 27-Jul-01 27-Jul-01 31-Jul-01 3 1-Jul-01 31-Jul-01 31-Jul-01 31-Jul-01 31-Jul-01 3 1-Jul-01 31-Jul-01 31-Jul-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 I-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 475 2-Aug-01 475 0.3 0.2 0.2 0.2 0.2 2.1 1.0 0.3 0.3 0.2 2.0 1.0 1.0 0.5 0.5 0.4 0.3 0.1 0.1 2.5 2.5 2.0 2.0 1.1 1.1 0.6 0.6 0.4 0.4 0.3 0.3 0.2 0.2 1.5 1.5 1.5 1.5 1.1 1.1 142.5 95.0 95.0 95.0 95.0 997.5 475.0 142.5 142.5 95.0 950.0 475.0 475.0 237.5 237.5 190.0 142.5 47.5 47.5 1,187.5 1,187.5 950.0 950.0 522.5 522.5 285.0 285.0 190.0 190.0 142.5 142.5 95.0 95.0 712.5 712.5 712.5 712.5 522.5 522.5 PCD Code Comments 41 Analyze collateral coverage post spin.

41 Discussion with B. Lange related to bond covenants.

41 Call with Mike Donnelly regarding no cash mortgage option and impact on collateral.

41 Review market spread and weekly update from BofA Sec.

41 Debrief on meeting with Rothschild and discuss cram up strategy.

41 Discussions with Q. Carlson re: debt restructuring model and developing of consistent allocations of restructured securities under POR 41 Review amended covenant packages for debt securities.

41 Call with Mike Donnelly to discuss zero cash mortgage option.

41 Call with B. Lange regarding debt covenants.

41 Review amended maturity schedules for restructured debt.

41 Meeting with Rothschild related to debt structure.

41 Review and provide comments on debt term and conditions and follow-up call with B. Lange.

41 Discussions with Q. Carlson re: restructuring plan 41 Research credit ratings history on El Paso and Public Service New Hampshire.

41 Analyze post petition interest memo provided byWGM.

41 Research disclosure does for El Paso and Public Service New Hampshire.

41 Review Cajun Electric disclosure documents section related ot treatment of mortgage bond holders.

41 Call with B. Lange regarding bond covenants.

41 Discussion with WGM regarding El Paso and Public Ser Ni 41 Meeting with M. Donnelly, Rothschild, Lehman to discuss treatment of creditors.

41 Meeting with M. Donnelly, Rothschild, Lehman to discuss treatment of creditors.

41 Review disclosure statements and treatment of mortgage holders for El Paso and PS New 41 Review disclosure statements and treatment of mortgage holders for El Paso and PS New 41 Meeting to discuss breakdown and treatment of classes for POPR, 41 Meeting to discuss breakdown and treatment of classes for PORl 41 Meeting with L. Barnes, K. Harvey etal regarding Finco structure.

41 Meeting with L. Barnes, K. Harvey etal regarding Finco structure.

41 Analyze amended restructured debt schedules after adjustments to ISO and Generator Claims.

41 Discussion with B. Lange related to debt covenant package.

41 Call with B. Lange to discuss treatment of fractional bondholders, 41 Call with B. Lange to discuss treatment of fractional bondholders.

41 Discussion with M. Donnelly and WGM regarding creditor claim classes and review of creditor committee position on current POR.

41 Discussion with M. Donnelly and Rothschild related to creditor class allocation.

41 Discussion with M. Donnelly and WGM regarding creditor claim classes and review of creditor committee position on current POR.

41 Meeting with Kassiesieh to discuss initial treatment of creditors.

41 Meeting with Kassissieh to discuss initial treatment of creditors.

5/15/2002 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 Peko, J.

Peko, J.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C IProfessional Peko, J.

Peko, J.

K I

I Peko, J.

Peko, J.

I 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 9-Aug-01 9-Aug-01 9-Aug-01 9-Aug-01 Date I

2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-0 I 2-Aug-01 2-Aug-01 3-Aug-01 3-Aug-01 3-Aug-01 3-Aug-01 6-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 I

I Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 5/15/2002 I

Hours 1.0 1.0 0.7 0.7 0.6 0.6 0.5 0.5 0.3 0.3 0.2 0.2 1.5 1.5 0.4 0.4 3.3 Fees 475.0 475.0 332.5 332.5 285.0 285.0 237.5 237.5 142.5 142.5 95.0 95.0 712.5 712.5 190.0 190.0 1,567.5 950.0 237.5 237.5 237.5 190.0 190.0 142.5 95X0 95.0 1,425.0 712.5 380.0 237.5 237.5 237.5 95.0 95.0 95.0 95.0 855.0 522.5 285.0 285.0 PCD Code IComments 41 Analyze amended debt covenant package from Orrick.

41 Analyze amended debt covenant package from Orrick.

41 Prepare and review agenda and strategy for creditor classification meeting.

41 Review El Paso disclosure document.

41 Review El Paso disclosure document, 41 Review document outlining default interest rates prepared by E&Y.

41 Review document outlining default interest rates prepared by E&Y.

41 Discussion with M. Donnelly regarding default interest rates on outstanding debt.

41 B. Lange discuss bond issues with non-default interest.

41 Research post petition interest treatment.

41 Analyze amended debt restructuring allocations and profile.

41 Prep and conference call with PGE, WGM and Rothschild re: creditor classes and post petition interest issues.

41 Research post petition interest issues.

41 Discussion with Rothschild regarding creditor classes.

41 Discuss research and collateral coverage issues with M. Donnelly.

41 Review fractional share - cash requirements.

41 Analyze current true mortgage coverage if no spin were executed and release or new issuance were executed.

41 Review secured shareholder list.

41 Analyze amended financial model prepared by M. Kassisieh.

41 Analyze collateral coverage on mortgage bonds with Orrick.

41 Discuss analysis of collateral coverage on mort bonds with M. Kassisieh.

41 Meeting with Rothschild and M. Donnelly regarding creditor treatment and creditor recovery 41 Discussions with Orrick, WGM and M. Donnelly regarding all cash strategy for creditors.

41 Update PC model and analyze PV savings vs. taxable new issue.

41 Review to do list with M. Donnelly resulting from conference call Mon. 8/6/0 1.

41 Meeting with M. Donnelly - discuss research issues and cash requirements for fractional shares.

41 Discuss ELAs and constraints on new money relative to cash distributions to creditors.

41 Analyze POR financing issues.

41 Analyze cash requirements for fractional amounts under the mortgage bond.

41 Discussion with Orrick regarding changes to creditor treatment.

41 Analyze creditor recovery analysis prepared by Rothschild.

41 Review amend creditor treatment model and discuss with Q. Carlson.

41 Review financial model related to creditor treatment and presentation prepared by Q. Carlson.

41 Meeting with M. Donnelly related to creditor class allocations.

41 Meeting with Q. Carlson regarding amended allocation of cash and notes.

2.0 0.5 0.5 0.5 0.4 0.4 0.3 0.2 0.2 3.0 1.5 0.8 0.5 0.5 0.5 0.2 0.2 0.2 0.2 1.8 1.1 0.6 0.6

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July Ist, 2001 through March 31st, 2002 Exhibit C I

I I

Professional Peko, J.

Peko, J.

I 5/15/2002 Date I

9-Aug-01 9-Aug-01 10-Aug-01 13-Aug-01 13-Aug-01 13-Aug-01 13-Aug-0 1 13-Aug-01 14-Aug-01 14-Aug-01 14-Aug-01 14-Aug-0 1 14-Aug-01 14-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 15-Aug-01 16-Aug-01 16-Aug-01 16-Aug-01 16-Aug-01 16-Aug-01 17-Aug-01 17-Aug-01 17-Aug-01 17-Aug-01 17-Aug-01 17-Aug-01 18-Aug-01 18-Aug-01 18-Aug-0 1 19-Aug-01 19-Aug-01 19-Aug-01 20-Aug-01 20-Aug-01 20-Aug-01 Rate I

475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 flours I 0.3 0.2 0.3 0.9 0.6 0.6 0.4 0.3 2.0 1.0 0.9 0.8 0.2 0.2 2.5 1.0 1.0 0.8 0.5 0.4 0.4 0.3 2.4 1.2 0.5 0.3 0.2 1.5 0.3 0.3 0.3 0.2 0.2 1.4 0.3 0.2 1.2 0.4 0.3 1.0 0.6 0.4 Fees 142.5 95.0 142.5 427.5 285.0 285.0 190.0 142.5 950.0 475.0 427.5 380.0 95.0 95.0 1,187.5 475.0 475.0 380.0 237.5 190.0 190.0 142.5 1,140.0 570.0 237.5 142.5 95.0 712.5 142.5 142.5 142.5 95.0 95.0 665.0 142.5 95.0 570.0 190.0 142.5 475.0 285.0 190.0 PCD Code lComments 41 Analyze POR financing issues.

41 Discussion with M. Nachimson related to treatment of PC bond holders.

41 Review debt allocation financial model.

41 Meeting with M. Donnelly related to treatment of ISO PX, NOP resolution and debt strategy.

41 Discuss MTN interest rate model with Q. Carlson.

41 Analyze financial model quantifying PC bond savings prepared by Ken Lee.

41 Analyze Finova deal with M. Donnelly.

41 Discussions with Mike Donnelly regarding PC stipulation and debt strategy.

41 Creditor classification meeting.

41 Analyze interest rate coverage and model prepared by Carlson.

41 Research Finova creditor treatment - following confirmation.

41 Meeting M. Donnelly and Rothschild related to creditor allocations.

41 Discussion with M. Donnelly regarding valuations.

41 Analyze allocation model amendment prepared by Carlson.

41 Meeting with M. Donnelly regarding risk issues.

41 Meeting with M. Donnelly regarding allocation models.

41 Build and test PC collateral financial model.

41 Meeting with M. Donnelly regarding potential POR risk matters.

41 Draft initial risk issues.

41 Discuss structure of financial model for debt optimization strategy with Q. Carlson.

41 Analyze optimal debt structure.

41 Analyze PC bond stipulation.

41 POR drafting meeting.

41 Meeting with M. Donnelly regarding collateralizing PC LC bonds and confirmation of claim 41 Prepare and review showstoppers memo.

41 Analyze financial models.

41 Call with R. Morrison related to PC bond collateral.

41 Analyze risk issues related to plan.

41 Analyze adjusted claims allocations.

41 Analyze credit capacity from Margaret Wetter.

41 Call with Q. Carlson regarding ELA scenarios and risk issues.

41 Call with M. Donnelly related to ELA scenarios.

41 Conference call with B. Lange to J. Plaster.

41 Prepare and review secondary risk issues.

41 Call with M. Donnelly regarding claims' allocations and post petition interest.

41 Review rates in NEG credit agreement, cash note combos in e-mail from M. Donnelly.

41 Analyze allocation model for maximum cash.

41 Phone call with M. Donnelly regarding risk issues and claim allocations.

41 Amend critical risk issues.

41 Meeting with B. Shaw regarding interest payment calculations.

41 Meeting with Ken Lee regarding interest rate calculations.

41 Analyze interest calculations prepared by Ken Lee.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C Hours I Fees Professional Peko, J.

Peko, J.

0.4 0.3 0.3 0.2 0.2 0.1 0.1 1.0 0.5 0.5 0.4 0.3 3.1 0.6 I

I I

Date I

20-Aug-01 20-Aug-01 21-Aug-01 21-Aug-01 21-Aug-01 21-Aug-01 2 1-Aug-01 2 1-Aug-01 21-Aug-01 2 1-Aug-01 2 1-Aug-0 I 21-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 22-Aug-01 23-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 I

Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 Peko, J.

Peko, J.

24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 26-Aug-01 27-Aug-01 27-Aug-01 27-Aug-01 27-Aug-01 28-Aug-01 28-Aug-01 475 475 475 475 475 475 475 475 475 475 475 475 475 475 5/15/2002 0.2 0.2 2.5 1.9 1.2 0.5 0.3 0.3 0.3 0.2 0.2 0.2 2.8 1.2 0.8 0.4 0.4 0.3 0.2 0.2 0.8 1.2 0.7 0.6 95.0 95.0 1,187.5 902.5 570.0 237.5 142.5 142.5 142.5 95.0 95.0 95.0 1,330.0 570.0 380.0 190.0 190.0 142.5 95.0 95.0 380.0 570.0 332.5 285.0 190.0 142.5 142.5 95.0 95.0 47.5 47.5 475.0 237.5 237.5 190.0 142.5 1,472.5 285.0 PCD Code [Comments 41 Meeting with Arthur Anderson regarding collateral values.

41 Sent out DS review notice.

41 Review disclosure statement.

41 Review amended disclosure statement.

41 Conference call related to capital market issues.

41 Review POR 41 Discussion with Rothschild related to allocations and interest calculations.

41 Discussion with Rothschild regarding creditor treatment for DS.

41 Analyze amended interest payment schedule.

41 Conversations and e-mail with Orrick regarding terms and conditions of bonds.

41 Discussion with Kathy Tappero regarding payment of principal on mortgage bonds.

41 Call with L. Barnes regarding allocations.

41 Meeting to review amended disclosure statement and follow-up comments with B. Lange.

41 Claims allocation analysis with Q. Carlson.

41 Meeting with L. Barnes regarding creditor treatment.

41 Meeting with K. Tappero to discuss default interest rates.

41 Review cash distribution and allocation model.

41 Discussions with M. Nachimson related to PORl 41 Discussion with Q. Carlson regarding capital structure.

41 Discussions with Anderson regarding debt allocation.

41 Discussions with Orrick, Lehman WGM regarding new opco structure.

41 Discussions with Q. Carlson regarding pre/post petition interest.

41 Analyze mortgage prepayments and minimum interest rate requirements.

41 Discussions with K. Tappero regarding call premiums, interest rates and avg cost of debt under new debt structure.

41 Model call premium liabilities.

41 Review interest calculations on FRN and bank revolver.

41 Discussion with K. Tappero on restructuring model.

41 Discussion with K. Lee regarding CP maturities and rates.

41 Analyze mortgage premium treatment under Code prepared by WGM.

41 Review Fed Judg rates.

41 Conversation with K. Lee regarding FRN interest.

41 Post and pre-petition interest treatment modeling.

41 Review interest rate calculations pre/post.

41 Interest rate discussion with Rothschild.

41 Discussions with K. Tappero regarding weighted cost of debt for newcos, 41 Analyze interest rate calculation methodology.

41 Analyze amended disclosure statement.

41 Analyze cost of debt for each newco.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C

-~I I

I I

I Professional Peko, J.

Peko, J.

Peko. J.

Peko, J.

Peko,.

Peko, J.

31-Aug-01 4-Sep-01 4-Sep-01 4-Sep-01 4-Sep-01 4-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 L

475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 Hours 0.6 0.5 0.1 0.1 0.7 0.3 0.1 0.1 1.9 1.0 0.5 0.3 0.3 0.2 0.2 1.0 0.8 0.4 2.1 1.9 0.4 0.3 0.1 4.0 1.0 0.5 0.5 0.3 0.3 0.3 0.3 0.2 0.1 0.7 0,5 0.5 0.5 0.4 0.3 0.2 0.2 Fees 285.0 237.5 47.5 47.5 332.5 142.5 47.5 47.5 902.5 475.0 237.5 142.5 142.5 95.0 95.0 475.0 380.0 L

190.0 997.5 902.5 190.0 142.5 47.5 1,900.0 475.0 237.5 237.5 142.5 142.5 142.5 142.5 95.0 47.5 332.5 237.5 237.5 237.5 190.0 142.5 95.0 95.0 Date 28-Aug-01 28-Aug-01 28-Aug-01 28-Aug-01 29-Aug-01 29-Aug-01 29-Aug-01 29-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 31-Aug-01 31-Aug-01 5/15/2002 1

I II PCD Code Comments 41 Meeting with L. Barnes regarding critical open items and go forward strategy.

41 Discussions with Orrick related to debt allocations.

41 Discussion with K. Tappero regarding newco interest rates.

41 Discussion with Orrick regarding disclosure statement.

41 Creditor consideration meeting.

41 Discussion with K. Tappero/K. Lee regarding pre-petition payments to CP holders.

41 Call with G. Benz regarding tax issues.

41 Call with L. Barnes regarding tax issues.

41 Discussion of open items for POR with M. Donnelly.

41 Adjust PC savings model.

41 Discussion with Orrick and Lehman regarding POR matters.

41 Update M. Donnelly on POR matters.

41 Compare post petition interest calculations with Rothschild.

41 Post petition interest with calculation with B. Shaw.

41 Discussion with Rothschild re: interest rates.

41 Cover open items and potential amendment to creditor treatment.

41 Conf. Call with Rothschild and finance team related to creditor allocations, maturities and interest payment treatment.

41 Discussions with Rothschild related to creditor treatment.

41 All hands meeting to discuss claims treatment in preparation for ratings meeting.

41 Review amended disclosure statement.

41 Meeting with M. Donnelly to discuss POR comments and allocation methodology for claims.

41 Review amended allocation model.

41 Call with Lehman re: terms and conditions of bonds.

41 Meeting to review DS 41 Analyze assignment agreement.

41 Discuss DS issue with M. Nachimson.

41 Preparation for DS meeting.

41 Analyze DS issues with Q. Carlson 41 Research officer certificate stipulation.

41 Meeting with K. Lee to discuss interest calculations.

41 Review application of judgment rates.

41 Review of QF status report.

41 Discuss LC treatment with Nachimson.

41 Conference call with Lehman and Rothschild to review claim amounts and treatment.

41 Meeting with Lehman to review amended terms and conditions of bonds.

41 Review amended terms and conditions of bonds.

41 Review/research stipulation points 13, 14 and signoff for B. Molloy.

41 Analyze debt capacity with Q. Carlson.

41 Review treatment of PC with K. Tappero.

41 Analyze PC LC bank group and commitments.

41 Discuss monthly officers certificate sign off for stipulation with Nachimson.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July I st, 2001 through March 31st, 2002 Exhibit C PCD IProfesslonal Peko, J.

Peko, J.

I Hours Fees 18-Sep-01 475 0.7 I

332.5 Date f 6-Sep-01 6-Sep-01 7-Sep-01 7-Sep-01 7-Sep-01 7-Sep-01 7-Sep-01 7-Sep-01 10-Sep-01 10-Sep-01 1O-S ep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 11 -Sep-01 11 -Sep-01 12-Sep-01 12-Sep-01 12-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 14-Sep-01 14-Sep-01 14-Sep-01 14-Sep-01 14-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 18-Sep-01 18-Sep-01 5/15/2002 I

Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 0.2 0.2 3.1 0.3 0.3 0.3 0.2 0.2 1.0 0.7 0.4 0.3 0.2 0.2 0.1 0.1 1.9 0.2 3.6 0.9 0.5 0.6 0.5 0.4 0.2 0.2 4.5 2.0 0.9 0.5 0.2 2.2 1.2 0.5 0.4 0.3 0.2 0.2 1.2 1.1 95.0 95.0 1,472.5 142.5 142.5 142.5 95.0 95.0 475.0 332.5 190.0 142.5 95.0 95.0 47.5 47.5 902.5 95.0 1,710.0 427.5 237.5 285.0 237.5 190.0 95.0 95.0 2,137.5 950.0 427.5 237.5 95.0 1,045.0 570.0 237.5 190.0 142.5 95.0 95.0 570.0 522.5 PCD Code IComments 41 Discuss PC LC treatment with K. Tappero.

41 Discuss terms and conditions of debt with Orrick.

41 Conference Call - WGM PGE re: claim allocations and PC treatment.

41 Prepare and send comments on sub debt to Orrick.

41 Discuss claims amounts for DS with K. Tappero.

41 Discussion with Q. Carlson re: pre-petition claims.

41 Discussion of assignment with Q. Carlson.

41 Send claim amounts to J. Tabor.

41 Review fee application.

41 Meeting to analyze creditor treatment and PC bond allocations.

41 Analyze amended debt allocations and PC bond treatment.

41 Review and respond to e-mail related to creditor treatment in POR 41 Discuss PC bond treatment with M. Nachimson.

41 Discuss MBIA treatment with K. Tappero.

41 Discuss bond terms with Orrick.

41 Call with WGM regarding mortgage bonds in treasury.

41 Review DS and POR 41 Analyze pre-petition interest claims.

41 Meeting to analyze review amended DS.

41 All hands PC bond treatment meeting.

41 Prepare for DS review meeting.

41 Fee app preparation.

41 Discussion with M. Nachimson and M. Donnelly re: PC treatment.

41 Meeting with Rothschild re: pre-petition interest.

41 Discussion with K. Tappero re: assumed liabilities.

41 Discussion with M. Nachimson regarding PC bond treatment.

41 Meeting to review DS.

41 Meeting with M. Donnelly re: psot petition interest and negotiating strategy for PC LC bonds.

41 Analyze amended disclosure statement, 41 Review and provide comments on assumptions to financials for DS.

41 Discussion with Orrick re: formation and capitalization of company.

41 Review amended Disclosure Statement 41 Analyze and adjust claims and allocations based on revised numbers.

41 Discussions with M. Donnelly re: interest rates and PC bond treatment.

41 Analyze Rothschild pre/post petition interest rate calculations.

41 Discussions with K. Tappero / Q. Carlson re: preferred stock treatment.

41 Discussion with M. Nachimson re: PC bond treatment.

41 Discussions with M. Donnelly re: PC contingent claims.

41 Analyze and respond to Rothschild questions re; debt allocations.

37 Discussions with B. Shaw and Q. Carlson regarding several issues such as post-petition interest calculations, financing transaction fees and wtd cost of debt 41 Analyze allocations and debt distributions.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C I

I I

I Professional Peko, J.

Peko, J.

Pcko, J.

Peko, J.

Peko,.

Peko, J.

I I

I Date 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 20-Sep-01 20-Sep-01 26-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 12-Oct-01 12-Oct-01 12-Oct-01 15-Oct-01 15-Oct-01 15-Oct-01 15-Oct-01 16-Oct-0 1 16-Oct-01 16-Oct-01 18-Oct-01 18-Oct-01 5/15/2002 Rate I

475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 Hours 0.6 0.4 0.2 0.2 0.2 0.2 0.2 0.2 0.1 0.1 2.9 0.5 0.4 0.3 0.2 0.2 0.2 0.2 0.2 0.1 0.1 1.2 0.1 0.2 0.6 0.3 0.3 0.3 0.2 0.2 0.3 0.2 0.1 0.3 0.3 0.3 0.2 3.2 0.2 0.2 0.8 0.2 Fees 285.0 190.0 95.0 95.0 95.0 95.0 95.0 95.0 47.5 47.5 1,377.5 237.5 190.0 142.5 95.0 95.0 95.0 95.0 95.0 47.5 47.5 570.0 47.5 95.0 285.0 142.5 142.5 142.5 95.0 95.0 142.5 95.0 47.5 142.5 142.5 142.5 95.0 1,520.0 95.0 95.0 380.0 95.0 PCD Code Comments 41 Analyze amended terms and conditions for debt instruments.

41 Conference call with Rothschild re: debt allocations and interest calculations.

41 Conference call with Orrick to determine what bond terms to include in POR.

41 Analyze debt trading language.

41 Discussions with Orrick re: debt terms and conditions.

41 Provide comments on debt terms and conditions to Orrick via e-mail.

41 Call with Offick and M. Donnelly re: zero coupon option on sub debt.

41 Call with M. Donnelly re: terms of bonds.

41 Call with M. Donnelly re: negative lien language.

41 Call with Orrick re: negative lien language.

41 Review/analyze amended Disclosure Statement 41 Call with PG&E re: interim interest on LC backed PC bonds.

41 Call with Orrick to provide comments on amended Dis Statement 41 Call with Orrick and WGM re: prior bonds.

41 Call with Orrick re: maturity distributions.

41 Call with M. Donnelly re: maturity allocations.

41 Discussion with J. Thomas re: convenience class claims.

41 Call with M. Donnelly re: convenience claims / quids impact.

41 Call with WGM to discuss treatment of prior bonds.

41 Call with M. Donnelly re: convenience class breakdown.

41 Call with WGM/PGE re: quids/convenience class.

41 Conference call re: POR 41 Analyze bank LC and breakeven rates.

41 Call with K. Lee regarding interest rate assumptions.

41 Conference call with M. Donnelly to review issues from analysts, creditors, etc.

41 Review debt allocation 41 Review July billing detail, 41 Discussion with Q. Carlson re: 100% cash for interest and corresponding debt issues.

41 Call with B. Shaw re: issues related to POR 41 Analyze interest rates for senior notes.

41 Call with Mike Donnelly to discuss POR summary 41 Conference call with Mike Donnelly 41 Teleconference with M. Nachimson re workplan 41 Call with M. Donnelly re: project management 41 Review POR work plan and goals for finance team 41 Call with M. Donnelly re: financing team meeting 41 Prepare for finance team meeting 41 Financing meeting to clarify schedule and key issues 41 Discussion with M. Donnelly related to key issues for financing team meeting 41 10/9 signoff on monthly officers certificate 41 Prepare time and responsibility schedule 41 Call with Orrick re: open issues

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C Professional Date Rate I ours Fees Code Comments Peko, J.

19-Oct-01 475 1.1 522.5 41 Review draft & incorporate changes from WGM, HR and Lehman on outstanding issues Peko, J.

19-Oct-01 475 0.1 47.5 41 Call with M. Donnelly re: issues Peko, J.

19-Oct-01 475 0.1 47.5 41 Call with Howard Rice re: issues Peko, J.

19-Oct-01 475 0.1 47.5 41 Call to WGM re: issues Peko, J.

19-Oct-01 475 0.1 47.5 41 Call from Lehman re: issues Peko, J.

20-Oct-01 475 2.2 1,045.0 41 Prepare and review issues Peko, J.

21-Oct-01 475 0.3 142.5 41 Finalize issue and responsibility timetable Peko, J.

22-Oct-01 475 0.2 95.0 41 Call with M. Donnelly to discuss outstanding issues on POR and creditors Peko, J.

23-Oct-01 475 0.2 95.0 41 Call with R. Morrison re: PC LC funding levels Peko, J.

25-Oct-01 475 0.8 380.0 41 Conference call with Barnes and Donnelly re: time and responsibilities Peko, J.

25-Oct-01 475 0.2 95.0 41 RE: resolution of PC bank negotiation and impact of paying mortgage bonds Peko, J.

25-Oct-01 475 0.2 95.0 41 Call with M. Donnelly re: negotiation Peko, J.

25-Oct-01 475 0.1 47.5 41 Review e-mail re: PC bonds from B. Britton Peko, J.

27-Oct-01 475 0.3 142.5 41 Draft time and responsibility for open issues Peko, J.

27-Oct-01 475 0.2 95.0 41 Call with M. Donnelly re: POR Peko, J.

28-Oct-01 475 1.4 665.0 41 Draft time and responsibility by task and phase Peko, J.

29-Oct-01 475 1.7 807.5 41 Conference Call re: PC bond treatment Peko, J.

29-Oct-01 475 0.3 142.5 41 Discussions with M. Nachimson with regard to POR work plan Peko, J.

29-Oct-01 475 0.1 47.5 41 Call with M. Donnelly re: PC bond meeting/responsibilites Peko, J.

30-Oct-01 475 1.5 712.5 41 Amend review time and responsibility schedule Peko, J.

30-Oct-01 475 0.2 95.0 41 Call with Orrick re: indentures Peko; J.

30-Oct-01 475 0.2 95.0 41 Call with M. Donnelly re: task list Peko, J.

31-Oct-01 475 0.6 285.0 41 Call with M. Donnelly and preparation for conference call re: organization Peko, J.

3 1-Oct-01 475 0.5 237.5 41 Conference call with Messrs. Harvey, Barnes and Donnelly re: organization Peko, J.

1-Nov-01 475 2.4 1,140.0 41 Preparation for and actual conference call with Orrick and POE re: cromium claims/PC bonds 2-Nov-01 6-Nov-01 7-Nov-01 8-Nov-01 9-Nov-01 16-Nov-01 27-Nov-01 28-Nov-01 28-Nov-01 29-Nov-01 30-Nov-01 3-Dec-01 3-Dec-01 3-Dec-01 3-Dec-01 3-Dec-01 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 0.2 0.8 0.3 0.5 0.2 0.3 0.4 2.8 1.2 1.0 0.3 5.6 2.0 1.5 0.5 0.2 95.0 380.0 142.5 237.5 95.0 142.5 190.0 1,330.0 570.0 475.0 142.5 2,660.0 950.0 712.5 237.5 95.0 41 Call with M. Donnelly re: indenture 41 Review financial disclosure in 204 filing 41 Call with M. Donnelly re: financing issue related to 204 41 Conference call re; financial sections of regulatory 41 Call with M. Donnelly re: 204 filing 41 Discussion with M. Donnelly re: regulatory filings 41 Conference Call with Mike Donnelly re: creditor issues.

41 Analyze draft Disclosure Statement 41 Conference call - Mike Donnelly and J. York re: open POR issues 41 Analyze terms and conditions for LC banks 41 Call with M. Donnelly re: POR 41 Conference call with financial instrument team re: DS 41 Analyze POR 41 Analyze Rothschild DS comments and follow-up items prepared by WGM 41 Prepare for DS all hands meeting 41 Review of interim invoice 5/15/2002 Peko, J.

Peko, J.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by Professional, July 1st, 2001 through March 31st, 2002 Exhibit C Hours Fees Professional Peko, J.

Peko, J.

Peko, J. Total Grand Total Date 3-Dec-01 4-Dec-01 4-Dec-01 5-Dec-01 5-Dec-01 5-Dec-01 6-Dec-01 6-Dec-01 6-Dec-01 6-Dec-01 7-Dec-01 10-Dec-01 10-Dec-01 10-Dec-01 11 -Dec-01 0.2 1.0 1.0 3.9 1.5 0.7 1.0 0.6 0.5 0.3 2.0 0.5 0.2 0.2 0.5 332.3 920.0 95.0 475.0 475.0 1,852.5 712.5 332.5 475.0 285.0 237.5 142.5 950.0 237.5 95.0 95.0 237.5 157,842.5 411,394.0 Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 5/15/2002 PCD Code Comments 41 Analyze Sidley Austin memo re: Bank set-off rights 41 Financial instrument team conference call re: open issues DS 41 Call with M. Donnelly re: debt allocations 41 Conference Call financial instrument team 41 Adjust debt allocation model 41 Analyze term sheets and provide comments to Orrick 41 Calls with M. Donnelly re: debt allocations capacity and adjustment 41 Call with M. Donnelly re: debt allocations 41 Adjust debt allocation model 41 Analyze registrator of resales 41 Financial instrument team - DS review meeting 41 Analyze key step following financing completion 41 Discussion with M. Kassiesieh re: pre/post petition interest 41 Discussion with M. Donnelly re: debt allocations adjustment 41 Adjust debt allocation model

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Claims Management Process Claims Management Process Claims Management Process Claimsi Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Clainis Management Process Claims Manageiient Process Claims Managemient Process Claims Management Process Claims Management Process Claims Managemnent Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claimis Management Process Claims Management Process Claims Management Process Claims Management Process Claimims Management Process Claims Management Process Claims Management Process Claims Manmagement Process Claims Management Process Claims Management Process Claims Management Process Claimis Management Process Claims Management Process Claims Management Process Claimis Management Process Claims Management Process Claims Management Process Claims Management Process Professional Nachimson, M.

Nachimson, M.

Nachinison, M.

Nachimison, M.

Nachimson, M.

"Thomas, J.

Thomas, J.

"Thomas, J.

Thomas, J.

Thomnias, J.

Thomas, J.

Thomas, J, Thomas, J.

Thomas, J.

Carlson, Q.

0.3 0.4 1.3 1.9 0.8 0.8 2.2 0.4 2.1 0.2 0.6 0.6 1.7 0.4 2.6 0.3 2.8 4.0 0.8 4.1 1.2 0.3 1.5 3.1 leads 142.5 Discussions with D. Frazier re: unscheduled claims categories 190.0 Discussion with K. Dowd re: claims classifications and resolution teams 617.5 Analysis of amended schedules and claim categories 902.5 Preparation for meeting re: schedules and claims 380.0 Discussion with D. Frazier re: POC summary schedules 380.0 Preparation for claims resolution team lead meeting.

1,045.0 Analysis of'reports ofall scheduled claims by claim category to be distributed to team leads 190.0 Preparation for meeting with debtor personnel re: bankruptcy compliance isssues.

997.5 Preparation ofreports to be distributed at resolution team lead meeting 95.0 Discussion with K. Dowd re: claims resolution team lead meeting 285.0 Meeting with debtor personnel re: bankruptcy compliance issues.

285.0 Discussion with Q. Carlson and D. Frazier re: status of claims management process 807.5 Meeting with debtor personnel re: claims resolution team lead instructions.

190.0 Discussion withM. Snyder re: claims listing reports and classification ofelaims 1,235.0 Analysis ofclaims classifications for purposes of facilitating the reconciliation process 142.5 Discussion with K. Dowd re: FYCA near term involvement in claims management process 770.0 Drafting claim category report 1,100.0 Preparation of reports summarizing claims statistics using claims database 220.0 Discussions with J. Thomas re: reports of scheduled liabilities and related analyses 1,127.5 Finalizing claims report to be sent to the different team leads involved in the claims resolution process 330.0 Discussions with D. Frazier re claims process 82.5 Discussions with D. Frazier to discuss claims report 412.5 Applying the 'Zia map' to the uncategorized claims 852.5 Preparation ofreport showing the types ofelaims that were not classified by Berger & Assoc 5/15/2002 9-Jul-01 9-Jul-01 9-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 11-Jul-01 I I -Jul-01 I 11-Jul-01 11-Jul-01 114-Jul-01 11-Jul-01 12-Jul-01 12-Jul-01 17-Jul-01 3-Jul-01 3-Jul-01 5-Jul-01 6-Jul-01 6-Jul-01 6-Jul-01 9-Jul-01 9-Jul-01 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 275 275 275 275 275 275 275 275 Date I

Rate Hours Fees Comments 5-Jul-01 650 0.3 195.0 Review vendor claims issues 1-Jul-01 650 1.0 650.0 Review issues related to the claims resolution process 2-Jul-01 650 0.5 325.0 Review claims issues 7-Jul-01 650 0.2 130.0 Review claims issue 9-Jul-01 650 0.5 325.0 Review claims issue 2-Jul-01 475 0.8 380.0 Analysis of creditors included on revised schedules of liabilities 2-Jul-01 475 0.9 427.5 Meeting with Debtor personnel re: claims management process and reconciliation 2-Jul-01 475 1.2 570.0 Meeting with debtor personnel re: communications issues surrounding claims management 2-Jul-01 475 0.4 190.0 Draft correspondence with Berger and Associates re: information requirements of debtor for claims management 3-Jul-01 475 0.6 285.0 Draft correspondence to R. Berger re: amended schedules and information requirements for analysis related to claims management 5-Jul-01 475 0.6 285.0 Analysis ofclaims stratifications based on amended schedules 5-Jul-01 475 0.7 332.5 Analysis of claims included on revised schedules and categorization for claims management 5-Jul-01 475 0.8 380.0 Discussions with Q. Carlson re: reports ofscheduled liabilities and related analyses 5-Jul-01 475 0.4 190.0 Discussion with B. Berger re: information requirements ofdebtor for claims management 5-Jul-01 475 0.4 190.0 Discussions with D. Frazier re: claims management process 5-Jul-01 475 1.2 570.0 Analysis of procedures required to process and document claims resolutions post-receipt of proof of claims 6-Jul-01 475 0.9 427.5 Discussions with D. Frazier regarding open claims projects and next steps 6-Jul-01 475 0.5 237.5 Analysis ofrecipients of POC forms not on the schedule ofliabilities 6-Jul-01 475 0.3 142.5 Review draft report ofall claims by reconciliation category 6-Jul-01 475 0.3 142.5 Discussion with J. Vanderhooven (Berger) re: POC mailing issues and schedules 6-Jul-01 475 0.4 190.0 Draft communication re: issues to be resolved through claims agent 9-Jul-01 475 0.5 237.5 Discussion with D. Frazier re: resolution team lead training materials 9-Jul-01 475 2.3 1,092.5 Analysis of all parties receiving proofofelaim forms and development of reports for team

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claitis Management Process Claims Management Process Claitus Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Managenment Process Claims Management Process Claims Managenment Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Clainm Management Process Claims Management Process Claims Managemneit Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Managemnent Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Claims Management Process Total 13 lC 1(

1 1

I 1

1 1

I 1

1 Professional Carlson, Q.

Carlson, Q.

Frazier, D.

10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 10-Jul-01 1 -Jul-01 11 -Jul-01 11-Jul-01 11 -Jul-01 11-Jul-01 16-Jul-01 16-Jul-01 17-Jul-01 17-Jul-01 340 340 340 340 340 340 340 340 340 340 340 340 340 340 0.8 0.6 0.5 0.9 4.3 3.7 0.4 1.8 0.6 2.6 1.8 0.8 2.2 0.5 123.7 trmg 272.0 Discussions with Jason Thomas re: POC summary schedules 204.0 Discussions with Mike Schonherr 170.0 Discussions with Q. Carlson re: claims resolution process 306.0 Discussions with Quinn Carlson re: POC schedule analysis 1,462.0 Summary analysis of POC recipients not on schedule 1,258.0 Prepare materials for team lead meeting 136.0 Speak with Megan Ardell regarding next steps 612.0 Dispute resolution team lead meeting 204.0 Discussion with Q. Carlson and J. Thomas re: status of claims management process 884.0 Write/ review/ distribute team lead e-mail providing lists ofclaims 612.0 Legal meeting with Marn Snyder, Kevin Dowd, Mike Schonherr, Megan Ardell, et. Al.

272.0 Discussion with Quinn Carlson to discuss status of detailed claim analysis 748.0 Create agenda for Megan Ardell for Berger database training for team leads and claims team 170.0 Discussions with Megan Ardell 44,139.0 5/15/2002 E)ate Rate Hours Fees Comments _

9-Jul-01 275 2.7 742.5 Preparation ofteam lead reports re claims 0-Jul-01 275 0.9 247,5 Discussions with D. Frazier re: POC schedule analysis 0-Jul-01 275 2.5 687.5 Preparing a report summarizing the types ofclaimus within each category 0-Jul-01 275 2.5 687.5 Reviewing the claim categories 0-Jul-01 275 3.7 1,017.5 Preparation ofreports to be distributed at claims meeting 0-Jul-01 275 0.5 137.5 Discussions with D. Frazier re claims resolution process 1-Jul-01 275 2.5 687.5 Reviewing information related to schedules D, E and F within claims database 1-Jul-01 275 2.1 577.5 Preparation of reports to be distributed at team meeting re claims 1-Jul-01 275 0.6 165.0 Discussions with J. Thomas and D. Frazier re claims management process 2-Jul-01 275 3.1 852.5 Preparing a report summarizing the revisions applied to the claims database 2-Jul-01 275 2.1 577.5 Revising previously categorized tax claims into other categories 6-Jul.01 275 0.8 220.0 Discussion with D. Frazier to discuss status ofdetailed claim analysis 2-Jul-01 340 1.5 510.0 Organize claims process tasks to do 2-Jul-01 340 2.4 816.0 Prepare misc. analayses for C. Taylor & T. Tullis 2-Jul-01 340 2.8 952.0 Preparation of misc. materials for traige team meeting 3-Jul-01 340 0.8 272.0 Meeting w/ Kevin Dowd and Claims Resolution team 3-Jul-01 340 3.2 1,088.0 Analysis and continued preparation of claims dispute resolution materials 5-Jul-01 340 0.4 136.0 Discussions with J. Thomas re: claims management process 5-Jul-01 340 0.6 204.0 Update category analysis 5-Jul-01 340 1.0 340.0 Daily claims resolution team meeting with Kevin Dowd and Mike Schonlierr 5-Jul-01 340 3.4 1,156.0 Preparation ofmisc. materials for claims team meeting 5-Jul-01 340 0.4 136.0 E-mail several claims roles and responsibilities documents to Mike Schonherr for review 5-Jul-01 340 0.6 204.0 Meeting with Megan Ardell -- discuss next steps for roles and responsibilities 6-Jul-01 340 0.9 306.0 Discussions with Jason Thomas regarding open claims projects and next steps 6-Jul-01 340 0.6 204.0 Discussions with Megan Ardell to discuss claims process 6-Jul-01 340 1.2 408.0 Discussions with Q. Carlson re: claims resolution process 6-Jul-01 340 1.9 646.0 Create list of Berger open items and distribute to claims team for comments 6-Jul-01 340 1.5 510.0 Review claims report analysis and forward to Mike Schonherr and Megan Ardell for comments 6-Jul-01 340 0.3 102.0 Discussions with Quinn Carlson to discuss claims report 9-Jul-01 340 0.4 136.0 Discussions with M. Schonherr re: unscheduled claim category analysis 9-jul-01 340 0.3 102.0 Communcations with Jason Thomas re: unscheduled claims categories 9-Jul-01 340 0.5 170.0 Discussion with J. Thomas re: resolution team lead training materials 9-Jul-01 340 2.6 884.0 Allocate unscheduled claims categories into "buckets" and distribute to M. Schonhen" for comments 9-Jul-01 340 0.8 272.0 Discussions with Megan Ardell re detailed claims lists and required assistance for team lead

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 IXli]iD I)

PCD Code Description Professional Participate in Negotiation and Formulation of Plan ofReorganization Nachimison, M.

Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Fornulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Forniulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation ofPlan of Reorganization Participate in Negotiation and Foriulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiatiom and Formulation of Plan ofReorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation amid Formulation of Plan ofReorgamization Participate in Negotiation and Formulation of Ptar of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation mad Formulation ofPlan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Nachimson, M.

Nachimson, M.

Nachimison, M.

Nachiimson, M.

Nachinison, M.

Nachimson, M.

Nachinison, M.

Nachimson, M.

Nachimson, M Nachimson, M.

Nachimson, M.

Nachiiison, M.

Nachimsnon, M.

Nachimson, M.

Nachimson, M Nachimson, M.

Nachimson, M.

Nachimison, M.

Nachimson, M.

Nachimson, M Nachimson, M.

Nachimson, M.

Nachimson, M Nachimson, M.

Nachimson, M.

Nachimson, M 1

5/15/2002 Date Rate flours Fees Comments 3-Jul-01 650 1.7 1,105.0 Review debt instruments in connection with POR including teleconference with Mike Donnelly and M. Kessler 5-Jul-01 650 2.5 1,625.0 Review debt instruments re POR 9-Jul-01 650 7.0 4,550.0 Preparation or POR issues including meeting with financial instruments team 10-Jul-01 650 2.0 1,300.0 Preparation for meeting re POR I 1-Jul-01 650 1.2 780.0 Review mortgage and bonds re POR 11-Jul-01 650 30 1,950.0 Preparation ofPOR - financial instruments meeting, review term sheet 12-Jul-01 650 1.0 650.0 Participation in debt holders teleconference 17-Jul-01 650 0.3 195.0 Review debt instrument issue re POR including teleconference with Mike Donnelly 17-Jul-01 650 0.7 455.0 Review committee POR issues including teleconference with C. Strand 18-Jul-01 650 4.0 2,600.0 Review disclosure statement 23-Jul-01 650 2.2 1,430.0 Review POR debt issues 24-Jul-01 650 2.0 1,300.0 Review POR & discuss statement issues including meeting of finance teamn 25-Jul-01 650 1.2 780.0 Discussion with I. Thomas re: negotiations with creditors committee over POR 25-Jul-01 650 3.8 2,470.0 Review debt instruments re POR and capital structure 31 -Jul-01 650 3.0 1,950.0 Financial instruments review re POR 6-Aug-O1 650 3.2 2,080.0 Telephonic meeting of financial instruments teamn re POR 8-Aug-01 650 1.5 975.0 Meeting with M. Donnelly and Rothehild re POR issues 8-Aug-01 650 2.1 1,365.0 Review POR issues including meeting with M. Kessler 9-Aug-01 650 0.2 130.0 Discussion with J. Peko related to treatment ofPC bond holders.

14-Aug-01 650 7.2 4,680.0 Analysis ofdebt structure in connection with POR including meeting with financial instruments team 15.Aug-01 650 4.2 2,730.0 Analysis of debt structure in connection with POR with K. Harvey and L. Barnes 16-Aug-01 650 5.9 3,835.0 Review debt instruments in connection with POR including meeting of financial instrument team 20-Aug-01 650 3.0 1,950.0 Preparation of POR and D/S 21-Aug-01 650 3.0 1,950.0 Review POR & D/S 22-Aug-01 650 4.0 2,600.0 Review POR and D/S including meeting with financial instruments team 22-Aug-01 650 0.8 520.0 Meet with L. Barnes re POR issue 22-Aug-01 650 0.2 130.0 Review plan alternatives with S. Shelan 22-Aug-01 650 0.3 195.0 Discussionsn with J. Peko related to POR.

23-Aug-01 650 0.5 325.0 Review mortgage bond issue with regard to POR 24-Aug-01 650 4.7 3,055.0 Review debt issues in connection with POR 4-Sep-01 650 2.0 1,300.0 Review draft disclosure statement 5-Sep-01 650 0.1 65.0 Discuss LC treatment with J. Peko 5-Sep-01 650 1.6 1,040.0 Review issues related to the LC backed Pollution Control Bonds 5-Sep-01 650 0.5 325.0 Discuss DS issue with J. Peko 6-Sep-01 650 0.2 130.0 Discuss monthly officers certificate sign off for stipulation with J. Peko 6-Sep-01 650 2.0 1,300.0 Re POR - pollution control bond issues including teleconference with C. Strand and M.

Donnelly 7-Sep-01 650 0.2 130.0 Review financial instruments in preparation for financial instruments teani meeting 10-Sep-01 650 2.0 1,300.0 Review draft plan of reorganization and disclosure statement 10-Sep-01 650 0.2 130.0 Discuss PC bond treatment with J. Peko 11 -Sep-01 650 1.1 715.0 Review plan of reorganization and disclosure statement 11-Sep-01 650 1.4 910.0 Re POR - review pollution control bond issue including teleconference with debtor and counsel 13-Sep-01 650 4.2 2,730.0 Re POR - review treatment ofpollution control bonds including teleconference with debtor and committee 13-Sep-01 650 0.5 325.0 Discussion with J. Peko and M. Donnelly re: PC treatment.

13-Sep-01 650 0.2 130.0 Discussion with J. Peko regarding PC bond treatment.

13-Sep-01 650 1.4 910.0 Discussion with creditors re POR issue

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D IPCD Code Description Professional Participate in Negotiation and Formulation of Plan of Reorganization Naciimson, M.

Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation aid Formulation ofPlan of Reorganization Nachimson, M.

Nachimson, M.

Nacliimson, M.

Nachimson, M.

Nachinison, M.

Nachimson, M.

Nacbimson, M.

Nachinison, M.

Nachimson, M.

Thomas, J.

"Thomas, J.

Thomas, J.

5/15/2002 Date Rate Hours Fees Conmnents I

14-Sep-01 650 1.8 1,170.0 Re POR - treatment of PCB's including teleconference with C. Strand, J Schaffer, L. Bames

& M. Donnelly 17-Sep-01 650 3.5 2,275.0 Review POR issues re PCB including teleconference with M. Donnelly, L. Barnes and C.

Strand 17-Sep-01 650 0.2 130.0 Discussion with J. Peko re: PC bond treatment.

17-Sep-01 650 2.5 1,625.0 Review POR and disclosure statement 20-Sep-01 650 1.8 1,170.0 Investor teleconference re POR, including preparation 20-Sep-01 650 2.3 1,495.0 Review POR issues ahead of conference call 21-Sep-01 650 1.1 715.0 Review POR issue including teleconference with C. Strand 24-Sep-01 650 1.0 650.0 Review POR in preparation for teleconference call with C. Strand 28-Sep-01 650 0.5 325.0 Review POR status with Mike Donnelly 1-Oct-01 650 0.2 130.0 Review POR issue with Mike Donnelly 4-Oct-01 650 0.5 325.0 Review EIX deal 4-Oct-01 650 0.2 130.0 Status review re POR with Mike Donnelly 5-Oct-01 650 0.2 130.0 Review POR issue re creditor with Mike Donnelly 5-Oct-01 650

0. I 65.0 Review creditor issues re POR 8-Oct-01 650 0.2 130.0 Status update with Mike Donnelly 11-Oct-01 650 0.5 325.0 Review POR creditor issues including teleconference with Clara Strand 12-Oct-01 650 0.1 65.0 Teleconference with Jim Peko re workplan 12-Oct-01 650 0.3 195.0 POR status review with Mike Donnelly 12-Oct-01 650 0.3 195.0 Review disclosure statement plan 16-Oct-01 650 0.2 130.0 Review latest disclosure statement draft with Mike Donnelly 16-Oct-01 650 0.9 585.0 Re POR - discussions with counsel for commercial paper holders and with debtor concerning POR issues 22-Oct-01 650 0.1 65.0 Discussion with Mike Donnelly re POR issues - pollution control board letters of credit 26-Oct-01 650 0.2 130.0 Review other POR work plan issues 26-Oct-01 650 0.2 130.0 Pollution control board - POR issues - discussions with Mike Donnelly 29-Oct-01 650 0.3 195.0 Discussions with Jim Peko with regard to POR work plan 12-Jul-01 475 2.1 997.5 Research re: bond holder abilities/rights for voting on POR 12-Jul-01 475 0.7 332.5 Draft correspondence to H Rice re: procedures for voting on plan of reorganization 12-Jul-01 475 0.9 427.5 Research re: current bondholders by issuance.

13-Jul-01 475 0.4 190.0 Research re: ability of and procedures for various parties to vote on POR 13-Jul-01 475 1.7 807.5 Research re: current holders of various issues of bonds.

13-Jul-01 475 0.6 285.0 Discussion with D. Frazier and Q. Carlson re: procedures for determining large holders of POE debt 16-Jul-01 475 1.6 760.0 Research re: procedures required to obtain complete lists of current debt holders 16-Jul-01 475 0.6 285.0 Discussion with debtor personnel re: current bondholders and issues related to voting on POR 17-Jul-01 475 0.4 190.0 Discussion with debtor personnel re: procedures and rights of creditors to vote on POR 17-Jul-01 475 0.6 285.0 Research re: procedures and rights of various parties with respect to voting on the POR 17-Jul-01 475 0.5 237.5 Research re: current holders of various debt issuances of POE 19-Jul-01 475 0.8 380.0 Preparation for meeting re: POR issues and long-term financial planning 19-Jul-01 475 0.4 190.0 Meeting with M. Nachimson re: POR issues and creditor committee meeting.

19-Jul-01 475 0.9 427.5 Meeting with Q. Carlson and J. Peko re: POR and refinancing issues.

19-Jul-01 475 0.8 380.0 Discussion with Q. Carlson and J. Peko re: debt restructuring plan 20-Jul-01 475 4.7 2,232.5 Meeting with debtor personnel re: POR issues and long-term financial planning 25-Jul-01 475 1.2 570.0 Discussion with M. Nachimson re: negotiations with creditors committee over POR 25-Jul-01 475 0.8 380.0 Discussion with Q. Carlson and J. Peko re: debt restructuring plan 26-Jul-01 475 1.1 522.5 Analysis of debt claims to be incorporated into the FOR.

27-Jul-01 475 1.3 617.5 Read draft POR I-Aug-01 475 1.3 617.5 Preparation for meeting re: presentation to creditors committee re: proposed debt structure in POR

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plai of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Fornmulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlat of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate iii Negotiation mid Formulation of Plan of Reorganization Participate in Negotiation and Fornmulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Professional Thomas, J.

Thomas, J.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Date Rate tlours Fees jComents 1-Aug-01 475 1.4 665.0 Analysis of current bondholders 19-Sep-01 475 0.2 95.0 Discussion with J. Peko re: convenience class claims.

9-Jul-01 275 2.1 577.5 POR issues 13-Jul-01 275 0.6 165.0 Discussion with D. Frazier and J. Thomas re: procedures for determining large holders of POE debt 16-Jul-01 275 3.1 852.5 Research of owners of bondholders (Pollution control) 19-Jul-01 275

0.

220.0 Discussion with J. Peko and J. Thomna re: debt restructuring plan 19-Jul-01 275 0.9 247.5 Meeting with J. Thomas and J. Peko re: POR and refinancing issues.

24-Jul-01 275 0.4 110.0 Discussion with J. Peko re: maturities of restructured and new debt 24-Jul-01 275 0.5 137.5 Analysis re: maturities ofrestructured and new debt 24-Jul-01 275 1.5 412.5 Analysis draft report to M. Kassissich re maturities of restructured debt.

25-Jul-01 275 0.8 220.0 Discussion with J. Thomas and J. Peko re: debt restructuring plan 25-Jul-01 275 3.0 825.0 Develop new maturity profile for new and restructured debt. Discussed with M. Donnelly and J. Peko.

27-Jul-01 275 2.1 577.5 Discussions with J. Peko re: restructuring model and developing consistent allocations of restructured securities under POR 27-Jul-01 275 1.0 275.0 Discussion with Maher 1(assisieh re: restructuring model 27-Jul-01 275 2.3 632.5 Review and make revisions to the latest debt restructuring model 30-Jul-01 275 3.9 1,072.5 Revised restructuring model to reflect the latest thinking on how much cash is projected to be distributed to each class ofcreditor 3 1-Jul-01 275 2.9 797.5 Analysis ofthe maturities of restructured debt under the latest restructuring model 31-Jul-01 275 1.0 275.0 Discussion with J. Peko re restructuring plan 3 1-Jul-01 275 3.2 880.0 Layering in the maturities of debt under the newco's into the restructuring model l-Aug-01 275 1.4 385.0 Research identifying current mortgage bondholders I-Aug-01 275 2.5 687.5 Preparation for meeting re: presentation to creditors committee re: proposed debt strncture in POR 7-Aug-01 275 3.5 962.5 Prepare summary ofdiscussion points on 8-6 conference call with M. Donnelly and other professionals 8-Aug-01 275 3.1 852.5 Revising financial restructuring model 8-Aug-01 275 3.2 880.0 Determining cash distribution to mtg bondholders with a fractional share issue pursuant to the latest restructuring plan 9-Aug-01 275 1.0 275.0 Mtg w/M. Donnelly disc 3 scenarios re restructuring (I-refi mtg bonds, 2-4 B of new money

& 3-10 B ofnew money) 9-Aug-01 275 1.8 495.0 Review amend creditor treatment model and discuss with J. Peko.

9-Aug-01 275 0.6 165.0 Meeting with J. Peko regarding amended allocation ofcash and notes.

9-Aug-01 275 2.3 632.5 Preparation of analysis to be provided to Debtor re: 3 restructuring scenarios.

13-Aug-01 275 3.7 1,017.5 Research treasury yields on various maturities 13-Aug-01 275 0.6 165.0 Discuss MTN interest rate model with J. Peko.

13-Aug-01 275 2.7 742.5 Prepare model for delivery to M. Donnelly showing the latest allocations to the newly formed entities 13-Aug-01 275 1.3 357.5 Incorporating the latest changes to the maturity profile of debt instruments per J. Peko and M Donnelly discussion 14-Aug-01 275 2.4 660.0 Review debt reorganization section of the disclosure statement 14-Aug-01 275 3.5 962.5 Working on debt restructuring model to create various scenarios that optimize the excess loss account 15-Aug-01 275 2.3 632.5 Drafting memo outlining the three showstopper risks -funding gap, capital market execution and the allocation to creditor risks 15-Aug-01 275 0.4 110.0 Discuss structure of financial model for debt optimization strategy with J. Peko.

15-Aug-01 275 2.8 770.0 Creating mortgage collateral coverage analysis reflecting latest version of the restructuring plan 16-Aug-01 275 2.4 660.0 Finalizing document re: risks associated with plan for M. Donnelly 17-Aug-01 275 0.3 82.5 Call with J. Peko regarding ELA scenarios and risk issues.

5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July Ist, 2001 through March 31st, 2002 Exhibit D PCD Code Description Proressional Participate in Negotiation and Formulation ofPlan of Reorganization Carlson, Q Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan ofReorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan ofReorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiatini and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Fornmulation of Plan of Reorganization Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Fornmulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participite in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Fornmlation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q, Carlson, Q.

Carlson, Q.

Carlson, Q Carlson, Q.

Carlson, Q.

Frazier, D.

Peko, J.

5/15/2002 Date Rate Hours Fees Comments 20-Aug-01 275 6.5 1,787.5 Preparation for the meeting with L. Barnes discussing the matrix of PX / ISO and Mortgage Cash % plan 22-Aug-01 275 0.2 55.0 Discussion with J Peko regarding capital structure.

22-Aug-01 275 1.2 330.0 Claims allocation analysis with J, Peko 22-Aug-01 275 2.1 577.5 Preparation and analysis of debt instrument meeting - sunmmaries of creditor recoveries assuming $7 billion of new money 23-Aug-01 275 2.2 605.0 Check calculation of post-petition interest 24-Aug-01 275 1.2 330.0 Discussions with J. Peko regarding pre/post petition interest.

28-Aug-01 275 1.0 275.0 Reading disclosure statement 28-Aug-01 275 25 687.5 Updating restructuring tmodel to reflect latest disclosure statement and creditor treatment 4-Sep-01 275 2.1 577.5 Meetings with M. Donnelly and K. Lee discussing claim amounts in latest disclosure statement 4-Sep-01 275 05 137.5 Meeting with S. Ledoux, J. Peko, M. Donnelly, J. Maguire, J. Savage discussing POR 5-Sep-01 275 0.3 82.5 Analyze DS issues with J. Peko 6-Sep-01 275 0.4 110.0 Aiialyze debt capacity with J. Peko 7-Sep-01 275 0.2 55.0 Discussion ofassignment with J. Peko 7-Sep-01 275 0.3 82.5 Discussion with 3. Peko re: pre-petition claims.

7-Sep-01 275 3.5 962.5 Participate in meeting with R. Morrison, K. Tappero, L. Barnes, J. Peko and M. Donnelly re pollution control bonds 7-Sep-01 275 1.5 412.5 Adjusting debt allocation model to reflect the latest thinking resulting from meeting re pollution control bonds I 0-Sep-01 275 2.2 605.0 Researching prior bankruptcies re the application of the federal judgment rate 13-Sep-01 275 0.5 137.5 Providing a response to J. Tabor regarding the claim amounts applicable to each creditor class in POR 13-Sep-01 275 0.2 55.0 Discussions with M. Donnelly re post-petition interest calculation 13-Sep-01 275 2.4 660.0 Revising debt restructuring model to incorporate latest thinking on the POR and disclosure statement 14-Sep-01 275 2.5 687.5 Making adjustments to debt restructuring model 17-Sep-01 275 1.2 330.0 Meeting with M. Donnelly re total new debt projections at each entity 17-Sep-01 275 2.7 742.5 Revising debt allocation model 17-Sep-01 275 0.3 82.5 Discussions with K. Tappero / 3. Peko re: preferred stock treatment.

17-Sep-01 275 1.9 522.5 Refining pre and post-petition interest calculation on the PC MBIA and PC LC debt 18-Sep-01 275 2.5 687.5 Preparation for meeting with W. Campbell, M. Donnelly and M. Bogyo including revising debt restrueturing model 18-Sep-01 275 0.5 137.5 Meeting with W. Campbell, M. Donnelly and M. Bogyo reviewing the disclosure statement 18-Sep-01 275 2.5 687.5 Revising debt restructuring model incorporating the latest projections and debt coverage information 18-Sep-01 275 1.5 412.5 Meetings with M. Donnelly regarding the appropriate numbers to be referenced in the disclosure statement drafts 28-Sep-01 275 0.3 82.5 Discussion with J. Peko re: 100% cash for interest and corresponding debt issues.

6-Nov-01 275 2.3 632.5 Updated financial restructuring model according to latest estimate of cash balance at confirmation 6-Nov-01 275 2.6 715.0 Maintaining integrated financial model to reflect open issues re: POR 30-Nov-01 275 3.4 935.0 Prepared summaries ofnew operating companies' debt structure aid maturity profile 10-Dec-01 275 2.7 74215 Updating / maintaining financial model to reflect potential amendments to the POR 10-Dec-01 275 2.9 797.5 Reviewing case status and analyze open issues (cash generation, allocation of debt to post bankruptcy entities) 13-Jul-01 340 0.6 204.0 Discussion with J. Thomas and Q. Carlson re: procedures for determining large holders of POE debt 25-Jun-01 475 4.5 2,137.5 Conference Call - Financial Instrument Teamn 28-Jun-01 475 2.6 1,235.0 Conference Call - Financial instrument team.

29-Jun-01 475 0.6 285.0 Model input for mortgage bonds.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiationi mid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorgmiization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plmi of Reorganization Participate in Negotiation mid Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation mid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlmi of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation mid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation mid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation arid Formulation of Plan of Reorganization XE 5/I 5/2002 Professional Peko, J.

Peko, J.

Pcko, J.

Peko, J.

Peko, J Peko, J.

Peko, J.

Peko, I Peko, J.

Peko, J.

Date Rate Ilours Fees Comnent.

29-Jun-01 475 0.4 190.0 Phone call with John Plaster (Lehunan) and completed spreadsheet for Mortgage bond.

2-Jul-01 475 1.4 665.0 Call with Mike Donnelly regarding Mortgage bond pricing and qualifying long term exchange issues.

2-Jul-01 475 0.5 237.5 Review WGM draft term sheets 6/29 for new debt and restructuring old debt.

2-Jul-01 475 0.5 237.5 Call with Lee Jay related to tax issues & reinstatement of Mortgage bonds and the ability to treat tranches discretely.

3-Jul-01 475 0.2 95.0 Discussed mortgage bond calls with Jay Tabor.

3-Jul-01 475 0.4 190.0 Discussed & analyzed reorg impact on mortgage bond holders with Mike Kessler minimize tax and interest cost.

5-Jul-01 475 0.3 142.5 Analyze Mike Donnelly's spreadsheet related to tax basis and allocation ofdebt.

5-Jul-01 475 0.2 95.0 Call w/ J. Tabor re call provisions/redemption provisions/ability to classify different series as separate classes on the mortgage debt 5-Jul-01 475 0.6 285.0 Analyze memo prepared by Stuart Goldring related tax considerations discussed on June 29.

5-Jul-01 475 0.2 95.0 Call with Mike Donnelly to analyze & review findings of Jay Tabor related to flexibility to call & reinstate mortgage bonds.

6-Jul-01 475 0.5 237.5 Analyze current bank list and suggest new potential bank candidates 6-Jul-01 475 0.6 285.0 Analyze amended term sheet from WOM 6-Jul-01 475 1.8 855.0 Conference Call related to tax implications of finco structure 9-Jul-01 475 6.0 2,850.0 Analyze tax compliant semi-prorata Jigsaw (with the new residual Finco) debt allocation work sheet.

9-Jul-01 475 1.5 712.5 Review term sheet with Mike Donnelly highlighting key areas of focus related to mortgage and p/c bonds.

9-Jul-01 475 1.2 570.0 Review and analyze mortgage indenture for First and Refuding Mortgage bonds.

10-Jul-01 475 03 142.5 Discussion to clarify mortgage release impact on tax treatment of PC bonds.

10-Jul-01 475 1.4 665.0 Conference call with I/c counsel to creditors positions related providing credit enhancement for bond issues.

10-Jul-01 475 2.7 1,282.5 Develop debt allocation and maturity schedule for existing and new debt.

10-Jul-01 475 1.9 902.5 Conference Call related to mortgage and P/C bond structuring. Analyzing impairment, restatement and tax consequences.

I 0-Jul-01 475 0.4 190.0 Review and analyze summary terms for restructured PC bonds.

10-Jul-01 475 0.1 47.5 Clarification ofcollateral release on mortgage bond with Doreen Ludermann.

11 -Jul-01 475 3.4 1,615.0 Mtg for Financial team to evaluate Finco structure, allocation of debt & review revised team sheets for pc bonds.

11 -Jul-01 475 0.6 285.0 Review PC bond term sheet.

11-Jul-01 475 1.1 522.5 Analyze and quantiry potential savings on selectively reinstating mortgage bonds.

12-Jul-01 475 0.7 332.5 Meeting with Mike Donnelly to discuss PV savings of PC bonds vs. tax implications of excess tax basis if considered assumed debt.

12-Jul-01 475 3.5 1,662.5 Finance team meeting to evaluate structure for Mortgage and mortgage backed PC bonds.

12-Jul-01 475 1.9 902.5 Build PC bond spreadsheet and analyze potential cost saving related reinstating pc bonds.

13-Jul-01 475 0.5 237.5 Meeting with M. Kassisieh to rework debt allocations among new operating cos.

13-Jul-01 475 3.0 1,425.0 Finance team meeting related to PC and Mortgage debt restructuring related to tax implications and redrafling terms & conditions.

13-Jul-01 475 0.9 427.5 Mtg with Mike Donnelly re creditors reaction to POR and began to lay out strategy on how to allocate restructured debt.

16-Jul-01 475 0.5 237.5 Compare PC bond PV savings with Ken Lee and discuss analysis and methodology behind numbers.

16-Jul-01 475 0.5 237.5 Call with Mike Donnelly and Mike Kessler related to interest rate costs - Federal rates vs.

Contractual rates.

16-Jul-01 475 0.2 95.0 Call with Doreen Ludemann to discuss disaggregation ofmortgage collateral.

16-Jul-01 475 0.2 95.0 Review and amend POR work plan.

16-Jul-01 475 0.5 237.5 Analyze amended maturity profiles.

16-Jul-01 475 0.6 285.0 Review amended term sheet drafts of PC, restructured and new debt offerings.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Professional Participate in Negotiation and Formulation of Plan of Reorganization Peko, J.

Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Peko, J.

Peko, J.

Date Rate IHours Fees

{Comments 1

17-Jul-01 475 2.4 1,140.0 Conference Call with Finance team to review term sheets for PC, restructured and new debt issues.

17-Jul-01 475 1.0 475.0 Conference call with Mike Donnelly and Jeremy Mctuire related sizing, maturities, and liquidity ofnew debt offerings.

17-Jul-01 475 2.0 950.0 Analyze first draft of disclosure statement.

17-Jul-01 475 0.5 237.5 Review and analyze old and new mortgage comparison chart produced by D. Mao.

17-Jul-01 475 0.7 332.5 Disc w/ L. Jay, B. Lange, T. Huntley and D. Ludemann related to release of assets under current mortgage indenture and value ofnewcos 18-Jul-01 475 1.0 475.0 Review and provide comments on lst draft ofdisclosure statement.

18-Jul-01 475 0.2 95.0 Discussion with Mike Bogyo related to potential interest rates on Finco notes.

18-Jul-01 475 5.3 2,517.5 Conference Call -review and amend first draft ofdisclosure statement.

18-Jul-01 475 1.3 617.5 Adjust debt allocations and maturity profiles to reflect changes based on amended disclosure statement.

19-Jul-01 475 0.2 95.0 Call with M. Kessler related to bankruptcy treatment of collateral release under mortgage bonds.

19-Jul-01 475 0.4 190.0 Call Orrick related to collateral release provisions under mortgage indenture and possible tax implications.

19-Jul-01 475 0.4 190.0 Call with Lehman to discuss market rates for neweos and potential terms for mortgage bonds.

19-Jul-01 475 0.2 95.0 Amended mortgage debt financial model.

19-Jul-01 475 0.6 285.0 Review and analyze spreadsheets from D. Ludemann related to unreimbursed capex calculations.

19-Jul-01 475 0.5 237.5 Call with Orrick related to asset releases to the Newcos under the mortgage indenture.

19-Jul-01 475 0.2 95.0 Review creditor class breakdown for disclosure statement provided by Orrick.

19-Jul-01 475 0.9 427.5 Meeting with Q. Carlson and J. Thomas re: POR and refinancing issues 19-Jul-01 475 0.8 380.0 Discussion with Q. Carlson and J. Thomas re: debt restructuring plan 19-Jul-01 475 0.3 142.5 Brief Mike Donnelly on attorney findings related to unimpaired mortgage strategy.

19-Jul-01 475 1.7 807.5 Mtg w/ Orrick, WOM and D. Ludemann re collateral release under mortgage and impact on disaggregation & non-impairment strategy.

20-Jul-01 475 0.3 142.5 Prepare updated spreads by newco for Mike Bogyo.

23-Jul-01 475 0.3 142.5 Review updated summary terms and conditions for restructured debt.

23-Jul-01 475 0.2 95.0 Review industry and spread commentary from BofA.

23-Jul-01 475 0.4 190.0 Review updated debt allocation and recommend new debt maturity profiles.

23-Jul-01 475 2.7 1,282.5 Non-Working Travel time 23-Jul-01 475 1.7 807.5 Review and amend presentation on Finco structure by Lehman.

23-Jul-01 475 0.1 47.5 Call with B. Lange regarding debt convenants coordination with Lehman, 23-Jul-01 475 1.2 570.0 Review and comment on updated disclosure statement.

24-Jul-01 475 0.2 95.0 Call with John Paster discussing secondary spreads.

24-Jul-01 475 0.5 237.5 Update M. Donnelly on required covenants and potent ial call provisions for mortgage debt.

24-Jul-01 475 1.5 712.5 Discuss with Q. Carlson re maturities ofrestructured debt.

24-Jul-01 475 0.1 47.5 Review spreads with M. Bogyo.

24-Jul-01 475 0.5 237.5 Review disclosure statement.

24-Jul-01 475 0.2 95.0 Amend maturity profile and class breakdown.

24-Jul-01 475 3.0 1,425.0 Finance team call to consolidate comments and amend draft disclosure statement.

24-Jul-01 475 0.7 332.5 Call with Lehman/Orrick related debt covenant packages for mortgage, unsecured and sub debt.

24-Jul-01 475 1.1 522.5 Call with credit committee professionals to explain Finco structure.

25-Jul-01 475 3.0 1,425.0 Develop new maturity profile for new and restructured debt. Discussed with M. Donnelly and Q. Carlson.

25-Jul-01 475 08 380.0 Discussion with J. Thomas and Q. Carlson re: debt restructuring plan 25-Jul-01 475 0.4 190.0 Review draft POR.

25-Jul-01 475 1.5 712.5 Review draft POR.

5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Fornmulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Peko, J.

Peko, J, Peko, J.

Peko, J.

Peko, J, Peko, J.

Peko, J.

Peko, 3.

Peko, 3, Peko, J.

Peko, J.

1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 1-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 Rate Hours 475 1.0 475 0.2 475 0.2 475 0.3 475 0.4 475 0.6 475 0.2 475 0.2 475 0.3 475 2.1 Professional Peko, J.

Peko, J.

Date 26-Jul-01 26-Jul-01 26-3ul-01 26-Jul-01 26-Jul-01 76-Jul-01 26-Jul-01 26-Jul-01 26-Jul-01 27-Jul-01 27-Jul-01 27-Jul-01 27-Jul-01 27-Jul-01 31-Jul-01 31-Jul-01 31-Jul-01 31-Jul-01 31-Jul-01 3 1-Jul-01 31-Jul-01 31-Jul-01 31-Jul-01 1-Aug-01 1-Aug-01 Claims.

475 0.4 190.0 Analyze amended restructured debt schedules after adjustments to ISO and Generator Claims.

475 0.3 142.5 Discussion with B. Lange related to debt covenant package.

475 2.0 950.0 Review disclosure statements and treatment of mortgage holders for El Paso and PS New Hampshire.

475 2.5 1,187.5 Meeting with M. Donnelly, Rothschild, Lehman to discuss treatment ofcreditors.

475 0.3 142.5 Discussion with B. Lange related to debt covenant package.

475 2.0 950.0 Review disclosure statements and treatment of mortgage holders for El Paso and PS New Hampshire.

475 1.1 522.5 Meeting to discuss breakdown and treatment of classes for POR.

475 0.6 285.0 Meeting with L. Bames, K. Harvey etal regarding Finco structure.

475 2.5 1,187.5 Meeting with M. Donnelly, Rothschild, Lehman to discuss treatment ofcreditors.

475 1.1 522.5 Meeting to discuss breakdown and treatment of classes for POR.

475 0.2 95.0 Call with B. Lange to discuss treatment of fractional bondholders.

475 0.3 142.5 Discussion with M. Donnelly regarding default interest rates on outstanding debt.

475 1.1 522.5 Meeting with Kassiesieh to discuss initial treatment ofcreditors.

475 1.5 712.5 Discussion with M. Donnelly and WOM regarding oreditor claim classes and review of creditor committee position on current POR.

475 0.2 95.0 B. Lange discuss bond issues with non-default interest.

475 1.0 475.0 Analyze amended debt covenant package from Orrick.

475 0.2 95.0 B. Lange discuss bond issues with non-default interest.

475 0.5 237.5 Review document outlining default interest rates prepared by E&Y.

5/15/2002 I

[

Fees Comments 475.0 Conference Call with WOM Donnelly, Benz related to tax basis issues on spin.

95.0 Discussion with B. Lange related to bond covenants.

95.0 Call with Mike Donnelly regarding no cash mortgage option and impact on collateral.

142.5 Analyze no cash to mortgage holders option and impact on collateral coverage.

190.0 Review amended maturity schedule with M. Donnelly.

285.0 Analyze tax implication of spin with WOM and G. Benz.

95.0 Review market spread and weekly update from BofA See.

95.0 Debriefon meeting with Rothschild and discuss cram up strategy.

142.5 Analyze collateral coverage post spin.

997.5 Discussions with Q. Carlson re: debt restructuring model and developing ofconsistent allocations ofrestructured securities under POR 475.0 Review amended covenant packages for debt securities.

142.5 Call with Mike Donnelly to discuss zero cash mortgage option.

142.5 Call with B. Lange regarding debt covenants.

95.0 Review amended maturity schedules for restructured debt.

237.5 Research credit ratings history on El Paso and Public Service New Hampshire.

190.0 Research disclosure does for El Paso and Public Service New Hampshire.

475.0 Review and provide comments on debt term and conditions and follow-up call with B.

Lange.

237.5 Analyze post petition interest memo provided byWOM.

475.0 Discussions with Q. Carlson re: restructuring plan 47.5 Call with B. Lange regarding bond covenants.

950.0 Meeting with Rothschild related to debt structure.

142.5 Review Cajun Electric disclosure documents section related ot treatment of mortgage bond holders.

47.5 Discussion with WOM regarding El Paso and Public Ser NH 95.0 Call with B. Lange to discuss treatment of fractional bondholders.

190.0 Analyze amended restructured debt schedules after adjustments to ISO and Generator 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 1-Aug-01 I-Aug-01 1-Aug-01 1.0 0.3 0.3 0.2 0.5 0.4 1.0 0.5 1.0 0.1 2.0 0.3 0.1 0.2 0.4

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Cede Description Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plani of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiationi and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate intNcgotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plani of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation aid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Rate Haurs 475 0.6 475 1.5 475 1.5 475 0.7 475 1.5 Professional Peko, J.

Peko, J.

Peko, J, Peko, 3.

Peko, J.

Peko, 3 Peko, 3.

Peko, J.

Date 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 2-Aug-01 3-Aug-01 3-Aug-01 3-Aug-01 3-Aug-01 6-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 7-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 8-Aug-01 shares.

8-Aug-01 475 0.2 95.0 Analyze creditor recovery analysis prepared by Rothschild.

8-Aug-01 475 0.5 237.5 Discuss ELAs and constraints on new money relative to cash distributions to creditors.

9-Aug-01 475 1.1 522.5 Review financial model related to creditor treatment and presentation prepared by Q.

Carlson.

9-Aug.01 475 1.8 855.0 Review anmend creditor treatment model and discuss with Q. Carlson.

9-Aug-01 475 0.3 142.5 Analyze POR financing issues.

9-Aug-01 475 0.6 285.0 Meeting with M. Donnelly related to creditor class allocations.

9-Aug-01 475 0.6 285.0 Meeting with Q Carlson regarding amended allocation ofeash and notes.

9-Aug-01 475 0.2 95.0 Discussion with M. Nachimson related to treatment of PC bond holders.

10-Aug-01 475 0.3 142.5 Review debt allocation financial model.

13-Aug-01 475 0.9 427.5 Meeting with M. Donnelly related to treatment ofISO PX, NOP resolution and debt strategy.

13-Aug-01 475 0.3 142.5 Discussions with Mike Donnelly regarding PC stipulation and debt strategy.

13-Aug-01 475 0.6 285.0 Discuss MTN interest rate model with Q. Carlson.

5/15/2002 Fees COIivlnents 285.0 Review El Paso disclosure document.

712.5 Discussion with M. Donnelly and Rothschild related to creditor class allocation.

332.5 Prepare and review agenda and strategy for creditor classification meeting.

712.5 Discussion with M. Donnelly and WGM regarding creditor claim classes and review of creditor committee position on current POR.

237.5 Review document outlining default interest rates prepared by E&Y.

332.5 Prepare and review agenda and strategy for creditor classification meeting.

475.0 Analyze amended debt covenant package from Orrick.

285.0 Review El Paso disclosure document.

522.5 Meeting with Kassissieh to discuss initial treatment of creditors.

142.5 Discussion with M. Donnelly regarding default interest rates on outstanding debt.

190.0 Analyze amended debt restructuring allocations and profile.

712.5 Research post petition interest treatment.

712.5 Research post petition interest treatment, 1,567.5 Prep and conference call with POE, WGM and Rothschild re: creditor classes and post petition interest issues.

95.0 Analyze collateral coverage on mortgage bonds with Orrick.

950.0 Research post petition interest issues.

237.5 Discussion with Rothschild regarding creditor classes.

190.0 Analyze current true mortgage coverage if no spin were executed and release or new issuance were executed.

237.5 Discuss research and collateral coverage issues with M. Donielly.

95.0 Discuss analysis ofcollateral coverage on mort bonds with M. Kassisieh.

237.5 Review fractional share - cash requirements.

142.5 Analyze amended financial model prepared by M. Kassisieh.

190.0 Review secured shareholder list.

95.0 Analyze POR financing issues.

1,425.0 Meeting with Rothschild and M. Donnelly regarding creditor treatment and creditor recovery analysis.

237.5 Review to do list with M. Donnelly resulting from conference call Mon. 8/6/01.

95.0 Analyze cash requirements for fractional amounts under the mortgage bond.

712.5 Discussions with Orrick, WOM and M. Donnelly regarding all cash strategy for creditors.

380.0 Update PC model and analyze PV savings vs. taxable new issue.

95.0 Discussion with Orriek regarding changes to creditor treatment.

237.5 Meeting with M. Donnelly - discuss research issues and cash requirements for fractional 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 0.5 0.7 1.0 0.6 1.1 0.3 0.4 0.4 1.5 1.5 3.3 0.2 2.0 0.5 0.4 0.5 0.2 0.5 0.3 0.4 0.2 3.0 0.5 0.2 1.5 0.8 0.2 0.5

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participafe in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan ofReorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Professional Date Rate Hours Fees Comments a Peko, J.

Peko, J.

Peko,.

Peko, J.

13-Aug-01 13-Aug-01 14-Aug-01 14-Aug-0 I 14-Aug-0C 14-Aug.01 14-Aug-Ol 14-Aug-01 15-Aug-01 15-Aug-0C 15-Aug-01 15-Aug-0C 15-Aug-01 15-Aug-0C 15-Aug-01 15-Aug-0C 16-Aug-0C 16-Aug-0C 16-Aug-0 I 16-Aug-0C 16-Aug-01 17-Aug-01 17-Aug-01 17-Aug-01 17-Aug-0C 17-Aug-01 17-Aug-01 18-Aug-0C 18-Aug-0C 18-Aug-0l 19-Aug-01 19-Aug-01 19-Aug-01 20-Aug-01 20-Aug-0 I 20-Aug-0C 20-Aug-0 I 20-Aug-0C 21-Aug-01 21-Aug-01 21-Aug-01 21-Aug-01 21 -Aug-01 21-Aug-01 21-Aug-01 21-Aug-01 21-Aug-0C 21-Aug-01 22-Aug-0C 22-Aug-01 22-Aug-Cl Peko, J.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 0.6 0.4 0.2 0.2 1.0 0.8 0.9 2.0 0.5 0.4 0.8 1.0 2.5 0.3 0.4 1.0 1.2 0.2 0.3 0.5 2.4 0.3 0.3 0.3 0.2 0.2 1.5 1.4 0.3 0.2 0.3 0.4 1.2 1.0 0.2 0.2 0.4 0.6 0.2 2.5 0.5 0.2 0.3 0.3 1.2 1.9 0.3 0.2 2.8 0.4 0.2 285.0 Analyze financial model quantifying PC bond savings prepared by Ken Lee.

190.0 Analyze Finova deal with M. Donnelly.

95.0 Discussion with M. Donnelly regarding valuations.

95.0 Analyze allocation model amendment prepared by Carlson.

475.0 Analyze interest rate coverage and model prepared by Carlson.

380.0 Meeting M. Donnelly and Rothschild related to creditor allocations.

427.5 Research Finova creditor treatment - following confirmation.

950.0 Creditor classification meeting.

237.5 Draft initial risk issues.

190.0 Discuss structure of financial model for debt optimization strategy with Q Carlson.

380.0 Meeting with M. Donnelly regarding potential POR risk matters.

475.0 Meeting with M. Donnelly regarding allocation models.

1,187.5 Meeting with M. Donnelly regarding risk issues.

142.5 Analyze PC bond stipulation.

190.0 Analyze optimal debt structure.

475.0 Build and test PC collateral financial model.

570.0 Meeting with M. Donnelly regarding collateralizing PC LC bonds and confirmation of claim balances.

95.0 Call with R. Morrison related to PC bond collateral.

142.5 Analyze financial models, 237.5 Prepare and review showstoppers memo.

1,140.0 POR drafting meeting.

142.5 Analyze adjusted claims allocations.

142.5 Analyze credit capacity from Margaret Wetter.

142.5 Call with Q. Carlson regarding ELA scenarios and risk issues.

95.0 Call with M. Donnelly related to ELA scenarios.

95.0 Conference call with B. Lange to J. Plaster.

712.5 Analyze risk issues related to plan.

665.0 Prepare and review secondary risk issues.

142.5 Call with M. Donnelly regarding claims' allocations and post petition interest.

95.0 Review rates in NEG credit agreement, cash note combos in e-mail from M. Donnelly.

142.5 Amend critical risk issues.

190,0 Phone call with M. Donnelly regarding risk issues and claim allocations.

570.0 Analyze allocation model for maximum cash.

475.0 Meeting with B. Shaw regarding interest payment calculations.

95.0 Meeting with Arthur Anderson regarding collateral values.

95.0 Sent out DS review notice.

190.0 Analyze interest calculations prepared by Ken Lee.

285.0 Meeting with Ken Lee regarding interest rate calculations.

95.0 Conversations and e-mail with Orrick regarding terms and conditions of bonds.

1,187.5 Review disclosure statement.

237.5 Review POR 95.0 Discussion with Kathy Tappero regarding payment ofprincipal on mortgage bonds.

142.5 Discussion with Rothschild related to allocations and interest calculations.

142.5 Discussion with Rothschild regarding creditor treatment for DS.

570.0 Conference call related to capital market issues.

902.5 Review amended disclosure statement.

142.5 Analyze amended interest payment schedule.

95.0 Call with L. Barnes regarding allocations.

1,330.0 Meeting to review amended disclosure statement and follow-up comments with B. Lange.

190.0 Meeting with K. Tappero to discuss default interest rates, 95.0 Discussion with Q. Carlson regarding capital structure.

5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation and Formulation ofPlan ofReorganizationi Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlani of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation mid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate ii Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan ofReorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization 5/15/2002 Professlonal Peko, J.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, J, Peko, 3 Peko, J.

Peko, 3 Peko, J.

Peko, J.

Date 22-Aug-01 22-Aug-0 I 22-Aug-01 22-Aug-01 22-Aug-01 23-Aug-0l 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-0 I 24-Aug-01 24-Aug-01 24-Aug-01 24-Aug-01 26-Aug-01 27-Aug-01 27-Aug-01 27-Aug-0 I 27-Aug-01 28-Aug-01 28-Aug-01 28-Aug-01 28-Aug-01 28-Aug-01 28-Aug-01 29-Aug-01 29-Aug-01 29-Aug-0 I 29-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 30-Aug-01 31-Aug-01 3 1-Aug-01 3 1-Aug-01 4-Sep-01 4-Sep-0C 4-Sep-0 I 4-Sep-01 4-Sep-01 5-Sep-01 5-Sep-01 5-Sep-0 1 5-Sep-0 1 Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 flours 0.2 0.3 0.4 1.2 0.8 0.8 0.3 0.2 0,2 0.7 0.1 0.6 0.1 0.3 1.2 0.4 1.0 0.3 0.5 0.4 0.5 0.6 0.1 0.6 3.1 0.5 0.1 0.3 0.1 0.1 0,7 0.3 0.2 1.0 0.3 0.5 0.2 1.9 1.0 0.8 0.4 0.4 2.1 0.1 1.9 0.3 03 0.1 0.2 0.3 Fees Comments 95.0 Discussions with Anderson regarding debt allocation.

142.5 Discussions with M. Nachimson related to POR.

190.0 Review cash distribution and allocation model.

570.0 Claims allocation analysis with Q Carlson.

380.0 Meeting with L. Barnes regarding creditor treatment.

380.0 Discussions with Orrick, Lehman WGM regarding new opco structure.

142.5 Review interest calculations on FRN and bank revolver.

95.0 Discussion with K. Lee regarding CP maturities and rates.

95.0 Analyze mortgage premium treatment under Code prepared by WGM.

332.5 Analyze mortgage prepayments and minimum interest rate requirements.

47.5 Review Fed Judg rates.

285.0 Discussions with K. Tappero regarding call premiums, interest rates and avg cost of debt under new debt structure.

47.5 Conversation with K. Lee regarding FRN interest.

142.5 Discussion with K. Tappero on restrueturing model.

570.0 Discussions with Q Carlson regarding pre/post petition interest.

190.0 Model call premium liabilities.

475.0 Post and pre-petition interest treatment modeling.

142.5 Analyze interest rate calculation methodology.

237.5 Review interest rate calculations pre/post.

190.0 Discussions with K. Tappero regarding weighted cost ofdebt for newcos.

237.5 Interest rate discussion with Rothschild.

285.0 Analyze cost ofdebt for each newco.

47.5 Discussion with K. Tappero regarding newco interest rates.

285.0 Meeting with L. Barnes regarding critical open items arid go forward strategy.

1,472.5 Analyze amended disclosure statement.

237.5 Discussions with Orrick related to debt allocations.

47.5 Discussion with Orrick regarding disclosure statement.

142.5 Discussion with K. Tappero/K. Lee regarding pre-petition payments to CP holders.

47.5 Call with 0. Benz regarding tax issues.

47.5 Call with L. Barnes regarding tax issues.

332.5 Creditor consideration meeting.

142.5 Update M. Donnelly on POR matters.

95.0 Post petition interest with calculation with B. Shaw.

475.0 Adjust PC savings model.

142.5 Compare post petition interest calculations with Rothschild.

237.5 Discussion with Orrick and Lehman regarding POR matters.

95.0 Discussion with Rothschild re: interest rateq.

902.5 Discussion ofopen items for POR with M. Donnelly.

475.0 Cover open items and potential amendment to creditor treatment.

380.0 Conf Call with Rothschild and finance team related to creditor allocations, maturities and interest payment treatment.

190.0 Discussions with Rothschild related to creditor treatment.

190.0 Meeting with M. Donnelly to discuss POR comments and allocation methodology for 997.5 All hands meeting to discuss claims treatment in preparation for ratings meeting.

47.5 Call with Lehman re: terms and conditions ofbonds.

902.5 Review amended disclosure statement.

142.5 Review amended allocation model.

142.5 Analyze DS issues with Q. Carlson 47.5 Discuss LC treatment with Nachimson.

95.0 Review of QF status report.

142.5 Research officer certificate stipulation.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization 5/15/2002 P

Professional Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3 Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Date 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 5-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-0 I 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 6-Sep-01 7-Sep-01 7-Sep-01 7-Sep.01 7-Sep-01 7-Sep-01 7-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 10-Sep-01 I1-Sep-01 Il-Sep-01 12-Sep-01 12-Sep-01 12-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 13-Sep-01 14-Sep-01 14-Sep-01 14-Sep-01 14-Sep-01 14-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 17-Sep-01 Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 Hours 0.3 0.5 0.5 1.0 0.3 4.0 0.3 0.4 0.5 0.2 0.5 0.5 0.7 0.2 0.2 0.2 0.2 0.3 3.1 0.3 0.2 0.3 1.0 0.7 0.4 0.2 0.2 0.1 0.1 0.3 0.2 1.9 0.5 0.9 3.6 0.2 0.2 0.4 0.5 0.6 0.9 0.2 2.0 4.5 0.5 0.5 1.2 0.4 0.3 02 0.2 Fees Comments 142.5 Meeting with K. Lee to discuss interest calculations.

237.5 Discuss DS issue with M. Nachimson.

237.5 Preparation for DS meeting.

475.0 Analyze assignment agreement.

142.5 Review application ofjudgment rates.

1,900.0 Meeting to review DS 142.5 Review treatment of PC with K. Tappero.

190.0 Analyze debt capacity with Q. Carlson.

237.5 Meeting with Lehman to review amended terms and conditions of bonds.

95.0 Analyze PC LC bank group and commitments.

237.5 Review amended terms and conditions oflbonds.

237.5 Review/research stipulation points 13, 14 and signoff for B. Molloy.

332.5 Conference call with Lehman and Rothschild to review claim amounts and treatment.

95.0 Discuss monthly officers certificate sign off for stipulation with Nachimson.

95.0 Discuss PC LC treatment with K. Tappero.

95.0 Discuss terms and conditions ofdebt with Orrick.

95.0 Discussion of assignment with Q. Carlson.

142.5 Prepare and send comments on sub debt to Orrick 1,472.5 Conference Call - WGM POE re: claim allocations and PC treatment.

142.5 Discuss claims amounts for DS with K. Tappero.

95.0 Send claim amounts to J. Tabor.

142.5 Discussion with Q. Carlson re: pre-petition claims.

475.0 Review fee application.

332.5 Meeting to analyze creditor treatment and PC bond allocations.

190.0 Analyze amended debt allocations and PC bond treatment.

95.0 Discuss PC bond treatment with M. Nachimson.

95.0 Discuss MBIA treatment with K. Tappero.

47.5 Discuss bond terms with Orrick.

47.5 Call with WOM regarding mortgage bonds in treasury.

142.5 Review and respond to e-mail related to creditor treatment in POR 95.0 Analyze pre-petition interest claims.

902.5 Review DS and pOR 237.5 Prepare for DS review meeting.

427.5 All hands PC bond treatment meeting.

1,710.0 Meeting to analyze review amended DS.

95.0 Discussion with K. Tappero re: assumed liabilities.

95.0 Discussion with M. Nachimson regarding PC bond treatment.

190.0 Meeting with Rothschild re: pre-petition interest.

237.5 Discussion with M. Nachimson and M. Donnelly re: PC treatment.

285.0 Fee app preparation.

427.5 Analyze amended disclosure statement.

95.0 Discussion with Orrick re: formation and capitalization of company.

950.0 Meeting with M. Donnelly re: psot petition interest and negotiating strategy for PC LC bonds.

2,137.5 Meeting to review DS.

237.5 Review and provide comments on assumptions to financials for DS.

237.5 Discussions with M. Donnelly re: interest rates and PC bond treatment.

570.0 Analyze and adjust claims and allocations based on revised numbers.

190.0 Analyze Rothschild pre/post petition interest rate calculations.

142.5 Discussions with K. Tappero / Q. Carlson re: preferred stock treatment.

95.0 Discussion with M. Nachimson re: PC bond treatment.

95.0 Discussions with M. Donnelly re: PC contingent claims.

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Professional Peko, J.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Peko, 3.

Peko, J.

Date 17-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep.01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 18-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 19-Sep-01 20-Sep-01 20-Sep-01 26-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 28-Sep-01 12-Oct-01 12-Oct-01 12-Oct-01 15-Oct-01 15-Oct-01 15-Oct-01 15-Oct-01 16-Oct-01 16-Oct-0 I 16-Oct-01 18-Oct-01 18-Oct-01 19-Oct-01 19-Oct-0 I 19-Oct-01 19-Oct-01 19-Oct-01 20-Oct-01 21-Oct-01 Rate 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 475 flours 2.2 0.2 1.2 0.6 0.4 0.7 0.2 0.2 0.2 0.2 0.2 0.1 0.1 0.3 0.2 0.1 0.2 0.2 0.1 0.2 2.9 0.2 0.4 0.5 1.2 0.1 0.2 0.2 0.2 0.3 0.3 0.6 0.3 0.1 0.2 0.3 0.3 0.3 0.2 0.3 3.2 0.2 02 0.8 0.2 0.1 1.1 0.1 0.1 0.1 2.2 0.3 Fees Comments 1,045.0 Review amended Disclosure Statement 95.0 Conference call with Orrick to determine what bond termLs to include in POR.

570.0 Analyze and respond to Rothschild questions re: debt allocations.

285.0 Analyze amended terms and conditions for debt instruments.

190.0 Conference call with Rothschild re: debt allocations and interest calculations.

332.5 Analyze allocations and debt distributions.

95.0 Analyze debt trading language.

95.0 Discussions with Orrick re: debt terms and conditions.

95.0 Provide comments on debt terms and conditions to Orrick via e-mail.

95.0 Call with Orrick and M. Donnelly re: zero coupon option on sub debt.

95.0 Call with M. Donnelly re: terms ofbonds.

47.5 Call with M. Donnelly re: negative lien language.

47.5 Call with Orrick re: negative lien language.

142.5 Call with Orrick and WOM re: prior bonds.

95.0 Call with Orrick re: maturity distributions.

47.5 Call with M. Donnelly re: convenience class breakdown.

95.0 Call with M. Donnelly re: maturity allocations.

95.0 Discussion with J. Thomas re: convenience class claims.

47.5 Call with WGM/POE re: quids/convenience class.

95.0 Call with M. Donnelly re: convenience claims / quids impact.

1,377.5 Review/analyze amended Disclosure Statement 95.0 Call with WGM to discuss treatment ofprior bonds.

190.0 Call with Orrick to provide comments on amended Dis Statement 237.5 Call with PO&E re: interim interest on LC backed PC bonds.

570.0 Conference call re: POR 47.5 Analyze bank LC and breakeven rates.

95.0 Call with K. Lee regarding interest rate assumptions.

95.0 Call with B. Shaw re: issues related to POR 95.0 Analyze interest rates for senior notes.

142.5 Review debt allocation 142.5 Review July billing detail.

285.0 Conference call with M. Donnelly to review issues from analysts, creditors, etc.

142.5 Discussion with Q Carlson re: 100% cash for interest and corresponding debt issues.

47.5 Teleconference with M. Nachimson re workplan 95.0 Conference call with Mike Donnelly 142.5 Call with Mike Donnelly to discuss POR summary 142.5 Call with M. Donnelly re: project management 142.5 Review POR work plan and goals for finance team 95.0 Prepare for finance team meeting 142.5 Call with M. Donnelly re: financing team meeting 1,520.0 Financing meeting to clarify schedule and key issues 95.0 Discussion with M. Donnelly related to key issues for financing team meeting 95.0 10/9 signoffon monthly officers certificate 380.0 Prepare time and responsibility schedule 95.0 Call with Orrick re: open issues 47.5 Call with M. Donnelly re: issues 522.5 Review draft & incorporate changes from WOM, HR and Lehman on outstanding issues 47.5 Call with Howard Rice re: issues 47.5 Call to WOM re: issues 47.5 Call from Lehman re: issues 1,045.0 Prepare and review issues 142.5 Finalize issue and responsibility timetable 5/15/2002

ERNST & YOUNG CORPORATE FINANCE LLC Time Detail by PCD Code, July 1st, 2001 through March 31st, 2002 Exhibit D PCD Code Description Participate in Negotiation arid Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation ofPlan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Participate in Negotiation and Formulation of Plan of Reorganization Peko, J.