Text

Fifth Interim Application of FTI Consulting Inc. for Allowance & Payment of Compensation & Reimbursement of Expenses August 1, 2002 Through November 30, 2002
	ML030230748
Person / Time
Site:	Diablo Canyon
Issue date:	01/14/2003
From:	Lumsden T; FTI Consulting, Official Committee of Unsecured Creditors
To:	; Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California
References
	SF 01-30923 DM
	Download: ML030230748 (111)
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7v33 Thomas E. Lumsden FTI Consulting Inc.

199 Fremont Street San Francisco, CA 94105 Telephone:

(415) 498-5000 Facsimile:

(415) 498-6699 Accountants and Financial Advisors for Official Committee of Unsecured Creditors 1

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10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION Inre PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, Debtor.

Case No. SF 01-30923 DM Chapter 11 FIFTH INTERIM APPLICATION OF FTI CONSULTING INC. FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES (AUGUST 1, 2002 THROUGH NOVEMBER 30,2002); DECLARATION OF THOMAS E.

LUMSDEN IN SUPPORT THEREOF Hearing:

Date: February 28, 2003 Time: 11:00 PM Place: 235 Pine Street, 2 2nd Floor San Francisco, CA

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1 TO THE HONORABLE DENNIS MIONTALI, UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE, THE DEBTOR, AND OTHER PARTIES IN INTEREST:

As previously disclosed to this Court through the Eighth Supplemental Declaration of Mr. Thomas E. Lumsden and FTI's retention pleadings, on August 30,2002 (the "Closing Date"), the Business Recovery Services practice (the "BRS Practice") of PricewaterhouseCoopers LLP ("PwC") was transferred to FTI Consulting, Inc. ("FTI"). This transfer included the business, receivables and employees comprising the BRS Practice of PwC.

Effective upon the Closing Date, Mr. Lumsden, as well as all of the BRS Practice professionals working on behalf of the Committee in this matter became employees of FTI.

As disclosed in FTI's retention pleadings filed on September 27; 2002 and approved by the Court on October 31, 2002, nunc pro tunc to September 1, 2002, FfI, as successor to the BRS Practice, will be responsible for filing appropriate fee applications regarding previously unbilled services provided by PricewaterhouseCoopers LLP ("PwC") prior to the Closing Date.

Further, FrI will be entitled to all payments to be made by the Debtors after the Closing Date for any outstanding receivables related to BRS services. It is anticipated that FTI would assume the responsibility for filing a single, final fee application for pre-Closing Date BRS services and post-Closing Date FTI services at the conclusion of these proceedings. As such, as outlined above, FTI respectively submits this Fifth Interim Fee Application for services rendered by PwC from August 1, 2002 through August 31, 2002 and by FfI for the period from September 1, 2002 through November 30, 2002 to the Official Committee of Unsecured Creditors (the "Committee").

I.

INTRODUCTION This is the fifth long-form interim application filed by FfI for approval of compensation and reimbursement of related expenses for services rendered on behalf of the Committee during PG&E's chapter 11 case. F11 submits this Fifth Interim Application in accordance with

1 Bankruptcy Code sections 330 and 331, Rule 2016 of the Federal Rules of Bankruptcy Procedur 2

(the "Bankruptcy Rules"), the Office of the United States Trustee for the Northern District of 3

California Guidelines (the "UST Guidelines"), and the United States Bankruptcy Court Northerr District of California Guidelines for Compensation and Expense Reimbursement of Professional 5

and Trustee ("Court Guidelines"). Through this Fifth Interim Application, FTI seeks (i) interim 6

approval and allowance of $737,128 in fees accrued and $19,594 in expenses incurred for 7

services rendered by PwC and FT1 on behalf of the Committee during the period August 1, 2002 8

through and including November 30, 2002.

9 During the Fifth Application Period, FTI/PwC professionals spent a total of 10 1,789.4 hours4.62963e-5 days 0.00111 hours 6.613757e-6 weeks 1.522e-6 months rendering services to the Committee in connection with the PG&E 11 bankruptcy case at a blended hourly rate of $412. FTIIPwC also incurred $19,594 in 12 costs and expenses in connection with those services, for which FTI is requesting 13 reimbursement. Accordingly, FT1 seeks allowance and payment of a total of $756,722 14 for services rendered and reimbursement of costs and expenses incurred during the Fifth 15 Application Period. To date, PG&E has made payments for fees in the amount of 16

$621,849 and expenses in the amount of $19,594 on account of the Monthly Cover Sheet 17 Applications for the period of August 1, 2002 through November 30, 2002. The services 18 and costs for the Fifth Application Period are described below and are detailed in the 19 exhibits filed concurrently herewith.

These amounts reflect an increase from the cover 20 sheet applications of $5,542 primarily for errors in the billing rates of two Directors in the 21 September Cover Letter Application.

22 23 24

SUMMARY

OF DEVELOPMENTS IN THE CASE 25 26 On April 6, 2001 (the "Petition Date"), Pacific Gas and Electric Company (the 27 "Debtors") filed voluntary petitions for reorganization under Chapter 11 of title 11 of the United 28 States Bankruptcy Code ("Bankruptcy Code"). The Debtors continue. to operate their business 3

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9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and manage-their properties as debtors-in-possession pursuant to Sections; 1107(a) and 1108 o "the BankruptcyCode.

On July 2, 2001 this Court entered an order authorizing, nunc pro tunc, employment o:

PwC as of April 11, 2001, as Accountants and Financial Advisors for the Committee.

Or October 31, 2002, an order (the "Retention Order") was entered to extend this employment tc FIH as successor to the PwC BRS Practice, nunc pro tunc to September 1, 2002, The Retention Order authorized the retention of FTI to render to the Committee the following essential services, which include but are not limited to the following:

(a)

Assistance to the Committee in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (b)

Assistance with a review of the Debtor's short-term cash management practices; (c)

Advice and guidance to the Committee with respect to utility accounting and electric and gas utility operating elements, including elements of rate making, cost recovery and the financial impact of regulatory decisions; (d)

Assistance and advice to the Committee with respect to the value of the Debtor's operating assets and make recommendations regarding the highest and best use, operation, and ultimate disposition of such assets;

.(e)

Assistance in the review of financial information distributed by the Debtor to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; 4

1 (f)

Attendance at meetings and assistancein discussions with the Debtor, 2

regulators, State agencies, mortgage holders and other secured lenders in this chapter 11 case, tl 3

U.S. Trustee, other parties in interest and professionals hired by the same, as requested; 4

(g)

Assistance in the review and/or preparation of information and analysis 5

necessary for the confirmation of a Plan of Reorganization in this chapter) I case; 6

(h)

Assistance to the Committee and its counsel in the preparation and 7

evaluation of potential litigation; 8

(i)

Assistance in the discharge of the Committee's duties and functions in thi 9

case, including, but not limited to, compilation of material required for court testimony; and 10 (j)

Render such other general business consulting or such other assistance as 11 the Committee or its counsel may deem necessary that are not duplicative of services provided 12 by other professionals in this proceeding.

13 14 As mentioned above, FTI filed retention papers with the court on 15 September 27, 2002 to extend employment as accountants and financial advisors to the 16 Committee to FTI. FTI incorporates by reference the overview of case activity presented 17 in Sections II and III of the Fifth Interim Application of Milbank Tweed Hadley &

18 McCloy LLP for Allowance and Payment of Compensation and Reimbursement of 19 Expenses. The Debtor continues to operate its business, and cash flow appears to be 20 neutral pending regulatory decisions by the California Public Utilities Commission. Two 21 competing plans have been filed in the case and confirmation hearings are still 22 proceeding in the matter.

23 24 U.

25

SUMMARY

OF FT'S EXPERIENCE 26 27 FTI, as successor to the BRS practice of PwC, has extensive experience in financial 28 5

1 reorganizations, and bankruptcy consulting services. Our professionals have provided services 2-to a wide, variety of industries, and as a result, FTI has accumulated a wealth of knowledge 3

concerning the intricacies in these matters.

4 In bankruptcy restructurings, the FrI has accumulated over a quarter of a century of 5

experience serving Debtors, Creditors, and Trustees in bankruptcy matters.

6 FTI has assisted numerous Debtor and Debtor-In-Possession entities involving, Successful 7

development of reorganization plans, numerous valuation projects, sales of assets in Chapter 11, 8

extensive tax consulting, and other services related to reorganization.

9 lII.

10

SUMMARY

OF SERVICES RENDERED BY YrIIPWC 11 12 During the Fifth Application Period, FTI/PwC represented and advised the Committee 13 with respect to a wide range of issues and challenges. Due to the comprehensive nature of the 14 services rendered by FTI/PwC during the Fifth Application Period, no attempt is made herein to 15 detail the totality of such services. The full scope of the services rendered by FTI/PwC is set 16 forth in detail in the billing reports filed concurrently herewith under captions entitled "Detail 17 Reporting by Task Code Exhibit for the Period August 1, 2002 to November 30, 2002" (the 18 "Billing Reports"). However, in order to assist the Court, the United States Trustee, PG&E and 19 other parties in interest in reviewing this Fifth Interim Application, a brief summary of FTrs 20 billing procedures and the services rendered by FTI/PwC during the Fifth Application Period 21 with regard to each activity code category, including certain undertakings within each category, 22 is set forth below.

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A A. f 1iT'k Tillin, Procedures.

1 AMI j

2 It is FTI's normal business practice to'charge its clients in full for services rendered and 3

all actual and necessary out-of-pocket costs and expenses incurred by FTI in providing those services.

5 6

In the ordinary course of its practice, FTI maintains records of time expended by 7

professionals in rendering services to its clients. Time records are made substantially 8

contemporaneously with the rendition of these professional services and are prepared by the 9

professionals who have rendered the services. In matters such as this, time records are kept in 6 10 minute (.1 hour1.157407e-5 days 2.777778e-4 hours 1.653439e-6 weeks 3.805e-7 months ) increments.

11 This case, which was one of the ten largest bankruptcy cases filed in the United States, 12 has involved significant interaction with outside agencies, including the Federal Energy 13 Regulatory Commission, the California Public Utility Commission ("CPUC"), the California 14 Energy Commission, the Department of Water & Power ("DWR"), the State Legislature, the 15 Governors Office, as well as taxing-authorities and other reporting agencies. The activity in this 16 case has been continuous and intense as the Debtor and Creditors have moved swiftly to grapple 17 with the innumerable issues of a regulated utility in bankruptcy, and parties have sought to 18 develop a consensual plan of reorganization structure. During the course of this case, we have 19 observed unprecedented action by all of the parties noted above to address the underpinnings of 20 the energy crisis in California. These have included the filing of two competing plans of 21 reorganization within one year of the case's commencement, proceedings by the legislature and 22 the CPUC to address hardship by the QF generators, proceedings by the Governor, Legislature 23 and FERC on price caps and refunds for energy, action by the Legislature and Energy 24 Commission to support development of power plants, proceedings with the CPUC over the DWR 25 power purchases, negotiations and legislative proceedings involving bailout measures for utilities 26 in California, issues involving the State Treasurers office, DWR, CPUC and the Governor over 27 bond financing for the DWR power purchases, interplay among the utilities in California, the 28 7

1

'CPUC and DWR concerning allocation of the costs of power and bond financing as it may affect 2

each utility, and agreement between the CPUC and Southern California Edison (SCE) on a means to repay SCE's past-due obligations. The issues at stake have been monumental with 4

PG&E's reported debt and claims exceeding $13 Billion, the range of revenue at stake for their 5

electricity jarocurement activities varies from $2.8 Billion to $3.7 Billion per year, the proposed 6

allocation of DWR power and bond finance costs varying from $2.0 Billion to over $2.2 Billion 7

per year, and QF pre-petition claims on executory contracts exceeding $1 Billion. During the 8

pendency of this case, we have observed electricity prices vary from hundreds of dollars per 9

Megawatt to power prices in the $15-30 range. We have seen natural gas prices vary by a factor 10 of 10x the historic price average. Reported purchases of power by the DWR have varied from 1,

over $100 million per day to under $12 million per day during this period. There have been 12 numerous legal challenges to actions of the Debtor, CPUC and the State of California in this 13 case, resulting in pending appeals and legal action on these matters.

14 The Committee organization structure has been unique for this case, with greater time 15 involvement by Committee members than in most any other case. The personal commitment of 16 Committee members to actively participate on a continuous basis has matched the activity level 17 in the case with over 11,500 filings listed in the Court docket through December 31, 2002. The 18 Committee has participated in an unprecedented number of meetings of the Committee, advisors, 19 the Debtor and the CPUC. The Committee, in order to address the monumental workload and 20 myriad of tasks at hand, created four distinct subcommittees: Financial, Legislative, Regulatory 21 and Plan. FTI assembled sub-teams of professionals to address the issues and work assignments 22 set forth by the Committee, subcommittees and working group. In the course of FTI's 23 representation of the Committee in this matter, it has been necessary and requested that more 24 than one or two professionals participate in meetings and conferences with the Committee 25 representatives, the CPUC or with the Debtor. This is not normally the case for FTI in such 26 matters and has been dictated by the size of the case, the complex nature of the matters being 27 discussed, the speed with which matters are being addressed in the case, and requirement to have 28I 8

1 various specialty skills represented and participating in certain key discussions. In many cases, 2

these have been high-level meetings or key discussions with the Debtor representatives or the

.3 CPUC and its advisors who are not able to make themselves available for repetitive follow-up 4

discussions. In many cases, the participation of multiple professionals by FTI has been dictated 5

by the specific specializations and backgrounds such as those of the following key professionals:

6 Michael Hamilton is PwC's senior Utility Specialist in Accounting and Regulatory 7

Matters. He has participated in each of the restructurings that have involved a utility for the Firm 8

over the past 25 years. He has unique knowledge of the regulatory and business environment 9

facing utilities. Mr. Hamilton has coordinated the Committee Work on plan structuring, 10 regulatory matters, cash flow projections and legislative matters.

11 12 Thomas Lumsden is one of FTrI's senior bankruptcy specialists, with specialization in 13 utilities and the California Market, having participated in development of the infrastructure for 14 the electricity deregulation in the State, and has operated and bought and sold electrical 15 generation facilities. Mr. Lumsden coordinated the Committee work on the financial modeling 16 and analysis of PG&E's operations and finances, the DWR power purchases and revenue 17 requirements, the tax issues involving the Plan structure, the retained generation filings with the 18 CPUC, the analysis of claims by class, analysis of the CPUC Plan, and development of 19 alternative plan structures..

20 M. Freddie Reiss is a senior bankruptcy specialist for FTI with expertise in serving 21 Committees and dealing with intercreditor matters. He has coordinated the Firm's negotiations in 22 the areas of employee retention issues, employment of Debtor professionals, ordinary course 23 motions, committee governance and plan negotiations with the Debtor and with the CPUC.

24 25 Rocky Ho is a Managing Director for FTI and has been responsible for coordinating. staff 26 assignments and projects for the FTI team, review of work product, and quality control, and has 27 specialized in review and coordination of all Committee response to Debtor motions and filings, 28 litigation matters and Committee consent on expenditures.

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1 Allison Young is a Director for FTI and has specialized in the. financial modeling, the 2

statewide grid modeling, the cash flow analysis, the assessment of Debtor projections, the 3

assessment 6f the CPUC's projections, alternative plan structures: and feasibility, tax analysis of 4

both plan proposals, and analysis of creditor claims by class.

Jennifer Kitchin is a Director for FTI and has specialized in the Rating Agency analysis 6

of PG&E, the DWR power purchases and contract data.

7 8

An analysis of meetings with multiple FTI professionals in attendance and an explanation of the 9

role and purpose of each professionals' participation is presented in Exhibit 4 to this Application.

10 B.

Summary Of Exhibits Regarding Services Rendered By FrIIPwC.

11 FTI has attached the following exhibits as support to its Application:

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1.

Attached to the Declaration of Thomas E. Lumsden ("Lumsden Declaration") is 14 Exhibit 1 - A summary schedule showing the professionals who performed the services, the 15 number of hours spent, the respective professional's billing rate, and the total fees for such 16 services; 17

2.

Exhibit 2 and Exhibit 2 Summary of Fees by Project Category and itemized 18 time records, in chronological order, of each specific service for which an award of 19 compensation is sought. The itemized record includes: (1) the date each service was rendered, 20

.(2) the professional(s) who performed the service, (3) a description of the services rendered, and 21 (4) the time spent performing the service in increments of tenths of an hour for the Fifth Interim 22 Application; 23

3.

Exhibit 3 - Expense Summary and Expense Detail reports by individual and 24 itemized total expenses for which reimbursement is sought. All expenses for which 25 reimbursements are sought are disclosed in detail by individual. It should be noted that any 26 airfare charges were incurred as a result of travel in coach class. FTI has not requested 27 reimbursement for certain out-of-pocket expenses when it would not be possible to assemble the 28 billing details for reimbursement under the Guidelines. These unbilled out-of-pocket expenses 10

1 typically include telephone charges for calls placed in its offices, postage costs including Federa S2 Express charges and copying and facsimile charges incurred at the Applicant's offices in 3

connection with these cases. These unbilled out-of-pocket expenses are real costs that have beei 4

incurred by F1I and have benefited the Estate; and 5

4.

Exhibit 4 -

Summary of Meetings that more than two FTI/PwC 6

professionals attended. The summary highlights the relative importance of each team 7

member and the purpose of their involvement at the meetings.

8 9

NARRATIVE

SUMMARY

OF SERVICES PROVIDED BY FTIWPWC.

10 FTI has submitted detailed listings of time incurred by professional by task for the 11 monthly Cover Sheet Applications to the Debtor, Committee, the United States Trustee and the 12 Court for the period covered by this Fifth Interim Application. FTI has reclassified some of the detailed time into categories that more appropriately reflect the work performed.

13 14 Reclassification were made to harmonize the categorization among professionals.

15 16

1.

Asset Sales/Valuation Issues (Category 01).

17 During the Fifth Application Period, FTI/PwC professionals spent a total of 183.0 18 hours2.083333e-4 days 0.005 hours 2.97619e-5 weeks 6.849e-6 months rendering services in this category, for which FIT seeks compensation of $63,242. A 19 summary of the FTI/PwC professionals who rendered services in this category and the 20 corresponding amount of fees requested is included in Exhibit "2." The Billing Record for this 21 category, which sets forth a detailed description of the services rendered are filed concurrently 22 herewith.

23 24 Services rendered by FTI/PwC professionals in this category included:

25 a)

FTI/PwC updated its valuation of the proposed business units under the 26 PG&E Plan of Reorganization and of PG&E as an integrated utility under the CPUC Plan of 27 Reorganization.

28 11

I The purpose for the work performed was to enable the Committee to assess the 2

solvency of the Debtor, to assess the ability of the Debtor's assets, at market value, to provide 3

adequate coverage for the proposed debt to be issued under both plans of reorganization, and to 4

assess the approximate value of the Debtor's equity under the CPUC plan. The valuation of the 5

Debtors business segments involved analysis of each component of the Debtors operations, 6

adjusting for the different cost structure, resources, market pricing and regulatory environment in 7

California. This information has assisted the Committee in evaluating the debt capacity and 8

creditworthiness of each of the proposed new entities in the Debtor's Plan of Reorganization and 9

of the integrated utility under the CPUC/OCC Plan of Reorganization. In the process of 10 developing the comparable company data, which is referenced in valuations, FTI/PwC has also 1 i utilized the information to assess the viability of the Debtors financial projections for plan 12 purposes.

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2.

Bankruptcy Reporting (Category 02).

14 15 During the Fifth Application Period, FTI/PwC professionals spent a total of 152.3 16 hours1.851852e-4 days 0.00444 hours 2.645503e-5 weeks 6.088e-6 months rendering services in this category, for which FTI seeks compensation of $49,687. A 17 summary of the FTI/PwC professionals who rendered services in this category and the 18 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 19 category, which sets forth a detailed description of the services rendered is filed concurrently 20 herewith.

21 Services rendered by FTI/PwC professionals in this category included:

22 23 a)

FTI/PwC reviewed and analyzed various motions and pleadings of the 24 case, and provided comment to the committee on the financial impact of these items.

25 There have been innumerable motions filed in the case by the Debtor and other 26 parties which required review and assessment by FTI/PwC to assist counsel to the Committee in 27 determining the necessary response. These included motions on capital expenditures, asset sales, 28 12

1 and claim settlements, as well as document discovery requests. In many cases, the time 2

associated with those motions has been posted to a distinct task code, but in other more generic

3 cases, the time has been posted to the Bankruptcy Reporting task.

4

3.

Cash Flow Analysis (Category 03).

5 6

During the Fifth Application Period, FTI/PwC professionals spent a total of 109.3 7

hours rendering services in this category, for which FTI seeks compensation of $44,561. A 8

summary of the FTI/PwC professionals who rendered services in this category and the 9

corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 10 category, which sets forth a detailed description of the services rendered, is filed concurrently I I herewith.

12 Services rendered by FTI/PwC professionals in this category included:

13 14 a)

FTI/PwC updated its analysis of the Debtors' cash flow forecasts to 15 develop an understanding of the Debtor's liquidity position and its ability to generate sufficient 16 cash to fund the proposed Plans of Reorganization.

17 b)

FTI/PwC conducted interviews with members of management and their 18 advisors to understand the structure and underlying assumptions of capital expenditure 19 projections, including comparison of the capital expenditure budget to historical capital 20 expenditures.

21 c)

FTI/PwC analyzed the capital structure and cash flow needs of PG&E 22 Corporation, the Debtor's parent, to determine the impact a revised parent credit agreement 23 would have on parent cash flows and liquidity of the parent of PG&E Company under both Plans 24 of Reorganization.

FTI also assessed the ratings impact of the parent financial situation under 25 both Plans of Reorganization.

26 The process was critical to understanding the financial projections, both cash based and 27 operating, to evaluate the liquidity of the debtor, and its parent, to assess the Committee position 28 13

1 with respect to motions related to ordinary course expenditures, capital expenditures, paymeiii 2

to DWR, payments to ISO, the relationship and sensitivity of the cash flows. to changes in naturn 3

gas fuel prices, and the Debtor's ability to generate sufficient cash flows to fund either of th 4

proposed Plans of Reorganization.

5

4.

Claims Analysis (Category 04).

6 7

During the Fifth Application Period, FTI/PwC professionals spent a total of 49.7 8

hours rendering services in this category, for which FTI seeks compensation of $21,407. A 9

summary of the FTI/PwC professionals who rendered services in this category and the 10 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 11 category, which sets forth a detailed description of the services rendered is filed concurrently 12 herewith.

13 Services rendered by FTI/PwC professionals in this category included:

14 15 a)

FTII/PwC coordinated with the Debtor to summarize and reconcile those 16 claims filed against the company to validate the value of potential allowed claims that the Estate 17 is responsible for.

18 This work product has involved the review of claims filed by creditors totaling in 19 excess of $44 Billion; reconciling these amounts to those reported by the Debtor, and to 20 information supplied by institutional creditors and in public filings; and evaluating those claims 21 which are subject to estimation or adjustment through the ISO or PX, and those subject to CPUC 22 review. Work in this area has resulted in validation on behalf of the Committee of a large 23 segment of the claims in this case and evaluation of key claims including those for Financial 24 Creditors, QF's, Sempra, ISO/Generators, cities, counties and other claimants where settlements 25 have been proposed or discussed.

26 27 28 14

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2 During the Fifth Application Period, FTJ/PwC professionals spent a total of 1.1 hours1.157407e-5 days 2.777778e-4 hours 1.653439e-6 weeks 3.805e-7 months rendering services in this category, for which FTI seeks compensation of $502. A 4

summary of the FTI/PwC professionals who rendered services in this category and the 5

corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 6

category, which sets forth a detailed description of the services rendered is filed concurrently 7

herewith.

8 9

Services rendered by FTI/PwC professionals in this category included:

10 a)

FTI/PwC spent time coordinating meetings or the exchange of information I I with the debtor or its advisors. The time spent drafting data requests and preparing for these 12 meetings are recorded in this task category. Attendance in meetings with the Debtor is recorded 13 in the relevant task code.

14 This effort has resulted in a coordinated and smooth flow of information from the 15 16 Debtor to the Committee and has enabled the Committee to respond to requests of the Debtor 17 and the Court on a timely basis. FTI/PwC has also shared much of its analysis of various aspects 18 of the Debtors operations, including load and resource assessments, Plan financial projections, 19 regulatory issues, and DWR contract and revenue requirement estimations. This collaborative 20 effort has enhanced the efficiency of exchange of information and advanced activities in the 21 progress of the case.

22

6.

CPUC Review (Category 06).

23 24 During the Fifth Application period, FTI/PwC professionals spent a total of 116.3 25 hours2.893519e-4 days 0.00694 hours 4.133598e-5 weeks 9.5125e-6 months rendering services in this category, for which FTI seeks compensation of $51,872. A 26 summary of the FTI/PwC professionals who rendered services in this category and the 27 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 28 category, which sets forth a detailed description of the services rendered is filed concurrently 15

L riereWIuL.

2 Services rendered by FT//PwC professionals in this category included:

3 4

a.

FTI/PwC reviewed and monitored CPUC proceedings to determine the 5

potential financial impact the proceedings could have on the Debtor.

6

b.

FTI/PwC reviewed the Debtor's, SCE's, SDG&E's, DWR's and TURN's CPUC filings to determine the potential financial impact on the Debtor's 8

estate.

9 10

c.

FTI reviewed sections of the Public Utility Commission code and 11 regulations to assess Joint Plan compliance with and PG&E objections to 12 the Joint Plan.

13 The work in this area is critical to the determination of future cash flow and 14 funding of the Debtor to complete a plan of reorganization. As an integrated utility, the Debtor is 15 regulated by the CPUC for all aspects of its owned generation (nuclear and hydro assets), intra 16 state gas transmission and storage facilities, gas and electric procurement, and distribution of 17 electricity and gas to its wholesale and retail customers through its network of pipes and wires 18 throughout Northern California. The CPUC and PG&E have made filings and conducted 19 hearings on such regulatory topics as utility retained generation rate setting, general rate case, 20 DWR revenue requirement, net short procurement, and matters involving transition period 21 accounting during deregulation. PG&E has been actively engaged with the CPUC during this 22 period with the setting of the revenue requirements for its nuclear and hydro generation assets 23 and with the revenue requirement for the DWR power purchases and bond financing. FTI/PwC 24 has monitored the CPUC hearings, testimonies and developments closely, and has prepared 25 1minutes of key hearings and modeled the range of outcomes for the Committee. FTI/PwC has 26 also performed a thorough analysis of the CPUC's settlement with SCE for the recovery of its 27 past-due procurement related obligations and how this agreement compares with the Plan 28 16

1 proposed by the CPUC for PG&E Company. FfI also researched elements of the CPUC 2

regulation to assess compliance of the Joint Plan of Reorganization.

3

7.

CPUC/OCC Plan of Reorganization (Category 07).

4 5

During the Fifth Application period, FTI/PwC professionals spent a total of 218.8 6

hours rendering services in this category, for which FTI seeks compensation of $122,326. A 7

summary of the FTI/PwC professionals who rendered services in this category and the 8

corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 9

category, which sets forth a detailed description of the services rendered is filed concurrently 10 herewith.

11 Services rendered by FTI/PwC professionals in this category included:

12 13 a)

FTI/PwC reviewed and analyzed the CPUC's alternative plan projections 14

.and provided feedback to UBS and the CPUC on the reasonableness of the Plan projections, 15 including the proposed capital structure, capital expenditures, and creditor recovery analysis.

16 b)

FTI/PwC analyzed the projected financial ratios from the CPUC's 17 alternate plan and compared to S&P benchmark ratios for utility investment grade companies.

18 19 c)

FTI/PwC analyzed the Joint Plan projections prepared by UBS and 20 provided advice and comments to UBS and the Committee on the Joint Plan projections.

21 d)

FTI/PwC participated in meetings with credit rating agencies, including 22 Fitch, Moody's, and S&P, to present the financial aspects of the CPUC/OCC Plan of 23 Reorganization in support of investment grade ratings for proposed debt under the CPUC/OCC 24 Plan.

25 26 e)

FTI/PwC advised attorneys for the CPUC and the OCC in confirmation 27 hearings for the CPUC/OCC Plan, including preparing financial analyses (1) in support of the 28 CPUC/OCC plan, (2) in defense of PG&E objections to the CPUC/OCC Plan, and (3) in support 17

1 of UBS in its testimony and delivery of the UBS Highly Confident letter on financing of the 2

Joint Plan.

3 The work in this area enabled the Creditors Committee to provide meaningful feedback to the CPUC on alterations to their plan to improve plan feasibility, to assist UBS in developing the Joint Plan projections, and obtaining preliminary indications from ratings 6

agencies for the Joint Plan Securities. This work also enabled the CPUC to defend against objections to the plan filed by the Debtor and helped the CPUC/OCC plan receive preliminary 8

investment grade ratings from the agencies.

9 10

8.

DWR Contracts Analysis (Category 08).

11 During the Fifth Application Period, FTI/PwC professionals spent a total of 89.5 12 hours1.388889e-4 days 0.00333 hours 1.984127e-5 weeks 4.566e-6 months rendering services in this category, for which FTI seeks compensation of $31,213. A 13 summary of the FTI/PwC professionals who rendered services in this category and the 14 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 15 category, which sets forth a detailed description of the services rendered is filed concurrently 16 herewith.

17 18 Services rendered by FTI/PwC professionals in this category included:

.19 a)

FTI/PwC calculated the potential range of future payments that will be 20 required to be remitted to the DWR by the Debtor to pay for its purchased power, administrative 21 costs, arid debt service requirements.

22 23 b)

FTI/PwC evaluated how the revised DWR revenue requirement would 24 impact the projected financial statements of both Plans.

25 c)

FTIIPwC reviewed updates to the DWR Revenue Requirement and the 26 underlying Navigant model and settlements amending the underlying contracts.

27 28 18

Approximately 40% of the electricity that PG&E supplies to its customers has 2

been provided by the DWR through spot and contract purchases under the program initiated by 3

ABxl. Fri/PwC has monitored the power purchases supplied by DWR to PG&E, estimated the costs of that power, as well as future costs associated with contractual commitments and spot 5

purchases to meet PG&E's net short position, and developed estimates of those future costs.

6 This information has been compared with financial data supplied by consultants to the DWR and has also been shared with PG&E to assist in efforts to influence the structure of the allocation of 8

those costs among the utilities in California. FTI/PwC continued its review of the contracts that 9

have been completed by the DWR and updated our database model of those contracts for newly 10 obtained contracts and renegotiated contracts to enable the Committee and PG&E to estimate the 11 volume and cost of that power and its potential allocation to PG&E.

12

9.

Executory Contracts Analysis (Category 09).

13 14 During the Fifth Application Period, FrI/PwC professionals spent a total of 9 15 hours1.736111e-4 days 0.00417 hours 2.480159e-5 weeks 5.7075e-6 months rendering services in this category, for which FrI seeks compensation of $4,275. A 16 summary of the FTI/PwC professionals who rendered services in this category and the 17 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 18 category, which set forth a detailed description of the services rendered are filed concurrently 19 herewith.

20 Services rendered by FTI/PwC in this category included:

21 22 a)

FrI/PwC analyzed various Debtor motions to assume Qualified Facility 23

("QF') and other executory contracts.

24 b)

FTIIPwC analyzed various settlement scenarios to determine the impact 25 on the Debtor's projected cash position and cash flows.

26 27 This work involved review of proposed QF and other various settlement 28 19

1 agreements, and negotiations with the Debtor on structures for assumption and modification of 2

the~e executory contracts. The more than 300 QF generators supply approximately 1/3 of the 3

power PG&E delivers to its customers, and pre-petition claims approximated $1 Billion.

4 FTI/PwC's work in this area helped the Committee to understand the financial consequences of 5

the proposed settlements and whether to support or reject the Debtor's proposed settlement 6

agreements.

7

10.

Fee Application (Category 10).

8 9

During the Fifth Application Period, FTI/PwC professionals spent a total of 129.0 10 hours1.157407e-4 days 0.00278 hours 1.653439e-5 weeks 3.805e-6 months rendering services in this category, for which FTI seeks compensation of $30,175. A 11 summary of the FT-/PwC professionals who rendered services in this category and the 12 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 13 category, which sets forth a detailed description of the services rendered are filed concurrently 14 herewith.

15 Services rendered by FTI/PwC professionals in this category included:

16 17 a)

Time spent preparing FTI/PwC's Fourth Interim Fee Application and the 18 monthly Cover Sheet Applications for Allowance and Payment of Interim Compensation and 19 Reimbursement of Expenses in accordance with the requirements established by the United 20 States Bankruptcy Code, the Court and the U.S. Trustee. Time expended preparing this Fifth 21 Interim Application will be reported in the next interim fee statement.

22

11.

FERC (Category 11).

23 24 During the Fifth Application Period, FTI/PwC professionals spent a total of 12.2 25 hours2.893519e-4 days 0.00694 hours 4.133598e-5 weeks 9.5125e-6 months rendering services in this category, for which FTI seeks compensation of $6,329. A 26 summary of the FTI/PwC professionals who rendered services in this category and the 27 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 28 category, which sets forth a detailed description of the services rendered is filed concurrently 20

herewith.

2 Services rendered by FTI/PwC professionals in this category included:

3 4

a)

FTI/PwC monitored FERC proceedings to determine the potential 5

financial impact of regulatory proceedings on the Debtor's Estate, including possible changes in 6

rates, generator refunds, settlement of the California PX/Generator claims, and progress on the 7

Debtor's filings requesting FERC approval for various aspects of its Plan of Reorganization.

8 b)

FrI/PwC reported findings and analysis on FERC proceedings to the 9

Committee.

10 I I This analysis and monitoring, in concert with regulatory counsel for the 12 Committee, has been critical to assessment of potential refunds on claims that may be awarded to 13 PG&E, potentially reducing the pre-petition obligations, and analyzing the potential claim PG&E 14 will have from the settlement Generator claims against the now defunct California Power 15 Exchange. We have also advised the Committee with respect to the impact of FERC market price 16 caps and the impact of the retroactive application of those caps to the PX, ISO and DWR 17 purchases as they may affect the Debtor.

18

12.

Financial Statement Modeling (Category 12).

19 20 During the Fifth Application Period, FTI/PwC professionals spent a total of 170.3 21 hours2.430556e-4 days 0.00583 hours 3.472222e-5 weeks 7.9905e-6 months rendering services in this category, for which F'I seeks compensation of $61,775. A 22 summary of the FTI/PwC professionals who rendered services in this category and the 23 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 24 category, which sets forth a detailed description of the services rendered is filed concurrently 25 herewith.

26 Services rendered by FTI/PwC professionals listed in this category included:

27 28 a)

FTI/PwC continued to refine its integrated financial statement model to 21

I support various alternative plans under consideration by the committee. This integrated model 2

enabled the committee to create financial projections to support the joint CPUC/OCC plan of 3

reorganization that has been filed with the court.

b)

FTFI/PwC created a model to analyze the new financial projections of the PG&E Plan of Reorganization as filed with the court in November 2002.

6 7

FTTIPwC's financial modeling effort has enabled the Committee to assess the 8

feasibility of the Debtor's and the CPUC's proposed plans of reorganization and to model various alternative plan scenarios. This model proved integral in calculating the cash flows of 10 multiple alternative plans and assessing the feasibility of various capital structures. The joint 11 CPUC/OCC plan before the court is supported by the financial projections generated from 12 FTI/PwC's financial modeling efforts.

13

13.

Financial Statements (Category 13).

14 15 During the Fifth Application Period, FTIIPwC professionals spent a total of 31.6 16 hours1.851852e-4 days 0.00444 hours 2.645503e-5 weeks 6.088e-6 months rendering services in this category, for which FTI seeks compensation of $9,852. A 17 summary of the FrI/PwC professionals who rendered services in this category and the 18 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 19 category, which sets forth a detailed description of the services rendered is filed concurrently 20 herewith.

21 Services rendered by FTI/PwC professionals in this category included:

22 23 a)

Frl/PwC reviewed the Debtor's historical financial statements, including 24 SEC, FERC and bankruptcy filings.

25 b)

FFI/PwC used its research of the Debtor's historical performance in 26 performing various financial analyses on the Debtor's financial condition and ability to 27 reorganize, including assessment of changes in the parent financial condition.

28 22

As a regulated utility, the Debtor's financial statement filings include submission 2

to the SEC, FERC, and the CPUC that outline the accounting for GAAP (generally accepted 3

accounting principals) presentation and regulatory accounting purposes. These financial 4

statements present voluminous information on the historical performance and financial health of 5

the Debtor. FTI/PwC reviewed certain public filings to verify financial projections in the plan 6

of reorganization and to summarize the financial performance of the utility post-petition for the 7

creditors committee.

8

14.

General Committee Matters (Category 14).

9 S10 During the Fifth Application Period, FTI/PwC professionals spent a total of 56.4 11 hours1.273148e-4 days 0.00306 hours 1.818783e-5 weeks 4.1855e-6 months rendering services in this category, for which FHI seeks compensation of $29,526. A 12 summary of the FTI/PwC professionals who rendered services in this category and the 13 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 14 category, which sets forth a detailed description of the services rendered is filed concurrently 15 herewith.

16 Services rendered by FTI/PwC professionals listed in this category included:

17 18 a)

FTI/PwC prepared for and attended numerous meetings and conference 19 calls including the full Committee on various issues, including general case administration, 20 financial issues, regulatory issues, litigation issues, Plan issues and confitmation hearing matters.

21 b)

FTI/PwC personnel prepared for and participated in various formal and 22 informal conference calls between Committee members, Committee working group members, 23 Committee advisors and PG&E regarding the financial impact of various motions brought by 24 PG&E, the Debtor's and the CPUC/OCC's proposed plans of reorganization, confirmation 25 hearings, and other issues surrounding the Debtor's estate.

26 27 c)

FTI/PwC prepared numerous presentations for distribution to the 28 Committee regarding a the financial impact of various matters affecting the Debtor's Estate, and 23

1 aad ib;*,

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As has been mentioned earlier, the Committee has participated in a significant 3

number of meetings and conferences to address the volume of issues facing the Debtor and to accelerate the process of reorganization of this Debtor. FTI/PwC has structured its team into 5

subgroups with partners and staff splitting responsibility for various areas. This category 6

captures the time spent associated with the myriad of meetings and conferences that FTI/PwC 7

has participated in which do not address any one particular task code topic. FTI/PwC has 8

attempted to minimize the participation of more than one or two professionals in these meetings and conferences, but in many cases, the variety and complexity of the issues addressed, the speed 10 with which activities in the case have progressed, and the particular specialties of the FTI/PwC 1 I professionals involved have dictated the need to have more than one or two professionals in 12 attendance. For meetings where more than two FI1/PwC professionals were present, Exhibit 4 13 summarizes the role of each team member and the purpose of their involvement at the meeting.

14 15

15.

Legislative Review (Category 15).

16 During the Fifth Application Period, FTT/PwC professionals spent a total of 13.8 17 hours1.967593e-4 days 0.00472 hours 2.810847e-5 weeks 6.4685e-6 months rendering services in this category, for which FTI seeks compensation of $6,086. A 18 summary of the FTI/PwC professionals who rendered services in this category and the 19 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 20 category, which sets forth a detailed description of the services rendered is filed concurrently 21 herewith.

22 23 Services rendered by FTI/PwC professionals listed in this category included:

24 a)

FTI/PwC performed a general review and analysis of financial 25 implications of potential and passed legislation affecting the Debtor's estate.

26 27 This utility bankruptcy has involved not just the interplay of the Debtor, creditors 28 and regulators, but has also drawn in the legislative element as the governor and state legislators 24 A

A

+.

A; ;A.1 A;t

-F 11 DI f 13

1 seek a resolution to the crisis that affected the energy supply in California. FTI/PwC has 2

monitored, in concert with Saybrook Capital representatives, the various alternatives being 3

presented by the governor and legislators to assess if these may serve as a proxy for a plan of 4

reorganization for PG&E, and to determine if any of these proposals would have detrimental 5

impact to the Debtor or the two proposed Plans of Reorganization.

6

16.

OCC Plan of Reorganization (Category 16).

7 8

During the Fifth Application Period, FTI/PwC professionals spent a total of 104.5 S9 hours rendering services in this category, for which FTI seeks compensation of $55,167. A 10 summary of the FTI/PwC professionals who rendered services in this category and the 11 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 12 category, which sets forth a detailed description of the services rendered is filed concurrently 13 herewith.

14 Services rendered by FTI/PwC professionals listed in this category included:

15 16 a)

FTI/PwC developed and analyzed various plan alternatives under 17 consideration by the OCC plan subcommittee.

18 b)

F1I/PwC reviewed the financial outputs of each scenario analysis to 19 determine the feasibility of the alternative plan, the reasonableness of the proposed capital 20 structure and the ability for each alternative plan's cash flows to support the debtor's operations 21 and achieve investment grade ratings.

22 23 FTI/PwC moved quickly to develop and model at least four different 24 reorganization structures.

Through its review and in-depth analysis of the various scenario 25 assumptions, FTI/PwC was able to assist the professionals and the OCC in readily evaluating and 26 selecting an alternative plan that the OCC believes is confirmable in the shortest period of time 27 with the fewest legal challenges.

28 25

1II 1

k Jiati'P AU~I J N\\*!

1ii dLURUR i L LdlI*

b l¢U I' *11 I,.l 2

During the Fifth Application Period, FTI/PwC professionals spent a total of 246.3 hours3.472222e-5 days 8.333333e-4 hours 4.960317e-6 weeks 1.1415e-6 months rendering services in this category, for which FTI seeks compensation of $101,267. A 4

summary of the FTI/PwC professionals who rendered services in this category and the corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 6

category, which sets forth a detailed description of the services rendered is filed concurrently herewith.

8 9

Services rendered by FTI/PwC professionals listed in this category included:

10 a)

FTrIPwC reviewed and analyzed various filings made by the debtor in support of its Plan of Reorganization for the Plan's confirmation hearings.

FTI/PwC further 12 participated in various depositions of key financial personnel of the Debtor to obtain a better 13 understanding of the changes to the Debtor's financial projections.

14 15 b)

FTI/PwC analyzed and summarized amended financial aspects of the 16 Debtor's Plan of Reorganization and presented our analysis to the Committee.

17 c)

FTI/PwC reviewed the amended Disclosure Statement, and Plan 18 documents to insure consistency between the details in these documents and the revised 19 supporting plan projections.

20 21 The Committee has continued to monitor the Debtor's financial performance and 22 changes to Debtor's plan of reorganization. This effort has included a review of underlying detail 23 of all plan assumptions and updates to current and projected financial performance. FTI has 24 reviewed certain financial related exhibits and reports filed in support of the PG&E Plan and 25 attended certain related depositions of experts.

26

18.

Professional Compensation Matters (Category 18).

27 28 During the Fifth Application Period, FTI/PwC professionals spent a total of 26 1P7 DIr~

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((t-1Jf~

p IP7"

24.5 hours5.787037e-5 days 0.00139 hours 8.267196e-6 weeks 1.9025e-6 months rendering services in this category,-for which FTI seeks compensation of 2

$10,231. A summary of the FTI/PwC professionals who rendered services in this 3

category and the corresponding amount of fee'srequested is included in Exhibit "2." The 4

Billing Report for this category, which sets forth a detailed description of the services 5

rendered is filed concurrently herewith.

6.

Services rendered by FTIIPwC professionals listed in this category included:

7 8

a) FTI prepared and filed an employment application and supporting 9

declarations to retain FfI, as successor to PwC's BRS Practice, as accountant and 10 financial advisor to the OCC.

11 b) FTI submitted updates to the Court reflecting disclosure of relationships of 12 FTI and various parties in the case, in support of the retention of FTI, as successor to 13 PwC's BRS Practice, as accountant and financial advisor to the OCC.

14 15 c) FTI/PwC attended fee application hearings for the Fourth Interim Fee 16 Application and reviewed UST objections to various professionals' fee applications.

17 FfI spent a minimal amount of time working expeditiously to file FrI's revised 18 application. FfI's application filings were essential to ensure uninterrupted financial 19 advisory services to the OCC.

20 21

19.

Subcommittee Matters (Category 19).

22 During the Fifth Application Period, FTI/PwC professionals spent a total of 67.8 23 hours2.662037e-4 days 0.00639 hours 3.80291e-5 weeks 8.7515e-6 months rendering services in this category, for which FTI seeks compensation of $35,260. A 24 summary of the FTI/PwC professionals who rendered services in this category and the 25 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 26 category, which sets forth a detailed description of the services rendered is filed concurrently 27 herewith.

28 27

1 Services rendered by Fll/-'wt professionals listed in this category included:

2 3

a)

FTI/PwC prepared for and participated in numerous meetings and 4

teleconferences with the OCC's Plan Subcommittee to evaluate plan alternatives, discuss the reasonableness of supporting plan assumptions, and strategize on steps for achieving 5

6 confirmation of the joint CPUC/OCC Plan of Reorganization.

7 FTJIPwC played an active role in developing and evaluating alternative plan 8

scenarios with the OCC Plan Subcommittee. FfTI/PwC's in-depth knowledge of PG&E's operations and the CPUC regulatory framework aided the committee in rapidly creating a plan 10 which should face fewer legal and financing challenges than either of the previous plans filed in the case. This effort involved activities with Committee Counsel and Saybrook representatives.

12 13

20.

Travel Time (Category 20).

14 During the Fifth Application Period, FTI/PwC professionals spent a total of 4.0 15 hours1.736111e-4 days 0.00417 hours 2.480159e-5 weeks 5.7075e-6 months rendering services in this category, for which FrI seeks compensation of $2,380. A 16 summary of the FTI/PwC professionals who rendered services in this category and the 17 corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this 18 category, which sets forth a detailed description of the services rendered is filed concurrently 19 herewith.

20 21 Services rendered by FTI/PwC professionals listed in this category included:

22 a)

This category includes the time required for FTI/PwC professionals to 23 travel to case related meetings after September 11, 2001.

24 25 IV.

26

SUMMARY

OF ACTUAL AND NECESSARY EXPENSES INCURRED BY FIrl/PWC 27 FTI maintains records of all actual and necessary out-of-pocket expenses incurred 28 28

1 and typically charged in connection with rendering professional services to its clients in the 2

ordinary course of its business practice. As is typical of FTI's practice when representing 3

creditor committees, FIR has reduced to cost or not charged certain of these out-of-pocket 4

expenses to the estate in accordance with the UST Guidelines and the Court Guidelines and to 5

ensure the reasonableness of FTrs fee and expense request. A brief explanation of certain costs 6

incurred and charged to the estate is set forth below:

(a)

FTI does not charge its clients for photocopying done in-house; copying 8

done by third-party services is charged at cost; 9

10 (b)

FTI charges its clients for document retrieval services, computer research I I and other specialized searches and services, such as messengers and library retrievals, at cost; 12 (c)

FTI charges its clients for mileage ($0.345 per mile, if sought) and 13 parking costs incurred by its professionals in connection with services rendered, at cost; 14 15 (d)

FTI charges its clients for transportation and travel-related costs including 16 out-of-town meals, excluding lunches, incurred by its professionals when working on specific 17 client matters, at cost; and 18 (e)

FfI normally charges its clients for the cost of overtime and weekend 19 meals and transportation when pressing client matters require the professional to work past 20 normal office hours; however, in accordance with the UST Guidelines and the Court Guidelines, 21 no such charges are included in this Fifth Interim Application.

22 23 V.

24 COMPENSATION REQUESTED AND RELEVANT LEGAL STANDARD 25 To grant a request for compensation pursuant to Bankruptcy Code section 330, 26 the Court must find that such request is reasonable. The reasonableness of a compensation 27 request is determined by the "lodestar" method. See In re Yermakov, 718 F.2d 1465, 1471 (9 th 28 29

1 Cir. 1983). Under the lodestar approach, "reasonable" compensation is calculated by 2

multiplying the number of hours reasonably expended by the.hourly~rate of the professional. In 3

re Rheuban, 121 B.R. 368, 383 (Bankr. C.D. Cal. 1990). There is a strong presumption that the 4

lodestar product is reasonable under Bankruptcy Code section 330. See In re Drexel Burnham 5

Lambert Group, Inc., 133 B.R. 13, 22 (Bankr. S.D.N.Y. 1991).

6 The reasonableness of a professional's hourly rate is based on the cost for comparable services charged in the area, in non-bankruptcy matters. See In re Yermakov, 718 8

F.2d at 1471. The reasonableness of the hours expended on a task is based on whether the 9

services provided were actual and necessary. See In re Nucorp Energy, Inc., 764 F.2d 655, 658 10 (9 th Cir. 1985).

11 12 FTI's fees are reasonable given the size and complexity of the bankruptcy case 13 and are commensurate with the fees that FTI has been awarded in comparable chapter 11 cases 14 and that accountants and financial advisors of comparable experience and expertise charge on a 15 regular basis to represent creditor committees in comparable chapter 11 cases. Accordingly, 16 utilizing the lodestar method, FTI's fee and expense request is reasonable and should be allowed 17 and paid pursuant to Bankruptcy Code section 330. See Drexel, 133 B.R. at 22.

18 vi.

19 CONCLUSION 20 21 For the reasons set forth above and pursuant to Bankruptcy Code sections 22 330 and 331, Bankruptcy Rule 2016, the Court Guidelines, the UST Guidelines and the 23 standards adopted by courts in awarding accountants' and financial advisors' fees and 24 costs, FTI submits that the fees for services rendered and costs and expenses incurred on 25 behalf of the Committee during the Fifth Application Period in the total amount of 26

$756,722 are reasonable and should be allowed on an interim basis and paid in full.

27 As previously mentioned, FTI purchased all outstanding receivables of the 28 30

1 BRS Practice, including receivables related to PwC's work as accountants and financial 2

advisors to the Official Committee of Unsecured Creditors in the Pacific Gas and 3

Electric bankruptcy case.

No agreement or understanding of any kind or nature exists 4

between FTI and any other person or entity for the sharing, division, or payment of any 5

portion of the compensation awarded for our services rendered or expenses incurred in 6

connection with the representation of the Committee in the bankruptcy case.

.7 WHEREFORE FTI respectfully requests that this Court enter an order:

8 9

1.

Approving this Fifth Interim Application in its entirety; 10

2.

Approving an interim award of compensation in the amount of $737,128 11 for professional services rendered and reimbursement of costs and expenses incurred in the 12 amount of $19,594, for a total amount of $756,722.

13 14

3.

Authorizing and directing PG&E to immediately pay to FrI the allowed 15 amounts, less any such amounts already paid pursuant to the Order Establishing Interim Fee 16 Application and Expense Reimbursement Procedure; and 17 18

4.

Granting such other and further relief as the Court deems just and proper.

19 20 DATED: January 14, 2003 Respectfully submitted.

21 FrI CONSULTING INC 22 B

~ 1 4'

/.

ý/

23 Thomas E. Lumsden 24 Accountants and Financial Advisors to Official Committee of Unsecured Creditors 25 26 27 28 31

1 CERTIFICATION 2

I, Thomas E. Lumsden, am the professional designated by FTI Consulting, Inc. to 3

ensure compliance with the United States Bankruptcy Court Northern District of California 4 4 Guidelines for Compensation and Expense Reimbursement of Professionals and Trustee ("Court 5

Guidelines"). I served as the senior managing director for FTI Consulting Inc. in connections 6

with this matter. I certify that (a) I have read the Fifth Interim Application; (b) to the best of my 7

knowledge, information and belief, formed after reasonable inquiry, the compensation and 8

expense reimbursement sought is in conformity with the Court Guidelines, except as specifically 9

noted in the Application; and (c) the compertsation and expense reimbursement requested are 10 billed at rates, in accordance with practices, no less favorable than those customarily employed 11 by FTI and generally accepted by FrI's clients.

121 13 WA*y, 4_

DATED:

/

14 Thomas E. Lumsden 15 16 17 18 19 20 21 22 23 24 25 26 27 28 32

3~J'T*Tt A Tb A 'I'*TI*L.T t

T rdT-T fA Q A

Q TTfrcTnvTl 2

I, Thomas E. Lumsden, declare:

3 4

1.

I am over eighteen years of age and, if called upon, I could and would 5

testify competently to the matters set forth herein. I am a senior managing director in the 6

professional services firm of FTI Consulting, Inc. ("FfI"), successor to 7

PricewaterhouseCooper's ("PwC") BRS Practice, and one of the senior managing directors 8

responsible for FTI's services as accountant and financial advisor to the Official Committee of 9

Unsecured Creditors ("Committee") in the Pacific Gas and Electric Company ("PG&E") chapter 10 11 case. In preparing this declaration, I have relied on my personal knowledge and on my 11 review of the billing records and files maintained by Ff1 in the ordinary course of business and 12 made by FTI professional staff substantially contemporaneous with that person's performance of 13 services or incurrence of costs on behalf of the Committee.

14

2.

This declaration is submitted in support of the "Fifth Application of FTI 15 Consulting Inc. For Allowance and Payment of Compensation And Reimbursement of Expenses 16 (August 1, 2002 Through November 30, 2002)" (the "Fifth Interim Application"). Capitalized 17 terms not otherwise defined herein shall have the meanings ascribed to them in the Fifth Interim 18 Application. This Fifth Interim Application covers the period from August 1, 2002 through and 19 including November 30, 2002 (the "Fifth Application Period"). I have read the Fifth Interim 20 Application and reviewed the exhibits thereto, and each of the facts contained therein is true and 21 correct.

22 23

3.

FTI Consulting's Time Records Exhibit for the Period August 1, 2002 to 24 November 30, 2002, filed concurrently herewith, attaches true and correct copies of records 25 maintained by Fr1 in the ordinary course of FTI's business operations and reflects entries that 26 were made substantially contemporaneously with the rendering of the services.

27

4.

Pursuant to the Fifth Interim Application, FfI seeks allowance of 28 33

1 compensation covering 1,789.4 hours4.62963e-5 days 0.00111 hours 6.613757e-6 weeks 1.522e-6 months of professional time devoted to advising the Committee in 2

PG&E's bankruptcy case, resulting in the accumulation of $737,12& in fees for professional 3

services rendered and $19,594 for expenses incurred, for a total amount of $756,722.

4

5.

It is FTI's normal business practice to charge its clients in full for services 5

rendered and for all actual and necessary costs and expenses incurred in connection with such 6

services.

7 8

6.

FITI received no pre-petition retainer in connection with this bankruptcy 9

case.

10

7.

FTI has submitted monthly fee notices in accordance with the interim fee 11 procedures that were established by the Court. FrI has received payments totaling $641,443 in 12 connection with the Monthly Cover Sheet Applications covering the period August 1, 2002 to 13 November 30, 2002, comprised of $621,849 in fees and $19,594 in expenses.

14 15

8.

No agreement or understanding of any kind or nature exists between FTI 16 and any other person or entity for the sharing, division, or payment of any portion of the 17 compensation awarded to FTI or the BRS Practice for services rendered or expenses incurred in 18 connection with our representation of the Committee in this chapter 11 proceeding, except as 19 among the employees and shareholders of FTI.

20

9.

1 am one of the designated professionals responsible for overseeing the 21 billing in this matter and for assuring compliance with the Guidelines of the Office of the United 22 States Trustee for the Northern District of California relating to billing (the "Guidelines").

23 Based upon my review of the Fifth Interim Application submitted by FTI for the Fifth 24 Application Period, I believe that the Fifth Interim Application complies with the Court 25 Guidelines and the UST Guidelines.

26 27

10.

Attached hereto as Exhibit "I" is a summary of the total hours expended, 28 billing rate, and fees incurred by each FTI/PwC professional during the Fifth Application Period.

34

1

11.

Attached hereto as Exhibit "2" and "Exhibit 2-1" is a summary of each 2

category of services, setting forth the name of each professional who expended time in that 3

category and the total hours and amount billed by each professional in tat category during the 4

Fifth Application Period.

5

12.

Attached hereto as Exhibit "3" are Expense Summary and Expense Detail 6

reports by individual and itemized total expenses for which reimbursement is sought.

7

13.

Attached hereto as Exhibit "4", is a summary of meetings that more than 8

9 two FrI/PwC professionals attended with a description of the relative importance of each team 10 member and the purpose of their involvement at the meetings.

11

14.

Attached hereto as Exhibit "5", is a copy of the Declaration of Clara Yang 12 Strand, executed on January 14, 2003, in support of the-Fifth Interim Application of FrI 13 Consulting.

14 15 I declare under penalty of perjury under the laws of the United States of America 16 that the foregoing is true and correct.

17 Executed this 14*' day of January, 2003 at San Francisco, California.

18 19 20 Thomas E. Lumsden.

21 22 23 24 25 26 27 28 35

Pacific Gas and Electric Summary of Time By Professional For the Period August 1, 2002 Through November 30, 2002 Professional Agam, Amir Amaya, Jennifer Dolan, Catherine Ghazi, Maryam Hamilton, Mike Ho, Rocky Iking, Floris Kim, Angela Kitchin, Jennifer Lumsden, Tom Perfit, Ryan Reiss, Freddie Sin, Theresa Young, Allison Yozzo, John Title Consultant Consultant Paraprofessional Director Sr. Managing Director Managing Director Consultant Paraprofessional Director Sr. Managing Director Associate Sr. Managing Director Associate Director Director Totals Time Total 24.6 68.7 29.0 46.3 23.0 261.1 12.2 29.0 157.3 356.6 141.1 95.1 215.8 328.2 1.4 1,789.4 Exhibit 1 Billing Rate 290 275 55 425 640 475 290 55 425 595 215 595 185 425 425 Page I of I Fee Total

$7,134

$18,893

$1,595

$19,678

$14,720

$124,023

$3,538

$1,595

$66,853

$212,177

$30,337

$56,585

$39,923

$139,485

$595

$737,128

Pacific Gas and Electric Summary of Time By Task Code August 1, 2002 through November 30, 2002 Task Code Asset Sales/Valuation Issues Bankruptcy Reporting/Operations Cash Flow Analysis Claims Analysis Coordinating with Debtor CPUC Review CPUCIOCC Plan of Reorganization DWR Contracts/Analysis Executory Contracts (QF)

Fee Application FERC Review Financial Statement Modeling Financial Statements General Committee Matters Legislative Review OCC Plan of Reorganization Plan of Reorganization/Negotiations Professional Compensation Matters Subcommittee Matters Travel Time Totals Time Total 183.0 152.3 109.3 49.7 1.1 116.3 218.8 89.5 9.0 129.0 12.2 170.3 31.6 56.4 13.8 104.5 246.3 24.5 67.8 4.0 1,789.4 Fee Total

$63,242

$49,687

$44,561

$21,407

$502

$51,872

$122,326

$31,213

$4,275

$30,175

$6,329

$61,775

$9,852

$29,526

$6,086

$55,167

$101,267

$10,231

$35,260

$2,380

$737,128 Exhibit 2 Page Iof q

Exhibit 2-1 Professional Pacific Gas and Electric Time Reporting Detail Reporting by Task Code August 1, 2002 through November 30, 2002 Date Hours Billing Rate Fees Description Task Code:

Asset Sales/Valuation Issues Agam. Amir Agaim, Amir Agam, Amir Agam. Amir Again, Amir Again, Amir Again, Amir Again, Amir Again, Amir Again. Amir Agarn, Amir SubTotal: Again, Amir Amaya. Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Tuesday, January 14, 2003 11/1/2002 4.3

$290 11/4/2002 3.4

$290 11/5/2002 1.8

$290 11/5/2002 0.8

$290 11/6/2002 1.8

$290 11/6/2002 11/6/2002 11/6/2002 11/7/2002 11/712002 11/11/2002 1.5 0.9 2.9 2.2 1.7 3.3

$290

$290 24.6 10/24/2002 1.1

$275 10/24/2002 0.5

$275 10/25/2002 0.9

$275 10/25/2002 2.9

$275 10/25(2002 2.5

$275 10/25/2002 1.8

$275 Page I of 65

$1 247.00 Compile and review valuation multiples on utility transactions.

$986.00 Coordinate and perform research on utility transactions for multiple analysis.

$522.00 Continue work on utility multiple valuation.

$232.00 Begin write-ups of companies used in multiple analysis.

$522.00 Edit transaction amounts from information purchased from third party and public filings for transaction multiple analysis.

$435.00 Update transaction multiple analysis to include new data, such as type of utility and time to close.

$261.00 Update market multiple analysis.

$841.00 Write summaries and select comparables for transaction multiple analysis.

$638.00 Calculate and review valuation multiples for Hydro and Nuclear generation plants.

$493.00 Review information from FERC compared to SEC data for certain utilities used in multiple analysis.

$957.00 Perform quality control and review market multiple analysis.

$7,134.00

$302.50 Research to obtain current financial data to update to utility valuation.

$137.50 Review files and update valuations with current financial data.

$247.50 Begin research on new comparables for separate business unit valuations.

$797.50 Research to obtain current financial data for separate business unit valuations.

$687.50 Update separate business unit valuations with current financial data.

$495.00 Update integrated utility valuation with current financial data.

Praosfpionzal Dt or iln aeFe ecito

-r

f. *.1io~a Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Amaya, Jennifer Tuesday, January 14,2003 Page 2 of 65 Description Date Hours Billing Rate Fees 10/28/2002 1.6

$275

$440.00 Update Integrated utility valuation and separate business unit valuations with new comparables found.

10/28/2002 5.2

$275

$1,430.00 Continue research on new comparables for separate business unit valuations and Integrated utility valuation.

10/29/2002 1.1

$275

$302.50 Update integrated utility valuation with additional comparables found.

10/29/2002 2.7

$275

$742.50 Research additional comparables.

11/1/2002 1.4

$275

$385.00 Prepare summary of companies in the electric utility industry for valuation and comparables research.

11/6/2002 2.6

$275

$715.00 Update valuations of separate business units to reflect preferred stock, restricted cash and minority Interests.

11/6/2002 3.2

$275

$880.00 Review 1OK's of comparable companies to the Genco business to update presentation with comparable company descriptions.

11/6/2002 2.1

$275

$577.50 Update the previous presentation regarding PwCs assessment of comparable companies to PG&E's reorganized businesses to reflect updated valuations and FTI's updated assessment.

11/7/2002 3.7

$275

$1,017.50 Review 10K's of comparable companies'to the gas transmission business to update presentation with comparable company descriptions.

1117/2002 4.3

$275

$1,182.50 Review 1OICs of comparable companies to the Disco business to update presentation with comparable company descriptions.

11/8/2002 1.1

$275

$302.50 Quality review financial data In the valuation model for the Genco business.

11/8/2002 1.6

$275

$440.00 Quality review financial data in the valuation model for the Disco business.

11/8/2002 2.1

$275

$577.50 Update the presentation regarding FTI's assessment of comparable companies to PG&E's reorganized businesses.

11/8/2002 2.3

$275

$632.50 Quality review financial data in the valuation model for the integrated utility.

11/8/2002 0.9

$275

$247.50 Quality review financial data In the valuation model for the gas transmission business.

11/12/2002 1.3

$275

$357.50 Research Dominion and DTE Energy and add to integrated utility valuation.

11/12/2002 0.5

$275

$137.50 Review comments regarding the quality review completed for four of the Integrated utilities.

11/12/2002 1.4

$275

$385.00 Update the valuation to incorporate feedback of the

'Integrated utilities valuation.

11/12/2002 6.6

$275

$1,815.00 Prepare work papers for remaining 11 integrated utilities.

Professional Date Hours Billing Rate Fees Description Amaya, Jennifer Amaya, Jennifer SubTotal: Amaya, Jennifer 11/13/2002 3.6

$275 11/13/2002 2.4

$275 61.4

$990.00 Prepare tied out work papers for presentation on separate business units and the integrated utilities.

$660.00 Update presentation with comments and questions from A. Young. Also update for additional comparables added.

$16,885.00 Ghazi, Maryam Ghazi, Maryam Ghazi, Maryam Ghazl, Maryam Ghazl, Mayam Ghazl, Maryam Ghazi, Maryam Ghazl, Maryam Ghazl, Maryam Ghazi, Maryarn SubTotal:

Ghazi, Marya Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky SubTotal:

Ho, Rocky Iking, Roris Tuesday, January 14,2003 11/13/2002 5.3

$425

$2,252.50 Organize backup documents for the Total utility valuation, and quality check the valuation and source to backup documents 11/14/2002 3.8

$425

$1,615.00 Quality check the valuation.

11/14/2002 3.1

$425

$1,317.50 Quality check the source to backup documents for r

the total utility valuation.

11/14/2002 1.1

$425

$467.50 Obtain documents for the divisional valuations.

11/15/2002 2.6

$425

$1,105.00 Quality check the source to backup documents for valuation on each entity.

11/15/2002 3.8

$425

$1,615.00 Perform valuations on different entities.

11/15/2002 4.1

$425

$1,742.50 Obtain documents for the divisional valuations.

11/18/2002 3.3

$425

$1,402.50 Create an audit support binder for valuations.

11/18/2002 2.9

$425

$1,232.50 Complete valuations of proposed business units 11/18/2002 3.8

$425

$1,615.00 Gather financial information for completing valuations of proposed business units.

am 33.8

$14,365X00 10/11/2002 0.8

$475

$380.00 Review comparable asset transaction schedule.

11/8/2002 1.6

$475

$760.00 Review and analyze Huron valuation report In support of liquidation report.

11/8/2002 1.4

$475

$665.00 Review and analyze certain components of the Murphy Expert Report as rebuttal expert witness for the debtor.

11/21/2002 1.4

$475

$665.00 Review assessment of debtor's valuation report prepared by Huron.

11/26/2002 1.1

$475

$522.50 Review draft of comparable market value analysis.

11/27/2002 0.8

$475

$380.00 Review revised utility comparative analysis - market 11 7.1

/25/2002 0.8

$290 comps.

$3,372.50

$232.00 Prepare market valuation comparable analysis for:

The Southern Company.

Page 3 of 65 I Date Hours Billing Rate Fees Description

,professional

Professional Iking, Floris Iking, Flodls Iking, Flods Iking, Flods Iking, Floros Iking, Flods Iking, Floros Iking, Floris Iking, Floris Iking, Floris SubTotal:

Lumsden, Tor Lumsden, Tor Lumsden, Tor Lumsden, Tor Lumsden, Tor Lumsden, Tor Lumsden, Tor Lumsden, Tor 11/25/2002 11125/2002 11 2512002 11/25/2002 11/25/2002 11/26V2002 11/26/2002 11/26/2002 11/26/2002 11/26/2002 0.7 0.6 0.7 0.8 0.7 0.6 0.5 0.7 0.6 0.7 7.4 9/27r2002 0.6

$595 10/30l2002 0.3

$595 11/2/2002 1.7

$595 11/4/2002 1.1

$595 11/5/2002 11/12/2002 0.9 1.4

$595

$595 11/13/2002 0.9

$595 11/13/2002 0.7

$595

$290

$290 Page 4 of 65 Tuesday, January 14,2003

$203.00 Prepare market valuation comparable analysis for:

DTE.

$174.00 Prepare market valuation comparable analysis for:

Avista.

$203.00 Prepare market valuation analysis for: Cinergy.

$232.00 Prepare market valuation comparable analysis for:

TXU Corporation.

$203.00 Prepare market valuation comparable analysis for:

MDU Resources Group.

$174.00 Prepare market valuation comparable analysis for:

SCANA.

$145.00 Review and revise market valuation comparable summary worksheet.

$203.00 Prepare market valuation comparable analysis for:

Entergy.

$174.00 Prepare market valuation comparable analysis for:

PSEG.

$203.00 Prepare market valuation comparable analysis for:

Duke Energy.

$2. 146.00

$357.00 Discussions with potential acquirers of PG&E assets on alternate structure or funding of Joint Plan.

$178.50 Review materials on utility multiples for valuation purposes.

$1,011.50 Review expert reports of Huron Consulting on valuation and deposition of Ed Murray. Follow up on comments and review comparable companies for valuation analysis.

$654.50 Research Kosturas liquidation and Huron valuation for liquidation assessment following discussion on best Interests analysis with counsel.

$535.50 Review comparison of Huron valuation to FTI valuation and comments of A. Young on same.

$833.00 Review utility transaction selection and data and utility comparable selection to assess appropriate categorization for comparables.

$535.50 Review comparable utility transaction data and multiples in PG&E liquidation analysis and forward comments to A. Young re measurement of equity In Joint Plan.

$416.50 Review liquidation analysis of PG&E critique and market multiples and forward to S. Victor and B.Hermann as final draft.

I/dng, Flods Description Date Hours Billing Rate Fees Professional

Date Hours Billing Rate Fees Description Lumsden. Tom Lumsden, Tom Lumsden, Tom SubTotal: Lumsden, To Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal:

Sin, Theresa Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young. Allison Young, AllIson Young, Allison Young, Allison Tuesday, January 14, 2003 11/18/2002 0.6

$595

$357.00 Assemble and forward utility comparables data and multiples analysis to C. Strand to assist In analysis of revolver credit requirements.

11/26/2002 0.5

$595

$297.50 Review comps for integrated utilities.

11/26/2002 1.1

$595

$654.50 Review valuation comparables and exhibits from Mr.

Murphy expert reports.

m 9.8

$5,831.00 10/25/2002 5.6

$185

$1,036.00 Review Huron Valuation methodology for 12/31/02 and 9/30/2000 valuation.

11/19/2002 2.3

$185

$425.50 Review comp analysis presentation and update with new analysis, add summaries of new comps.

11/20/2002 2.8

$185

$518.00 Continue work on comps presentation: research summaries, edit and reformat other summaries 11/21/2002 1.9

$185

$351.50 Make final edits and change to valuation presentation.

12.6

$2,331.00 10/25/2002 1.7

$425 10/25/2002 1.2

$425 10/31/2002 2.3

$425 11/1/2002 0.7

$425 11/4/2002 0.9

$425 11/5/2002 3.1

$425 11/6/2002 1.6

$425 11/8/2002 1.3

$425 1/12/2002 1.2

$425 1/12/2002 3.5

$425 1/12/2002 1.4

$425 1/12/2002 1.2

$425 1/13/2002 0.8

$425

$722.50 Update PG&E valuation

$510.00

$977.50

$297.50

$382.50

$1,317.50

$680.00

$552.50

$510.00

$1,487.50

$595.00

$510.00

$340.00 Begin update of PG&E valuations.

Update PG&E valuation.

Perform comparable transaction valuation work on the integrated PG&E utility (valuation)

Review work done on PG&E valuation (valuation)

Prepare comparable company transaction multiple analysis Prepare summary of comparable utility transaction multiples Review updates to FTI's valuation of PG&E Review valuation model based on comparable market companies.

Update valuation of comparable company data.

Create comparable transaction valuation to support the CPUC POR.

Review updated presentation on CPUC and PG&E POR valuations.

Continue review of PG&E valuation presentation.

Page 5 of 65 Profession~al

Professional Young, Allison Young, Allison 1

SubTotal:

Young, Allison Yozzo, John SubTotal:

Yozzo, John Total: Asset Sales/Valuatio

.Date S11/21/2002 1/25/2002 Hours Billing Rate 1.1

$425 2.9

$425 24.9 11/712002 1.4

$425 1.4 on Issue 183 Task Code:

Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Tuesday, January 14,2003 Bankruptcy Reporting/Operations 8/212002 0.5

$475

$237.50 Review scheduling of confirmation process based on status hearing.

8/5/2002 0.9

$475

$427.50 Review and analyze debtor's proposed stipulation re:QF Capacity Appeal.

8/15/2002 0.5

$475

$237.50 Review and respond to various committee correspondence / emalls.

8/21/2002 0.7

$475

$332.50 Review court hearing on express pre emption appeal In District court.

8/22/2002 0.6

$475

$285.00 Review and respond to various committee emalls I Inquiries re:plan altemative Issues.

8/30/2002 0.9

$475

$427.50 Review district court ruling overturning Implied prepemption.

9/3/2002 1.1

$475

$522.50 Review and analyze notice of motion and motion for authority to Incur miscellaneous Implementation expenses; memorandum of points and authorities In support thereof.

9/3/2002 0.8

$475

$380.00 Review and analyze joint motion of CPUC/OCC proposed order shortening time frame for hearing.

9/3/2002 0.9

$475

$427.50 Review supporting declarations of Lance Maeda, My Nguyen and Eric Kirkpatrick in support of authority to Incur misc. Implementation expenses.

9/4/2002 1.4

$475

$665.00 Review support from debtor for the proposed Metcalf Fourth 230/115 Transformer project re: cost recovery and regulatory Issues.

9/11/2002 2.4

$475

$1,140.00 Review CPUC TRO papers for Injunctive relief against PG&E disseminating false information during the solicitation process.

9/16/2002 1.3

$475

$617.50 Review and analyze debtors opposition to joint motion of CPUC/OCC for order authorizing the re solicitation of votes and preferences for Movants' amended plan of reorganization.

Page 6 of 65 Fees Description

$467,50 Analyze. adjustments that may be needed to Huron valuation due to sizable cap ex requirements of the business units.

$1,232.50 Update valuation of Integrated utilities for latest quarterly filings.

$10,582.50

$595.00 Retrieve various historical financial statement data and market data for 20 utility/power companies

$595.00

$63,242.00

Pro fessirnal Date Hours Billing Rate Fees Description Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Tuesday, January 14,2003 Ho, Rocky.

Ho, Rocky Ho, Rocky Fees Description

.Date Hours Billing Rate Professional 9/1612002 1.7

$475

$807.50 Review various declarations (Sullivan, Novak, Lafferty and Kelly) in support of debtor's opposition to the re-solicitation of votes.

9/16/2002 1.1

$475

$522.50 Review objections from certain financial creditors to the re-solicitation motion of the joint CPUC / OCC plan.

9/20/2002 3.4

$475

$1,615.00 Attend court hearing on re-solicitation motion.

9/20/2002 1.1

$475

$522.50 Prepare for hearing on re-solicitation motions and various other issues.

9/23/2002 2.1

$475

$997.50 Review the 9th Circuit Opinion in SCE v. Lynch - and the certification questions as submitted to the the CA Supreme Court.

103/2002 1.2

$475

$570.00 Review and analyze debtor's request re: sale of San Rafael property.

10/3/2002 1.1

$475

$522.50 Review and analyze SCE v. Lynch 9th Circuit decision regarding state's ability to enter into agreement with SCE without due process.

10/10/2002 1.5

$475

$712.50 Review and analyze stipulations re: Brisbane Lodging, Ubiquitel, Califomia Hydropower Reform Coalition and Western Pacific Housing.

10/11/2002 2.2

$475

$1,045.00 Review and analyze appraisal report of San Rafael property.

10/11/2002 1.4

$475

$665.00 Review original and revised asset contract for sale of San Rafael property.

10/15/2002 1.1

$475

$522.50 Review and analyze debtor's request re: additional capital expenditures with regards to the Main Line Extension contracts.

10/22/2002 0.8

$475

$380.00 Review and analyze response from debtor re: San Rafael property transaction.

11/4/2002 1.1

$475

$522.50 Review debtor's monthly operating reports.

11/5/2002 1.2

$475

$570.00 Review and analyze debtor's proposed lease stipulations.

11/8/2002 2.2

$475

$1,045.00 Review and analyze debtor's motion for authority to enter into certain power procurement contracts with the DWR.

11/8/2002 1.5

$475

$712.50 Review recent 8K filing of debtor re: financial restructuring of its NEG unit and the impact to parent.

11/11/2002 1.2

$475

$570.00 Review and analyze briefs prepared by CPUC and SCE In support of the CA Supreme Court to hear certified questions raised by the 9th Circuit.

11/11/2002 2.4

$475

$1,140.00 Review and analyze debtor's proposed ex parte application for order authorizing compromise of administrative appeal re:IERC credits.

Page 7 of 65

Pm rnrorrnn"'f

Date, Hours Billing Rate Fees.

Description Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho. Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky SubTotal: Ho, Rocky Kim, Angela Kim, Angela KIm, Angela Kim, Angela Kim, Angela Kim, Angela Kim, Angela Tuesday, January 14,2003

,11/12/2002 1.2

$475 11/12/2002 1.3

$475 11/12/2002 2.5

$475 11/14/2002 11118/2002 11/18/2002 11/18/2002 11/20/2002 11/22/2002 11/25/2002 1.1 1.2 0.9 2.2 1.1 1.3 1.3

$475

$475 11/25/2002 1.7

$475 11/27/2002 0.8

$475 56.9 11/8/2002 11/12/2002 11/15/2002 11/17/2002 11/18/2002 11/19/2002 11/20/2002 3.1 3.9 2

5.4 2.1 1.8 1.2

$55

$570.00 Review and analyze trading I market value of IERC credits per debtors proposed settlement re:Hunter's Point.

$617.50 Review and analyze debtor's motion to enter Into certain power procurement contracts Including supporting declarations.

$1,187.50 Review status of FTI I PwC produced documents provided to Milbank in response to debtor's subpoena.

$522.50 Review and analyze the Jefferson Smurfit stipulation.

$570.00 Review and analyze updated Jefferson-Smurfit stipulation ahd supporting documentation.

$427.50 Review data request from counsel re:reference to capex Issues.

$1,045.00 Review and analyze various stipulations including Hunter's Point, Diablo Canyon, Enron and others.

$522.50 Review and analyze debtor's stipulation re:PC Bonds.

$617.50 Review and analyze debtors motion to resume procurement function of the net short position.

$617.50 Review and analyze declaration of Roy Kuga in support of debtor's motion for authority to resume power procurement of the net short for FY 2003.

$807.50 Review and analyze debtor's motion for authorization to resume power procurement, Including procurement of the residual net short position and to Incur post-petition secured debt.

$380.00 Review and analyze debtor's motion re:Hunter's Point settlement

$27,027.50

$170.50 Review and record documents from other professionals and recent court filings.

$214.50 Pull and review documents for Discovery, in PG&E trial

$110.00 Review and record documents from other professionals and recent court filings.

$297.00 Review and record documents from other professionals and recent court filings.

$115.50 Review and record documents from other professionals and recent court filings.

$99.00 Review and record documents from other professionals and recent court filings.

$66.00 Review and record documents from other professionals and recent court filings.

Page 8 of 65 i*.,*fDeelnnnl

professional Kim, Angel.

Kim, Angela Kim, Angela Kim, Angela Kim, Angela SubTotal:

Klom, Angela Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer SubTotal:

KItchin, Jonnil Lumsden, Tom Lumsden, Tom SubTotal:

Lumsden, Tor, Reiss, Freddie Relss, Freddie Reiss, Freddie Reiss, Freddie Reiss, Freddie SubTotal:

Reiss, Freddie Hours Billing Rate 11/21/2002 0.8

$55

$44.00 Review and record documents from other professionals and recent court filings.

11/22/2002 2.2

$55

$121.00 Review and record documents from other professionals and recent court filings.

11/25/2002 1.6

$55

$88.00 Review and record documents from other professionals and recent court filings.

11/26/2002 2.4

$55

$132.00 Review and record documents from other professionals and recent court filings.

11/27/2002 2.5

$55

$137.50 Review and record documents from other professionals and recent court filings.

29

$1,595.00 9/3/2002 0.3

$425

$127.50 Review industry article on case.

9/25/2002 0.6

$425

$255.00 Review memo re: 9th Circuit Rulings 11/6/2002 1.6

$425

$680.00 Review industry articles/news on case updates.

11/12/2002 2.6

$425

$1,105.00 Research impact of NEG bankruptcy on debtor.

11/12/2002 2.9

$425

$1,232.50 Research Corp financial health and impact on debtor.

11/12/2002 3.3

$425

$1,402.50 Review Corp. Credit Agreement 11/19/2002 0.6

$425

$255.00 Review parent debt ratings letters fer 11.9

$5,057.50 9/13/2002 0.4

$595

$238.00 Review motion by PG&E for Metcalf project approval.

9/24/2002 1.2

$595

$714.00 Review 9th Circuit court of appeals ruling on Turn appeal to SCE settlement.

S1.6

$952.00 8/14/2002 1

$59i5

$595.00 Read MOU.

9/20/2002 2.1

$595

$1,249.50 Review objections to re-solicitation court hearing.

9/23/2002 1.5

$595

$892.50 Court ruling regarding Southern California Edison; updates regarding PG&E Plan.

10/7/2002 1.1

$595

$654.50 Update with counsel, review memo pleadings.

1/20/2002 0.3

$595

$178.50 Read Fitch ratings report.

6

$3,570.00 Tuesday, January 14,2003 Date Date Fees Description Page 9 of 65

Description Professional Dt or iln aeFe Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal:

Sin, Theresa Young, Allison Young. Allison Young, Allison Young, Alison Young, Alison Young, Allison Tuesday, January 14, 2003 10/24/2002 2.9

$185 11/1/2002 1.1

$185 11/11/2002 3.8

$185 11,11/2002 1.1

$185 11/11/2002 3.2

$185 11/12/2002 3.1

$185 11/12/2002 4.3

$185 11/12/2002 11/13/2002 11/15/2002 11/17/2002 11/18/2002 11/19/2002 11/19/2002 1.8 3.1 0.2 3.8 1.8 2.8 1.8

$185

$185 11/21/2002 0.4

$185 35.2 8/7/2002 0.4

$425 10/21/2002 0.7

$425 11/8/2002 1.8

$425 11/11/2002 11/15/2002 2.9 0.4

$425

$536.50 Briefly review recent submissions re: Case. I.e. other professional fee apps. CPUC filings.

$203.50 Review Celerity's Doc database and search for PG&E waterfall model.

$703.00 Sort through PwC and Fri documents for Discovery Process In Confirmation Hearings.

$203.50 Go over doc. Database and compile data request to Celerity for PGE docs.

$592.00 Research Analyst reports for PGE Corp, NEG and Company debt. Read 10k. Read 8K on change in debt and additional corp. debt.

$573.50 Review docs for discovery process In Confirmation hearings.

$795.50 Submit second data request to Celerity for PGE docs. Go to Celerity and review docs in data room.

$333.00 Review analyst research on PGE Corp.

$573.50 Print out final version of CPUC/OCC plan and work docs. Compile all docs for discovery process and mall to Milbank.

$37.00 Discuss with Milbank docs sent for Discovery.

$703.00 Help A.KIm with organizing docs for FTI's PGE database.

$333.00 Review and request data from Celerity

$518.00 Research approved cap ex for Etrans.

$333.00 Ratebase research for 2002, find PG&E presentation on website, go over CPUC filings.

$74.00 Review projected rate base presentation by PGE on web

$6,512.oo

$170.00 Review smalls on regulatory proceedings.

$297.50 Review updates on case activity.

$765.00 Review potential Impact of Parent/NEG's financial condition on PG&E's ability to emerge from bankruptcy

$1,232.50 Pull documents for PG&E subpoena.

$170.00 Respond to S&P questions on bilateral contract.

11/20/2002 4.3

$425

$1,827.50 Research and review approved electric transmission projections on the ISO and CPUC websites Page 10 of 65 Fees Professional Date 'Hours Billing Rate

Professional Date Hours Billing Rate Fees Description Young, Allison 11/26/2002 1.2

$425 SubTotal:

Young, Allison 11.7 Total: Bankruptcy Reporting/Opera 152.3 Task Code:

$510.00 Review emails with updates on plans and recent court activities and filings.

$4,972.50

$49,686.50 Cash Flow Analysis 8/2/2002 816/2002 8/22/2002 8/28/2002 9/17/2002 10/21/2002 10(28/2002 11(4/2002 11/5/2002 11/11/2002 11/15/2002 11/19/2002 11/19/2002 1.1 0.5 1.6 0.7 1

1.2 0.9 0.6 1.6 1.3 1.1 1.8 2.5

$475

$476

$475

$475 Ho, Rocky Ho. Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho. Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho. Rocky Ho. Rocky Ho. Rocky

$522.50 Review debtor's 02 capital expenditure report.

$237.50 Review and respond to debtor's Inquiries on Line 401 Capacity Pipeline Extension.

$760.00 Review debtor's proposed Metcalf Fourth 230/115 Transformer Project.

$332.50 Review and respond to debtor's proposed Metcalf capital expenditure project.

$475.00 Discuss with debtor upcoming capex projects.

$570.00 Review and analyze debtor's motion re: capex on relicensing of Pit 3,4 and 5.

$427.50 Review and discuss with debtor relicensing Issues of Pit 3,4 and 5.

$285.00 Review debtor's Q3 capex update.

$760.00 Review and analyze supporting documentation re:debtor's proposed capex re:Pit 3.4 and 5.

$617.50 Review debtor's capex expenditures to date and compare to projections for FY 2003.

$522.50 Review UBS financial model re:free cash flows.

$855.00 Review PG&E Corp's cash flow impact based on restructured NEG credit agreement.

$1,187.50 Review cash flow needs of PG&E Corp and amended credit agreement re:dividend restrictions and other negative covenants; collateral constraints; NEG-specific issues, others.

$570.00 Review and comment on presentation on PG&E Corp's cash flow and possible impact to Plan feasibility issues.

$570.00 Review and analyze supporting documentation re:Diablo Canyon Turbine Replacement project.

$570.00 Review internal debtors management analysis and discussion re:Diablo Turbine replacement project

$522.50 Review and analyze Diablo Canyon management report on feasibility.

Tuesday, January 14,2003 11/21/2002 1.2

$475 11/22/2002 1.2

$475 11/25/2002 1.2

$475 11/27/2002 1.1

$475 Date Hours Billing Rate Fees Description Perofessional Page 11 of 65

Pr-fioevenil Dt or iligRt esDsriona SubTotal:

HO, Rocky Kitchin. Jennifer 11/11/2002 2.2 Kitchin, Jennifer 11/11/2002 1.8 Kitchin, Jennifer 11/11/2002 3.2 Kitchin, Jennifer 11/13/2002 3.7 Kitchin, Jennifer 11/14/2002 2.6 Kitchin. Jennifer 11/14/2002 4.1 Kitchin, Jennifer 11/15/2002 4.7 Kitchin. Jennifer 11,15/2002 3.7 Kitchin, Jennifer 11/18/2002 3.9 KI(tchin, Jennifer 11/118/2002 2.4 Kitchin, Jennifer 11/19/2002 6.4 Kitchin, Jennifer 11/20/2002 3.8 Kitchin. Jennifer 11/21/2002

2.3 SubTotal

Kitchin, Jennifer Lumsden, Tomn Lumsden, Tom Lumsden, Tomn Lumnsden, Tom Lumnsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 20.6

$425

$425 44.8 8/4/2002 0.8

$595 I1M/W002 0.8 11/13/2002 0.7 11/14/2002 0.5 11/19/202 0.4 11/19/2002 0.6 11/0(002 0.8 11/2/002 0.8

$595

$595 Tuesday, January 14,2003

$9,785.00

$935.00 Reviewed/analyzed Corp. financials

$765.00 Reviewed PG&E Parent CF presentations

$1,360.00 Researched filings re: corp. debt structure

$1,572.50 Summarize Corp. Credit Agreement

$1,105.00 Compile est. of Parent CF

$1,742.50 Parent CF estimate summary

$1,997.50 Construct financial model - Parent CF

$1,572.50 Sumnmarize model assumptions for Parent CF

$1,p657.50 Refine Parent CF analysis

$1,020.00 Revise Parent CF model

$2,720.00 Revise parent CIF analysis; reformat presentation

$1,615.00 Finalize draft parent CF presentation

$977.50 Amend & review Parent CIF analysis

$19,040.00

$476.00 Review PG&E cash flow, updated for changes thru 2002 and compare to cash balance projected for confirmation

$476.00 Review motion for payment of committee expenses for S&P fee on credit rating on Joint Plan structure.

Review various PG&E motions for payment of plan implementation costs.

$416.50 Review Parent loan analysis arnd terms and assess Impact on PG&E credit ratings and Impact on utility.

$297.50 Review PG&E parent cash flow and debt terms.

$238.00 Review Parent cash flow presentation and debt analysis. Review PG&E POR dividend analysis and reinvestment of eamnings.

$357.00 Review parent debt analysis and ratings Impact.

$476.00 Review capex analysis and headroom roilfforward.

$476.00 Review R.Ho memo on capex request by PG&E for Jefferson-main transmission expansion. Review materials.

Page 12 of 65 Description

'Date ' Hours Billing Rate Fees

Professional Date Hours Billing Rate Fees Description SubTotal:

Lumsden, Tom Sin, Theresa 11 Sin, Theresa

11.

Sin, Theresa 11 Sin, Theresa 11i Sin, Theresa 11t Sin, Theresa 11t Sin. Theresa 11, Sin, Theresa 11/

SubTotal:

Sin, Theresa Young, Allison Young, Allison 11 Young, Allison 11/

Young, Allison 11I1 Young, Allison 11f1 Young, Allison 111 Young, Allison 11/2 Young, Allison 11/2 Young, Allison 11/2 Young, Allison 11/2 Young, Allison 11/2 Tuesday, January 14,2003 5.4

/13/2002 3.2

$185 114/2002

/14/2002

/20/2002 21/2002 21/2002 22/2002 1.8

$185 2.1

$185 1.2

$185 1.6

$185 2.8

$185 0.9

$185 2.4

$185 16 V/9/2002 2.2

$425

/8/2002 1.4

$425 14/2002 2.3

$425 14/2002 0.4

$425 19/2002 1.8

$425 9/2002 1.7

$425 20/2002 1.8

$425 20/2002 3.4

$425 0/2002

_0/2002

.1/2002 0.9 0.5 0.6

$425

$3,213.00

$592.00 Read T.Lumsden email with attachments of past Corp information and presentations. Briefly review 1 OQ filed today - the supplemental Indenture on the 9.5% convertable sub notes.

$333.00 Compile Corp research, figure out assumptions for Corp CF model

$388.50 Make changes to Corp CF model.

$222.00 Read and add restricted cash from Interest Reserve Into corp. cash flow model.

$296.00 Research under collected costs of $9b in past O's, try to reconcile PGE's calculation.

$518.00 Summarize credit agreement history for Corp.

$166.50 Insert debt history slide into corp. presentation and Parent financials model.

$444.00 Reformat and insert PGE financial projections model with cap ex chart.

$2,960.00

$935.00 Reconcile cash in OCC POR to latest cash flow forecast received from PG&E.

$595.00 Review terms of debt outstanding at Corporate, NEG. and the utility and the related guarantees

$977.50 Calculate unrecovered power purchase costs.

$170.00 Review financial findings from depositions.

$765.00 Review other factors that would impact PG&E's capital expenditure projections.

$722.50 Analyze how $9 billion Filed rate doctrine claim was calculated by PG&E.

$765.00 Update FTI's calculation of headroom.

$1,445.00 Prepare schedule of PG&E projected capital expenditures compared to CPUC approved expenditures.

$382.50 Review subjective costs in PG&E's approved rates, or costs at risk from CPUC decisions.

$212.50 Research data points to support FTI's headroom calculation.

$255.00 Rollforward rate base from 2001-2002.

Page 13of65

.Professional Date

.Hours -Billing Rate Fees Description

Pr.fessional Young, Allison 1

Young, Allison 1

Young, Allison SubTotal:

Young, Allison Total: Cash now Analysis 1124/2002 1.6

$425 1/24/2002 1.3

$425 1/25/2002 2.6

$425 22.5 109.3

$680.00 Research historical capital expenditures and reasons for fluctuations in PG&E's 1996-2001 SEC filings.

$552.50 Prepare analysis of historical versus projected capital expenditures.

$1,105.00 Expand footnote disclosure for court exhibits on capital expenditure details for T. Lumsden testimony

$9,562.50

$44,560.50 Task Code:

Claims Analysis 9WO/2002 1.3

$475 9/3/2002 0.8

$475 9/4/2002 0.5

$475 9/4/2002 0.9

$475 9/23/2002 1.4

$475 10/16/2002 1.1

$475 10/16/2002 0.9

$475 10/23/2002 1.3

$475 10/24/2002 2

$475 10/25/2002 0.7

$475 10/25/2002 0.6

$475 11/7/2002 0.8

$475 118/2002 1.3

$475

$617.50 Review and analyze notice of motion and motion of Pacific Gas & Electric Company for an order authorizing assumption of power agreements and compromise of claims with Sierra Pacific Industries.

$380.00 Review and analyze declaration of Charles R.

Middlekauff In support of order authorizing assumption of power agreements and compromise of claims with Sierra Pacific Industries.

$237.50 Review and analyze declaration of David W. Philips in support of motion to refund certain project deposits.

$427.50 Review and analyze debtor's motion for order authorizing refund of certain project deposits.

$665.00 Review and analyze debtors filed notice on various settlement of claims - (Standard Pacific Gas Une, Allstate Insurance and Heinz).

$522.50 Review various debtor motions re: stipulations valuing certain claims for feasibility purposes only.

$427.50 Discuss with debtor and debtors counsel proposed stipulated agreement on claims amount between WAPA and debtor.

$617.50 Review and analyze WAPA claim No. 12422 - review debtor's claim dispute motion and contract attachments.

$950.00 Preparation and meeting with debtor (Andrew Conner) to discuss proposed stipulated claims amount between WAPA and debtor.

$332.50 Review support for claims agreement between WAPA and debtor - provided by debtor.

$285.00 Review stipulated motion between WAPA and debtor on proposed settlement amount.

$380.00 Review and analyze claims update presentation.

$617.50 Review and analyze debtors expert report re:

litigation and other tort action claims.

Page 14 of 65 Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Tuesday, January 14,2003

.Date,Hours Billing Rate Fees Description Professional

Professional Date Hours Billing Rate Fees Description Ho, Rocky SubTotal:

Ho, ROcky Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom SubTotal:

Lumsden, Tom Perfit, Ryan SubTotal:

Perfit, Ryan 11/25/2002 0.8

$475 14.4 8/4/2002 1.3

$595 8/23/2002 0.3

$595 11/6/2002 0.3

$595 11/6/2002 1.2

$595 11/7/2002 1.2

$595 11/7/2002 0.9

$595 11/11/2002 0.6

$595 5.8 11/6/2002 1.7

$215 1.7

$380.00 Review reply to debtor's opposition to claimant Santos Gonzalez Herrera's motion for reconsideration of order disallowing claim.

$6,840.00

$773.50 Review claims detail as updated by PG&E and compare to OCC plan details for treatment, including LC Bank application

$178.50 Review results of claims meeting with PG&E.

$178.50 Review materials obtained in claims meeting and development of presentation to creditors committee.

$714.00 Participate in meeting with PG&E staff and consultants to review claims status in case.

$714.00 Review deposition of Fong Wan and supporting exhibits re claims detail of generators. Review schedules and assess claims reserve, cash requirement for effective date.

$535.50 Review claims analysis for presentation to creditors committee meeting. Review underlying documents from Celerity.

$357.00 Review schedules on generator claims attached to Fong Wan deposition and reconcile categories to FTI summary.

$3,451.00

$365.50 Review and revise the claims presentation for updated claim totals.

$365.50 Reiss, Freddie SubTotal:

Reiss, Freddie 11/7/2002 1.5

$595 1.5

$892.50 Review claims analysis.

$892.50 Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal:

Sin, Theresa Young, Allison 8/13/2002 2.3

$185 8/14/2002 1.2

$185 8/22/2002 0.8

$185 8/23/2002 1.2

$185 5.5 8/11/2002 0.4

$425

$425.50 Review claims summary and search for J. Smurfit claim. Also check summary claims worksheet to changes made in detail.

$222.00 Review Electric Power Procurement claims detail.

$148.00 Review and organize claims detail to prep for Claims meeting.

$222.00 Attend claims meetings at PGE.

$1,017.50

$170.00 Review claim summary to respond to creditor question.

Tuesday, January 14,2003 Date "

Hours Billing Rate Fees -

Description Professional,.

Page 15 of 65

Professional

. Date Hours Billing Rate Fees Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison 8/11/2002 0.7 8/21/2002.

0.8 8/22/2002 0.9 8/23/2002 2

10/22/2002 0.7 11/6/2002 2.8 11/6/2002 1.6 11/6/2002 0.7 11/6/2002 3.1 11/6/2002 1.2 11/7/2002 0.8 11/7/2002 0.4 11/7/2002 2.4 11/13/2002 1.5 11/14/2002 0.5 11/21/2002 0.3

$425

$297.50 Reconclle claims in OCC POR to latest claim detail from PG&E.

$340.00 Review summaries of trade claims

$382.50 Review claim details In preparation for meeting with PG&E.

$850.00 Prepare for and attend meeting with PG&E personnel to discuss claims reconciliation/settlement process.

$297.50 Coordinate meeting with debtor for update on claims status.

$1,190.00 Update creditor recovery analyses based on new cash and claims data

$680.00 Review generator claims details

$297.50 Prepare for claims meeting with PG&E

$1,317.50 Create presentation to creditors on current claims status

$510.00 Attend meeting with PG&E on the danins reconciliation process

$340.00 Complete creditor recovery analysis

$170.00 Call with lathan Annand on pending claim Issues

$1,020.00 Finalize OCC presentation on the PG&E Claims analysis and email to committee

$637.50 Update cash and claims on comparable transaction analysis.

$212.50 Review expected environmental and litigation claim payments.

$127.50 Discuss generator claims with PG&E.

SubTotal:

Young, Allison Total: Claims Anays Is Task Code:

Coordinating with Debtor Lumsden, Tom 10/16/2002 0.2

$595

$119.00 SubTotal:

Lumsden, Tom 0.2 Young, Allison Young, Allison Tuesday, January 14,2003 9/11/2002 0.5

$425 10/23/2002 0.4

$425

$212.50

$170.00 Telephone call with K. Boyle re FTI invoice.

$119.00 Coordinate with PG&E on new data requests.

Coordinate data exchange with debtor.

Page 16 of 65 Description 20.8

$8,840.00 40650 A* "IS"

Professional Date Hours Billing Rate Fees Description SubTotal:

Young, Allison Total: Coordinating with Debtor 0.9 1.1

. $501.50 Task Code:

CPUC Review Hamilton, Mike Hamilton, Mike 8/9/2002 0.4

$640 8/20/2002 1

$640 Hamilton, Mike 8/2312002 Hamilton, Mike 8/27/2002 Hamilton, Mike 8/27/2002 SubTotal:

Hamilton, Mike Ho, Rocky 8/16/2002 Ho, Rocky 8/26/2002 Ho, Rocky 9/10/2002 9/1312002 9/13/2002 9/17/2002 11/5/2002 11/27/2002 11/29/2002 Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky SubTotal:

Ho, Rocky Kitchin, Jennifer Tuesday, January 14, 2003 0.5 0.4

$640

$640 1.1

$640 3.4 0.8

$475 0.8

$475 0.6 1.1 1.4 0.8 0.8 1.1

$475

$475 8.2 8/22/2002 1.4

$425

$256.00 Creditors' Committee conference call with J. Wilson, S. Victor of Chanin to go over model Issues in the CPUC plan.

$640.00 Call with.UBS, CPUC staff lawyer, the CPUC bankruptcy counsel, Milbank, and Saybrook to discuss where the plan stands and the design of the securities to be issued under the CPUC POR.

$320.00 Listen to replay of the CPUC press conference.

$256.00 Participate In conference call with Milbank, Saybrook, CPUC, UBS, and Paul Weiss to discuss answers to Jim Lopes' questions on the Plan.

$704.00 Work on draft of response to Jim Lopes' questions on the CPUC plan.

$2,176.00

$380.00 Review status update re:negotiations with CPUC on plan alternatives.

$380.00 Review debtor's letter requesting financial information to altemative plan projections.

$380.00 Review CPUC memo on Direct Access charges response to various objections to the proposed surcharge methodology.

$285.00 Review debtor's proposed 2003 DWR revenue allocation methodology to the PUC.

$522.50 Review and analyze CPUC's decision re: ISO disputed charges between PG&E and the PUC.

$665.00 Review motion on direct access fees and related issues - PG&E and SCE.

$380.00 Review and analyze recent CPUC rulings and future calendar of events.

$380.00 Review and analyze J Lo's testimony re:headroom calculation of $2.1B.

$522.50 Review and analyze TRA / regulatory impact based on CPUC and debtors expert witnesses.

$n,895.00

$595.00 Review CPUC 8/21 Gottstein Interim Order.

Page 17 of 65 Description Date Hours Billing Rate Fees S...... P rofessio n a l

Professional Date Hours Billing Rate Fees Description Kitchin, Jennifer 8/22/2002 Kitchin, Jennifer 8/27/2002 Kitchin, Jennifer 8/27/2002 Kitchln, Jennifer 8/27/2002 Kitchin, Jennifer 8/28/2002 Kitchln, Jennifer 8/28/2002 Kitchin, Jennifer 8/30/2002 Kitchin, Jennifer 9/6/2002 Kitchin, Jennifer 9/16/2002 SubTotal:

Kitchin, Jennifer Lumsden, Tom 8/5/2002 Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 8/26/2002 9/18/2002 9/19/2002 9/26/2002 9/26/2002 9/27/2002 9/30/2002 9/30/2002 10/15/2002 1.2 0.7 0.5 0.2 0.2 0.8 0.4 0.2 0.3

$425

$425 5.9 1

$595 0.8 1.2 1.7 0.5 0.9 1.1 0.9 0.6 0.9

$595

$595 10/25/2002 0.7

$595

$510.00 Usten to CPUC Press Conference.

$297.50 Review Debtors preliminary questions re: CPUC Reorganization Agreement.

$212.50 Review email comments on draft response to Debtor's questions.

$85.00 Draft amendments to responses to Debtor's questions.

$85.00 Review financials supporting response to Debtor's questions.

$340.00 Review 8/27 email revisions to response to Debtors questions.

$170.00 Review CPUC website for latest filings.

$85.00 Review email re: UBS retention.

$127.50 Review email correspondence re: CPUC regulatory proceedings.

$2,507.50

$595.00 Participate In conference call with Chanin representatives and J. Wilson re proposed changes to CPUC plan structure.

$476.00 Review PG&E and OCC plan data re regulatory Issues.

$714.00 Review CPUC order on Interim procurement of DWR net short for SCE and PG&E

$1,011.50 Continued review of commission staff analysis of net short procurement Interim order.

$297.50 Discussions with G. Cohen re alternatives to 9th Circuit Court decision on plans for PG&E.

$535.50 Read CPUC decision re GRC review and Impact on rates and return.

$654.50 Review CPUC decision re net short and IOU's purchasing with DWR dated 8-22-02

$535.50 Review CPUC materials and research net short purchasing options for PG&E.

$357.00 Telephone call with P. Douglas of CPUC re questions on URG segments of OCC model.

$535.50 Review CPUC decision on rate of return for PG&E for 2003. Research filings for PG&E data Included In rate base for 2003 filing.

$416.50 Discussion with P. Clannon of CPUC re procurement orders by CPUC and Impact on DWR, contracts, net short and risk to PG&E.

Tuesday, January 14,2003 Description Date Hours " Billing Rate

.Fees Professional Page 18 off65

Professional Date Hours Billing Rate Fees Description Lumsdeni Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lurnsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lurnsden, Tom Lumsden. Tom Lumsden. Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden. Tom 10/27/2002 1.5

$595 10128/2002 0.9

$595 10/28/2002 1.2

$595 10/28/2002 0.7

$595 11/6/2002 1.1

$595 11/6/2002 1.2

$595 11M7/2002 1.1

$595 11/7/2002 11/8/2002 0.4 0.9

$595

$595 11/9/2002 1.6

$595 11*0/2002 1.5

$595 11/10/2002 11/10/2002 11/12/2002 11/12/2002 11/13/2002 11/13/2002 11/13/2002 1.1 0.9 0.5 0.3 1.1 0.7 0.7

$595

$595 11/13/2002 0.6

$595

$892.50 Review procurement order of CPUC as it affects PG&E in purchasing net short beginning Jan 2003.

$535.50 Review CPUC order on DWR contract allocation among PG&E, SCE and SDG&E for 2002.

$714.00 Review CPUC order on URG and trace to rate base in UBS model.

$416.50 Review CPUC order on assignment of operational authority to PG&E for DWR contracts.

$654.50 Review listings and details of recent CPUC filings, including procurement issues.

$714.00 Review declaration and exhibits of PG&E expert from SG Cowan on feasibility of Joint Plan.

$654.50 Review Standard and Poors presentation materials prepared by CPUC for Creditors Committee meeting discussion. Review of underlying CPUC decisions on same.

$238.00 Review CPUC actions of Nov 7.

$535.50 Review email from E. Fee re surcharge for Direct Access and review reports from TURN on same.

Assess Impact on plan projections.

$952.00 Review motions and filings by PG&E re procurement of net short and CPUC decisions to support same.

Review declarations to support motion.

$892.50 Review Edison filing with Calif Supreme Court re 9th circuit decision. Assess Impact on CPUC authority Issue and affect on rate setting by CPUC re headroom retention.

$654.50 Review CPUC filing with California Supreme Court re 9th Circuit decision on Lynch case.

$535.50 Review sections of AB 1890 and Calif Public Utility Code on authority of commission re rate changes and Impact on headroom cash.

$297.50 Review files on 9th Circuit decision pertaining to aspects of filed rate case.

$178.50 Telephone call with E. Fee re filed rate case and alternatives re CPUC authority.

$654.50 Review PUC code section 840-847 for support re financing orders.

$416.50 Review CPUC decision of November 7, 2002 re financing of Joint Plan.

$416.50 Review FTCR filing in SCE vs. Lynch dated November 5, 2002.

$357.00 Review portion of Judge Walker ruling on filed rate case.

Tuesday, January 14, 2003 Description Date Hours Billing Rate Fees Professional Page 19 of 65

Lumsden, Torn 11/13/2002 0.8

$595

$476.00 Review public utility code section 850-859 re lien restrictions on stock of utility re PG&E Corp.

Lumsden, Tom 11/13/2002 0.5

$595

$297.50 Review section 381 of public utility code for joint plan authority Issues.

Lumsden, Tom 11/13/2002 1.5

$595

$892.50 Review sections of Public Utility code section 399; section 701; section 728; and section 1708 for preparation for confirmation hearing.

Lumsden, Tom 11/14/2002 1.8

$595

$1,071.00 Review Public Utility Code section 330-355 re restructuring to assess CTC recovery and legislation re CPUC authority.

Lumsden, Tom 11/15/2002 1.3

$595

$773.50 Review public utility code section 300-380 re restructuring of electricity market.

Lumsden, Tom 11/15/2002 0.4

$595

$238.00 Review Judge Walker decision on TURN appeal of SCE vs.Lynch settlement.

Lumsden, Tom 11/18/2002 0.9

$595

$535.50 Discussions with P.Aronzon, M. Diamond and CPUC counsel re PUC sections on authority of CPUC.

Lumsden, Tom 11/19/2002 1.4

$595

$833.00 Review Milbank memo on authority of CPUC re Reorg Agreement and POR.

Lumsden, Tom 11/19/2002 0.4

$595

$238.00 Read letter of G. Cohen on legal authority of CPUC sent to S&P.

Lumsden, Tom 11/26/2002 0.9

$595

$535.50 Review motion to resume power procurement and declaration of Roy Kuga.

Lumsden, Tom 11/29/2002 2

$595

$1,190.00 Review TRA and TCBA and GMA account materials for each month.

Lumsden, Tom 11/29/2002 0.5

$595

$297.50 Telephone call with P. Aronzon re TCBA and TRA and filed rate settlement.

Lumsden, Tom 11/29/2002 2.2

$595

$1,309.00 Review TRA and TCBA write-ups, review PUC code sections on same In preparation for filed rate settlement testimony.

Lumsden, Tom 11/30/2002 3.4

$595

$2,023.00 Review TRA-TCBA and GMA accounts for 1999 2002 for each month, as filed with the CPUC, understand PG&E accounting and postings, summarize detail for analysis.

SubTotal:

Lurnsden, Tom 46.3

$27,548.50 Reiss, Freddie 9W3/2002 2.5

$595

$1,487.50 Read district court opinion on preemption; review final CPUC amendments Reiss, Freddie 9/4/2002 2

$595

$1,190.00 Additional review of Plan projections and CPUC plan update.

Reiss, Freddie 9/6/2002 0.9

$595

$535.50 Review UBS engagement.

Reiss, Freddie 9/9/2002 1

$595

$595.00 Review UBS letter; prepare for conference call.

Reiss, Freddie 9/10/2002 1

$595

$595.00 Review press release; update regarding UBS and plan Issues.

Tuesday, January 14,2003 Descri~ption Date Hours Billing Rate Fees Professional Page 20 of 65

Professional Dt or iln aeFe ecito Reiss, Freddie SubTotal:

Reiss, Freddie 1/20/2002 1.4

$595 8.8

$833.00 Listen in on CPUC court hearing.

$5,236.00 Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal: Sin, Theresa Young, Allison Young, Allison Young, Allison Tuesday, January 14,2003 8/14/2002 3.2

$185 8/15/2002 9/9/2002 9/12/2002 9/13/2002 10/28/2002 10/31/2002 11/1/2002 11/5/2002 11/6/2002 11/8/2002 11/14/2002 11/15/2002 11118/2002 11/21/2002 9/3/2002 9/9/2002 9/9/2002 2

5.6 2.5 4

1.9 1.2 1.7 3.5 0.3 1.6 1.3 1.9 2.5 0.4

$185

$185 33.6 0.7

$425 0.5

$425 1

$425

$592.00 Check on recent CPUC filings, review and summarize for group.

$370.00 Read and summarize recent CPUC filings from GRC proceedings.

$1,036.00 CPUC review, review update from CPUC proceedings. Review contract allocation info. for workshop on Thursday.

$462.50 Attend workshop for contract allocation, review brief on Gottstein decision, review notes from hearing.

$740.00 Review and summarize CPUC filings. Review recent events from GRC proceeding.

$351.50 Review and summarize recent CPUC filings.

$222.00 Search CPUC Agenda for upcoming hearings or meetings related to PG&E. Review special announcements.

$314.50 Review past filings, and items on the agenda for next week.

$647.50 Summarize recent CPUC filings to team (1). Also review proposals for R.02.01.011 and D.01-03-082 coming up in CPUC Agenda.

$55.50 Check Agenda for any changes to tomorrow's meeting.

$296.00 Follow-up on outcome of yesterday's CPUC meeting. Read note from Milbank and current announcements on CPUC website.

$240.50 Review recent filings with CPUC.

$351.50 CPUC Review - review recent filings.

$462.50 List various CPUC Law codes for T. Lumsden.

$74.00 Review filing on CPUC approved cap structure for PGE.

$6;216.00

$297.50 Review CPUC order on DWR contract allocations between the State's 3 IOU's.

$212.50 Review preliminary court filing on UBS retention.

$425.00 Review CPUC order on DWR contract allocation and try to tie with PwC's record of DWR contracts.

Page 21 of 65 Date

Hours Billing Rate Fees Description Professional

Professional D

Young, Allison Young, Allison 1

Young, Allison 11 Young, Allison SubTotal:

YOung, Total: CPUC Revi Task Code:

Ho, Rocky Ho, Rocky Ho, Rocky Ho. Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho. Rocky Tuesday, January 14,2003

te 9/10/2002 1/14/2002 1/14/2002 Hours 2.1 2.4 2.6 Billing Rate

$425

$425 11/20/2002 0.8

$425 rAllison 10.1 116.3 CPUC/OCC Plan of Reorganization 9/13/2002 1.3

$475 9/16/2002 9/23/2002 9/25/2002 10/18/2002 10/21/2002 10/23/2002 10/24/2002 10/29/2002 11/1/2002 11/5/2002 11/6/2002 11/6/2002 11/7/2002 11/7/2002 0.9 0.9 0.8 1.2 0.6 1.2 1.1 1.2 1.1 0.9 1.1 1.8 2.7 1.6

$475

$475 Fees

$892.50

$1,020.00

$1,105.00 Description Continue review of CPUC order to allocated DWR contracts and try to reconcile to CPUC data.

Research FTCR vs. Lynch Calculated cash at risk from unfavorable FTCR vs.

Lynch ruling.

$340.00 Discuss the CPUC's calculation of headroom In comparison to PG&E's and FTI's with J. Lo at CPUC.

$4,292.50

$51,871.50

$617.50

$427.50

$380.00

$570.00

$285.00

$570.00

$522.50

$570.00

$522.50

$427.50

$522.50

$855.00

$1,282.50

$760.00 Review draft of OCC Committee report re: co proponent of plan to be sent out to creditors.

Review revised draft of OCC report letter re: joint CPUC/OCC plan.

Review revised financial projections of Joint plan.

Review counsel's draft on Implications relating to the Turn appeals decision.

Review and analyze joint POR draft financial model prepared by UBS Warburg.

Review S&P comments re: California power sale.

Review draft presentation to ratings agency prepared by UBS Warburg ahead of confirmation hearings.

Review draft Integrated financial model re: joint POR, prepared by UBS Warburg.

Review materials prepared by UBS Warburg for the committee.

Review and analyze UBS financial Information prepared for the OCC.

Review and analyze Joint Plan's motion for re solicitation.

Review and analyze Joint Plan's filed Finding of Facts In support of the Confirmation Brief.

Review and analyze Joint Plan's Confirmation Brief and Memorandum of Points and Authority.

Review and analyze Joint Plan's POR dated November 6, 2002.

Review final draft of Joint Proponents application for resollcitatioln of votes.

Page 22 of 65

Professional Date Hours Billing Rate Fees Description Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky 11/11/2002 11/12/2002 11/12/2002 11/13/2002 11/13/2002 11/14/2002 11/15/2002 11/18/2002 11/19/2002 11/20/2002 11/20/2002 11/25/2002 2.3 2.3 1.1 1.7 2.2 1.4 0.8 1.1 0.9 2.1 1.2 1.5

$475

$475 11/29/2002 1.3

$475 SubTotal:

Ho, Rocky KMtchin, Jennifer 10/29/2002 SubTotal: Kitchin, Jenni Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 38.3 0.4

$425 ifer 0.4 9/4/2002 0.3

$595 9/4/2002 0.9

$595 9/4/2002 2.1

$595 9/10/2002 0.5

$595 Tuesday, January 14,2003

$1,092.50

$522.50

$807.50

$1,045.00

$665.00

$380.00

$522.50

$427.50

$997.50

$570.00

$712.50 Review and analyze PG&E's trial brief in opposition to the Joint Plan.

Review Kosturos deposition and prepare observations of the liquidation analysis.

Review Kosturos deposition and prepare observations regarding preference matters.

Review and comment on draft observations of the Kosturos liquidation / preference matters.

Review and analyze various expert reports (Patterson and Scotto) of ad-hoc financial committee's objection to Joint plan.

Review and analyze Hulse deposition in support of the Joint Plan.

Review and analyze data request from debtor re:Joint Plan.

Review Confirmation / trial summary of Joint Plan, Cohen testimony, etc.

Review and analyze various credit ratings agencies' indicative letters re:Joint Plan.

Review and analyze testimony of Walter Hulse, UBS Warburg in support of financing capabilities of the Joint CPUCIOCC Plan.

Review credit assessment reports from S&P and Fitch.

Review and analyze expert report of T Murphy, SG Barr Devlln, re:investment grade feasibility of CPUCI OCC plan.

$617.50 Review and analyze debtor's trial brief re:equity issues in opposition to the Joint Plan.

$18,192.50

$170.00 Review UBS plan email

$170.00

$178.50 Review UBS engagement letter modifications

$535.50 Review CPUC and PG&E materials and filings on plan re-solicitation, read UBS letter and chart on employmenL

$1,249.50 Attend hearing in court on plan re-solicitation and UBS retention, meet with P. Aronzon and discuss preemption Issues and impact of appeal orders.

$297.50 Review UBS engagement letter and edits to same for scope of work and fee structure, Page 23 of 65 Professional Date Hours Billing Rate Fees Description

Pmnfkdqonal Dt or iln ae Fe ecito Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom

.9/10/2002 9/11/2002 9/13/2002 9/13/2002 9/23/2002 0.3 0.4 0.3 0.4 1.3

$595

$595 9/30/2002 0.7

$595 10/1/2002 10/1/2002 10/1/2002 10/2/2002 10/3/2002 103/2002 10/4/2002 10/4/2002 10/7/2002 10/7/2002 10//2002 0.4 1.1 0.5 0.3 0.4 1.1 0.4 0.5 0.4 0.2 1.7

$595

$595 109/2002 0.5

$595 10/10/2002 1.6

$595

$178.50 Review re voting and re-solicitation.

$238.00 Review emails on solicitation challenges by CPUC from PG&E.

$178.50 Review re bondholder group questions on Joint plan

$238.00 Review motion by CPUC re vote re-solicitation.

$773.50 Review emails on UBS agreement, plan re solicitation, questions on plan structure and support for OCC modeling.

$416.50 Review ratings of Moodys and Fitch on DWR bonds and Impact on joint plan financing structure and market risk perception.

$238.00 Review emall questions from CPUC on modeling for joint plan, request for detail reconciliation

$654.50 Review joint plan model prepared by Fri and reconciliation of load, generation and procurement requested by CPUC and follow up on questions by CPUC.

$297.50 Telephone call with W. Hulse re UBS modeling and description of securities

$178.50 Review joint plan details and CPUC questions

$238.00 T/C P.Aronzon re joint plan details. CA agreement.

and next steps with UBS.

$654.50 Meet with UBS representatives re joint plan modeling and detail support for elements of PG&E POR for purposes of supporting joint plan modeling update

$238.00 Review draft of UBS engagement agreement.

$297.50 Prepare and format data for UBS for joint plan model update.

$238.00 Research FTI models and files on UBS Inquiry for backup on aspects of modeling, reconcile CPUC rate base.

$119.00 Review emalls from UBS on plan modeling and questions. Forward questions to A. Young.

$1,011.50 Review OCC financial models for research and reply to questions from UBS on joint plan modeling for securities design.

$297.50 Collect and review materials in preparation for meeting with UBS, telephone call with D. Kelly re arrangements for UBS.

$952.00 Meet with UBS staff representatives to review questions on modeling for PG&E In joint POR.

Discuss Issues and respond to support UBS modeling.

Page 24 of 65 Tuesday, January 14, 2003 Description Fees Date

.Hours Billing Rate Pra*f*.*.*ional

Profssinal ate Hour Bilin Rat Fes.Decritio Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 10/11/2002 0.4

$595 10/14/2002 10/1512002 10/16/2002 10/16/2002 10/18/2002 10/18/2002 10/21(2002 10/21/2002 10/21/2002 10/22/2002 10/22/2002 10/22/2002 10/23/2002 10/25/2002 10/25/2002 10/25/2002 10/25/2002 10/28/2002 0.2 0.5 0.2 0.2 0.3 0.2 0.7 0.6 0.6 2.2 0.7 2.5 1.6 2.5 0.6 2.8 0.4 0.5

$595

$595 10/3112002 1.5

$595

$238.00 Review responses to data requests from UBS and documents qualifying under subpoena request by PG&E.

$119.00 Telephone calls with J.Wilson on UBS questions on modeling and structure.

$297.50 Telephone call B.Lamb and J.Navarette re rate base and rate of return, treatment of RRB's in rate base calculations. Review CPUC decision on rate base for 2003.

$119.00 Follow-up with UBS on questions.

$119.00 Telephone. call with B. Lamb re rate base questions.

$178.50 Review results of conference call with UBS on joint plan securities design.

$119.00 Review emalls from P.Aronzon re progress with CPUC and meetings scheduled.

$416.50 Review UBS draft presentation for Fitch and comments on PG&E Plan.

$357.00 Draft email and comments to UBS on presentation package for Fitch. Email data.

$357.00 Review models of UBS on joint plan, compare to OCC models and data.

$1,309.00 Review UBS materials and model en route to Meetings with Fitch Ratings Agency

$416.50 Participate In pre-meeting preparation with UBS and CPUC representatives for Fitch presentation.

$1,487.50 Participate in meetings with Fitch representatives re Joint Plan with UBS, Saybrook, CPUC.

$952.00 Review UBS model update and compare with joint plan model and FTI models.

$1,487.50 Participate in meetings in NY with Moodys Ratings Agency on joint plan with UBS, CPUC, Saybrook and PwC.

$357.00 Participate In debriefing on S&P meeting with UBS, Saybrook, CPUC and PwC.

$1,666.00 Participate In presentations with S&P Ratings Agency In NY with UBS, CPUC, Saybrook and PwC.

$238.00 Debriefing discussion with UBS and CPUC on Moodys meeting.

$297.50 Telephone call with Ben Lamb of UBS re outline of UBS materials and distribution of same to OCC.

Discuss questions and topics for meeting.

$892.50 Participate in Fitch presentation by telephone with CPUC and Paul Weiss re legal issues In support of Joint Plan, address questions from Fitch.

Page 25 of 65 Tuesday, January'14, 2003 Date Hours Billing Rate Fees Description Professional

Professional Date Hours Billing Rate Fees Descrz:ption Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lurnsden, Tom Lunmsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lurnsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 10/31/2002 10/31/2002 11/1/2002 11/1/2002 11/1/2002 1

$595 1.1 1.4 0.4

,1.1

$595

$595 11/2002 1.1

$595 11/4/2002 11/4/2002 11/4/2002 11/5/2002 11/8/2002 11/8/2002 0.5 0.5 0.8 1.4 0.6 0.8

$595

$595 11/8/2002 0.8

$595 11/9/2002 11/8/2002 11/9/2002 11/11/2002 11/12/2002 11/12/2002 0.7 1.1 0.3 0.4 0.8 0.2

$595

$595 11112/2002 2.4

$595 Tuesday, January 14,2003 S$595.00 Participate In meeting with S&P by telephone with CPUC to outline legal issues and support for Joint plan.

$654.50 Review CPUC quartedy presentation matedals for meeting with S&P, T/C J. Wilson re same.

$833.00 Review Kosturas deposition comments from R. Ho.

Review Kosturas depo data and expert reporL.

$238.00 Discuss Moody's ratings agency comments with Mike Hamilton and follow-up up on data requests.

$654.50 Review deposition and expert report of Oglemander re ratings agency determination. Prepare comments to legal counsel on same.

$654.50 Participate in conference call with Moody's on meeting with CPUC legal team and address authority and terms of Joint POR.

$297.50 Telephone call with J. Wilson and M. Hamilton re S&P meeting comments and follow-up.

$297.50 Telephone call with P.Aronzon and B. Hermann re liquidation analysis and alternate views for best Interests test.

$476.00 Review PG&E deposition list on Milbank website and review notes on K. Harvey deposition.

$833.00 Prepare draft of workplan for confirmation hearing, research brief and filings for same.

$357.00 Review materials on preference solicitation vote.

$476.00 Review workplan re confirmation hearing and support analysis for plan confirmation hearing and review of expert reports and depositions.

$476.00 Download joint plan confirmation filing documents and motions for re-solicitation for preference, review these documents.

$416.50 Review CPUC materials on findings of fact for confirmation of Joint Plan.

$654.50 Review CPUC confirmation brief document.

$178.50 Review summary of depositions of experts and

- request transcripts for review.

$238.00 Review PG&E filings In opposition to Joint Plan confirmation.

$476.00 Review of PG&E objections to joint plan. Discuss aitemative arguments and support.

$119.00 Telephone call with D. Bodek at S&P re data request.

$1,428.00 Draft reply on best Interests test objections of PG&E to joint plan. Direct valuation of Joint Plan equity based on transactions and market trading multiples.

Page 26 of 65 Fees Description

Date Hours Billing Rate Professional

Professional Date Hours Billing Rate Fees Description Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Tuesday, January 14,2003 11/12/2002 1

$595

$595.00 Review Kosturas deposition transcript and lift out comments and findings for CPUC follow-up. Prepare memo on same.

11/12/2002 1.7

$595

$1,011.50 Review and critique PG&E objections to joint plan and brief. Prepare notes for follow-up.

11/12/2002 0.4

$595

$238.00 Telephone calls and emails with S. Victor re preparation of reply brief.

11/12/2002 0.3

$595

$178.50 Telephone call with M. Hamilton and J. Wilson re PG&E objections to joint plan.

11113/2002 1.2

$595

$714.00 Review bilateral contract data and rate base and discuss reconciliation of UBS and PG&E numbers in telephone calls with G. Navarette and J. Colella.

11/13/2002 1.3

$595

$773.50 Review Ad Hoc committee expert reports In opposition to Joint Plan by Patterson and Scotto.

11/14/2002 0.6

$595

$357.00 Review deposition of W. Hulse and notes re financial projections prepared by UBS.

11/15/2002 0.5

$595

$297.50 Telephone call with M. Hamilton re application of SOP 90-7 on reorg accounting and discuss Illinova quasi reorg treatment.

11/15/2002 0.4

$595

$238.00 Telephone call with P.Aronzon re confirmation hearing schedule and testimony requirements.

11/15/2002 1.3

$595

$773.50 Review Ken Crews deposition of UBS re joint plan projections, feasibility and scope of work.

11/15/2002 0.6

$595

$357.00 Telephone call with J.Wilson re J. Rosenthal deposition details and UBS modeling questions.

Discuss confirmation hearing schedule.

11/17/2002 0.6

$595

$357.00 Review emails and reply to inquiry on document production on capex detail, FTI modeling.

11/17/2002 2

$595

$1,190.00 Review CPUC trial brief and support for confirmation of Joint Plan.

11/1712002 1.2

$595

$714.00 Review PG&E trial brief on opposition to Joint Plan to summarize points.

11/18/2002 6.1

$595

$3,629.50 Participate in Joint Plan confirmation hearing in SF Bankruptcy Court. Procedural scheduling matters and opening statements. Direct testimony of G.

Cohen.

11/18/2002 0.4

$595

$238.00 Assemble materials for confirmation hearing trial.

11/18/2002 1.7

$595

$1,011.50 Review CPUC filings for joint plan, review Fitch credit assessment letter, review draft letter to S&P re legal opinion of CPUC.

11/19/2002 3

$595

$1,785.00 Attend confirmation hearing on Joint Plan including Jeanette Low testimony on headroom, S. Victor examination re plan history, and Elliott cross re FERC Sec 203 authority.

11/19/2002 0.4

$595

$238.00 Review/draft workplan for confirmation hearing.

Page 27 of 65 Hours Billing Rate Fees *"

Description Professional Date

Professional Dt or iln aeFe ecito Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 11/19/2002 3.3

$595 11/20/2002 0.4

$595

$1,963.50 Attend confirmation hearing on Joint Plan, G. Cohen testimony and cross examination. Review CPUC*

code sections and estimates of excess cash from headroom.

$238.00 Meet with Milbank counsel and provide'capex analysis for discussion.

11/20/2002 2.9

$595

$1,725.50 Attend confirmation hearing on Joint Plan. W. Hulse testimony, review article on Calif Supreme Court accepting Issue on FTCR v. Lynch, review term sheets of UBS on securities.

11/20/2002 3.9

$595

$2,320.50 Attend confirmation hearing on Joint Plan, W. Hulse testimony on UBS model and financing feasibility.

Analyze detail of PG&E POR projections update Nov 2002.

Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Tuesday, January 14, 2003 11/21/2002 1.1

$595 11/21/2002 3

$595 11/21/2002 3.4

$595 11/21/2002 0.9

$595 11/22/2002 0.8

$595

$654.50 Meet with counsel from Milbank and for CPUC re address reply to Rule 52 motion.

$1,785.00 Participate In confirmation trial re Joint Plan. J.

Wilson testimony, Rule 52 motion for dismissal.

Review TRA-TCBA analysis.

$2,023.00 Attend confirmation trial on Joint Plan re D. Long, Prof. Baghwat, and J. Wilson testimony. Review and edit parent cash flow and debt analysis.

$535.50 Review capex analysis of PG&E Nov 2002 POR projections and underlying detail. Outline exhibit preparation for confirmation hearing re capex financing, detail comparisons, and headroom.

$476.00 Review workplan including headroom, capex, Lynch decision refund, filed rate settlement, unrecovered procurement amount, rate impact of capex levels.

11/22/2002 3.6

$595

$2,142.00 Attend court hearing on Rule 52 motion In Joint Plan for PG&E.

11/23/2002 2.3

$595

$1,368.50 Review materials for support of joint plan, Including capex analysis for each disaggregated company and funding altematives for greater levels, review valuation of equity under joint plan, review comparables.

S1/24/2002 4.5

$595

$2,677.50 Meet with attorneys for CPUC and Milbank re strategy and analysis of filed rate case damages and settlement value, liquidation assessment, value of joint plan equity, and capex analysis.

11/25/2002

$595

$595.00 Meet with attorneys for CPUC and review capex analysis and exhibits prepared for trial.

11/25/2002 3.3

$595

$1,963.50 Attend court hearing on Rule 52 Motion decision and testimony of Mr. Murphy for PG&E.

11/25/2002 0.9

$595

$535.50 Review capex analysis on historic basis and comparisons of PG&E capex changes, format for exhbits for attorneys.

11/25/2002 3.8

$595

$2,261.00 Attend hearing on confirmation of Joint Plan re testimony of Mr. Murphy and Mr. Feter.

Page 28 of 65

Date Hours Billing Rate Fees.

Descrpin Professional

Date Hours Billing Rate Fees Description Lumsden, Tonm 1

Lumsden, Tom 1

Lumsden, Tom 11 Lumsden, Tom 11 Lumsden, Tom 11 SubTotal:

Lumsden, Tom Reiss, Freddie 10 Reiss, Freddie 10 Reiss, Freddie 1

Reiss, Freddie 11 Reiss, Freddie 1 I Reiss, Freddie 11/

Reiss, Freddie 1II Reiss, Freddie 1 1/

Reiss, Freddie 11I/

Reiss, Freddie 11/

Reiss, Freddie l11 Reiss, Freddie 111 Reiss, Freddie 11/

Reiss, Freddie 11, Tuesday, January 14,2003 1/26/2002 0.7

$595 1/26/2002 0.6

$595 1/26/2002 1/26/2002 0.8 2.7

$595

/27/2002 5.1

$595 126.6

/18/2002 0.9

$595

/29/2002 2.4

$595 1/8/2002 1

$595

/11/2002 0.5

$595

/12/2002 2.2

$595

/15/2002 1.8

$595

!18/2002 0.4

$595 18/2002 6.4

$595 I18/2002 0.2

$595

'19/2002 1

$595

'19/2002 4.9

$595 20/2002 0.5

$595 20/2002 2.8

$595 21/2002 3.9

$595

$416.50 Review materials on unrecovered procurement costs of PG&E and application of TCBA, TRA and GMA accounts.

$357.00 Telephone call with attorneys for CPUC re filed rate settlement testimony, obtaining documents and setting meeting for review of findings for Sunday evening.

$476.00 Review PG&E objection to solicitation of preference vote under Joint Plan.

$1,606.50 Attend hearing on confirmation of Joint Plan.

Testimony of PG&E Capex witnesses and filed rate experts.

$3,034.50 Review PG&E Joint Plan POR provisions re filed rate settlement, review testimony of K. Harvey, review TCBA and TRA schedules from April 2000 to Sept 2002. Develop understanding for testimony on settlement of filed rate case under Joint Plan.

$75,327.00

$535.50 Review UBS model produced to debtor, correspondence and review motions by debtor.

$1,428.00 Review data regarding plan projections and ratings meetings with Moody's, etc.

$595.00 Review pleadings regarding resolution of preference.

$297.50 Read counsel's motion on trial.

$1,309.00 Review PG&E trial brief. Review other pleadings and UBS analysis.

$1,071.00 Review trial brief and re solicitation pleadings.

$238.00 Read UBS highly confidential plan.

$3,808.00 Attend confirmation hearing by court conferencing.

$119.00 Read US Government objection to CPUC Plan.

$595.00 Read memo's from counsel regarding CPUC plan authority and CPUC opinion letter to rating agency.

$2,915.50 Listen to court confirmation hearing via Court Conferenclng.

$297.50 Read memo from counsel regarding trial and daily summary.

$1,666.00 Attend confirmation hearing through Court Conferencing.

$2,320.50 Attend confirmation hearing by court conferencing.

Page 29 of 65 Professional

Professional Date Hours Raiss, Freddie 11/22/2002 3.6 Reiss, Freddie 11/25/2002 0.3 Reiss, Freddie 11/27/2002

1.9 SubTotal

Reiss, Freddie Young, Allison 10/13/2002 0.7 Young, Allison 11/13/2002 3.8 Young, Allison 11/18/2002 0.8 Young, Allison 11/19/2002 1.6 Young, Allison 11/19/2002 1.3 Young, Allison 11/21/2002 0.8 Young, Allison 11/22/2002 2

Young, Allison 11/22/2002 1.2 Young, Allison 11/25/2002 2.8 Young, Allison 11/26/2002 3.8 Billing Rate

$595

$595 34.7

$425

$425 SubTotal:

Young, Allison 18.8 Total: CPUC/OCC Plan of Reorgan 218.8 Task Code:

DWR Contracts/Analysis Ho, Rocky 8/1/2002 0.5

$475 Ho, Rocky 9/27/2002 1

$475 SubTotal:

Ho, Rocky 1.5 Kitchin, Jennifer 8/21/2002 0.7

$425 Page 30 of 65 Tuesday, January 14,2003 Fees Description

$2,142.00 Attend conference hearing through Court Conferencing.

$178.50 Trial update.

$1,130.50 Trial update from counsel and review debtor pleadings.

$20,646.50

$297.50 Discuss UBS plan projections with UBS.

$1,615.00 Respond to questions from S&P on the CPUC4OCC POR.

$340.00 Reconcile PG&E Cap ex schedule to OCC/CPUC POR projections.

$680.00 Review CPUC's calculation of headroom and compare to FTI's.

$552.50 Calculate benefits of CPUC plan to PG&E equity holders.

$340.00 Work on analysis of rates In CPUC POR that are at risk of future CPUC commission adjustments.

$850.00 Evaluate / calculate ability of PG&E to fund cap ex through additional debt In CPUC/OCC POR.

$510.00 Update analysis of costs at risk from future CPUC commission decisions.

$1,190.00 Review and build pyramid of cost at risk from future CPUC commission reversals.

$1,615.00 Prepare analysis on funding of CPUC capital expenditures and forward with commentary to T.

Lumsden.

$7,990.00

$122,326.00

$237.50 Review DWR renegotiated contracts with long term suppliers.

$475.00 Review S&P presentation on the proposed California bond sale.

$712.50

$297.50 Review DWR filings.

Professional.

Date Hours Billing Rate Fees Description 8/22/2002 0.2

$425

$85.00 Call with Navigant to discuss DWR contract model Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer 1

1 1

8/2=/002 0.'2

$425

$85.00 Call with Navigant to discuss DWR contract model revisions.

8/2212002 0.8

$425

$340.00 Review DWR filings.

8/23/2002 0.4

$425

$170.00 Call with Navigant re: DWR Power Contract Modeling.

8/23/2002 1.4

$425

$595.00 Analyze DWR Power Contract Model.

8/30/2002 0.7

$425

$297.50 Review DWR website for new filings re: Generation Litigation Settlements.

9/4/2002 3.3

$425

$1,402.50 Research DWR Contract Model adjustments based on CPUC 8121 Interim Order re: DWR Contract Allocation.

9/6/2002 0.2

$425

$85.00 Review email re: CPUC DWR Revenue Requirement Workshop 916/2002 0.6

$425

$255.00 Discuss DWR Contract Allocation methodology.

9/9/2002 0.3

$425

$127.50 Discuss obtaining DWR information with P. Douglas at CPUC.

9/10/2002 0.2

$425

$85.00 Call with P. Douglas at CPUC re: obtaining DWR Contract Analyses.

9/10/2002 2.2

$425

$935.00 Review DWR website for standard NDA and ref.

Navigant NDA re: applicability to latest DWR contract analyses.

9/12/2002 0.2

$425

$85.00 Discuss conclusions from CPUC DWR Revenue Requirement Workshop.

9/17/2002 0.2

$425

$85.00 Call to MTHM re: DWR NDA to obtain Information.

11/7/2002 4.2

$425

$1,785.00 Research amendments to DWR Contracts 11/8/2002 4.8

$425

$2,040.00 Research DWR contract amendments 11/8/2002 0.3

$425

$127.50 Coordinate obtaining Navigant DWR Information 11/8/2002 1.3

$425

$552.50 Review DWR contracts summary 1/11/2002 1.1

$425

$467.50 Reviewed FTI DWR contract summary 1/13/2002 1.1

$425

$467.50 Review DWR payments in POR model 1/13/2002 0.9

$425

$382.50 Contact DWR/Navigant for NDA and access to model.

1/15/2002 0.4

$425

$170.00 Emails re: DWR/Navigant NDA 1/18/2002 1.7

$425

$722.50 DWR/Navigant NDA review/execution 11/20/2002 0.8

$425

$340.00 Emails re: NDA; calls re: model distribution Tuesday, January 14,2003 Date Hours Billing Rate Fees Description Professional.

Page 31of 65

Professional Kitchin, Jennifer 1

SubTotal:

Kitchin, Jennifer wae Hours. Billing Rate Fe ecito 1/21/2002 0.9

$425 28.9

$382.50 DWR contract model review

$12,282.50 Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Torn Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 8/20/2002 0.8

$595 8/20/2002 0.7

$595 8/21/2002 1.5

$595 8/28/2002

$595 8/29/2002 0.4

$595 8/29/2002 1.4

$595 8/30/2002 0.6

$595 9/3/2002 0.6

$595 9/302002 0.3

$595 9/1312002 0.7

$595 10/2/2002 0.8

$595 10/8/2002 0.8

$595 11/13/2002 0.5

$595 11114/2002 SubTotal: Lumnsden, Tom Tuesday, January 14,2003

$595 11.1

$476.00 Telephone calls with L. Engel, P. Aronzon re DWR contract changes and updates, Plan B proposals and FERC changes.

$416.50 Review DWR update to Revenue Requirement, press reports on contract modifications, review contract file, assess Impact to OCC and PG&E models

$892.50 Review DWR website update to Revenue Requirement for 2003 and evaluate methodology change on long and short term contract charges.

$595.00 Review notes on FERC proceeding and Impact on DWR revenue requirement, review DWR contracts file for parties Indicated as modifying contracts, review DWR update to RR for 2003.

$238.00 Review FERC proceedings and impact on DWR revenue requirement and sensitivity to OCC model for PG&E.

$833.00 Review DWR revenue requirement data on Impact on FERC refunds and contract modifications and alternate allocation methodologies.

$357.00 Review exhibits to DWR update to revenue requirement for 2003 to clarify allocation methodology treatment by DWR in this report.

$357.00 Read materials on FERC proceedings on generator contracts and modifications for certain contracting parties to DWR, impact on DWR contract obligations and plan numbers.

$178.50 Review notices on FERC hearings in state power contracts.

$416.50 Review update of DWR Revenue Requirement and correspondence on structure for revlew.

$476.00 Usten to press conference on DWR bond sale, comments on market and pricing

$476.00 Review emalls and press reports on DWR contracts and changes to files. Research potential impact for settlements on Contracts and revenue requirements for PG&E.

$297.50 Review reports on Williams settlement with State and modification to contract with DWR. Review contracts file.

$595.00 Review DWR website re modification to Williams contract on settlement for Impact on DWR long term contracts cash requirements.

$6,604.50 Page 32 of 65 Fees Description

Professional Date Hours Billing Rate Fees Description

$580.50 Review the DWR Contract model and revise to 9/4/2002 2.7

$215 9/5/2002 9/9/2002 9/13/2002 9/15/2002 3.1 0.9 0.8 6.5

$215

$215 Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan SubTotal:

Sin, Theresa Sin, Theresa Sin. Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa 11/11/2002 11/18/2002 11/21/2002 2.6 0.3 1.4

$185

$580.50 Review the DWR Contract model and revise to include for contract assignment.

$666.50 Review and revise the DWR contract model.

$193.50 Review the DWR Contract model.

$172.00 Review and revise the DWR Contract model.

$1,397.50 Create a reconciliation of the DWR Contract model to the DWR contract totals.

$236.50 Revise the reconciliation of the DWR Contract model and the DWR contract totals.

$344.00 Review of the PG&E DWR Contract Model.

$3,590.50

$518.00 Review FTI's DWR contracts model.

$333.00 Review DWR Bond offering: 2002A POS.

$647.50 Review CPUC website for recent announcements and search for DWR Bond offerings. Search on DWR website for allocation, Treasury's website for Prelim Official Stint and Official Stmt, contact Charles Fitzpatrick from Treasury.

$333.00 Receive DWR Official Strmt from Treasury, review

$6B Appendix A.

$92.50 Check DWR website and Treasury website for any updates on bond offerings.

$148.00 Review FTI's DWR Contracts model and check for last update with renegotiated contracts.

$795.50 Review DWR Bond OF and POS, print out and start worksheet on bond terms.

$203.50 Review M.Neis' summary of L-T DWR contracts in model. Find website for renegotiated contracts.

Contact Milbank to get access to Navigant model on contract allocation.

$203.50 Review FTI's DWR Contracts model and check for last update with renegotiated contracts.

$481.00 Review L-T DWR renegotiated contracts.

$55.50 Follow-up on NDA for DWR model

$259.00 Review DWR model from Navigant.

SubTotal: Sin, Theresa 22

$4,070.00 Tuesday, January 14,2003 Pertit, Ryan 9/16/2002 1.1

$215 11/8/2002 1.6

$215 16.7 9/12/2002 2.8

$185 10/24/2002 1.8

$185 10/24/2002 3.5

$185 10/25/2002 1.8

$185 11/5/2002 0.5

$185 11/7/2002 0.8

$185 11/7/2002 4.3

$185 11/8/2002 1.1

$185 Date Hours Billing Rate Fees Description Professional Page 33 of65

Professional Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison ate 9i13120O2 9/4/2002 9/5/2002 9/6/2002

)/1 1/2002

)/12/2002 V/16/2002 1/7/2002 SubTotal:

Young, Allison

9.3 Total

DWR Contracts/Analysis 89.5 Task Code:

Executory Contracts (QF)

Ho, Rocky 8/5/2002 0.7

$475 Ho, Rocky 8/22/2002 1.3

$475 Ho, Rocky 8/2512002 0.5

$475 Ho, Rocky 9/19/2002 1.2

$475 Ho, Rocky

.9/23/2002 2.1

$475 Ho, Rocky Ho, Rocky Ho, Rocky SubTotal:

9/24/2002 1.4

$475 9/24/2002 10/10/2002 Ho, Rocky 0.7 1.1

$475

$475 9

Page 34 of 65 Tuesday, January 14,2003 Hours 1.1 1.8 1.2 0.7 1.4 0.7 1.2 1.2 Billing Rate

$425

Fees, Description

$467.50 Model PG&E's projected share of DWR costs based on recent CPUC decision on direct allocation of DWR contracts.

$765.00 Review DWR contracts model to determine application of DWR contracts to PG&E.

$510.00 Continue review of DWR contracts model to determine costs to PG&E of CPUC order.

$297.50 Review model of DWR contract allocations to the California IOUs.

$595.00 Analyze allocation of contract costs and volumes between the States 3 IOU's.

$297.50 Review new information received from CPUC on DWR Contract allocations.

$510.00 Review DWR contract analysis and Impact of cash flows on OCC and PG&E PORs.

$510.00 Update DWR contract model with new information on bond payments and contract allocations

$3,952.50

$31,212.50

$332.50 Review certain OF capacity payment arrangements Bakerfield QFs.

$617.50 Review and analyze draft Stipulation to DAI Oildale Agreement.

$237.50 Respond to debtor regarding Issues with Oildale stipulation.

$570.00 Review and analyze debtor's proposed Ridgewood agreement.

$997.50 Review and analyze Sunnyside stipulated agreement with debtor - cost recovery, Jurisdiction and other potential Issues.

$665.00 Review and analyze stipulation and order authorizing compromise of claims with certain qualifying facilities and their assignee.

$332.50 Review stipulation between Sunnyside and debtor.

$522.50 Review and analyze various OF stipulated agreements.

$4,275.00

Professional Date Hours Billing Rate Fees Description Total: Executory Contracts (OF) 9

$4,275.00 Fee Application Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine Dolan, Catherine SubTotal:

Dolan, Cather Ho, Rocky "Ho, Rocky I

Ho. Rocky SubTotal:

Ho, Rocky Iking, Floris Iking, Rods SubTotal:

Iking, Rods Tuesday, January 14, 2003 8/1212002 1.9

$55

$104.50 Continue review of time detail for July.

8/12/2002 2.1

$55

$115.50 Start review of July time detail.

8/13/2002 2.6

$55

$143.00 Review time detail for adequate disclosure.

8/13/2002 1.4

$55

$77.00 Create expense summary.

8/1912002 3.1

$55

$170.50 Review of fee application details.

8/19/2002 0.9

$55

$49.50 Review remaining time details for adequate disclosure and compliance to bankruptcy court guidelines.

8/21/2002 2.6

$55

$143.00 Make changes to cover letter.

8/21/2002 3.4

$55

$187.00 Complete expense summary.

8/26/2002 2.9

$55

$159.50 Review time detail to ensure time billed Is in accordance with the Court allowance for compensable time and expenses.

8/26/2002 3.1

$55

$170.50 Review time detail summaries by staff and task code and prepare July's cover letter application.

8/27/2002 2.6

$55

$143.00 Create and review exhibits for July's cover letter application.

8/27/2002 2.4

$55

$132.00 Make final corrections to cover letter and prepare for submittal after final review.

29 3/2002 1.1

$475 0/2002 1.1

$475 6/2002 1

$475 3.2 D/2002 1.7

$290 2/2002 0.3

$290 2

$1,595.00

$522.50 Review draft and time detail exhibits re:4th Interim fee application.

$522.50 Prepare and review time detail descriptions for month ended October 2002.

$475.00 Review final draft October monthly fee application.

$1,520.00

$493.00 Finalize and file Monthly Fee Application for August 2002.

$87.00 Review fee application time detail for the period 9/1/02 - 9/30/02.

$580.00

'e 9/1 12 01/2*

9/3 10/2:

Page 35 of 65 Task Code:

Date Hours Billing Rate Fees Description Professional

Professional Date Hours Billing Rate Fees Description Lumsden, Tom 8/15/2002 Lumsden, Tom 9/10/2002 Lumsden, Tom 9/10/2002 Lumsden, Tom 9/13/2002 Lumsden, Tom 9/13/2002 Lumsden, Tom 10/31/2002 Lumsden, Tom 11/23/2002 SubTotal:

Lumsden, Tom Perfit, Ryan 9/4/2002 Perfit, Ryan 9/5/2002 Perfit, Ryan 9/5/2002 Pernft, Ryan 10/1/2002 Perfit, Ryan 11/26/2002 SubTotal:

Perfit, Ryan Sin, Theresa 8/23/2002 Sin, Theresa 8/23/2002 Sin, Theresa 9/6/2002 Sin, Theresa 9/13/2002 Sin, Theresa 9/23/2002 Sin, Theresa 9/24/2002 Sin, Theresa 9/24/2002 Sin, Theresa 9/25/2002 0.6 0.3 0.4 1.7 0.9 0.8 1.1

$595

$595 5.8 5.1

$215 1.2

$215 1.1

$215 2.2

$215 1.2

$215 10.8 1.6

$185 2.6

$185

'3.6

$185 2.9

$185 0.8

$185 1.3

$185 2.9

$185 1

$185

$357.00 Review PG&E fee statements and expenses for July.

$178.50 Review fourth interim fee application.

$238.00 Review fourth interim fee application for approval.

$1,011.50 Review fourth Interim fee application and edits.

$535.50 Sign and review exhibits to Interim fee application.

$476.00 Review and approve fee statement for September or FTI billing to PG&E.

$654.50 Review monthly fee statement for FTI for October 2002.

$3,451.00

$1,096.50 Accumulate and review time and expense for 4th Interim fee application for adequate disclosure.

$258.00 Accumulate and review time and expense for 4th Interim fee application for adequate disclosure.

$236.50 Accumulate and review time and expense for 4th Interim fee application for adequate disclosure.

$473.00 Complete the ASCII filing for the fourth Interim fee application.

$258.00 Make edits to the October fee application and fee application database.

$2,32.00

$296.00 Review and edit monthlycover letter.

$481.00 Review time and expense exhibits for monthly fee application.

$666.00 Review fee application exhibits for 4th Interim fee app.

$536.50 Prepare and file 4th Interim Fee application. Also create cover letter for Clara Strand Declaration.

$148.00 Review cover letter application for September, start time detail compilation.

$240.50 Review time detail submitted for Sept. cover letter application.

$536.50 Compile exhibits for Sept. cover letter application.

$185.00 Review cover letter application for September fee application.

Page 36 of 65 Tuesday, January 14, 2003

,-Date Hours Billing Rate Fees,

Description Professional

Professional Date Hours Billing Rate Fees Description Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin. Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal:

Sin, Theresa Young, Allison Young, Allison Tuesday, January 14,2003 9/25/2002 9/26/2002 9/27/2002 9/30/2002 9/30/2002 10/23/2002 10/25/2002 10/25/2002 10/28/2002 10/29/2002 10/30/2002 10/31/2002 11/15/2002 11/18/2002 11/19/2002 11/20/2002 11/20/2002 11/22/2002 1.3' 6.6 1.5 1.8 1.8 2.6 0.8 0.9 1.9 3.6 2.8 1.6 2.6 1.6 1.1 1.1 1.1 0.8

$185

$185'

$185

$185 52.2 8/27/2002 2

$425 9/4/2002 1.7

$425

$240.50 Create summary of professionals in-multiple meetings.

$1,221.00 Review time detail and expenses detail for adequate compliance with bankruptcy rules.

$277.50 Create meetings schedule from detail.

$333.00 Review status of Fourth Interim ASCII filing.

Contact P. Mathews regarding status.

$333.00 Make final edits to exhibits - time detail and write-off additional expenses. Make changes to cover letter.

$481.00 Compile time detail and expenses for monthly fee application. Create cover sheet

$148.00 Review Pitney Bowes expenses, make sure they are PGE related. Fee App review - for meetings with multiple professionals.

$166.50 Review time detail for meetings with multiple professionals.

$351.50 Review exhibits for fee application. Review PB invoices.

$666.00 Create cover letter. Check PGE Invoices and any recent payments for cover letter application. Call with C. Hostetler to confirm wire transfers.

$518.00 Review exhibits to fee app. Follow-up on retention order with Case Admin.

$296;00 Follow-up on status of FTI Retention Order - for Cover Letter application. Prepare and file September Fee App.

$481.00 FEE APP: print WIP, pull excel tile, create expense detail and compile time for Oct fee app submittal.

$296.00 Compile time and expenses to ensure adequate disclosure.

$203.50 Review expenses exhibit and write-offs.

$203.50 Work on cover letter and check with PGE on payments made to amend table in cover letter.

$203.50 Review time detail exhibits, check for meetings with multiple professionals.

$148.00 Confirm PGE payment for 4th Interim Holdback and make changes to cover letter

$9,657.00

$850.00 Review fee application time and expenses details and tie to monthly cover letter application.

$722.50 Review time and expense details for the fourth interim fee application.

Page 37 of 65 Description Fees Professional Date Hours Billing Rate

Professional Date Hours Billing Rate Fees Description

$255.00 Continue review of time and expense details for 4th Youhg, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young. Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison SubTotal:

Young, Allison Total: Fee Application

-9/5/2002 0.6 9/5/2002 2.7 9/6/2002 2.1 9/6/2002 3.7 9/9/2002 1.6 9/10/2002 0.7 9/12/2002 1.3 9/13/2002 2.5 9/26/2002 0.9 9/27/2002 1.3 10/31/2002 0.3 10/31/2002 2.5 11/2012002 0.3 1112012002 0.5 11/2112002 0.6 11/2212002 0.4 11/25/2002 0.3

$425

$425 26 129

$255.00 Continue review of time and expense details for 4th interim fee application.

$1,147.50 Begin to draft 4th Interim fee application.

$892.50 Create exhibit 4 - meetings with multiple PwC professionals for fee application.

$1,572.50 Continue draft of 4th interim fee application.

$680.00 Update 4th Interim fee application filing.

$297.50 Update fee application filing for 4th Interim fee application and exhibits.

$552.50 Update PG&E fee app for feedback from T. Lumsden review.

$1,062.50 Update PG&E fee app for feedback from T. Lumsden review.

$382.50 Review monthly cover letter time details.

$552.50 Review September cover letter application and supporting exhibits.

$127.50 Review September cover letter application.

$1,062.50 Review September cover letter application and supporting time and expense details.

$127.50 Review expense detail for the November cover letter application.

$212.50 Review time detail for November cover letter application.

$255.00 Review November cover letter application.

$170.00 Review adjusted cover letter application for October time period.

$127.50 Review and edit latest draft of November cover letter application.

$11,050.00

$30,175.00 Task Code:

FERC Review Ho, Rocky 8/13/2002 Ho, Rocky 8/22/2002 0.8 2.1

$475

$380.00 Review FERC actions on possible violations of the Western Energy Markets.

$997.50 Review draft' papers on reasonableness of bilateral agreements prepared by debtor, CPUC and staff proposed findings.

Page 38 of 65 Tuesday, January 14,2003 Desciption Date Hours Billing Rate Fees Professional

PrQfessional Date Hours Billing Rate Fees Description Ho, Rocky Ho. Rocky SubTotal:

Ho, Rocky Kitchin, Jennifer SubTotal: Kitchin, Jennifer 8/27/2002 1.2

ý

$475 10/12/2002 1.1

$475 5

8/29/2002 0.6

$425 0.6

$570.00 Review FERC proceedings on bilateral agreements testimony of debtor and cross examination by CPUC.

$522.50 Review initial draft decision re:power sales agreement between Genco and Disco.

$2,470.00

$255.00 Review FERC actions re: California Generator Utigation.

$255.00 Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom SubTotal:

Lumsden, Tom Young. Allison SubTotal:

Young, Allison Total: FERC Review 8113/2002 0.7

$595

$416.50 Review emalls and FERC orders on natural gas pricing in Calfomia and Sec 206 Investigations on PG&E and Enron.

8/29/2002 0.8

$595 9/3/2002 1.2

$595 9/24/2002 0.6

$595 11/11/2002 1.7

$595 11/14/2002 0.2

$595 5.2 11/11/2002 1.2

$425 1.2 12.2

$476.00 Review FERC proceedings on wholesale contract sale refunds and PG&E bilateral contract developments.

$714.00 Review PG&E materials on FERC hearings on bilateral contract and status of hearings.

$357.00 Review reports on status of FERC AUJ review of power contracts and market behavior by El Paso on pipeline operations.

$1,011.50 Review FERC proceedings summary on PG&E bilateral contract for Genco to assess comparable rate structure and assess Impact of FERC changes on Genco cash flows.

$119.00 Review FERC press reports on investigation of California power prices.

$3,094.00

$510.00 Review findings of FERC's preliminary ruling on PG&E bilateral contract.

$510.00

$6,329.00 Task Code:

Financial Statement Modeling 8/1/2002 1.4

$640

$896.00 Conference call with Chanin to go over financial models of creditors' proposal.

8/1/2002 1.6

$640

$1,024.00 Work on changes to model based on conference call.

8/2/2002 5.5

$640

$3,520.00 Work on OCC plan and model.

8/9/2002 1.1

$640

$704.00 Review financial model material to prepare for call with Chanin, et al.

Tuesday, January 14,2003 Hamilton, Mike Hamilton, Mike Hamilton, Mike Hamilton, Mike Date Hours Billing Rate Fees Description Professional Page 39 of 65

Professional Date Hours Billing Rate. Fees Description Hamilton, Mike 8/20/2002 1.5

$640

$960.00 Review certain Issues related to the model in preparation for a call to Chanin and CPUC staff.

SubTotal: Hamilton, Mike 11.1

$7,104.00 Ho, Rocky Ho, Rocky SubTotal:

HO, Rocky Kltchln, Jennifer 11/21/2002 1.3

$475 11/25/2002 0.9

$475 2.2 8/1/2002 2.9 Kltchin, Jennifer 8/2/2002 3.5 Kltchin, Jennifer 8/5/2002 0.6 Kitchin, Jennifer 815/2002 2.7 Kitchin, Jennifer 8/6/2002 2.8 Kitchin, Jennifer 8/15/2002 3.1 Kitchin, Jennifer 8/19/2002 1.6 Kitchin, Jennifer 8/19/2002 3.2 Kitchin, Jennifer 8/19/2002 0.7 Kitchin, Jennifer 8/2012002 2.9 Kitchin, Jennifer 8/20/2002

0.9 SubTotal

Iftchkn, Jennifer Lumsden, Tom 8/2=2002 2.3 Lumsden. Tom Lumsden, TOm Lumsden, Tom 8/4/2002 0.9 8/8/2002 1.3 8/9/2002 2.1

$425

$425 24.9

$617.50 Review and analyze UBS model re:capex projections.

$427.50 Review UBS Warburg financial model re:JoInt Plan Issues, emphasis on capex estimations.

$1,045.00

$1,232.50 Revise OCC plan model to Incorporate Saybrook/Chanin conference call points.

$1,487.50 Review and edit OCC model revisions.

$255.00 Revise OCC model to send to Chanin.

$1,147.50 OCC plan model revisions.

$1,190.00 Implement changes to OCC plan model from call with OCC.

$1,317.50 Review and amend OCC plan model.

$680.00 Explain amendments to OCC model.

$1,360.00 Amend OCC model for changes to rate structure from CPUC comments.

$297.50 Reassess load and source assumptions In OCC Model.

$1,232.50 Prepare backup assumptions to OCC Model to send to CPUC.

$382.50 Prepare revisions to OCC model to send to Chanin.

$10,582.50

$595

$1,368.50 Review and edit detail support schedules of OCC plan model and compare to PG&E underlying support data, reconcile cash position, DWR payments, and URG amounts.

$595

$535.50 Reconcile rate base detail for Generation assets with revenue treatment In OCC plan models.

$595

$773.50 Work on changes to model for rate of return and generation rate headroom and reconciliations to PG&E.

$595

$1,249.50 Work on modifications to modeling for OCC plan version, focusing on development of ACA account and reconciliation to PG&E IOQ for 6-30-02 data.

Page 40 of 65 Tuesday, January 14, 2003

Professional Date Hours Billing Rate Fees Description 8/15/2002 2.6

$595

$1,547.00 Review OCC plan models and develop detail for DWR power pass thru for each year to link to 2002 2003 and forward DWR updates of revenue requirement.

Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom SubTotal: Lumsden, Tom Perfit, Ryan Perfit, Ryan Pertit, Ryan Perfit, Ryan 8/15/2002 0.4

$595

$238.00 Review treatment of LC bank class and options for credit support.

8/22/2002 2.1

$595

$1,249.50 Format models for public information on generation costs, energy rates, and DWR revenue requirement for CPUC staff requests.

8/23/2002 0.2

$595 10/8/2002 0.8

$595 10/31/2002 0.6

$595' 11/13/2002 0.4

$595 11/15/2002 1.6

$595 11/15/2002 0.4

$595 11/17/2002 0.6

$595 11/19/2002 1.3

$595 11/26/2002 0.5

$595 18.1 11/13/2002 3.6

$215 11/13/2002 1.9

$215 11/14/2002 3.9

$215 11/14/2002 4.4

$215

$119.00 Review plan model questions.

$476.00 Model UBS scenarios into OCC model templates to test feasibility against FTi assumptions.

$357.00 Review notes from deposition of W. Campbell, send questions to A. Young re cash projection and update of claims analysis.

$238.00 Review DWR revenue requirement notes and review PG&E URG decision for impact on rate base adjustment for UBS plan modeling.

$952.00 Review and compare PG&E updated projections and compare with old PG&E numbers, UBS projections, and DWR-Navigant data.

$238.00 Research accounting under SOP 90.7 for Joint plan modeling.

$357.00 Review PG&E capex schedules and historic capex use to assess FTI adjustments to PG&E projections.

Overlay new capex numbers from W. Campbell deposition.

$773.50 Review capex analysis and work plan for comparison of PG&E updated numbers with UBS model and old PG&E numbers.

$297.50 Review modeling of cost structure of PG&E under Joint Plan to delineate costs subject to change by CPUC in Pyramid format.

$10,769.50

$774.00 Create an analysis model for the November 2002 PG&E Plan of Reorganization for the Distribution Debtor entity.

$408.50 Create an analysis model for the November 2002 PG&E Plan of Reorganization for the Generation Debtor entity.

$838.50 Create an analysis model for the November 2002 PG&E Plan of Reorganization for the Gas Transmission Debtor entity.

$946.00 Create an analysis model for the November 2002 PG&E Plan of Reorganization for the Electric Transmission Debtor entity.

Tuesday, January 14, 2003 Lumsden, Tor6 Professional Date Hours Billing Rate Fees Description Page 41 of 65

Professional Dt or iln aeFe ecito Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit. Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan SubTotal: Perfit, Ryan Sin, Theresa Sin, Theresa Sin, Theresa 11/14/2002 1.9 1 $215 11/18/2002 11/19/2002 11/19/2002 11/20/2002 11/20/2002 11/21/2002 11/21/2002 11/22/2002 11/22/2002 11/22/2002 11/25/2002 11/25/2002 11/26/2002 8/1/2002 8/1/2002 8/1/2002 5.5 5.5 3.9 5

6.4 3.9 2.4 2

1.1 2.3 2.9 1.9 7.9

$215

$215 66.4 3.6

$185 2.3

$185 3.4

$185 SubTotal:

Sin, Theresa Young, Allison Young, Allison Young, Allison 9.3 8/1/2002 0.8

$425 8/5/2002 3.3

$425 8/6/2002 1.6

$425

$1,720.50

$340.00 Review and QC updates to OCC POR plan projections.

$1,402.50 Review and OC updates to OCC POR model.

$680.00 Review and update PG&E POR model.

Page 42 of 65 Tuesday, January 14,2003 Fees Description Date.

Hours, Billing Rate Professional

$408.50 Continue to create an analysis model for the November 2002 PG&E Plan of Reorganization for the Generation Debtor entity.

$1,182.50 Review the PG&E POR model load and price assumptions.

$1,182.50 Create a schedule to analyze the Cap Ex projections In the PG&E POR Model.

$838.50 Revise Cap Ex projections analysis.

$1,075.00 Create a schedule to analyze the Cap Ex projections in the PG&E POR Model.

$1,376.00 Create a schedule to reconcile the Cap Ex projections In the PG&E POR Model to the entity detail.

$838.50 Prepare a schedule analyzing excess capital

$516.00 Research electric customer statistics.

$430.00 POR and CapEx Analysis.

$236.50 Research electric customer statistics.

$494.50 Review the PG&E POR model volume and price assumptions.

$623.50 Research transmission project expenses and approvals.

$408.50 Review the PG&E POR model volume and price assumptions.

1,698.50 Revise Plan of Reorganization and Capital Expenditure modeling.

$14,276.00

$666.00 Compile data used to support OCC model.

$425.50 Review FERC 1 forms and GRC filings for support used In Plan model.

$629.00 Review and research data for Transmission sales portion of the model.

Professional Date Hours Billing Rate Fees Description Young. Allison Young. Allison Young. Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison 8/7/2002 8/8/2002 8/8/2002 8/8/2002 8/912002 819/2002 8/12/2002 8/12/2002 9118/2002 9/25/2002 2.4 3.1 2.7 4.8 3

3.1 2.1 1.5 0.6 2.7

$425

$425 10/24/2002 3.9

$425 10/24/2002 2.7

$425 SubTotal:

Young, Allison 38.3 Total: Financial Statement Mode/in 170.3 Task Code:

Financial Statements Amaya, Jennifer 10/29/2002 3.7

$275 Amaya. Jennifer Amaya, Jennifer SubTotal:

Amaya, Jennifer Kitchin, Jennifer 8/p Tuesday, January 14,2003 10/31/2002 11/5/2002 1.5 2.1

$275

$275 7.3 21/2002 1.1

$425

$1,020.00 Research public data for reasonabreness, of key assumptions in OCC POR model.

$1,317.50 Build a bridge between the PG&E POR headroom in rates to the headroom in the OCC rates.

$1,147.50 Review OCC POR model and calculate headroom in rates.

$2,040.00 Reconcile headroom in generation rates to headroom/under earnings in T&D operations. Tie to Income statement and PG&E POR earnings.

$1,275.00 Create analysis of ACA account amortization under OCC POR.

$1,317.50 Update POR model for new assumptions.

$892.50 Update OCC POR with latest claims details.

$637.50 OC model and check formulas.

$255.00 Review articles on PG&E's problems at NEG and their potential impact on the utility.

$1,147.50 Calculate FTI estimate of PG&E overcollections since 2001 and evaluate possible refund to ratepayers.

$1,657.50 Investigate risks to either POR if PG&E Corp. files bankruptcy.

$1,147.50 Research effect a PG&E Corporate bankruptcy would have on either reorg plan.

$16,277.50

$61,775.00

$1,017.50 Begin preparing summary of debt for PG&E Corporation, PG&E Company, and PG&E National Energy Group, Inc. in order to understand what obligations the creditors of the nondebtor could ask the debtor for repayment

$412.50 Complete debt summary schedule, including research on recent debt incurrence of $300M.

$577.50 Research debt covenants respective to PG&E Corp and NGE to determine potential issues of cross collateralization.

$2,007.50

$467.50 Review Debtor's financial statements, CPUC filings and DWR filings to assist in answering CPUC questions re: OCC model.

Page 43 of 65 Professional Date Hours Billing Rate Fees Description

Prnfainnai Date Hours Billing Rate Fees Description Kitchin, Jennifer 11/13/2002 Kitchin, Jennifer 11/14/2002 SubTotal:

Kitchin, Jenn Lumsden, Tom Lumsden, Tom 0.8

$425 2.3

$425 ifer 4.2 11/13/2002 0.8

$595 11/14/2002 1.9

$595 Lumsden, Tom 11/15/2002 SubTotal: Lutnsden, Tom Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal:

Sin, Theresa Young, Allison young, Allison Young, Alison Young. Allison Young, Allison Young, Alison Young, Alison 0.2

$595 2.9 11/8/2002 3.6

$185 11/12/2002 11114/2002 11/14/2002 11,15/2002 11/20/2002 1.6 0.4 2.6 2.1 2.1

$185

$185 12.4 11/13/2002 0.7

$425 11/13/2002 11/13/2002 11/15/2002 0.5 0.6 1.2

$425

$425 11119/2002 0.8

$425 11/20/2002 0.4

$425 11/22/2002 0.6

$425 SubTotal:

Young, Allison Total: Financial Statements Tuesday, January 14,2003 4.8 31.6

$2,040.00

$9,852.00 Page 44 of 65

$340.00 Review 9/30/02 100 debt disclosure

$977.50 Review 9/30/02 1OQ

$1,785.00

$476.00 Usten to 3rd quarter earnings release conference call with analysts and PG&E.

$1,130.50 Review press reports on PG&E 3rd Qtr results and review PG&E Form 100 for disclosure on utility related items.

$119.00 Review press reports on PG&E NEG default.

$1,725.50

$666.00 Research S&P and Moody's ratings for PGE Corp, NEG and Company debt. Print out 1 OK and start review to break down FTI's Debt Summary worksheet.

$296.00 Corp research - 8Ks, find new credit agreement.

$74.00 Print out original Indenture on convertable sub notes.

$481.00 Read PGE Sept 30 10Q

$388.50 Read terms of the Indenture for corp. debt summary.

$388.50 Finish summary of indenture for PGE Corp analysis.

$2,294.00

$297.50 Usten to replay of PG&E Investor call on the September 30 100.

$212.50 Review estimate of current PROACT balance In 100

$255.00 Review PG&E September 30 100.

$510.00 Review PG&E's 9130/02 0 for updates on company's status.

$340.00 Review PG&E's 100 filings.

$170.00 Continue review of PG&E's 9/30/02 100.

$255.00 Continue review of PG&E's 9.30.02 10Q.

.Date Hours Billing Rate Fees -....

Description

],-*/'p e ni,,71

Professional Date Hours Billing Rate Fees Description General Committee Matters 8/6/2002 1.5

$640 8/2112002 1

$640 Hamilton, Mike 8/26/2002 0.5

$640 SubTotal:

Hamilton, Mike 3

Ho, Rocky 9/612002 0.7

$475 Ho, Rocky 9/13/2002 0.7

$475 Ho, Rocky 9/30/2002 0.6

$475 Ho. Rocky 10/7/2002 1.2

$475 Ho, Rocky 10/10/2002 0.9

$475 Ho. Rocky 10/28/2002 0.8

$475 Ho, Rocky 10/29/2002 1.3

$475 Ho. Rocky Ho. Rocky Ho, Rocky SubTotal:

Ho, Rocky Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Tuesday, January 14,2003 11/7/2002 11/25/2002 11/2712002 8/21/2002 9/10/2002 9/11/2002 9/11/2002 9/25/2002 1.1 0.9 0.6

$475

$475 8.8 1

$425 0.6 0.3 2.8 1.1

$425

$425 Task Code:

Hamilton, Mike Hamilton, Mike

$960.00 Creditors' Committee conference call re status of OCC Plan

$640.00 Conference call with Committee members to bring them up to date on status of negotiations with the CPUC.

$320.00 Review OCC letter to unsecured creditors and send comments to Bob Moore.

$1,920.00

$332.50 Review various status emauls re: UBS retention issue and possible outcomes.

$332.50 Respond to CPUC inquiry regarding bank members that are creditors.

$285.00 Review various email correspondence on plan issues.

$570.00 Review counsel's memo on status of various POR issues and also review scheduling order.

$427.50 Review and respond to committee member's request to debtor's proposed capex plans.

$380.00 Review counsel's report and various emails re: status of case, focus on Warburg retention.

$617.50 Meeting with counsel (M Sorochinsky) to discuss status of various litigation / business operation motions and schedule of events.

$522.50 Partial attendance in full committee meeting to review regulatory status of debtor's plan.

$427.50 Review various emails and correspondence from committee professionals / members.

$285.00 Review various committee correspondences and emails re:status of case.

$4,180.00

$425.00 Participate in conference call to update OCC plan agreement.

$255.00 Review responses to bondholder questions for conference call.

$127.50 Follow-up discussion on questions from bondholder conference call.

$1,190.00 Participate in conference call with bondholders re:

questions on OCC/CPUC POR.

$467.50 Participate in conference call re: update for OCC.

Page 45 of 65 I I Date Hours Billing Rate Fees Description Professional

Description Professional Date Hours Billing Rate Fees Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer SubTotal:

K"ichin, Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tomn Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 11/19/2002 11/20/2002 11/21/2002 Jennifer 8/26/2002 9/20/2002 9/23/2002 9/25/2002 10/712002 10//2002 10/9/2002

-10/10/2002 10/24/2002 10/28/2002 10/28/2002 10/29/2002 11/7/2002 11/7/2002 11/1/2002 0.4

$425 0.7

$425 0.6

$425 7.5 0.2

$595 0.3

$595 1.1

$595 0.3

$595 0.4 1.4 0.3 0.3 0.3 3.1 0.5 3.5 0.6

$595

$170.00 Review emails re: confirmation hearings

$297.50 Review smalls re: confirm hearings

$255.00 Review emails re: confirm hearings

$3,187.50

$119.00 Telephone call with C. Strand re plan treatment re class claims.

$178.50 Review telephone messages and emalls re PG&E.

$178.50 Plan scheduling matters on case.

$654.50 Participate In PG&E committee call re 9th circuit decision and Impact. Address alternatives.

$178.50 Review emalls from Committee and court decision on scheduling for confirmation hearing.

$178.50 Telephone call with M. Diamond re PwC subpoena by PG&E and sourcing of documents through M.

Hamilton

$238.00 Telephone call with P.Aronzon and J. Rosenthal re prepare for Committee call.

$833.00 Conference call with Committee and UBS to outline joint plan developments and securities approach.

Discuss UBS roles.

$178.50 Telephone call with J. Gross re discovery for PwC.

$178.50 Telephone call with P. Aronzon and R. Moore re agenda and presentation for Committee meeting.

$178.50 Telephone call with Ed Feo re discussion on CPUC and FERC issues for OCC meeting.

1,844.50 Participate in meeting of Creditors Committee with UBS at FTI offices to address plan structure, securities and implementation.

$297.50 Review agenda for creditors committee meeting and assemble materials for same.

2,082.50 Participate In creditors committee meeting held at FTI offices.

$357.00 Telephone call with C.Strand re confirmation hearing schedule and Information for new revolver under Joint Plan SubTotal:

Lumsden, Tom Reiss, Freddie Tuesday, January 14,2003 12.9 8/6/2002 1.5

$595

$7,675.50

$892.50 Participate In call with OCC committee and counsel re OCC plan and rate agreement developments.

Page 46 of 65 Date Hours Billing Rate Fees Professional

Date Hours Billing Rate Fees Description Reiss, Freddie Reiss, Freddie Reiss, Freddie Reiss, Freddie 1

Reiss, Freddie 1

Reiss, Freddie I

Reiss, Freddie 14 Reiss, Freddie SubTotal: Reiss, Freddie Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison 9

Young, Allison Young, Allison 1

Young, Allison 1

Young, Allison 1(

Young, Allison 1

SubTotal:

Young, Allison Total: General Ca Task Code:

9/6/2002 9/11/2002 9/3o=2002 0/14/2002 0.6 1.5 0.2 1.4

$595

$595 0/15/2002 1.5

$595 0/24/2002 1.1

$595 0/29/2002 11/7/2002 3.1 2.5

$595

$595 13.4 1/21/2002 0.6

$425 9/9/2002 0.7

$425 1/16/2002 0.7

$425

/23/2002 1.4

$425 1/24/2002 2.9

$425

)/25/2002 1.1

$425 0/1/2002 0/9/2002 t2sr2m0 0.7 0.6 0.4

$425

$425 1/7/2002 1.7

$425 10.8 rnmittee Matters 56.4 Legislative Review

$357.00 Update regarding PGE/CPUC Plan status.

$892.50 Review correspondence from counsel and read press releases on case activities.

$119.00 Updates on case status.

$833.00 Review trial schedule and ability of FTI to serve as experts.

$892.50 Status update regarding trial issues. Review expert reports.

$654.50 Review correspondence from counsel, plan for CPUC PG&E, and OCC meetings.

$1,844.50 Creditors Committee Meeting.

$1,487.50 Creditors committee meeting with debtors.

$7,973.00

$255.00 Partial attendance on OCC conference call.

$297.50 Review emails on case updates

$297.50 Review emalls on proposed OCC court filings.

$595.00 Review latest emalls on court happenings related to the PG&E case.

$1,232.50 Review recent court orders with regard to the PG&E case and Milbank's summary of results.

$467.50 Participate in Committee conference re: court decision regarding the CPUC's settlement with SCE and potential impact on both POR's.

$297.50 Review update on case activity

$255.00 Review updates on case activity

$170.00 Review progress in case depositions and pending matters with Milbank.

$722.50 Participate in OCC meeting with PG&E on status of their Plan.

$4,5900oo

$29,526.00 Tuesday, January 14, 2003 Professional Page 47 of 65

Date 11/11/2002 Hours 2.5 Billing Rate

$425 Professional Ghazi, Maryam Ghazi, Maryam Ghazi, Maryam Ghazl, Maryam Ghazi, Maryam 11/12/2002 11/13/2002 11/13/2002 1.6 1.9 2.1

$425

$425 SubTotal:

Ghazi, Maryam 12.5 Lumsden, Tom 9/25/2002 1

$595 Lumsden, Tom 11/7/2002 0.3

$595 SubTotal:

Lumsden, Tom

1.3 Total

Legislative Review 13.8 Task Code:

OCC Plan of Reorganization Ho, Rocky 8/1/2002 1.2

$475 Ho, Rocky 8/1/2002 0.7

$475 Ho, Rocky 8/1/2002 1.1

$475 Ho, Rocky 8/1/2002 0.8

$475 Ho, Rocky 8/1/2002 1.5

$475 Ho. Rocky 8/2/2002 0.9

$475 Ho, Rocky 8(5/2002 1.1

$475 Ho, Rocky 8/6/2002 0.6

$475 Ho, Rocky 8/7/2002 0.4

$475 Ho, Rocky 8/8/2002 1.1

$475 Tuesday, January 14,2003 11112/2002 4.4

$425 Fees Description

$1,062.50 Review of supreme court documents dated 11/11/02, to determine how far back the law suit regarding the rate increase applies to.

$1,870.00 Find copies of PU sections 701,728,1708,399.2,;

letter filed by FTCR on 11/5, Drews deposition, Federal Power Act section 203, Judge Walker ruling 7/25/02, CPUC decision from 11/7/02

$680.00 Research legislative material as per Tom Lumsden's request.

$807.50 Find legislative material for T. Lumsden's review:

ab890 SECT398, PUC decision 00-06-040.

$892.50 Find legislative material for T. Lumsden's review:

PIER plan from 3/1/01, PUC section 330-398.5 and documents in puc a 02-05-022.

$5,312.50

$595.00 Review AB 1890 terms and potential for rate freeze end In light of 9th circuit decision.

$178.50 Review press reports and emails on Prop D results re SF distribution system.

$773.50

$6,086.00

$570.00 Review draft POR term changes to disclosure statement

$332.50 Review draft term sheet of alternative POR.

$522.50 Review revised financial projections on alternative POR.

$380.00 Review and analyze economic issues re:

confirmation matters.

$712.50 Review and analyze draft rate agreement with CPUC.

$427.50 Review capital assumption changes to alternative POR.

$522.50 Review revised term sheet and draft POR changes on alternative plan.

$285.00 Review blackline changes to alternative POR / DS.

$190.00 Review and analyze blackline changes to term sheet.

$522.50 Review blacklined reorganization agreement regarding alternative plan.

Page 48 of 65

Professional Date Hours Billing Rate Fees Description 8/9/2002 0.6

$475

$285.00 Review headroom assumption changes to alternative Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky SubTotal:

Ho, Rocky Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchln, Jennifer Tuesday, January 14,2003 24 8/12002 1.5

$425 8/5/2002 1.1

$425 8/7/2002 0.5

$425 8/7/2002 0.9

$425 8/7/2002 0.4

$425 8/14/2002 1.3

$425 8/16/2002 1.3

$425

$1 1,400.00

$637.50 Review OCC model assumptions.

$467.50 Conference call with Chanin to review OCC plan model changes.

$212.50 Review comments re: OCC plan model.

$382.50 Call with Chanin to explain assumptions underlying OCC plan model.

$170.00 Prepare OCC plan model to distribute to ChanlN/CPUC.

$552.50 Review revisions to Reorganization Agreement.

$552.50 Write up comments on review of Reorganization Agreement.

Page 49 of 65

.Date,

Hours Billing Rate Fees Description Professional plan projections.

8/1212002 0.7

$475

$332.50 Review latest blackline changes to term sheet 8/13/2002 1.3

$475

$617.50 Review and analyze redlined POR. term sheet and reorganization agreement.

8/1512002 0.8

$475

$380.00 Review capital refinancing changes to alternative plan financial projections.

8/20/2002 1.4

$475

$665.00 Review presentation material on alternative plan.

8/21/2002 0.8

$475

$380.00 Review headroom and capital refinancing changes based on latest discussions on alternative plan.

8/22/2002 1.2

$475

$570.00 Review final draft of term sheet and reorganization agreement with CPUC.

8/22/2002 1

$475

$475.00 Review CPUC Commission response to alternative plan - reorganization agreement vote.

8/26/2002 0.9

$475

$427.50 Review draft committee report re:aftematlve plan changes and possible resolicitation Issues.

8/26/2002 0.6

$475

$285.00 Review various committee member comments to draft supplemental Committee report re:altemative plan.

8/28/2002 1.1

$475

$522.50 Review draft motion on resolicitation of votes based on altemative plan.

8/29/2002 1.1

$475

$522.50 Review redline draft of latest amended plan and.

solicitation motion.

8/29/2002 0.6

$475

$285.00 Review revised draft of Committee recommendation re:alternative plan.

9/3/2002 2.5

$475

$1,187.50 Review final draft of Joint CPUC / OCC plan of reorganization and disclosure statement.

Professional Date Hours Billing Rate Fees Description

$425.00 Call with CPUC to discuss questions on 0CC plan Kitchin, Jennifer Kitchin, Jehnifar Kitchin. Jennifer Kitchin, Jennifer Kitchin, Jennifer 8/21/2002 8/23/2002 8/26/2002 8/26/2002 1.2 0.2 0.6

$425

$425 8/27/2002 0.4

$425 Kitchin, Jennifer 8/29/2002 Kitchin, Jennifer 9/3/2002 Kitchin, Jennifer 9/5/2002 Kitchin, Jennifer 9/17/2002 Kitchin, Jennifer 9/25/2002 SubTotal:

Kitchin, Jennifer Lumsden, Tom 8/2/2002 Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Tuesday, January 14,2003 815/2002 8/6/2002 8/6/2002 8/7/2002 8/9/2002 8/13/2002 8/13/2002 8/14/2002 1.2 0.2 0.8 0.3 0.3

$425

$425 13.2 1.6

$595 1

0.4 1.4 0.9 0.4 1.3 0.8 1.2

$595

$595 8/15/2002 0.3

$595

$425.00 Call with CPUC to discuss questions on OCC plan assumptions.

$510.00 Address CPUC questions on OCC POR.

$85.00 Review OCC comments re: Supplemental Report et.al.

$255.00 Review draft of Supplemental Report and Recommendations of the Committee re: CPUC/OCC Plan.

$170.00 Participate in conference call with OCC Professionals, Chanin, CPUC, UBS re: Debtors preliminary questions.

$510.00 Review First Amended OCC/CPUC Plan & Joint Resolicitation Motion.

$85.00 Review Chanin's questions re: OCC Plan Capital Structure

$340.00 Review Chanin's questions re: OCC Plan.

$127.50 Review OCC draft supplemental report and recommendations re: competing PORs.

$127.50 Review next steps re: OCC POR after 9th Circuit ruling.

$5,61o.oo

$952.00 Review financial modeling associated with OCC plan modifications, propose changes to structure and recovery elements.

$595.00 Review CPUC and OCC models and prepare for call regarding changes and impacts to each model

$238.00 Continue review of Plan models to assess potential for energy rate reduction, email comments.

$833.00 Review of latest OCC model version 6.8

$535.50 Prepare for and participate in conference call with Chanrn representatives re details of OCC plan modeling and reconciliation to CPUC plan models.

$238.00 Telephone call with S. Victor at Chanin re rate agreement modeling

$773.50 Review reorg agreement, term sheet and memo to committee on same.

$476.00 Review reorg agreement terms and Impact.

$714.00 Review further changes and developments to Reorg Agreement and term sheet and assess Impact on OCC plan models.

$178.50 Review detail of LC bank claims and segments.

Page 50 of 65 Date Hours Billing Rate Fees Professional Desciription

Profesiona Date HoursBillig.R.t..F...Desciptio Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumslden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 8/15/2002 1.1

$595

$654.50 Research alternatives to ACA account balance, including rate base adjusments and rate changes.

8/15/2002 0.4

$595

$238.00 Review class 5 treatment and alternatives for PG&E, CPUC and OCC plan treatment.

8/16/2002 0.8

$595

$476.00 Review questions from CPUC and Charin and OCC plan modeling.

8/20/2002 1.2

$595

$714.00 Review OCC plan model version 6.17e and forward comments to J. Kitchin.

8/20/2002 1

$595

$595.00 Conference call with UBS securities, CPUC representatives and P. Aronzon, J. Wilson, M.

Hamilton and working group re structure of securities.

M=/20/002 1

$595

$595.00 Conference call with Chardn representatives re questions on securities strucuture and claims.

8/21/2002 1

$595

$595.00 Review updates to Reorg Agreement and Impact on OCC-CPUC plan changes.

8/21/2002 0.9

$595

$535.50 Review terms sheets and edits to reorg agreement 8/21/2002 1.2

$595

$714.00 Review plan schedules, term sheets and reorg agreement in preparation for call with Committee.

8/22/2002 0.8

$595

$476.00 Telephone calls with CPUC staff and response to questions and data requests supporting plan changes.

8/26/2002 1.3

$595

$773.50 Review letter from J. Lopes to coordinate reply on plan details. Review Plan and PG&E detail to draft reply.

8/26/2002 1.4

$595

$833.00 Draft reply to PG&E questions from J. Lopes for review by counsel and CPUC.

8/27/2002 0.6

$595

$357.00 Review reorg agreement edits from J. Wilson, A.

Young and J. Kitchin and draft responses.

8/27/2002 0.5

$595

$297.50 Reviews questions on reorg agreement and edits from working group.

8/27/2002 0.6

$595

$357.00 Draft supplement to memo responding to debtor questions.

8/27/2002 0.9

$595

$535.50 Prepare further edits to letter with CPUC comments.

8/27/2002 1

$595

$595.00 Plan working group on draft of response to PG&E on questions on plan.

8/27/2002 2.2

$595

$1,309.00 Review CPUC questions on model and Impact on rates. Run sensitivity to changes to rates in model and Impact on securities ratings.

8/28/2002 2.6

$595

$1,547.00 Draft reply with CPUC input to fold Into OCC reply to PG&E questions. Telephone calls with A. Komberg, J. Lopes and P. Aronzon re same. Call with M.

Hamilton re regulatory treatment. Format disclaimer and plan model for transmission to PG&E.

Tuesday, January 14, 2003 Fees Description Professional Page 51 of 65 Date Hours Billing Rate.

Professional Date Hours Billing Rate Fees Description Lumsden, Tom 8/28/2002 0.8

$595

$476.00 Format reply to CPUC with final Input and comment from CPUC, Telephone call A. Komberg and P.Aronzon re clarification of points, forward reply to P.Aronzon with Plan model and disclaimer for transmission to PG&E.

Lumsden, Tom 8/29/2002 2.7

$595

$1,606.50 Review amendments to alternate plan and disclosure statement to Incorporate changes associated with OCC amendments, compare impact of treatment and securities.

Lumsden, Tom 8/30/2002 3.2

$595

$1,904.00 Continue review of amendments and edits to alternate plan and disclosure statement to incorporate treatment as proposed by OCC. Adjust OCC model for changes by CPUC. Review OCC letter to accompany plan.

SubTotal:

Lumsden, Tom 36.5

$21,717.50 Reiss, Freddie 8/1/2002 2.2

$595

$1,309.00 Review financial models regarding PG&E and review update on Court status conference on Plan confirmation.

Reiss, Freddie 8/1/2002 3

$595

$1,785.00 Review financial models regarding OCC plan.

Reiss, Freddie 8/2/2002 1

$595

$595.00 Update with counsel regarding CPUC rate agreement.

Reiss, Freddie 8/512002 1

$595

$595.00 Conference call regarding plan status and proposed changes to OCC plan structure.

Reiss, Freddie 8/12/2002 2.5

$595

$1,487.50 Review re-organization agreements and update CPUC/OCC model.

Reiss, Freddie 8/14/2002 2.5

$595

$1,487.50 Review updated model and revised reorganization agreement.

Reiss, Freddie 8/19/2002 3.5

$595

$2,082.50 Read reorganization agreement with CPUC and review updated financial model.

Reiss, Freddie 8/21/2002 3

$595

$1,785.00 Review updates to reorganization agreement with PUC.

Reiss, Freddie 8/22t2002 1

$595

$595.00 Read final draft of Reorganization Agreement regarding CPUC.

SubTotal:

Reiss, Freddie 19.7

$11,721.50 Young, Allison 8/6/2002 0.8

$425

$340.00 Respond to questions from CPUC on our POR model.

Young, Allison 8/13/2002 0.8

$425

$340.00 Review latest OCC POR document and provide feedback.

foung, Allison 8/15/2002 0.7

$425

$297.50 Review changes to OCC POR model.

Young, Allison 8/26/2002 1.3

$425

$552.50 Respond to PG&E questions on OCC POR.

(oung, Allison 8/28/2002 0.6

$425

$255.00 Participate in call with Chanin to answer questions on PG&E POR.

Tuesday, January 14, 2003 Page 52 of 65

Professional

Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison SubTotal:

Young, Allison

- Date 9/3/2002 9/11/2002 9/16/2002 9/1712002 9/18/2002 Total: OCC Plan of Reorganization Hours 1.7 1.9 1.2 1.5 0.6 Billing Rate

$425

$425 11.1 104.5 Task Code:

Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho. Rocky Plan of Reorganization/Negotiations 8/6/2002 0.8

$475

$380.00 Review regulatory update regarding debtor's plan process - NRC, FERC, Bl-lateral.

9/2/2002 1.1

$475

$522.50 Review and analyze US District courts reversal of Judge Montali's express preemption ruling.

10/9/2002 1.3

$475

$617.50 Review and discuss with committee counsel document request list from debtor re: confirmation Issues.

10/21/2002 2.5

$475

$1,187.50 Review and analyze various confirmation / litigation documents - Co-proponents Pacific Gas and Electric Company and PG&E Corporation's Expert Witness Reports In Opposition to the CPUC Pkan pursuant to F.R.B.P 7026{a)(2)(A) & (B).

10/23/2002 1.5

$475

$712.50 Review debtor's Expert Opinion of Donald Santa and corresponding exhibits.

10/25/2002 2.7

$475

$1,282.50 Review and analyze debtors expert reports Kosturos Liquidation Report end supporting exhibits.

10/27/2002 3

$475

$1,425.00 Review debtor's expert reports - Huron valuation report In support of Kosturos' liquidation report.

10/28/2002 2.1

$475

$997.50 Review and analyze Kosturos expert report - various balance sheet Items and assumptions utilized by expert.

10/28/2002 2.5

$475

$1,187.50 Prepare draft memo detailing Issues and concerns to committee counsel In preparation of the Kosturos deposition.

10/28/2002 1.3

$475

$617.50 Review and analyze financial models prepared by SG Barr Devlin re: confirmation hearings.

10/29/2002 1.9

$475

$902.50 Prepare and update Kosturos observation Inclusive of valuation Issues raised In the Huron asset reports.

Tuesday, January 14, 2003 Page 53 of 65 Fees Description

$722.50 Review emailed files on the OCC POR and court filings related to such.

$807.50 Conference call with PG&E bondholder group to discuss financial elements of OCC revised plan of reorganization.

$510.00 Discuss OCC plan with Chanin.

$637.50 Review pending document filings on amended CPUC POR.

$255.00 Review latest assumptions In OCC POR.

$4,71Z50

$55,166.50

"Ho, Rocky 10/29/2002 2.3

$475

$1,092.50 Review and analyze distribution of assets in the Kosturos report compared to the debtor's balance sheet.

Ho, Rocky 10/31/2002 4.5

$475

$2,137.50 Prepare and attend Kosturos deposition - support committee counsel in the preparation of questions.

Ho, Rocky 11/1/2002 1.5

$475

$712.50 Review and analyze Kosturos' deposition re:administrative expenses as a priority claim in liquidation analysis.

Ho, Rocky 11/1/2002 1.3

$475

$617.50 Review debtor's expert witness model prepared by SG Barr Devlin.

Ho, Rocky 11/1/2002 1.3

$475

$617.50 Review fraudulent transfer issues raised during Kosturos' deposition.

Ho, Rocky 11/4/2002 0.6

$475

$285.00 Review notes from Walt Campbell deposition.

Ho, Rocky 11/6/2002 1.8

$475

$855.00 Review and analyze Kosturos liquidation analysis re:over-funded pension estimates and a comparative review to the debtor's 100.

Ho, Rocky 11/14/2002 1.5

$475

$712.50 Review and analyze K Harvey deposition in support of debtor's plans.

Ho, Rocky 11/15/2002 1.5

$475

$712.50 Review and analyze SOP 90-7 issues related to possible write-up of asset values.

Ho. Rocky 11/15/2002 1.1

$475

$522.50 Review and research IIInova quals reorg re:wulte-up of assets outside of bankruptcy.

Ho. Rocky 11/21/2002 1

$475

$475.00 Review various correspondence re:summary of trial to date.

Ho, Rocky 11/21/2002 1.1

$475

$522.50 Review and analyze debtor's expert report by Fetter.

Ho, Rocky 11/22/2002 1.1

$475

$522.50 Review and analyze issues related to debtor's expert witness exhibits (C McManus) re:TRA balance.

Ho, Rocky 11/25/2002 0.9

$475

$427.50 Review debtor's April 2002 POR, Exhibit C projected financials.

Ho, Rocky 11/25/2002 1.1

$475

$522.50 Review draft capex analysis of debtor's POR.

Ho, Rocky 11/25/2002 0.8

$475

$380.00 Review and analyze draft presentation of capex for debtor's April and October 2002 submitted PORs.

Ho. Rocky 11/25/2002 1.6

$475

$760.00 Review and analyze comparative assessment of debtor's April vs. Oct plan financials.

Ho, Rocky 11/25/2002 1.1

$475

$522.50 Review and analyze Fetter's expert report re:credit ratings.

Ho, Rocky 11/26/2002 2.1

$475

$997.50 Review and analyze expert witness testimonies of various debtor's experts on the different components of capex (generation, gas, electrical distribution and others).

Ho, Rocky 11/26/2002 0.9

$475

$427.50 Review financial impact to utility's feasibility provided parent files for bankruptcy re:dividend restrictions.

Tuesday, January 14,2003 b

. ate.

Hours Billing Rate Fees Description Professional Page 54 of 65

Prnfessional Dt or iln aeFe ecito Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho, Rocky Ho,:Rocky SubTotal:

Ho, Rocky Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom

Lumscden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Tuesday, January 14,2003 11/26/2002 1.2

$475 11/26/2002 11/26/2002 11/26/2002 1.2 0.8 1.1

$475

$475 11/26/2002 0.8

$475 11/26/2002 1.2

$475 11/26/2002 11/26/2002 0.9 0.9

$475

$475 57.9 8/1/2002 1

$595 9/3/2002 1.1

$595 9/10/2002 9/10/2002 10/14/2002 10/21/2002 10/22/2002 10/22/2002 10/23/2002 10/23/2002 10/24/2002 0.3 0.3 0.2 0.8 0.5 0.7 1.1 2.8 1.4

$595

$570.00 Review and analyze draft presentation re: projected cost by business unit and sensitivity analysis of return Issues.

$570.00 Review, analyze and discuss with CPUC, TRA.

headroom and other POR issues.

$380.00 Review and analyze debtor's motion for authority to procure net shorL

$522.50 Review credit agreement of parent and analyze cash flow impact of NEG not being able to upstream dividends.

$380.00 Review and analyze K Harvey's expert testimony re:debtor's POR and the CPUC's impact on the Filed Rate Doctrine case.

$570.00 Review and analyze debtor's expert witness report of C McMannus re:TRA balancing account and its likely Impact on the Filed Rate Doctrine.

$427.50 Review and analyze debtor's historical capex re:

electric and gas distribution business.

$427.50 Review and analyze draft of capex assessment between April 2002 and October 2002 PORs.

$27,502.50

$595.00 Attend Court status conference on Plan confirmation re discovery, confidentiality issues, experts, depositions, scheduling dates.

$654.50 Review appellate court decision on preemption and Impact on PG&E plan and Impact on rates and headroom.

$178.50 Review press articles on voting of plans and results.

$178.50 Review voting results and status of PG&E plan

$119.00 Review emalls on PG&E motion for retention of counsel for underwriter.

$476.00 Review PG&E motions re disbursement of funds for Implementation of plan. Review accumulated requests for same.

$297.50 Review Kosturas expert report re liquidation.

$416.50 Review PG&E plan support materials for meeting with Fitch.

$654.50 Review solvency analysis report and valuation for PG&E plan.

$1,666.00 Review testimony of PG&E on POR re liquidation and valuation of assets by Huron.

$833.00 Review PG&E declarations for preparation of questions for K Ostrow for upcoming depositions.

Page 55 of 65 Fees Description Date Hours Billing Rate Professional

Professional Date Hours Billing Rate Fees Description Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Torn Lumsden, Tom Lumsden, Tom Lumsden, Tom 10/28/2002 10/29/2002 10/29/2002 10/29/2002 1t0/29/2002 10/30/2002 10/30/2002 11/6/2002 11/14/2002 2.2 1

0.8 1.2 1.2 0.4 4

0.8 0.8

$595

$595 11/15/2002 1.6

$595 11/15/2002 11/15/2002 11/16/2002 11/16/2002 0.4 1.1 0.6 1.8

$595

$595 11/20/2002 1.4

$595 11/21/2002 11/22/2002 0.3 1.4

$595

$595 11/22/2002 1.2

$595

$1,309.00 Review Huron consulting valuation reports and analyze detail, compare with OCC assessment.

$595.00 Review questions developed on review of Kosturas declaration and Huron valuation reports.

$476.00 Review Kosturas report on liquidation and edit questions for deposition.

$714.00 Review Huron valuation reports at Sept 2000 and Dec 2003 and develop questions for deposition.

$714.00 Review Kosturas report on fraudulent transfers and edit questions developed for deposition.

$238.00 Meeting with K. Ostrow to review comments from deposition and further inquiries.

$2,380.00 Participate In deposition of Ed Murray of Huron Consulting re valuation of PG&E assets.

$476.00 Review notes and materials on K.Harvey deposition prepared by A.Young.

$476.00 Review W. Campbell deposition transcript and materials for comments on changes to projections of PG&E for 2003 and beyond.

$952.00 Review Wait Campbell deposition schedules in support of PG&E plan and compare with FTI data and plan numbers for Joint Plan.

$238.00 Review Judge Walker decision re refusal of stay on preemption decision. Review filing request.

$654.50 Review and research questions from S&P re bilateral contracts of PG&E. Review PG&E models and load and resource data. Discussions with B. Lamb, G.

Navarelte.

$357.00 Perform further review of K. Crews deposition.

$1,071.00 Review further detail of W. Campbell deposition schedules on PG&E plan projection updates. Review file on plan numbers and compare to prior PG&E plan projections.

$833.00 Review capex detail schedules provided by PG&E and sources of funding In PG&E Nov 2002 POR projections.

$178.50 Review W. Campbell deposition schedules re capex detail.

$833.00 Review capex analysis and source of funding In PG&E April 2002 POR. Evaluate linkage in funding of Capex between Genco and Etrans. Format file for exhibit purposes.

$714.00 Review exhibit C update for PG&E POR projections.

Compare to prior projections and dividend, capex and rate of retum calculations.

Tuesday, January 14,2003 Professional Date Hours Billing Rate Fees Description Page 56 of 65

Prnft'useinnal Date Hours Billing Rate Fees SubTotal:

Lumsden, Tom 11/8/2002 0.2

$215 11/111/2002 11/11/2002 11/12/2002 2.3 4.6 4.5

$215

$215 11/12/2002 3.2

$215 Perfit, Ryan Perfit, Ryan Perfit. Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perflit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perfit, Ryan Perflt, Ryan SubTotal:

Reiss, Freddi.

Perft Ryan 11/1/2002 1117/2002 2.2

$215 4.5

$215 1.3

$215 2.1

$215 2.2

$215 4.7

$215 2.7

$215 1.4

$215 1.9

$215 3.5

$215 4.2

$215 45.5 1.9

$595 2.6

$595

$43.00 Review Plan of Reorganization - analysis project requirements.

$494.50 Continue to review the November 2002 PG&E Plan of Reorganization.

$989.00 Review the November 2002 PG&E Plan of Reorganization for the Distribution Debtor entity.

$967.50 Review the November 2002 PG&E Plan of Reorganization for the Electric Transmission Debtor entity.

$688.00 Review the November 2002 PG&E Plan of Reorganization for the Gas Transmission Debtor entity.

$473.00 Continue to review the November 2002 PG&E Plan of Reorganization.

$967.50 Review the November 2002 PG&E Plan of Reorganization for the Generation Debtor entity.

$279.50 Review the November 2002 PG&E POR model and document outstanding Issues.

$451.50 Continue to review the November 2002 PG&E POR model and document outstanding issues.

$473.00 Contact PG&E and reconcile outstanding Issues in the November 2002 PG&E POR model.

$1,010.50 Review the PG&E POR model assumptions.

$580.50 Review the April POR presentation and update for the November POR

$301.00 Continue to review the April POR presentation and update for the November POR

$408.50 Continue to review the April POR presentation and update for the November POR

$752.50 Continue to review the April POR presentation and update for the November POR.

$903.00 Reconcile the PG&E November POR to with Information provided by UBS.

S$9,782.50

$1,130.50 Review expert reports.

$1,547.00 Review expert reports.

SubTotal: Reiss, Freddie Tuesday, January 14, 2003 32.4 Description

$19,278.00 11/12/2002 11/13/2002 11/14/2002 11/15/2002 11115/2002 11/18/2002 11/21/2002 11/21/2002 11/22/2002 11/25/2002 4.5

$2,677.50 Page 57of65 P-osoa Dat HorsBilngRaeFes

Professional Date Hours Billing Rate Fees Description Sin, Theresa Sin, Theresa Sin, Theresa Sin, Theresa SubTotal:

Sin, Theresa Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young. Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Alison Young, Allison Young, Allison 10/29/2002 5.7

$185

$1,054.50 Review and compare Huron's financlals used in valuation to PG&E projected financlals and POR.

Prepare comparison schedule for deposition.

10/30/2002 1.3

$185

$240.50 Contact A.McKenzie from Celerity Consulting and discuss Data Request process and documents requested - PGE revised POR financlals. Sign Protective Order.

10/30/2002 3.2

$185

$592.00 Continue analysis on Huron Valuation. Review Hydro revenue assumptions, review Diablo Plant assumptions In comparison to PGE projections.

10/31/2002 2.4

$185

$444.00 Go to Celerity review documents in dataroom and copy revised Financials in POR 12.6

$2,331.00 10/1112002 1.4

$425

$595.00 Review Huron Valuation of PG&E for comparison to FTI prepared valuations 10/22/2002 1.9

$425

$807.50 Review Debtor's public filings to determine if any Parent liabilities could impact the Debtor's ability to fund and achieve its reorg plan projections.

10/24/2002 1

$425

$425.00 Review testimony filings.

10/25/2002 0.9

$425

$382.50 Review all reports and summarize general findings of each report.

10/25/2002 4.2

$425

$1,785.00 Review Murphy report and create questions for deposition.

10/27/2002 1.9

$425

$807.50 Review reports of Richard Omohundro and Martha Hadeler and create questions for depositions.

10/27/2002 0.4

$425

$170.00 Create questions for Walt Campbell deposition.

0/28/2002 7.4

$425

$3,145.00 Attend deposition of Walt Campbell who answered questions on the plan projections.

0/29/2002 1.1

$425

$467.50 Review Kasturo's report and prepare questions for deposition.

0/29/2002 4.8

$425

$2,040.00 Review Huron report and prepare questions for deposition.

0/29/2002 6.8

$425

$2,890.00 Attend deposition of Walt Campbell re: PG&E POR projections.

0/30/2002 0.6

$425

$255.00 Prepare questions for Huron deposition, 0/30/2002 0.8

$425

$340.00 Prepare questions for Kosturos deposition.

0/30/2002 0.7

$425

$297.50 Review and edit notes from Walt Campbell deposition.

0/31/2002 0.7

$425

$297.50 Prepare questions for Huron deposition.

1 1

1(

Young, Allison Tuesday, January 14,2003 10/31/2002 0.8

$425

$340.00 Prepare for Kent Harvey deposition.,

Page 58 of 65 Date Hours Billing Rate Fees Professional Description

Professional Date Houn

Billing Rate.

Fees Description Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Alison Young, Allison 11/11/2002 0.5

$425 11/1/2002 1114/2002 11/4/2002 11/4/2002 11/5/2002 11/6/2002 1117/2002 11/8/2002 11/8/2002 7.9 0.6 0.6 0.4 0.8 1.2 0.8 0.4 0.4

$425

$425 11/8/2002 0.8

$425 11/11/2002 1.6

$425 11111/2002 11/11/2002 11/12/2002 11/12/2002 11/13/2002 11/13/2002 11/14/2002 11/14/2002 1.6 1.9 1.3 2.1 0.8 2.7 0.3 1.6

$425

$425 11/14/2002 0.4

$425 11/15/2002 1.1

$425 11/15/2002

$425

$212.50 Review depositions from Kent Harvey's first two days of testimony

$3,357.50 Participate In deposition of Kent Harvey

$255.00 Review and edit notes from Kent Harvey deposition

$255.00 Review Impact of Corporate or NEG bankruptcy on the utility

$170.00 Review updated financial models from SG Barr

$340.00 Review transcript from Day I of Kent Harvey deposition

$510.00 Review and analyze Kusturos' liquidity analysis

$340.00 Review updates to PG&E POR projections

$170.00 Review updated POR assumptions

$170.00 - Review 2nd day of testimony from Kent Harvey deposition

$340.00 Review Cap ex assumptions and variances between PG&E's POR and the OCC/CPUC POR.

$680.00 Review Kostruros liquidation analysis for use against CPUC POR.

$680.00 Review PG&E's updated POR projections.

$807.50 Review Impact of Corporate bankruptcy filing on PG&E POR.

$552.50 Review cap ex projections In PG&E POR.

$892.50 Analyze assumptions in Kosturos liquidation analysis.

$340.00 Analyze latest POR projections.

$1,147.50 Review updated POR projections.

$127.50 Investigate tax Impact on liquidation analysis.

$680.00 Continue review of updated POR projections and supporting details.

$170.00 Continue review of changed assumptions In PG&E POR.

$467.50 Review PG&E's tlai brief on its opposition to the CPUC POR.

$425.00 Review updated POR model assumptions and FTI staff analysis of projections.

Tuesday, January 14, 2003

,.: Date Hours Billing Rate,: Fees Description Professional Page 59 of 65

Date Hours Billing Rate Fees Description Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison Young, Allison 11/18/2002 11/18/2002 11/18/2002 11/18/2002 11/18/2002 11/19/2002 1.6 0.9 2.4 0.9 3.2 0.6

$425

$425 11/19/2002 0.7

$425 11/19/2002 1.3 11/21/2002 1.1 11/21/2002 1.5 11/21/2002 1.3 11/2112002 0.7 11/22/2002 1.7 11/22/2002 2.1 11/25/2002 3.8 11/25/2002

3.4 SubTotal

Young, Allison Total: Plan of Reorganization/Nego

$425

$425 93.4 246.3

$680.00 Review/search W. Campbells deposition and

$680.00 Review/search W. Campbell's deposition and exhibits for supporting data for the PG&E POR.

$382.50 Reconcile POR projections to historical cap ex levels.

$1,020.00 Analyze detail of PG&E's cap ex projections.

$382.50 Review updates to PG&E entity and consolidated entity valuation.

$1,360.00 Analyze changes between PG&E's April and November POR projections for cap ex.

$255.00 Research costs to expand GTrans pipeline across the Oregon border and in what year that cost was incurred.

$297.50 Research transmission grid expansion requirements noted In public arenas to compare to cap ex projections in PG&E's POR.

$552.50 Review rate base assumptions used in PG&E POR and compare to historical average rate base.

$467.50 Review how both plans will fund cap ex.

$637.50 Review and summarize analysis performed on PG&E's cap ex projections.

$552.50 Create analysis of source of cap ex funding in PG&E's POR.

$297.50 Discuss UBS financial model with Ben Lamb of UBS.

$722.50 Calculate rate increase of Etrans due to increase in rate base from high capital expenditures.

$892.50 Update analysis of cash to fund POR at risk from unfavorable ruling in FTCR v. Lynch.

$1,615.00 Format analysis of funding of PG&E capital expenditures for court exhibit.

$1,445.00 OC analysis of funding of PG&E's planned capital expenditures.

$39,695.00

$101,266.50 Task Code:

Ho, Rocky Ho, Rocky Professional Compensation Matters 9/13/2002 0.8

$475 9/23/2002 1.1

$475

$380.00

$522.50 Review disclosure items in revised employment application.

Review revised draft of employment application and supporting declaration.

Tuesday, January 14, 2003 Professional Page 60of 65

Professional Ho, Rocky Ho, Rocky 1C SubTotal:

HO, ROCky Iking, Floris Ildng, Floris 9

-SubTota!:

Iklng, Fors Lumsden, Tom 10 SubTotal:

Lumsden, Tom Sin, Theresa I

SubTotal:

Sin, Theresa Young, Allison 9

Young, Allison 9/

Young, Allison 91 Young. Allison 9/

Young, Allison 9/

-Young, Allison 9/

Young, Allison 9/

Young, Allison 9,

SubTotal:

Young, Allison Total: Professiona Task Code:

ate Y1 712002

)/29/2002 9/3/2002 1/27/2002 Hours Billing Rate 0.8

.$475 1.1

$475 3.8 1.2

$290 1.6

$290 2.8

/22/2002 0.6

$595 0.6 (28/2002 0.4

$185 0.4 p20/2002 3

$425 23/2002

!23/2002 24/2002 25/2002 25/2002 26/2002 27/2002 2.9 2

1.9 0.8 1.9 1.5 2.9

$425

$425 16.9 I Compensation 24.5 Subcommittee Matters Fees,.

Description

$380.00 Review UST objections of various professional fees in advance of Interim fee app hearing'

$522.50 Prepare and attend fee app hearing.

$1,805.00

$348.00 Prepare and file supplemental employment affidavit of T.E. Lumsden.

$464.00 Prepare and serve FTI Employment Application, Declaration of T: E. Lumsden, and Proof of Services.

$812.00

$357.00 Review UST objections to fees of Howard Rice and Heller of Oct 29 hearing.

$357.00

$74.00 Email Sorochinsky re: Order Approving 4th Interim

$74.00

$1,275.00 Update revised application of committee to hire FTI, as successor to PwC, as accountants and financial advisors of the committee.

$1 232.50 Continue to update application of employment for FTi.

$850.00 Create exhibits to employment application, document results of relationship check.

$807.50 Coordinate review of employment app and update application for Milbank feedback.

$340.00 Update employment application for feedback from T.

Lumsden.

.$807.50 Update FTI employment application.

$637.50 Complete relationship check on PG&E I FTI and update filings as appropriate.

$1,232.50 Finalize FTI employment application and file with courts.

$7, 182.50

$10,230.50 Tuesday, January 14,2003 Page 61 of 65

Professional 2)ate "

Hours Billing Rate Fees 0.5

$640 1

$640 1.4

$640 Hamilton, Mike 8/8/2002 1.6

$640 Hamilton, Mike 8/20/2002 1

$640 SubTotal: Hamilton, Mike 5.5 Kitchin, Jennifer 8/1/2002 2.6

$425 Kitchin, Jennifer I(Itchin, Jennifer Kttchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer KItchin, Jennifer IKitchin, Jennifer Kitchin, Jennifer Kitchin, Jennifer 8/2/2002 8/2/2002 8/5/2002 8/13/2002 8/19/2002 8/19/2002 8/20/2002 8/20/2002 9/5/2002 9/51/2002 9/10/2002 SubTotal:

Kitchin, Jennifer Lumsden, Tom 3.4 1.1 0.4 2.4 0.4 0.8 1.1 0.4 0.1 0.8 1.5

$425

$425 15 8/1/2002 2.6

$595

.amrn.on,. k k a

8/76/2002 Tuesday, January 14, 2003 Hamilton, Mike Hamilton, Mike.

Description 8/8/2002 8/8/2002

$320.00 Conference call with Chanin, and J. Wilson to discuss model issues for the CPUC plan. (partial attendance)

$640.00 Conference call with Chanin to discuss their Issues related to the ACA account

$896.00 Telephone calls with the professionals and then to Chanin to discuss model - related to issues in the CPUC plan.

$1,024.00 Conference call with regard to CPUC Plan and changes thereto.

$640.00 Call with professionals, Chanin, and CPUC to discuss differences In OCC and CPUC model.

$3,52.o00

$1,105.00 Prepare for and attend conference call with Saybrook, Chanin to discuss OCC plan model and terms.

$1,445.00 Meet with Saybrook to review OCC plan terms, model revisions.

$467.50 Conference call with Chanin and Saybrook re: OCC model revisions.

$170.00 Call with Saybrook to discuss OCC plan structuring alternatives.

$1,020.00 Review draft of Reorganization Agreement and give comments to Milbank, Tweed.

$170.00 Call with Saybrook to discuss presentation to CPUC.

$340.00 Call with Saybrook to discuss CPUC reorganization scenarios.

$467.50 Follow-up call with Milbank, Tweed re: issues on Capital Structure of OCC Plan.

$170.00 Discuss CPUC questions arising from conference call.

$42.50 Call to Saybrook to discuss UBS retention.

$340.00 Participate In OCC Professiornas conference call re:

UBS retention.

$637.50 Participate In OCC Professionals; update conference call.

$6,375.00

$1,547.00 Prepare for and attend conference call with S. Victor, G. Lee, J. Garcia of Chanin and J. Wilson of Saybrook re OCC modeling for modifications to CPUC plan.

Page 62 o.f"65

Description Pr.fessional Dae on R

Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 8/2/2002 1.1

$595 8/5/2002 8/512002 8/6/2002 8/8/2002 0.3 1.1 0.5 1.2

$595

$595 8/8/2002 0.9

$595 8/8/2002 8/9/2002 1.4 1.1 8/20/2002 0.9

$595

$595 8/22/2002 0.3

$595 9/5/2002 9/10/2002 9/10/2002 9111U2002 9/12/2002 9/13/2002 0.8 1.5 0.4 2.7 0.3 0.3

$595

$595 9/25/2002 0.4

$595

$654.50 Conference call with Chanin representatives with J.

Wilson of Saybrook and J.' Kltchin re claims, securities and rate base.

$178.50 Call with J. Wilson re plan models and rates for securities.

$654.50 Participate in conference call with OCC professionals (P. Aronzon, J. Wilson, et al) re OCC plan alternative terms and results

$297.50 Telephone call with J. Wilson re changes to rate agreement structure

$714.00 Work on rate agreement models with Saybrook representatives and model Impact on OCC plan models

$535.50 Conference call with Milbank, Saybrook and PwC representatives on ACA model approach and rate agreement.

$833.00 Participate In conference call with OCC working group on plan development.

$654.50 Telephone calls with P. Aronzon, J. Wilson and A.

Young re discussion of rate agreement treatment during this review.

$535.50 Telephone calls with J. Wilson and P. Aronzon re OCC plan model results, securities structure and reorg agreement terms.

$178.50 Telephone call with P.Arortzon re CPUC staff requests and delivery of public Information supporting plan assumptions.

$476.00 Participate in call with CPUC and UBS on scope of work and assignments for joint plan

$892.50 Participate In conference call with Milbank and CPUC representatives on UBS engagement letter terms and conditions.

$238.00 Telephone call with J. Wilson re UBS letter and voting results, and preference.

$1,606.50, Participate in conference call with bondholder representatives and A.Young and J. Wilson and J.Kftchen re Joint Plan and structure. Response to questions regarding plan.

$178.50 Telephone call with J. Wilson re Joint plan developments.

$178.50 Telephone call with P.Aronzon re bondholder group questions, research files and plan.

$238.00 -

Telephone call with J. Wilson and W.Hulse re UBS structuring and request to review model.

Page 63 of 65 Tuesday, January 14,2003 SDate Hours Billing Rate Fees Professional

Professional D..

Date Hours Billing Rate Fees Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom 9/25/2002 1.1

$595

$654.50 Telephone call with J. Wilson re 9th CIrcuit ruling, impact on cash, alternatives, discuss DWR bond offering, and models for Joint plan and financing structure.

9/30/2002 0.5

$595

$297.50 Telephone call with P. Aronzon re options In joint plan with 9th circuit decision.

10/1/2002 0.4

$595

$238.00 T/C J. Wilson of Saybrook re joint plan modeling by UBS and DWR bond sale progress and pricing 100/2002 0.2

$595

$119.00 Telephone call with P.Aronzon re meeting at CPUC re joint plan confirmation process 10/3/2002 0.8

$595

$476.00 Discussion with M. Hamilton and J. Wilson on OCC models and joint plan filing by CPUC. Discuss open items.

10/3/2002 2.5

$595

$1,487.50 Meeting at CPUC with OCC representatives. CPUC and UBS re joint plan details and retention and engagement of UBS for support of Joint Plan securities 10/10/2002 4

$595

$2,380.00 Meeting with UBS representatives and OCC professionals at FTI offices in SF to review joint plan modeling structure and proposal for UBS activities, ratings agency.

10/16/2002 0.1

$595

$59.50 Telephone message to P.Aronzon re progress on joint plan.

10/18/2002 0.3

$595

$178.50 Telephone call with J.Wiison re review UBS status.

10/21/2002 0.8

$595

$476.00 Telephone calls with M. Hamilton, J.Wflson, P.

Aronzon re section 4 of UBS presentation and comments to address same.

10/21/2002 0.2

$595

$119.00 Telephone calls with J.Rosenthal re coordinate travel plans for Fitch meetings.

10/24/2002 0.9

$595

$535.50 Conference call with P.Aronzon and J. Wilson and Saybrook re Fitch meeting and bankruptcy remote issues.

10/24/2002 0.3

$595

$178.50 Telephone call R. Moore re joint plan briefs.

1024/2002 0.8

$595

$476.00 Telephone call with M.Sorchinsky re document production for joint plan. Review document files for same.

10/28/2002 2.1

$595

$1,249.50 Participate in conference call with C. Strand, OCC chairperson, and J. Wilson re UBS Joint plan model and explanation of structure of projections and Impact of regulatory asset Respond to questions with Ben Lamb of UBS.

10/29/2002 0.7

$595

$416.50 Meet with P. Aronzon re planning for confirmation hearings, address responsibilities and Issues.

11/4/2002 0.6

$595

$357.00 Review fee statements of professionals for Debtor and Committee in the case for Month of September.

Tuesday, January 14,2003 Description Page 64 of 6

ate Hours Billing Rate 34.A 0/28/2002 2.5

$595 Professional D,

SubTotal: Lumnsden, Tom Reiss, Freddie 1!

SubTotal: Reiss, Freddie Sin, Theresa 1(

Sin, Theresa 1

SubTotal: Sin, Theresa Young, Allison 2.5 2.1

$185 1.9

$185 4

8/9/2002 1.1

$425 Young, Allison 10/10/2002 Young, Allison 10/24/2002 SubTotal:

Young, Allison Total: Subcommittee Matters Task Code:

Travel Time Reiss, Freddie 8/1/2002 Reiss, Freddie 10/29/2002 Reiss, Freddie 11/7/2002 SubTotal: Reiss, Freddie Total: Travel Time Total Project:

[

5.2 0.4

$425

$425 6.7 67.8 1.5 1

1.5

$595

$595 4

4 1789.

Fees, Description

$20,289.50

$1,487.50 Review information regarding UBS structuring; review trial expert reports, etc.

$1,487.50

$388.50 Compile data request files from Brobeck on PG&E discovery hems.

$351.50 Collect and order copies for Brobeck requested documents.

$740.00

$467.50 Telephone calls with P. Aronzon, J. Wilson and A.

Young re discussion of rate agreement treatment during this review.

$2,210.00 Meeting with Saybrook, UBS and FTI on OCC POR Model

$170.00 Call with committee professionals on meetings with rating agencies.

$2,847.50

$35,259.50

$892.50 Travel to Los Angeles.

$595.00 Travel from San Francisco to Los Angeles.

$892.50 Travel to Los Angeles.

$2,380.00

$737,128'00]

Page 65 of 65 Tuesday, January 14,2003 0/22/2002 2125/2002

Pacific Gas and Electric Detail of Expenses August 1, 2002 through November 30, 2002 Date Category Amount Description FrI Consulting FTl Consulting FTI Consulting FTI Consulting FTI Consulting FTI Consulting FTI Consulting FTI Consulting FTI Consulting FTI Consulting Hamilton, Mike Hamilton, Mike Hamilton, Mike Hamilton, Mike Hamilton, Mike Hamilton, Mike Hamilton, Mike Hamilton. Mike 6/28/2002 Sundry 7/26/2002 Sundry 7/30/2002 Sundry 8/29/2002 Sundry 9/4/2002 Sundry 9127/2002 Sundry 10 /4/2002 Sundry 10/14/2002 Sundry 11/12/2002 Sundry 11/13/2002 Sundry 8/1/2002 8/1/2002 8/1/2002 8/2/2002 8/2/2002 8/2/2002 8/2/2002 8/2/2002 Business Meals & Entertainment Business Meals & Entertainment Lodging Business Meals & Entertainment Sundry Transportation Transportation Transportation

$1,105.35 Pitney Bowes Management Service Bills #4036705 for copying fees for May monthly fee applcation.

$1,221.19 Pitney Bowes Management Service Bills #4057805 for copying fees for Seventh Supplemental Declaration of T. Lumsden.

$1,294.01 Pitney Bowes Management Service Bills #4057805 for copying fees for June monthly fee application.

$1,301.50 Pitney Bowes Management Service Bills #4080968 for copying fees for July monthly fee appication.

$1,112.28 Printing and service of Eighth Supplemental Declaration of T.E.

Lumsden.

$407.92 Pitney Bowes Management Services for service of Order Approving Retention of FTI Consulting

$2,105.38 Pitney Bowes Management Service Bills #4113694 for copying fees for August monthly fee application.

$2,212.70 Printing and service of Sept fee application.

$61.80 Photocopies - Celerity Consulting Group /Documents copied from data room forPG&Eon 11/12/02

$500.00 Electronic Data - Platts M&A Data Files

$6.25 Breakfast while out of town.

$54.79 Dinner while out of town.

$646.38 Hotel in San Francisco

$6.50 Breakfast while traveling.

$3.00 Tips at hotel

$829.60 Airfare - San Francisco to New York JFK

$103.53 Car-JFK Airport to apartment

$37.00 Cab - hotel to San Francisco Airport iuesaay, january jq UU3 Page 1sf 4 Exhibit'3.

Name I Ue$*qy, JOJnUarY.A*,.&uu.

Page I of 4

Name Ho, Rocky Kitchin, Jennifer Kitchin, Jennifer "Kitchin, Jennifer Kitchin, Jennifer Lumsden. Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden. Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Date Category 8/13/2002 Sundry 8/5/2002 8/6/2002 8/7/2002 8/8/2002 5/21/2002 Sundry Sundry Sundry Sundry Sundry 6/11/2002 Sundry 7/23/2002 Transportation 8/1/2002 Sundry 8/7/2002 8/11/2002 Sundry Sundry 9/22/2002 Sundry 9/23/2002 9/24/2002 9/26/2002 9/27/2002 1032002 10/10/12002 10/11/2002 1o/11/2002 10/22/2002 10/22/2002 10/22/2002 10/22/2002 10/22/2002 10/22/2002 Sundry Sundry Sundry Sundry Transportation Business Meals & Entertainment Sundry Transportation Business Meals & Entertainment Transportation Transportation.

Transportation Transportation Transportation Amount Description,

$39.06 Catering - snacks and drinks for PGE Meeting w/attomeys.

$56.78 Business phone calls from hotel.

$64.07 Business phone calls from hotel.

$72.60 Business phone calls from hotel.

$8.45 Business phone calls from hotel.

$80.00 Court Hearing call though court system.

$163.00 Cell phone charges for bankruptcy (total bill $447)

$50.00 Amex Travel Transaction Fee for airfare from SFO to LAX

$502.60 Catered lunch - Committee meeting at PwC

$118.00 Business phone calls from hotel.

$187.00 Cell phone charges for bankruptcy (total bill $326.3)

$12.70 Telephone and email expenses for PG&E

$47.00 Phone calls for PG&E

$1.95 Telephone calls for PG&E

$12.00 City Parking - CPUC meeting - PGE

$16.00 Parking for meeting at CPUC

$146.75 Catering for PG&E OCC meeting

$172.00 Telephone bill for PG&E

$20.00 Parking for meeting at PUC for PG&E

$4.31 Breakfast in LAX

$207.00 Airfare to LA

$18.00 Parking in oakland 10/22/02

$50.00 Amex travel transaction fee

$32.00 Tax! to LAX from Santa Monica airport.

$34.00 Tax! to Santa Monica airport to catch plane to Fitch meeting.

S 5P -

Tuesday, January 14,2003 a us.

o

Name Date Category Amount Description Lumsden*,T'om Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom Lumeden, Tom Lumsden, Tom Lumsden, Tom Lumsden, Tom" Lumsden, Tom Reiss, Freddie Reiss, Freddie Reiss, Freddie

-Neiss, Fieddi.

Reiss, Freddie Reiss, Freddie Relss, Freddie Reiss, Freddie Reiss, Freddie Reiss, Freddie 10/22/2002 Transportation 10/22/2002 Transportation 10/24/2002 Transportation 10/24/2002 10/25/2002 10/25/2002 10/25/2002 10/25/2002 11/7/2002 Transportation Transportation Transportation Transportation Transportation Business Meals & Entertainment 11/7/2002 Business Meals & Entertainment 11/11/2002 Sundry 11/18/2002 Business Meals & Entertainment 11/22/2002 Business Meals & Entertainment 7/25/2002 Transportation 10/29/2002 Transportation 10/29/2002 Transportation S 10/29/2002 Transportation 10/29/2002 Transportation 10/29/2002 11/6/2002 11/7/2002 11/7/2002 11/7/2002 Transportation Transportation Business Meals & Entertainment Transportation Transportation

$22.00 Taed from Bermuda Dumes airport to Fitch meeting.

$20.00 Taed from Fitch meeting to Bermuda Dumes airport

$2,444.50 Airfare to NY for PG&E - meeting with S&P

$50.00 Amex travel transaction fee

$18.00 Taed from hotel to S&P offices

$18.00 Taxi from S&P offices to hotel

$38.00 Teod from SFO to the office

$44.88 Car from hotel to JFK

$100.00 Dinner out of town with J. Herbert and M. Hamilton regarding PG&E (total bill $335.17).

$296.21 Catering for the PG&E meeting on 11/7/02

$123.00 cell phone charge for PG&E

$224.22 Working lunch meeting for PG&E with T. Lumsden, J. Herbert, K. Gain, and M. Hamilton, R. Ho.

$123.15 Working lunch meeting on PG&E with M. Hamilton, R. Ho, T, Lumsden, J.

Wilson

$25.00 AMEX travel fee - UA

0167292965701-roundtrip LAX/SFO 07/31/02

$288.38 UA #0167311571111 - RT ticket from LAX to SFO.

$50.00 Travel service fee - UA

0167311571111.

$40.00 Taed from FTI San Francisco office to SFO

$40.00 Taed from SFO to FTI San Francisco office.

$30.00 Parking at LAX

$40.00 Taed from SFO to hotel.

$8.00 Breakfast while out of town.

$165.00 UA #0167312978117

$50.00 Travel service fee - UA

0167312978117 Tu idy Ja uay 4,i0 3Pai~

Name, Date Category

.Amount Description Tuesday, January 14, 2003 Page 3 of4

Description NaDa*eagyA 11/7/2002 Transportation 11/7/2002 Transportation 10/16/2002 Sundry 8/11/2002 Sundry 10/11/2002 Sundry 10/29/2002 Transportation 11/22/2002 Sundry

$40.00 Taxi from San Francisco to SFO.

$30.00 Parking at LAX (1/2 of charge - $60 total for 2 days).

$65.09 Cell phone charges Sept & Oct

$32.77 Cell phone charges.

$5.20 October cell phone charges

$5.00 Cab to deposition of Walt Campbell.

$21.62 PG&E cell phone charges.

$19,594.47 Pno'p doid Tuesday, January 14, 200L Reiss, Freddie Reiss, Freddie Sin, Theresa Young, Allison Young, Allison Young, Allison Young, Allison Amount Date Category Name Plive 4 af 4

I ThOmas E. Lumsden FTI Consulting Inc.

2 199 Fremont Street San Francisco, CA 94105 3

Telephone:

(415) 498-5000 Facsimile:

(415) 498-6699 4

5 Accountants and Financial Advisors for Official Committee of Unsecured Creditors 6

7 8

9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA S1I SAN FRANCISCO DIVISION 12 13 In re Case No. SF 01 -30923 DM 14 PACIFIC GAS AND ELECTRIC Chapter I 1 15 COMPANY, a California corporation, 16 Debtor.

DECLARATION OF CLARA YANG STRAND; IN SUPPORT OF THE FIFTH 17 INTERIM APPLICATION OF MrI 18 CONSULTING INC. FOR ALLOWANCE AND PAYMENT OF COMPENSATION 19 AND REIMBURSEMENT OF EXPENSES 20 (AUGUST 1, 2002 THROUGH NOVEMBER 30,2002) 21 Hearing:

22 Date: February 28, 2003 23 Time: 11:00 PM Place: 235 Pine Street, 2 2nd Floor 24 San Francisco, CA 25 26 27 28

1 DECLARATION OF CLARA YANG STRAND 2

I, Clara Yang Strand, declare:.

3

1.

I am employed by Bank of America, N.A., one of the membe6s of the Official Committee 4

Unsecured Creditors ("Committee") in the Pacific Gas and Electric Company ("PG&E") chapter 1 5

bankruptcy case. I am one of the Co-Chairs of the Committee. Except as otherwise stated, I have 6

personal knowledge of the facts set forth below, and if called upon, I could and would testify 7

competently with regard thereto. I make this declaration in support of the Fifth Interim Applicatioi 8

of FTI Consulting Inc. ("FTI") for Allowance and Payment of Compensation and Reimbursement 9

of Expenses (August 1, 2002 Through November 30, 2002) (the "Application").

10 11

2.

I have reviewed the Application and FTI's invoices for August 1, 2002 through November 12 30,2002.

13 14

3.

I believe that the fees and costs requested by FTi for the August 1, 2002 through November 15 30, 2002 period are appropriate and reasonable. Based on my experience with FTI in this case, 16 their work has been done in a professional and efficient manner and has added significant value to 17 the estate for the benefit of creditors. FTI has worked effectively with the Debtor in the review and 18 analysis of the Debtor's financial projections to support its Plan of Reorganization, including 19 analysis of filed claims against the Debtor, and with the CPUC in the development of an alternative 20 plan structure. 'Accordingly, I believe that FTI's request for fees and reimbursement of expenses 21 should be approved.

22 I declare under penalty of perjury under the laws of the United States of America that the foregoing 23 is true and correct.

24 Executed this /

day of Janury 2003 at Los Angelesa.

25 26 Clara Yang Strand 27 28

PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO I am employed in the County of San Francisco, State of California. I am over the age of 18 and not a party to the within action; my business address is 199 Fremont Street, 8" Floor, San Francisco, California.

On January 14, 2003, 1 served on the parties listed on the attached Service List, the foregoing document(s) described as:

FIFTH INTERIM APPLICATION OF MTI CONSULTING INC. FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES (AUGUST 1, 2002 THROUGH NOVEMBER 30,2002); DECIMARATION OF THOMAS E. LUMSDEN IN SUPPORT THEREOF:

X by placing the _ original X a true copy thereof enclosed in sealed envelopes addressed as stated on the attached service list:

(BY UPS OVERNIGHT DELIVERY)

X.

Following ordinary business practices at the San Francisco office of FTI Consulting, Inc., I placed the sealed envelope(s) for collection and mailing with UPS on that same day. I am readily familiar with the finn's practice for collection and processing of correspondence for mailing.

Under that practice, such correspondence would be deposited with UPS on that same day, with postage thereon fully prepaid at San Francisco, California, in the ordinary course of business.

(FEDERAL)

I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made.

Executed on January 14, 2003 San Francisco, California.

Catherine Dolan

.L A

Cý Type or Print.Name Signature 01/14/03 12:35 PM

Proof of Service by UPS Next Day Air James L. Lopes, Esq.

Howard, Rice, Nemerovski, Canady, Falk & Rabkin Three Embarcadero Center, 7d! Floor San Francisco, CA 94111-4065

[Counsel to Debtor]

Robert Jay Moore Paul S. Aronzon Milbank, Tweed,Hadley & McCloy LLP 601 South FigueroaStreet

Los Angeles, CA 90017

[Counsel for Official.Committee of Unsecured Creditors]"

Office of the U.S. Trustee Attn: Stephen Johnson 250 Montgomery Street, Suite 1000

.,San Francisco, CA 94104-3401

PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO I am employed in the County of San Francisco, State of California. I am over the age of 18 and not a party to the within action; my business address is 199 Fremont Street, 8" Floor, San Francisco, California.

On January 14, 2003, 1 served on the parties listed on the attached Service List, the foregoing document(s) without exhibits described as:

FIFTH INTERIM APPLICATION OF FTI CONSULTING INC. FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES (AUGUST 1, 2002 THROUGH NOVEMBER 30,2002); DECLARATION OF THOMAS E. LUMSDEN IN SUPPORT THEREOF:

X by placing the _ original.X a true copy thereof enclosed in sealed envelopes addressed as stated on the attached service list:

(BY MAIL)

X Following ordinary business practices at the San Francisco office of PricewaterhouseCoopers LLP, I placed the sealed envelope(s) for collection and mailing with the United States Postal Service on that same day. I am readily familiar with the firm's practice for collection and processing of correspondence for mailing. Under that practice, such correspondence would be deposited with the United States Postal Service on that same day, with postage thereon fully prepaid at San Francisco, California, in the ordinary course of business.

(FEDERAL)

I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made.

Executed on January 14, 2003 San Francisco, California.

Catherine Dolan zA"..*

> N t fN Type or Print Name

% Signature 01114/03 12:41 PM

ML030230748

Contents

Text

SUMMARY

SUMMARY

SUMMARY

SUMMARY

SUMMARY

2.3 SubTotal

1.9 SubTotal

9.3 Total

0.9 SubTotal

1.3 Total

3.4 SubTotal

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