Exhibit 99.428



ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE

Second Annual Report to the Federal Energy Regulatory Commission




              California Power Exchange Corporation

              Market Compliance

              July 28, 2000

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

                                Table of Contents

                                                                                                       
1.1  Monitoring of Electricity Commodity Exchanges......................................................     6
1.2       Key Messages of This Report...................................................................     8
   1.2.1     The Markets Work...........................................................................     8
   1.2.2     The Importance of Focusing on Rules........................................................     8
1.3       Institutional Structure for Monitoring CalPX Markets..........................................    10
1.4       Activities of the Compliance Unit Over the Past Year..........................................    11
2.1 Introduction........................................................................................    13
2.2       Structure of California's Electricity System..................................................    14
   2.2.1  The Institutional Framework...................................................................    14
   2.2.2  Description of Auction Process................................................................    15
   2.2.3  Characteristics of California's Market System.................................................    16
   2.2.4  The Value of California Electricity Commodity Markets.........................................    17
   2.2.5  CalPX Markets in Relation to the Competition Transition Charge................................    19
   2.2.6  CalPX Markets in Relation to the WSCC Power Markets...........................................    21
2.3       Review of Significant Market and Institutional Changes........................................    22
   2.3.1  The Growth and Rapid Maturation of the Block Forwards Market..................................    22
   2.3.2  RMR Contract Revisions........................................................................    22
   2.3.3  Ancillary Services Redesign...................................................................    22
   Congestion Effects...................................................................................    22
2.4       CalPX Markets in Year Two.....................................................................    22
   2.4.1     Day-Ahead Market - Operations..............................................................    23
     2.4.1.1  Overview of Price Trends in the Day-Ahead Unconstrained Market
                from Year 1 to Year 2 of CalPX Operations...............................................    23
     2.4.1.2  Day-Ahead Unconstrained Price and Quantity................................................    30
     2.4.1.3 Post Close Quantity Match..................................................................    34
     2.4.1.4  Zero-Price Supply Bids versus Market Clearing Quantity....................................    38
     2.4.1.5  Market Share of Participants..............................................................    40
     2.4.1.6   Supply Resource Mix......................................................................    44
     2.4.1.7  Congestion................................................................................    46
     2.4.1.8    Path 26 and New Zone ZP26...............................................................    51
     2.4.1.9   Zonal Quantity Effects...................................................................    54
     2.4.1.10.    Financial Impact of Congestion........................................................    54
   2.4.2  Day-Of Market.................................................................................    56
2.5 The Relationship Between the CalPX Day-Ahead Market and other Markets...............................    61
   2.5.1  Market Share of CAISO.........................................................................    61
   2.5.2  Price Spreads.................................................................................    63
   2.5.3  Correlation Between Markets...................................................................    65
   2.5.4  Ancillary Services Prices and Volume..........................................................    68
   2.5.5  Block Forwards Market.........................................................................    71
2.6       Measures of Market Value......................................................................    73
3.1  Introduction.......................................................................................    76
3.2  Fundamental Models of Price Movements..............................................................    77
   3.2.1 Introduction...................................................................................    77
   3.2.2 The Basic Form of the Fundamental Price Analysis Model.........................................    77
3.3       Technical Models Concerning Price Behavior in CalPX Markets...................................    86
   3.3.1  Technical Price Movements and What They Communicate...........................................    86
   3.3.2 Price Mean Reversion...........................................................................    86
   3.3.3 Price Spike Behavior...........................................................................    87
   3.3.4 Market Volatility..............................................................................    88
3.4  Analysis of the Uncoupling of Wholesale and Retail Price
        Elasticity in California Electricity Markets....................................................    87


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 3


                                                                                                       
   3.4.1  Overview......................................................................................    88
4.1 Introduction........................................................................................    90
   4.1.1     Being Methodical in the Early Phase of Market Operations...................................    90
4.2 Market Monitoring Methods and Practices.............................................................    91
   4.2.1  Organization and Responsibilities of the Compliance Unit......................................    92
     4.2.1.1 Market Monitoring Group....................................................................    93
     4.2.1.2  Economic Analysis Group...................................................................    94
     4.2.1.3  Investigations and Inquiries..............................................................    94
4.3 The Role of Compliance in Policy-Making.............................................................    96
4.4  Establishment of Institutional Disciplinary Infrastructure.........................................    96
   4.4.1  The Problem...................................................................................    96
   4.4.2  Proposed Solution.............................................................................    97
   4.4.3  Roles of the MMC and Compliance with regard to the BCC........................................    97
4.5  Rules Changes......................................................................................    98
   4.5.1  Compliance's Recommendation...................................................................    98
   4.5.2 Current Rules Changes Being Contemplated.......................................................    99



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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 4



ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE

Second Annual Report to the Federal Energy Regulatory Commission

Executive Summary


         The California Power Exchange (CalPX) markets continue to work
         effectively and add value to the marketplace.

         The CalPX Day-Ahead Market grew from an annual volume in the first year
         of 189,000 GWh to 193,890 GWh in the second year, increasing its annual
         dollar volume from $5 billion to $6.3 billion. The volume of the Block
         Forwards contracts has increased steadily since the inception of the
         market, moving from a contract volume of 1900 MWh for August of 1999 to
         4700 MWh for August of 2000.

         The focus of the CalPX Compliance Unit (Compliance) is shifting from an
         emphasis on market design to monitoring market behavior. This involves
         focusing on rules, both violations of effective rules and changes in
         ineffective rules, to ensure that price signals are accurate and
         transparent. In turn, this best promotes sound decision-making by the
         private sector to make California's electricity markets truly
         competitive.

         Given this focus on price behavior, Compliance has conducted several
         studies, the conclusions of which are:


         -        Market price increases over the past two years can be largely
                  explained by changes in natural gas prices, weather, plant
                  availability, load forecasts, and lagged quantities and
                  prices. This indicates that CalPX Day-Ahead Unconstrained
                  Market Clearing Price (UMCP) has been fairly derived for the
                  first two years of market operations.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 5



         -        Although price spikes do occur, a Compliance mean reversion
                  model indicates that prices typically return to mean price
                  levels in less than two days. This is another indication that
                  CalPX markets are working fairly, with minimal signs of market
                  power.

         Compliance was involved in several investigations and many more
         inquiries into possible rules violations over the second year of
         operation. This compares with no investigations in the first year. This
         engagement in investigations has led Compliance to examine the original
         rules setting forth Compliance activities and to recommend several key
         changes that Compliance will be taking public for comment this year.

         The primary change being sought is to assure due process to protect the
         rights of Participants under investigation and the rights of the CalPX
         to conduct investigations, thereby helping to promote fair and orderly
         markets. Existing rules do not make these provisions. A new
         disciplinary procedure and the establishment of a Participant-run
         Business Conduct Committee (BCC) are the key points of this recommended
         rule change.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 6

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE

Second Annual Report to the Federal Energy Regulatory Commission

1.0  Introduction


1.1  Monitoring of Electricity Commodity Exchanges

         The Federal Energy Regulatory Commission (FERC), as part of its
         approval of California's electric industry restructuring, ordered both
         the California Independent System Operator (CAISO) and the California
         Power Exchange (CalPX) to maintain ongoing surveillance of their
         respective markets.(1) The FERC also ordered the monitoring functions
         of each institution to cooperate, recognizing the integrated character
         of the CAISO and the CalPX markets. In addition, the FERC required an
         annual report on market activities.(2) FERC emphasized the importance
         of market monitoring in its recent Order 2000 where each newly
         established Regional Transmission Organization (RTO) is required to
         implement market monitoring. In respect of the FERC's order and its
         emphasis on the importance of market monitoring, the following report
         is presented.

         In its first report to FERC, the CalPX Compliance Unit (Compliance)
         emphasized the responsibility commodity exchanges have to their
         participants and to the public to ensure that the markets are fair and
         efficient. This requires ongoing monitoring of trading activities and
         evaluation of structural factors that may impede achieving full
         efficiency in the market.

         In its first year, Compliance focused on tracking price movements,
         explaining the variances in price movements, and investigating specific
         complaints concerning alleged violations of rules and alleged
         intentions to manipulate abusively the CalPX and CAISO markets.


- ----------

(1)   Federal Energy Regulatory Commission. Docket No. EC96-19-001, et. al..
      October 30, 1997. pp. 239 and 246.

(2)   Ibid p. 240

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 7


         The second year of market operations placed new challenges before
         Compliance to ensure that the CalPX markets are fair and efficient. Bid
         behavior has become more diverse and, in some cases, subtler, requiring
         more refined analytical tools to understand and explain that behavior.

         Fundamental factors influencing the movement of prices changed
         considerably over the last year, causing prices to increase. Evidence
         of significant price increases examined only by descriptive techniques,
         however, could lead to concerns that competitive markets may not be as
         effective as envisaged by their designers. The inclination to suggest
         market power abuse is seductive, but may be premature without a
         thorough analysis of what is actually contributing to the price
         increases.

         Accordingly, Compliance has emphasized developing better tools to
         enable more sophisticated analyses of fundamental factors influencing
         price in the subtler bid environment evident in the second year of
         market operations. Together, these enhanced monitoring techniques tell
         a more reassuring story - that price increases are reflective only of
         fundamental changes and periodic price spikes are generally short-lived
         and show no indications of deliberate attempts to abusively influence
         prices during these events. In CalPX markets at least, this indicates
         no significant or persistent assertions of market power.

         Great emphasis has been placed on congestion dynamics in California
         markets and potentially significant changes will be introduced before
         the end of 2000. The CAISO has already instituted many amendments to
         its Tariff and Protocols during the second year of operation, including
         revisions of the Reliability Must Run (RMR) contracts and its Ancillary
         Services (AS) markets. These changes will be discussed as part of the
         descriptive review of market activity in Section 2.

         When California's markets initially opened, Compliance focused on
         ensuring a good market start up, establishing the basic information
         systems needed for general monitoring, and considering issues related
         to market power. Market power concerns received significant attention,
         as the Second Report of the CalPX Market Monitoring Committee (MMC)
         amply demonstrated.(3) Evaluation of market power concerns remains an
         important focus of Compliance, perhaps even more so for the MMC.

         Through the first year, market monitoring was necessarily guided by the
         hypotheses of various economic theories because a behavioral basis did
         not exist for evaluating market activities. However, after more than
         two full years of market operations, Compliance is now fundamentally
         focused on the behavior of market Participants and the price signals
         resulting from this behavior. For example, during this period
         Compliance conducted a major investigation into abusive market behavior
         and made inquiries into several less significant cases, some resulting
         in a determination that abuses had not occurred although they had been
         suspected. In addition, the data infrastructure and the scope of
         information are now so significant that analysis can be developed to
         deal with real behavior rather than hypothesized behavior, which has
         limited use in explaining whether particular behaviors are abusive or
         contribute to market inefficiencies.

- -------------
(3)   Second Report on Market Issues in the California Power Exchange Energy
      Markets of the MMC. Sections V, VI and VII.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 8


         The challenge of developing more sophisticated analytical capabilities
         required the addition of economic analysts with responsibilities for
         this task. The need for better explanations of daily and weekly market
         events also required adding staff as well. These staffing and
         organizational changes are discussed in Section 4.

1.2     Key Messages of This Report

1.2.1    The Markets Work

         In the past year, the CalPX has continued to add Participants, a sure
         sign that the system is working and adds value to the electricity
         marketplace. Participants increased from 39 at the start of operations
         on March 31, 1998 to 68 Participants in July 1999 to a current level of
         74. During the last year approximately 232,800 GWh of electric power
         were traded in the CalPX Day-Ahead Market and the CAISO Ancillary
         Services and Real-Time Markets, involving $7 billion of transactions on
         the buy and sells sides for a total of $14 billion in dollar volume.
         The Day-Of Market(4) grew from an annual volume of 400 GWh last year to
         731 GWh this year, achieving an annual dollar volume of $21 million. In
         October 1999 alone, CalPX settled close to $800 million in both
         markets. This implies an ability to handle a total transaction volume
         (both buy and sell side) at an annual rate of close to $20 billion. Not
         only does the CalPX handle this large volume of transactions; it has
         processed and settled this large volume from both markets with less
         than one-tenth of 1% of the transactions being disputed - a remarkable
         effort for a new exchange.

         Two new products were created last year. The Block Forwards Market
         (BFM) for trading monthly block forward energy contracts opened on June
         10, 1999. It has grown during the past year to a current monthly
         average of 1,982 contracts with a total dollar volume from inception to
         March 31, 2000 of $245 million. The Post Close Quantity Match ("PCQM")
         service has also grown. It started on July 28, 1999 and traded a volume
         of 339,386 MWh during the past year for a total dollar volume of $7.78
         million. Two new products launched last year, the Book Out service and
         Green Exchange service, have thus far been unsuccessful.

1.2.2    The Importance of Focusing on Rules

         The U.S. Department of Energy (DOE) in its report Horizontal Market
         Power in Restructured Electricity Markets,(5) expressed concern that
         monopoly power was being exercised in California:

                  There is strong evidence that market power has been exercised
                  in the electricity context. In both the United Kingdom (U.K)
                  and California, where data from competitive electricity
                  generation markets are now available, researchers have found
                  that wholesale power prices have been as much as 75 % above
                  competitive levels at times.(6)

- ------------

(4)   Formerly the Hour-Ahead Market

(5)   Horizontal Market Power in Restructured Electricity Markets, March 2000,
      Office of Economic, Electricity and Natural ass Analysis, Office of
      Policy, U.S. Department of Energy, Washington, DC 20585/

(6)   Ibid, Executive Summary, p. v.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 9

         Concern about market power is understandable given that electric power
         restructuring involves trying to make natural monopolies competitive. A
         recent Compliance analysis shows that virtually all price increases in
         the past two years can be explained by underlying known factors such as
         weather, natural gas prices, and forecasts. This leaves only a small
         percentage of variance that cannot be explained at least in CalPX
         markets. The resulting prices suggest that the markets are not
         influenced by exertions of market power and that restructuring is
         working.(7) In addition to showing that most price increases are
         explainable, the study also notes that price spikes quickly revert to
         the average for the time period - within two days. This provides strong
         evidence that market power is not a serious phenomenon in California
         under the DOE definition: "Market power is the ability of a supplier to
         profitably raise prices above competitive levels and maintain those
         prices for a significant time period."(8)

         Compliance's analysis is summarized in Section 3.

         Apart from the lack of evidence of market power, there is the question
         of whether it can be effectively measured in a manner useful to the
         needs of ongoing monitoring of multiple markets.

         The Federal Energy Regulatory Commission (FERC), for instance,
         describes the difficulties of measuring market power in its State of
         the Markets 2000 paper:

                  All types of quantitative market power analysis depend
                  critically upon appropriate definitions of the relevant
                  market, in terms of their services being offered and
                  geographic scope. This is an extremely complex and difficult
                  step, and there are fundamental uncertainties and judgment
                  calls involved. However, quantitative analysis offers insights
                  which customer perceptions and evidence cannot provide,
                  especially in the area of anticipating the effect of changes
                  on the potential for the exercise of market power.(9)

                  Even with an understanding of the basic mechanisms of price
                  formation and behavior in network industries, the
                  interpretation of price data is extremely difficult and
                  remains subject to uncertainty. The commission is not in a
                  position to create definitive or automatic procedures for the
                  analysis and interpretation of price information."(10)

         Even in recognizing the difficulties, the FERC emphasizes the
         importance of monitoring market power abuses. Compliance agrees.

- -----------------

(7)   During periods of unusual events where price spikes rapidly develop,
      suppliers with low production costs can certainly benefit significantly.
      This opportunity for extraordinary profits are not necessarily (and in
      CalPX market do not appear under any case) excess of market power. Price
      spike events reflect both fundamental and technical factors that create
      them, and, to some degree, psychological factors that contribute to price
      run-ups. There will always be important public policy debate over whether
      such excess profits are appropriate. The analyses presented here are
      intended to report on what is observed. The social, moral, political and
      judicial implications are for other to consider.

(8)   Op. Cit. P. v

(9)   State of the Markets 2000: Measuring Performance in Energy Market
      Regulation, Federal Energy Regulatory Commission, March 2000, James J.
      Hoecker, Chairman, p. 39.

(10)  Ibid, p. 27.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 10


1.3      Institutional Structure for Monitoring CalPX Markets

         The first report to FERC included a general description of the
         institutional structure and associated responsibilities that pertain to
         market monitoring at the CalPX. This framework remains largely
         unchanged. For purposes of thoroughness, the following paragraphs are
         updated from the first report.

         The CalPX included as part of its Tariff and Protocol filings with the
         FERC the establishment of an independent Market Monitoring Committee.
         If the CalPX were a traditional membership exchange, the function of
         the Committee would be an internal part of the operation of the
         exchange and Participants of the CalPX would likely serve on this
         Committee.

         The MMC currently has three independent members. The CalPX Governing
         Board elects each member for a three-year position on the Committee.
         The terms are staggered so that at least one member is subject to
         renewal or replacement annually. Committee members cannot consult to
         nor have affiliations with any Participants in CalPX markets. They are
         restricted in the use of any private information they obtain as members
         of the Committee.

         The Compliance Unit carries out the monitoring and analysis of market
         behavior in the CalPX markets. The Unit currently has a Vice President
         in charge and staff groups reporting to him - Market Monitoring and
         Economic Analysis. In addition, an Acting Director of Investigations
         has been established to work through the caseload developed over the
         last year. Depending on the ongoing level of investigations, this
         Acting Director may become a full-time position in the following year,
         or it may be eliminated as unnecessary.

         In addition to daily monitoring of markets, the Compliance staff is
         responsible for developing fundamental analyses of markets, models and
         methods of effective monitoring, and for carrying out investigations of
         market abuse. When complaints are filed with Compliance or the MMC,
         Compliance undertakes the appropriate inquiries. Also, Compliance may
         initiate investigations if evidence of market abuse is detected or
         developed through analysis.

         Completed investigations are reported to the CalPX Chief Executive
         Officer (CEO) and the Chairman of the MMC. Based on findings, the CEO
         may refer the investigation to the Governing Board of the CalPX and/or
         appropriate Federal authorities.

         Experience in the second year revealed certain weaknesses in the
         institutional configuration for market monitoring. Specifically, the
         judicial processes associated with investigations are inadequate and
         require refinements to ensure that Participants are fairly treated and
         inquiries and investigations are not pursued for frivolous or less than
         fully substantiated reasons. The need for a code of conduct and for
         sanctions and penalties was amplified by the investigations activities
         conducted in the second year of market operations. These matters are
         discussed in Section 4.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 11


1.4     Activities of the Compliance Unit Over the Past Year

         The Compliance Unit has been monitoring the California electricity
         markets since April 1998. In accordance with the California Power
         Exchange Market Monitoring and Information Protocol (PMMIP), Compliance
         activities have focused on practices or behaviors deemed to be
         detrimental to efficient and fair operation of the markets. As noted in
         Section 2 of the Protocol, practices subject to scrutiny include, but
         are not limited to:

         -        Anomalous market behavior.

         -        Withholding of capacity.

         -        Unexplained re-declarations of the availability of resources.

         -        Unusual transactions.

         -        Bidding patterns not consistent with market conditions.

         -        Unusual activities associated with imports and exports of
                  energy.

         -        Market design flaws.

         -        Abuse of Reliability Must-Run status.

         -        Gaming.

         -        Market structure flaws.

         During the second year of operation, the Compliance Unit accomplished
         the following:

         -        365 daily market reports analyzing and explaining market
                  prices.

         -        Nine monthly reports to the MMC and the Chief Executive
                  (converted to quarterly reports beginning in the fourth
                  quarter of 1999).

         -        Ten meetings of the Market Monitoring Committee.

         -        Support to the MMC for its report to FERC in response to a
                  1999 order to address questions concerning RMR contract
                  redesign and Ancillary Services redesign.

         -        Ongoing review of anomalous results criteria. No anomalous
                  results were triggered in the second year of market
                  operations.

         -        Substantial enhancement in the data infrastructure to support
                  market monitoring, including revisions to the data warehouse,
                  creation of new data marts, significant upgrades in computers
                  and storage systems for monitoring purposes.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 12



         -        Conduct of required investigations.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 13



2.0     California's Electricity Market System


2.1      Introduction

         This section describes California's electric power system in its second
         year of restructuring. Significant changes in the system, some related
         to CAISO market redesigns and revisions to its rules, have had impacts
         on CalPX markets this past year and are also discussed.

         The principal areas of change are:

         -        Revisions to CAISO Ancillary Services markets and Reliability
                  Must-Run contracts.

         -        Introduction of the rational buyer regime.

         -        Addition of a new zone associated with Path 26.

         -        Modifications in the settlements process.

         -        Introduction of the Block Forwards Market.

         -        Expansion of the Post-Close Quantity Match.

         In addition, market conditions changed considerably between the first
         and second year. Principally, these changes involve significantly
         increased congestion and evidence of a bifurcation in the California
         market system, likely caused by congestion effects. In Year 1, the
         correlation in prices was high between the northern terminus and the
         southern terminus of Path 15 (NP15 and SP15 respectively) and the
         unconstrained market clearing price (UCMP). However, in Year 2, they
         are largely not correlated. These changes have strategic and economic
         implications for California markets.

         This section will summarize the behavior of CalPX market prices,
         comparing the second year to the first year. Subsequent sections will
         analyze and explain the price behavior. It begins with a description of
         the structure of California's market system, followed by a discussion
         of the principal changes in the design of markets in California. Other
         institutional changes and associated issues will be discussed to ensure
         readers have a context in which to appreciate both the descriptive and
         analytical sections that follow.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 14

2.2      Structure of California's Electricity System

         As noted in the first annual report, California restructured its
         utility industry through a complex stakeholder process that brought
         diverse interests together to build a consensus vision of the future
         electricity industry. While the process of redesign continues, the core
         structure and operation of the CalPX is largely unchanged in the second
         year of market operations.

         Nevertheless, in the second year of operations, several key
         developments occurred in the CalPX markets, including:

         -        Steady growth in valid hours of operation of the Day-Of Market
                  (discussed in Section 2.4).

         -        Remarkable growth in participation and in volumes in the CalPX
                  Block-Forwards Market (reported in Section 2.4).

         -        Broadening of the Post-Close Quantity Match (discussed in
                  Section 2.4).

         The CAISO has actively continued to change key aspects of its
         operations.(11) The changes made thus far and those changes
         contemplated for the future will be discussed in this and following
         sections.

2.2.1    The Institutional Framework

         For ease of reference, the description of the institutional framework
         defining California's restructured electric power system is adapted
         from the first Compliance report.

         The California wholesale electricity marketplace has two principal
         components - a market of contracts executed directly between buyers and
         sellers (referred to as the bilateral market) and buy-sell transactions
         executed through organized commodity-exchange type markets (referred to
         as exchange-based markets).

         During the mandated transition period in California, investor-owned
         utilities (IOUs) are required by law to buy and sell their electricity
         through the CalPX(12). The CalPX is a commodity exchange for
         electricity; it runs a Day-Ahead Market, a Day-Of Market, and a
         Block-Forwards Market. The Day-Ahead Market is an auction system of 24
         hourly markets, bid for simultaneously and cleared at the same time.
         The Day-Of Market is composed of 24 auctions conducted in three batches
         over the course of a day. These allow


- -------------
(11)  Changes made by the California ISO are detailed in the California ISO
      Annual Report on Market Issues and Performance, prepared by the CAISO
      Market Surveillance Unit, June, 1999.

(12)  As of June 8, 2000 the California Public Utility Commission (CPUC)
      effectively altered the terms and conditions of the transition period. In
      a 3 to 2 vote, the CPUC approved an alternate decision to that recommended
      by the appointed administrative law judge in a case involving requests by
      one of the investor-owned utilities to exit from the transition period
      early because its CTC had been recovered. The alternate decision redefined
      the transition period to allow for multiple exchanges as vehicles for CTC
      recovery, subject to CPUC approval as a qualified trading vehicle. Because
      the implications of this decision are unclear in terms of impact, or the
      effective timing of the emergence of alternative qualified trading
      vehicles to the California Power Exchange, the discussion of the
      transition period and the associated structure does not incorporate
      consideration of this significant change in its terms and by implication
      its duration.

- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 15


         buyers and sellers to adapt to unexpected circumstances occurring the
         day in which power is being delivered based on the preceding Day-Ahead
         auction. The Block-Forwards Market began operating June 10, 1999, and
         consists of a forward contract of 16 on-peak hours, traded in multiples
         of 1 or 25 MWs. It allows participants to realize the benefits of
         forward contracts while also participating in the efficient and
         transparent CalPX Day-Ahead and Day-Of markets where delivery and
         settlement are arranged.

         The CalPX is also a Scheduling Coordinator (SC). SCs were established
         as part of the California system to manage the transmission assets of
         California's IOUs. SCs are qualified by the CAISO to submit balanced
         schedules of electricity supply and demand for use of the transmission
         network the CAISO administers. Access to the CAISO transmission network
         is restricted to SCs.

         The CAISO manages the transmission network in real time. Its mission is
         to ensure at least as high reliability as the transmission owners
         provided prior to its formation. Market mechanisms are used to ensure
         continuously high reliability. To this end, the CAISO runs a Real-Time
         Market, an auction that runs every 10 minutes around the clock, but is
         settled hourly. This auction's purpose is to enable the CAISO to
         acquire the power needed to ensure that the system stays in balance and
         operates reliably.

         System reliability is derived from various forms of reserves as well.
         These are obtained through acquisition of capacity in four markets
         referred to generically as the Ancillary Services (AS) Markets,(13) and
         through contracts for system regulation and system reliability power
         supply. The four generic Ancillary Services Markets are (1) Spinning
         Reserves, (2) Non-Spinning Reserves, (3) Regulation and (4)
         Replacement. In addition, the CAISO obtains local reliability related
         resources through Reliability Must-Run contracts.(14)

         Both the CalPX and the CAISO were created by the California Legislature
         and operate as not-for-profit public benefit corporations under
         California law. The Governing Board of each institution is made up of
         stakeholders. Board members are asked to function as true corporate
         board members, not as representatives of their constituents.

         Assembly Bill 1890 established the Electricity Oversight Board (EOB) so
         the State of California could retain an ongoing involvement in the new
         electric market system. The Governor appointed the initial Electricity
         Oversight Board, which then elected the original Governing Board
         members for both the CAISO and the CalPX.

2.2.2  Description of Auction Process

         Prior to 7 a.m., buyers and sellers submit to the Day-Ahead Market
         their final portfolio energy supply and demand bids for each of the
         next 24 hours. These bids are used to determine the intersection
         between supply and demand, which sets the overall market-clearing price
         and quantity. The auction for each of the 24 hours is conducted
         individually. About 7:15 A.M., the CalPX notifies successful bidders of
         the hourly market-clearing prices and quantities they were awarded.


- ------------
(13)  The FERC in its July 17, 1998 order said that Replacement was not an
      Ancillary Service.

(14)  On April 2, 1999, a partial settlement to revise the structure of
      Reliability Must-Run contracts was filed to the FERC in Docket ER98-441 et
      al.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 16

         By 9 a.m., generating (supply) participants submit to the CalPX their
         Initial Preferred Schedules, providing details of the specific
         generating units, imports, exports, SC transfers, and loads that
         fulfill the aggregate awards from the auction. At this time, all
         participants also submit their Schedule Adjustment Bids for inter-zonal
         transmission congestion. By 9:30 a.m., generating participants submit
         their bids for Ancillary Services.

         By 10 a.m., the CalPX and other Scheduling Coordinators submit to the
         CAISO their Initial Preferred Schedules for participants who have been
         scheduled, along with Schedule Adjustment Bids and Ancillary Services
         bids.

         By 11 a.m., the CAISO completes the first iteration of its Congestion
         Management across the various well-defined transmission zones. If no
         inter-zonal congestion exists, the CAISO issues Final Day-Ahead
         Schedules, including the schedules for Ancillary Services selected in
         the CAISO's Ancillary Services auction. On the other hand, if
         congestion occurs, the CAISO provides CalPX and other Scheduling
         Coordinators with the estimated Day-Ahead Transmission Usage Charges, a
         suggested Adjusted Day-Ahead Schedule, and a preliminary schedule and
         prices for Ancillary Services.

         By noon, if inter-zonal congestion exists, the CAISO permits Scheduling
         Coordinators to submit Revised Preferred Day-Ahead Schedules. The CalPX
         does not change the CAISO's adjusted Day-Ahead energy schedule that is
         received by 11 a.m.. At 1 p.m., the CAISO performs the second iteration
         of its congestion management establishing the Final Day-Ahead
         Schedules, including the schedules and prices for Ancillary Services,
         and the final Day-Ahead Transmission Usage Charge rates. Approximately
         15 minutes later, the CalPX provides the hourly market-clearing prices
         for all the congestion zones.

         At approximately 1:30 p.m., the CAISO determines whether the Ancillary
         Services auctions have any deficiencies and also evaluates Reliability
         Must-Run requirements relative to the Final Day-Ahead Schedules.

         The Day-Ahead Market process ends at approximately 5 p.m. when the
         CAISO notifies participants of any changes in the Final Day-Ahead
         Schedules. These changes may result from shortfalls in Ancillary
         Services or from generation requirements for Reliability Must-Run.

2.2.3  Characteristics of California's Market System

         The California energy auction process has two characteristics. First,
         the CalPX, the CAISO and other Scheduling Coordinators interact closely
         in matching participants' generation and loads and transmission needs.
         Second, the adjustment process follows the bidding process. The CalPX
         participants allocate their generation capacity according to their
         perceived opportunity costs. The CalPX Market Monitoring Committee has
         described the consequence of this sequencing:

                  Most participants will be eligible to bid in several of the
                  markets. The exact sequence of bids and market responses
                  affects how they will bid. Bids in the Day-Ahead energy market
                  are accepted before bids in the AS markets need to be placed.
                  If generators want to offer a larger quantity in any AS
                  market, they must offer a smaller amount of their given
                  capacity in the Day-Ahead market. They can implement this
                  directly, or they can offer the smaller quantity at
                  "reasonable" prices,

- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 17

                  and then offer the rest at very high prices. Once the
                  Day-Ahead market results are revealed at 7:15 a.m., the
                  generators know how much capacity they actually can offer to
                  the AS markets.

         By bidding for some of its capacity at a price sufficiently higher than
         the predicted market-clearing price, a generation participant can be
         assured that this capacity will not be awarded in the Day-Ahead Market.
         The capacity will then be available for bidding in the later markets as
         the participant follows the auction sequence. Holding capacity for this
         later bid has the effect of reducing supply and therefore increasing
         price in the Day-Ahead Market. This creates an inherent linkage among
         the markets: capacity sold in an earlier-closing market is not
         available for a later-closing market, and capacity held back to be bid
         later is not available in an earlier market.

2.2.4  The Value of California Electricity Commodity Markets

         The market structure in California is composed of seven distinct active
         markets interacting in varying degrees under different
         circumstances.(15) Table 1 and 2 below summarize the size of the
         markets in each year of operation.(16)

- --------------

(15)  If the four CAISO Ancillary Services markets for Hour-Ahead were included,
      there would be 11 markets.

(16)  See Appendix __ for details on how market values were calculated.


- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 18


TABLE 1:  CALIFORNIA'S WHOLESALE ELECTRICITY MARKETS: APRIL 1998 - MARCH 1999



        Market                Annual Volume     Annual Average Price      Annual Dollar
                              (GWh)                                       Volume
                                                                          ($ million)
        -------------------------------------------------------------------------------
                                                                 
        CalPX Day-Ahead       189,000           $24.44/MWh                $5,033

        CalPX                 400               $29.34/MWh                $21
        Day-Of/Hour-Ahead(17)

        CAISO Real-Time       10,000            $25.62/MWh(NP15)          $296
                                                $23.54/MWh (SP15)

        CAISO AS - Spin       6,700             $13.43/MW                 $90

        CAISO AS - Non-Spin   5,500             $7.27/MW                  $40

        CAISO AS -            14,800            $34.0/MW                  $500
        Regulation\

        CAISO AS -            5,000             $13.80/MW                 $69
        Replacement

        Block Forwards
        -------------------------------------------------------------------------------
        Total                 231,400           ----                      $6,049
        -------------------------------------------------------------------------------


- -----------

(17)  Day-Of/Hour Ahead data are annualized. The market opened on August 1,
      1998. Eight months of volume and value were divided by 8 and multiplied by
      12. Average price was kept the same.

- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 19


TABLE 2  CALIFORNIA'S WHOLESALE ELECTRICITY MARKETS: APRIL 1999 - MARCH 2000

Waiting on ISO confirmation of volumes and prices for Real-time and AS



       Market                        Annual Volume     Annual Average       Annual Dollar
                                     (GWh)             Price                Volume
                                                                         ($ million)
       -------------------------------------------------------------------------------
                                                                      
       CalPX Day-Ahead               193,890           $32.43/MWh wgt.         $6,288
                                                       Avg.

       CalPX Day-Of/Hour-Ahead(18)       731           29.26                   $21

       CAISO Real-Time                 2,000           NP  30.46/MWh           60
                                                       SP  29.52/MWh

       CAISO AS - Spin                 7,300           7.03/MWh                51

       CAISO AS - Non-Spin             6,915           4.00/MWh                28

       CAISO AS - Regulation          13,181           20.03/MWh               264

       CAISO AS - Replacement          2,873           6.07/MWh                17

       Block Forwards                  5,940           $41.35/MWh              $245
       -------------------------------------------------------------------------------
       Total                         232,830                                   6,974
       -------------------------------------------------------------------------------


Waiting for Settlement data

         The CalPX received administrative fees totaling $XXXX for the period
         April 1, 1999 through March 31, 2000.

2.2.5  CalPX Markets in Relation to the Competition Transition Charge

         The Competition Transition Charge (CTC) remains a critical element in
         the operation of CalPX during the transition period. While CalPX
         markets have diversified and grown beyond merely functioning as a
         mechanism for stranded cost recovery, this remains an important
         function the institution performs through the transparency of its
         markets. The discussion below is, again, extracted from the first
         report because it is important to have a clear understanding of the
         role of CTC recovery and how it works.

         CTC is defined in detail in Section 367 of AB 1890:

                  The commission [California Public Utilities Commission (CPUC)]
                  shall identify and determine those costs and categories of
                  costs for generation-related assets

- ------------

(18)  Day-Of/Hour Ahead data are annualized. The market opened on August 1,
      1998. Eight months of volume and value were divided by 8 and multiplied by
      12. Average price was kept the same.


- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 20


                  and obligations, consisting of generation facilities,
                  generation-related regulatory assets, nuclear settlements, and
                  power purchase contracts, including, but not limited to,
                  restructuring, renegotiations or terminations thereof approved
                  by the commission, that were being collected in
                  commission-approved rates on December 20, 1995, and that may
                  become uneconomic as a result of a competitive generation
                  market, in that these costs may not be recoverable in market
                  prices in a competitive market, and appropriate costs incurred
                  after December 20, 1995, for capital additions to generating
                  facilities existing as of December 20, 1995, that the
                  commission determines are reasonable and should be recovered,
                  provided that these additions are necessary to maintain the
                  facilities through December 31, 2001.

         Section 367 addresses the stranded costs associated with restructuring.
         Stranded costs are defined as generation plants approved by the CPUC
         and built to serve the monopoly franchises held by IOUs prior to
         restructuring that no longer hold a value at least equal to their
         costs. AB 1890 accepted the prevailing argument concerning stranded
         costs that without compensation IOU shareholders would have unfairly
         shouldered the burden of associated losses when regulatory approvals
         had been granted and plants built and placed in service for the benefit
         of customers. The CTC allows for IOU recovery of such stranded costs.
         AB 1890 allows for CTC to be collected from customers to offset these
         costs, but only until December 31, 2001, with certain exceptions also
         detailed in the law.

         The CalPX is central to the collection of the CTC. As part of
         restructuring, electricity rates were reduced by 10% and frozen at that
         level until all of the CTC is collected or December 31, 2001, whichever
         comes first. A CTC charge is shown on customer bills. The CTC charge,
         however, is not fixed.(19) It fluctuates because it is the difference
         between the rate cap and the utility's cost of buying power at the
         CalPX (plus other charges such as transmission and distribution costs).
         If the CalPX price goes up, the CTC is recovered more slowly because
         electricity rates to the customer cannot change. If the CalPX price
         goes down, the CTC is recovered more rapidly. The IOUs are obligated by
         the CPUC and the FERC to sell and buy all their power through the CalPX
         for a fixed transition period.(20) Stakeholders have various views on
         the duration of the transition period. Some argue it ends at December
         31, 2001, others that it ends when the CTC is fully collected.

         One IOU, San Diego Gas & Electric (SDG&E) recovered its CTC earlier
         than expected. Others may as well. One reason for this is that IOU
         generation plants sold at higher than expected multiples of book value.
         Consequently, the size of total CTC will be smaller, i.e., the IOUs
         will be facing smaller losses, or, in some cases, earning profits, on
         the sale of generating assets. Also, plant divestiture is proceeding at
         a fast pace. For example,

- ---------

(19)  The CTC calculation method was ordered by the California Public Utilities
      Commission in D.97-08-056, Order 12.c., p. 65. It is calculated residually
      by subtracting from the applicable rate all other charges, i.e.
      distribution, generation, transmission, public purpose charges, and any
      other surcharges. It is calculated for a specific time frame (e.g. weekly
      or monthly) on an ex post basis as a rolling average for each time of use
      period in a customer's billing period. Generation costs are based on an
      average CalPX price. Averaging is done first on a weekly basis and then a
      rolling average of usually four weeks is calculated to cover the different
      monthly billing cycles for different customers. This total amount is
      divided by the total number of hours for the time-period used to yield an
      average hourly CTC charge. Details of how the charge is calculated, and
      the reasoning behind the method chosen, can be found in Section VIII.B.1
      of D.97-08-056.

(20)  See, e.g., California Public Utilities Commission, D. 95-12-063, December
      20, 1995 as modified by D. 96-01-009; 77 FERC p.61, 265.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 21

         SDG&E, completed the sale of its fossil fuel plants late in 1998 and
         terminated its rate freeze as of July 1999.

         The significance of the collection of the CTC for the Day-Ahead Market
         is important. At least during the transition period, the true impact of
         the Day-Ahead Market on value actually exceeds its aggregate annual
         value measured in dollar volume. CTC recovery alone makes this so. The
         initial CPUC rate filings of California's IOUs estimated the total CTC
         to be approximately $27 billion.(21)

         Further, the CalPX market also influences, through contracts that use
         CalPX prices as reference points, electricity prices throughout the
         western United States, a power market of approximately 742 TWhs per
         year.(22)

2.2.6  CalPX Markets in Relation to the WSCC Power Markets

         In the two years since the opening of the CalPX markets, power trading
         in the western states has evolved to adapt to the establishment and
         effective operation of a deep and liquid commodity exchange for
         electric power.

         Prior to the restructuring in California, the Western Systems
         Coordinating Council (WSCC) power markets were exclusively bilateral -
         i.e., transactions took place between buyers and sellers without the
         involvement of intermediaries, or multi-party transactions were
         organized through a power-marketing intermediary, but not executed on a
         formal commodity exchange.

         In the past two years, exchange-based markets have been integrated into
         the broader western states system in several ways:

         -        Northwest and Southwest buyers make use of CalPX markets not
                  only as demand centers offering opportunities for the sale of
                  power, but as a ready supply center during periods of high
                  demand in their own regions. Also these regions, in particular
                  the Northwest, rely on CalPX markets for unexpected supply
                  needs.

         -        Power marketers are using CalPX prices as reference or index
                  prices for their bilateral contracts, throughout the West.

         -        Traders and brokers are entering CalPX markets performing, de
                  facto, the role of market makers and speculators, especially
                  during periods of high market volatility and uncertainty.

         -        Bilateral traders are using all CalPX markets, and associated
                  liquidity, coupled with systematic exploitation of congestion
                  patterns in California (fully risk hedged through various
                  financial instruments) in the development

- ----------

(21)  PG&E (Application 96-08-070) $11.4 billion, SCE (Application 96-08-71)
      $13.8 billion, SDG&E (Application 96-08-072) $2.0 billion. Total $27.2
      billion. The numbers reported most often in the press are $28 billion and
      $28.5 billion, which were from the original filings. These were reduced
      slightly where they did not conform to AB1890. As stated in the text, the
      sales prices of plants could make the actual figure smaller.

(22)  Source is WSCC Summary Information for 1998 at www.wscc.com/ wscc.pub.htm.



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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 22


                  and management of their portfolios. In other words,
                  exchange-based markets have been largely integrated into a
                  broadened trading system in the West.

         While CalPX prices are having an impact throughout the western United
         States, the Must-Buy/Must-Sell provisions of AB 1890 focused most of
         the trading activity in California. Creating the CAISO placed an
         additional institution between out-of-state users of California
         transmission and California generators and buyers. Nevertheless,
         California is firmly linked financially, as evidenced by the
         aforementioned indexing to CalPX prices and the presence of marketers
         who trade in CalPX markets as well as actively throughout the West.

2.3     Review of Significant Market and Institutional Changes

         Several significant market and institutional changes occurred in the
         second year of operations. These include:

         -        The growth and rapid maturation of the Block Forwards Market.

         -        The revision of RMR contracts and Ancillary Services markets
                  by the CAISO.

         -        The significant increase in congestion.

         -        These changes are discussed below.

2.3.1    The Growth and Rapid Maturation of the Block Forwards Market

                                 [PLACE HOLDER]

2.3.2    RMR Contract Revisions

                                 [PLACE HOLDER]

              Report on Wolak study and MMC study, note differences, etc.

2.3.3    Ancillary Services Redesign

                                 [PLACE HOLDER]

Congestion Effects

                                 [PLACE HOLDER]

2.4      CalPX Markets in Year Two

         This section describes in detail the price patterns and associated
         characteristics of CalPX markets. The emphasis is on the second year of
         market operations compared to the first year, and, in some cases,
         cumulative two-year patterns.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 23

2.4.1    Day-Ahead Market - Operations

2.4.1.1  Overview of Price Trends in the Day-Ahead Unconstrained Market from
         Year 1 to Year 2 of CalPX Operations

         Prices changed significantly between the first and second year on a
         nominal basis, reflecting a fairly dramatic upward movement. But almost
         all of the increase in price is explained by fundamentals. Stripped
         away, the unexplained variance in prices is small and appears to have
         contributed nothing to the trends.

         The Day-Ahead unconstrained market averaged $24.44/MWh for the first
         year of operation covering the period from April 1, 1998 to March 31,
         1999. The second year of operation, from April 1, 1999 to March 31,
         2000, saw an increase in the average price to $30.90/MWh a 26%
         increase. The maximum price was higher in the second year of operation
         by $34/MWh, reaching $225/MWh. However, the standard deviation of the
         price was lower in the second year by 15%, indicating less volatility
         in the market.

FIGURE 1 DAY AHEAD UNCONSTRAINED MARKET CLEARING PRICE

                                  [BAR CHART]

         The UMCP is primarily influenced by several external factors including
         temperature, load forecast, natural gas price, and resource
         availability. Temperature and resource availability are more likely to
         influence short-term price spikes for hours or days, while load
         forecast and natural gas prices have greater influence on trends over
         months or years.

         A comparison of the monthly average UMCP for the first year and second
         year of operation is shown in Figure 1. The average price for Year 2 is
         higher in all months except July and August of 1999. Significant events
         can be identified during the first two years that generally explain the
         rise in the average price. For example, in May and June of 1998, the
         oceanographic phenomenon called "El Nino" resulted in a surplus of
         hydroelectric generation in California and about 150 hours with a UMCP
         of $0/MWh. July and August of 1998 were extremely hot with average
         temperatures seven degrees


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 24


         above normal. The UMCP for October 1999 averaged 78% greater than
         October of 1998 also because of unseasonably warm temperatures.
         Compounding the unusually high load in October 1999 were three
         additional factors: (1) an outage of Diablo 2 nuclear unit for the
         entire month, (2) an increase on October 1, 1999 of the CAISO price cap
         to $750 from $250, and (3) frequent and severe congestion on Path 15.
         From January through March of 2000, the average UMCP prices were about
         50% higher than the same months the year before. This higher UMCP for
         the first three months of 2000 corresponds to proportionally higher
         prices of natural gas. In addition, there was significantly less
         hydroelectric power availability in January and February 2000.

         The external factors that influenced prices in the Day-Ahead
         unconstrained market will be described in more detail below.


FIGURE 2 PRICE DURATION CURVE

                                  [LINE CHART]

         The price duration curve shown in Figure 2 indicates that for
         approximately 95% of the time, the Year 2 prices were higher than the
         Year 1 prices by about $6/MWh. However, Year 1 appears to be more
         volatile as seen by the greater number of high priced hours. Prices
         were greater than $100/MWh in Year 1 for approximately 97 hours
         compared to only 60 in Year 2. At the highest price range, prices were
         above $150/MWh for only 42 hours in Year 1 but only 20 in Year 2. This
         corresponds to the higher standard deviation for Year 1 as seen in
         Figure 1

         TEMPERATURE

         Temperature spikes account for most of the price spikes in the
         Day-Ahead unconstrained market. The number of other external factors
         experienced at the same time has a compounding effect and greatly
         influences the magnitude of the price spike. As temperatures approach
         the 100 degree mark, the Day-Ahead market inevitably reaches

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 25

         high price levels. The longer the heat wave, the higher the price
         spike. In general, however, temperature spikes and price spikes do not
         last more than a few days.

         Figure 3 shows Year 1 of operations. The summer of 1998 experienced
         four heat waves where daily maximum prices exceeded $150/MWh.


FIGURE 3 YEAR 1 DAILY UMCP RANGE VS. TEMPERATURE

                                  [LINE CHART]

         Severe cold weather can also create a price spike in the Day-Ahead
         unconstrained market. The West Coast was overwhelmed by a cold front
         for the five days before Christmas of 1998. Heating load was high in
         California. Compounding the impact of the cold weather was an outage of
         the Diablo nuclear unit. Also contributing to the high UMCP prices was
         the high price of natural gas, prices peaked at about $7/MMBtu, due to
         high demand in Northern California and the Pacific Northwest.

         Figure 4 shows the relationship between UMCP and temperatures for Year
         2 in which six episodes of price spikes above $100/MWh occurred. The
         three summer spikes occurred at the beginning and end of the summer.
         Three of the spikes occurred in October 1999. Although more frequent
         episodes occurred in Year 2, the spikes were of shorter duration and
         generally less severe.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 26


FIGURE 4 YEAR 2 DAILY UMCP RANGE VS. TEMPERATURE

                                  [LINE CHART]

         FORECAST LOAD

         Figure 5 shows that the CAISO load forecast for Year 1 was consistently
         lower than the load forecast for Year 2. The exception to this
         observation is for the months of July and August 1998 when California
         experienced an exceptionally hot summer. Year 2 forecast load was an
         average of 3.7% higher than Year 1 forecast load, reflecting the
         general economic growth in California.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 27



FIGURE 5 CAISO FORECAST LOAD - HOURLY AVERAGE BY MONTH (MWH)

                                  [BAR CHART]

         NATURAL GAS PRICE

         Conventional natural gas fired generating units total over 18,000 MWs
         in the state of California. PG&E Citygate prices are used to represent
         the price of gas for approximately 6,200 MWs located in NP15 and ZP26.
         SoCal Gas Citygate index prices are used to represent the 11,800 MWs
         located in SP15. Figure 6 shows the monthly average gas prices at the
         Citygate of the Southern California Gas Company and Pacific Gas and
         Electric as reported by the industry publication, Gas Daily. These
         figures display the increase in the gas price from Year 1 to Year 2.
         The increase is as great as 50% from March 1999 to March 2000. The
         increase in gas price is reportedly due to a decrease in natural gas
         production as a result of lower prices in the first year and an
         inability to quickly ramp up to meet high demand levels this year. The
         high gas prices in the year 2000 do not appear to be the result of
         natural gas storage inventory levels because the western region is in a
         relatively healthy storage position.


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FIGURE 6  NATURAL GAS PRICES ($/MMBTU)

                                  [SoCalGAS BAR CHART]         [PG&E BAR CHART]

         RESOURCE AVAILABILITY

         The availability of certain types of resources can have a significant
         impact on market clearing prices. About 6,000 MWs of nuclear and coal
         units are scheduled through CalPX. In addition, Qualifying Resources
         (QF), which are FERC-designated alternate or renewable resources, also
         supply a considerable amount of energy. These base load resources
         represent more than half of total supply to the CalPX Day-Ahead energy
         market. Most of the energy from these units are must-run and therefore
         bid as a price taker. An outage of these units would require that the
         energy be replaced with higher cost gas or imports. Figure 7 shows the
         average mix of resources by category and by month based on Final
         Schedules (after congestion management).


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FIGURE 7 - RESOURCE MIX BY TYPE - HOURLY AVERAGE BY MONTH (MW)

                                  [BAR CHART]


         Several periods of either planned or forced outages of nuclear
         resources had a significant impact on market clearing prices. These
         periods include one week in December 1998 when California and the
         Pacific Northwest experienced a cold front and prices soared to
         $164.63/MWh. Also, an outage of Diablo 2 (1,090 MW) in October 1999,
         combined with unseasonably warm weather, caused several spikes above
         $100/MWh and a monthly average of $47/MWh.

         The availability of hydroelectric resources also has a significant
         impact on market clearing prices. From Year 1 to Year 2, energy
         scheduled from hydro resources decreased 23%. The effect of El Nino
         contributed to the abundance of hydro energy in the May through June
         1998 period, resulting in nearly 150 hours of a $0/MWh market-clearing
         price. The impact of El Nino continued through mid-summer somewhat
         mitigating the effect of the hot summer of 1998. Hydro resources again
         had a significant impact on prices in the beginning of 2000. The
         drought experienced in January and February of Year 2 contributed to
         average prices for these months nearly 50% higher than in Year 1. The
         reduction of hydro resources results in greater reliance on higher cost
         gas and import resources. Together, these two resources increased by
         34% from Year 1 to Year 2.

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         In summary, the price trends from Year 1 to Year 2 in the CalPX
         Unconstrained Day-Ahead market appear to be highly influenced by
         external factors such as temperature spikes, increased demand, higher
         gas prices, and resource availability. Often, the price spikes are
         magnified when combinations of these factors occur simultaneously along
         with market conditions such as transmission constraints and market
         design or structural changes. As will be described later, Compliance
         statistical model has determined that these fundamental external
         factors explain approximately 88% of the price trends in this market.

2.4.1.2  Day-Ahead Unconstrained Price and Quantity

         Figure 8 shows the hourly average Day-Ahead Unconstrained Price and
         Quantity for the two years of the market beginning from the launch of
         the market on April 1, 1998 to March 31, 2000.


FIGURE 8  DAY-AHEAD HOURLY AVERAGE MCP AND MCQ

                                  [BAR CHART]


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         The largest increase in average price occurred in the off-peak hours
         which include the hours from 11:00 p.m. - 6:00 a.m. Monday through
         Saturday, all day Sunday, and holidays. From Year 1 to Year 2, off-peak
         prices increased an average of 39% compared to the 26% increase in all
         hours.

         Figure 9 and Table 3 show the increase in the off-peak prices was the
         largest during the May through June period when 1999 prices were nearly
         triple the 1998 off-peak prices. Off-peak price began a consistent
         trend of higher prices starting in October 1999, which coincided with
         the increase in natural gas prices and an outage of Diablo 2.


FIGURE 9  MONTHLY AVERAGE, ON-PEAK, AND OFF-PEAK PRICES ($/MWH)

                                  [BAR CHART]

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TABLE 3  WEIGHTED AVERAGE MONTHLY PRICES ($/MWH)



                          Year 1                     Year 2             % Change from Year 1
                                Wgt Avg.                     Wgt Avg.             Wgt Avg.
ALL HOURS            UMCP         UMCP             UMCP        UMCP      UMCP       UMCP
- -----------------------------------------------------------------------------------------
                                                                
April            $   22.60     $   23.32     $   24.01     $   24.67       6%          6%
May              $   11.65     $   12.50     $   23.61     $   24.74     103%         98%
June             $   12.09     $   13.25     $   23.52     $   25.76      95%         94%
July             $   32.42     $   35.58     $   28.92     $   31.52     -11%        -11%
August           $   39.53     $   43.42     $   32.31     $   34.71     -18%        -20%
September        $   34.01     $   36.96     $   33.91     $   35.16       0%         -5%
October          $   26.65     $   27.28     $   47.64     $   49.00      79%         80%
November         $   25.74     $   26.45     $   36.91     $   38.29      43%         45%
December         $   29.13     $   29.98     $   29.66     $   30.16       2%          1%
January          $   20.96     $   21.65     $   31.18     $   31.78      49%         47%
February         $   19.03     $   19.59     $   30.04     $   30.40      58%         55%
March            $   18.83     $   19.31     $   28.80     $   29.27      53%         52%

Total            $   24.44     $   26.63     $   30.90     $   32.43      26%         22%





                        Year 1                        Year 2          % Change from Year 1
                                Wgt Avg.                     Wgt Avg.             Wgt Avg.
ON-PEAK           UMCP           UMCP          UMCP           UMCP      UMCP       UMCP
- ------------------------------------------------------------------------------------------
                                                               
April            $   26.16     $   26.36     $   27.63     $   27.77      6%          5%
May              $   16.72     $   17.03     $   29.50     $   29.87     76%         75%
June             $   16.63     $   17.31     $   30.53     $   31.95     84%         85%
July             $   42.47     $   44.35     $   36.86     $   38.29    -13%        -14%
August           $   50.55     $   53.74     $   38.94     $   40.29    -23%        -25%
September        $   41.44     $   44.44     $   38.40     $   39.02     -7%        -12%
October          $   29.92     $   30.12     $   53.47     $   54.23     79%         80%
November         $   29.59     $   29.86     $   41.39     $   41.87     40%         40%
December         $   31.74     $   32.39     $   32.14     $   32.39      1%          0%
January          $   24.33     $   24.57     $   34.33     $   34.53     41%         41%
February         $   22.07     $   22.22     $   32.11     $   32.16     45%         45%
March            $   21.54     $   21.64     $   31.58     $   31.63     47%         46%

Total            $   29.49     $   31.51     $   35.58     $   36.59     21%         16%





                         Year 1           Year 2                         % Change from Year 1
                               Wgt Avg.                     Wgt Avg.                Wgt Avg.
OFF-PEAK          UMCP           UMCP             UMCP        UMCP        UMCP       UMCP
- ---------------------------------------------------------------------------------------------
                                                                 
April            $   17.73     $   18.14     $   19.07     $   19.42       8%          7%
May              $    5.75     $    5.98     $   16.77     $   17.20     192%        188%
June             $    5.89     $    6.40     $   13.94     $   14.91     137%        133%
July             $   20.73     $   22.07     $   19.70     $   20.62      -5%         -7%
August           $   25.54     $   26.46     $   23.90     $   24.93      -6%         -6%
September        $   24.72     $   25.21     $   27.78     $   28.32      12%         12%
October          $   22.12     $   22.47     $   40.24     $   40.94      82%         82%
November         $   21.35     $   21.71     $   31.31     $   32.70      47%         51%
December         $   24.81     $   25.24     $   26.78     $   27.18       8%          8%
January          $   17.36     $   17.85     $   27.50     $   27.85      58%         56%
February         $   15.35     $   15.68     $   27.24     $   27.46      77%         75%
March            $   15.07     $   15.37     $   24.95     $   25.29      66%         65%

Total            $   17.99     $   18.89     $   24.95     $   25.78      39%         36%


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         While CAISO load forecast increased by an average of 3.6% from the
         first year to the second year, the average Day-Ahead MCQ increased by
         only 2.3%. This indicates that the difference in demand was satisfied
         in the Day-Of Market or the Real-Time Market. Alternately, the
         increased CAISO load forecast is a result of non-IOU demand supplied
         outside the CalPX Day-Ahead auction. In any case, the ISO Load Forecast
         and the CalPX Day-Ahead MCQ are highly correlated with a correlation
         value of 0.94.

         As shown in Table 4, the Hourly MCQ increased by an average of only 500
         MW from Year 1 to Year 2. The annual peak demand of 34,811 MW for Year
         2 was actually lower by 1,568 MWs from Year 1 due to the mild summer of
         1999. The largest difference between Year 1 and Year 2 occurred in
         October and November when the volume increased by 8% and 10%,
         respectively in Year 2.


TABLE 4  DAY-AHEAD MARKET CLEARING QUANTITY

HOURLY AVERAGE MCQ BY MONTH (AVG MW)



Month                            Year 1       Year 2
- ----------------------------------------------------
                                        
April                            19,913       19,778
May                              19,050       19,924
June                             21,398       21,934
July                             25,393       25,459
August                           25,900       25,823
September                        23,792       23,768
October                          21,170       22,848
November                         20,792       22,850
December                         21,460       21,721
January                          20,309       21,125
February                         19,533       19,725
March                            20,027       19,812



                                        
Average of DAY AHEAD MCQ         21,579       22,077
Max of DAY AHEAD MCQ             36,376       34,811
Min of DAY AHEAD MCQ             14,542       13,879
StdDev of DAY AHEAD MCQ           3,830        3,887



PEAK DEMAND BY MONTH (MW)


Month               Year 1          Year 2
- ------------------------------------------
                              
April               24,847          24,175
May                 23,008          25,988
June                28,499          31,600
July                35,774          34,459
August              36,376          34,811
September           33,584          30,550
October             25,625          29,276
November            26,014          27,781
December            26,332          27,151
January             25,611          26,786
February            24,309          24,532
March               24,390          24,383


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              As seen in Figure 10, the hourly MCQ falls between 16,000 MWh to
              24,000 MWh for 75% of the hours.


FIGURE 10  MCQ DISTRIBUTION

                                  [BAR CHART]

2.4.1.3  Post Close Quantity Match

         The PCQM, or Post Close Quantity Match, was created to give
         Participants a chance to round the quantity of their positions
         scheduled in the CalPX markets after the initial market auction. In
         this way, the CalPX Post Close period matches other commodity exchanges
         such as the New York Mercantile Exchange and the Chicago Board of
         Trade. In each of these exchanges (including CalPX), the Post Close
         gives traders a chance to fill any bids unfilled at the close of the
         market.

         The PX differs, however, from other commodity exchanges in several
         ways, making it necessary to customize this tool specifically to the
         needs of market Participants. One unique difference is the inelasticity
         of the buyer. Retail buyers do not receive price signals from the
         market in time to make informed buying decisions. Sellers are able to
         make timely and informed decisions based upon the wholesale market
         price relative to the cost to produce. Until a market exists where
         demand is more price-responsive, special measures are taken to ensure
         that sellers do not take unfair advantage of buyers

         Because the two sides of the California Electricity Market cannot be
         equally price responsive, the PCQM has certain limitations to prevent
         gaming opportunities. The most significant limitation is a bandwidth,
         which dictates the quantity that each Participant is allowed to bid
         into the PCQM for each hour. The schedule for bandwidth changes in the

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 35


         Day-Ahead and Day-Of Markets is shown in Table 5. For an example of the
         bandwidth calculation, see Appendix A.


TABLE 5  PCQM TIME-LINE FOR BANDWIDTH CHANGES



                                     BANDWIDTH PERCENTAGE
                            DAY-AHEAD               DAY-OF
Period                    Peak    Off-Peak       Peak    Off-Peak
                                             
Start - 11/8/99           10%     15%            10%     15%
11/9/99 - 2/12/00         10%     15%            15%     20%
2/13/00 - 6/25/00         15%     20%            20%     20%
6/26/00 - Forward         50%     50%            50%     50%




         As a precautionary measure, the PCQM was first implemented in the
         Day-Of Market because its volume is a fraction of the Day-Ahead Market.
         This occurred on July 27, 1999. When this experiment proceeded
         satisfactorily, the PCQM was extended to the Day-Ahead Market on
         September 2, 1999.

         Following an evaluation in January 2000 of the performance of the
         experimental PCQM, the CalPX decided to continue the PCQM on a
         permanent basis. The analysis performed in the January evaluation
         indicated that the PCQM program provided benefits to market
         participants and improved market efficiency.

         The opportunity for sellers to withhold supply and exert market power
         did not seem to have increased with the implementation of the PCQM.
         When PCQM first came about, there was some speculation that suppliers
         might be motivated to reduce the supply bid into the Day-Ahead auction,
         knowing that they had another chance to sell with PCQM. When suppliers
         withhold generation from the market, the result is typically an
         inflated UMCP. One analysis, which searches for evidence that suppliers
         were successfully using the PCQM to manipulate the UMCP, involves
         comparing quantities matched in the PCQM at various MCP price levels.
         If quantity were only matched in PCQM when the MCP was relatively high,
         this would be considered evidence that suppliers were able to
         manipulate the MCP in order to sell more at that price in PCQM. Figure
         11 shows a scatter graph with this comparison.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 36

Figure 11

                                [SCATTER CHART]

                    Day-Ahead PCQM Matched Quantity vs. UMCP


         Figure 11 shows that quantities are most often matched in the PCQM when
         the MCP is in the $20 to $45 range, not when prices are high. This
         supports the theory that for both supply and demand participants to
         submit PCQM bids, they both must have been satisfied with the level of
         the UMCP. For example, when the price was above $100, the graph shows
         that hardly any quantity was matched. Similarly, little quantity was
         matched when the MCP was low.

         The PCQM market structure encouraged sellers to submit more elastic
         (flatter) supply curves. The more horizontal a Participant's bid curve,
         the greater the quantity available to that Participant in the PCQM
         market. Since the creation of the PCQM, buyers submitted more elastic
         bids, an indicator of improved market efficiency.

         Figure 12 shows the PCQM in the Day-Ahead Market gradually increasing,
         while Figure 13 displays the most active PCQM hours.



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Figure 12 Day-Ahead Average Daily PCQM Adjustment by Month

                                  [BAR CHART]

Figure 13 Average Day-Ahead PCQM Adjustments for Hour Ending 1-24 (September,
1999 - March 31, 2000)

                                  [BAR CHART]

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2.4.1.4  Zero-Price Supply Bids versus Market Clearing Quantity

         Two major categories of resources are bid into the CalPX at zero
         prices: Regulatory Must-Take Generation and Regulatory Must-Run
         Generation.

         Regulatory Must-Take generation units are resources identified by the
         CPUC and not subject to competition. These resources include qualifying
         facilities, nuclear plants, and pre-existing power-purchase contracts
         with minimum energy-take requirements. Regulatory Must-Run Generation
         units are hydro resources required by Federal and California laws to
         maintain flow to support fish releases, water quality, irrigation and
         water supply. In addition, other resources that may be bid at zero
         price include imports, inter-schedule coordinator trades, and units
         that must be online for operational or contractual reasons or those
         units that are strategically on-line to serve the CAISO markets.

         The CPUC requires that facilities with `take-or-pay' commitments prior
         to restructuring must run and their output must be taken. The
         generation output is bid at zero. Hence, the output of these facilities
         is taken first, no matter what the Market Clearing Price.

         Zero-priced bids comprise a significant part of supply to the CalPX
         Day-Ahead Market. Table 6 shows the average Market Clearing Quantity
         and average zero-price supply bids for each month of the year from
         April 1998 to March 2000. On average since the beginning of the market,
         zero bids have comprised 79% of the MCQ. The California IOUs have
         supplied 88% of the zero bids. The remaining zero bids came from
         Participants who have chosen to bid as a price taker due to operational
         constraints or strategic considerations.


TABLE 6 AVERAGE ZERO PRICE BID AND HOURLY UNCONSTRAINED MCQ ($/MWH)



                         Hourly Zero-     Hourly MCQ        Zero Price Bids   IOU Zero-        Percent of
                         Price  Bids       Average            as percent of   Bids Price        Zero Bids
Year     Month           (MWh)               (MWh)                MCQ            (MWh)           by IOUs
- ----------------------------------------------------------------------------------------------------------
                                                                             
1998     Apr             16,760              19,886            84%             16,046               96%
         May             17,188              19,050            90%             16,353               95%
         Jun             19,556              21,398            91%             18,823               96%
         Jul             19,768              25,393            78%             18,702               95%
         Aug             19,324              25,900            75%             17,939               93%
         Sep             18,247              23,792            77%             17,076               94%
         Oct             17,416              21,170            82%             16,055               92%
         Nov             17,233              20,792            83%             16,061               93%
         Dec             16,711              21,460            78%             15,641               94%
1999     Jan             15,597              20,309            77%             14,112               90%
         Feb             14,980              19,533            77%             13,726               92%
         Mar             15,779              20,027            79%             14,763               94%
         April           14,757              19,751            75%             13,777               93%
         May             15,814              19,924            79%             14,552               92%
         June            17,738              21,934            81%             16,184               91%
         July            20,332              25,459            80%             15,774               78%
         August          20,121              25,823            78%             15,375               76%
         September       18,242              23,768            77%             14,184               78%
         October         15,321              22,848            67%             12,237               80%
         November        17,759              22,850            78%             13,124               74%
         December        16,529              21,721            76%             13,287               80%
2000     January         15,344              21,125            73%             12,607               82%
         February        15,355              19,725            78%             12,900               84%
         March           15,805              19,812            80%             13,855               88%
- ----------------------------------------------------------------------------------------------------------
         Average         17,153              21,810            79%             15,131               88%


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         Short-term changes in the amount of zero-price bids are mostly caused
         by plant outages, contractual restrictions, and changes in energy
         output from non-dispatchable resources, like solar and hydro.

         Figure 14 shows the zero supply bids during the on-peak and off-peak
         periods as a percentage of the MCQ. For most of the months, the
         off-peak share of zero bids is considerable larger than the on-peak.
         This is because most zero bid resources are baseload resources of
         nuclear, coal, cogeneration, and geothermal. Because these resource
         operate at nearly the same quantity for all hours of the day, they are
         a larger share of the off-peak period when loads are less.


 FIGURE 14 ZERO PRICED BIDS ON-PEAK AND OFF-PEAK

                                  [BAR CHART]

         Table 7 shows the yearly average zero-price supply-bid profile for the
         peak and off peak hours for the first and second years of CalPX's
         operation and the percent change between the two. While there was a
         slight decrease of zero bids for the off-peak period from Year 1 to
         Year 2, the on-peak zero bid supply was unchanged.


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TABLE 7  ZERO PRICED BIDS



                                              YEAR 2                 YEAR 1                  % CHANGE
                                       -------------------    --------------------    -------------------
                                        Peak      Off Peak     Peak       Off Peak     Peak      Off Peak
- ---------------------------------------------------------------------------------------------------------
                                                                                  
MARKET
% of Supply Bidding at Zero               78%       79%          76%        84%         2%          -6%
Quantity of Supply Bid at Zero          18,479    15,023       18,535     16,113        0%          -7%
Quantity of Non-Zero Bids                5,139     4,012        5,746      3,125      -11%          28%
Total Hourly MCQ                        23,618    19,035       24,281     19,238       -3%          -1%
- ---------------------------------------------------------------------------------------------------------
IOU'S
Supply Bid at Zero by IOUs              14,632    13,175       16,973     15,424      -14%         -15%
% of Zero Bid by IOUs                     79%       88%          92%        96%       -14%          -8%



         In June 1999, the Block Forwards Market (BFM) was implemented. To
         ensure delivery of BFM contracts, Participants must bid them into the
         PX Market at price-taker levels. In other words, suppliers who held
         contracts were obligated to deliver them into one of the PX markets at
         a price of zero. Similarly, buyers who had an obligation to deliver
         would bid their purchases into the PX at the PX cap price, or
         $2,500/MWh. Initially, concern existed that this would cause an
         increase in the number of zero bids in the CalPX market and had the
         potential to distort the MCP. A study conducted by Compliance
         determined that price-taker bids decreased concurrent with the
         implementation of BFM delivery. Had they increased, the MCP would not
         have been distorted anyway. Zero and cap-priced bids act like market
         orders on other exchanges. Market orders do not distort price; on the
         contrary, they are evidence that the market is at equilibrium. A market
         order reflects the confidence in the buyer or seller that the price set
         by the market is fair.

2.4.1.5  Market Share of Participants

         As stated earlier, AB1890 required the three large investor owned
         utilities (IOUs), San Diego Gas and Electric, Southern California
         Edison, and Pacific Gas and Electric, to buy and sell their power
         through the CalPX. These three IOUs comprised more than 90% of the
         market share during the CalPX's first months of operation.

         Between the first and second years of operation, the IOUs divested
         generation units totaling 17,863 MWh. A summary of the capacity
         divested is shown in Table 8. For details of the divestiture,
         Participants and capacity, see Appendix B.


- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 41


TABLE 8 DIVESTITURE OF GENERATION



                        Divested Capacity (MW)
                                   
April-98                4,106
May-98                  3,956
June-98                 2,645
July-98                 1,500
               Year 1                     12,207
April-99                3,065
May-99                  2,591
               Year 2                      5,656
================================================
Total                                     17,863



         Table 9 compares the percentage of market share by Participant Category
         for supply and demand. California IOUs decreased supply market share by
         16% largely because of divestiture of gas resources. The New Generation
         Owners (NGOs) and Power Marketers increased market share from 7% to
         18%. Imports from the Southwest and Northwest also increased market
         share from 5% to 7% of volume. On the demand side, the California IOUs
         decreased their demand market share by 4 percentage points with little
         change by other Participants.


TABLE 9 MARKET SHARE BY PARTICIPANT CATEGORY



ANNUAL VOLUME:                 SUPPLY           SUPPLY         DEMAND          DEMAND
Category                        (MWh)          % of Total       (MWh)         % of Total
- ----------------------------------------------------------------------------------------
                                                                    
    1st Year Data
        CA IOU                161,742,428         86%        170,307,564         90%
         NGO                    8,042,176          4%          1,000,194          1%
       Pwr Mkt                  4,985,464          3%            206,001          0%
   CA Munit/Public              4,953,857          3%          5,714,302          3%
    NW IOU/Public               3,024,551          2%          2,048,220          1%
    SW ISO/Public               2,619,384          1%          9,063,033          5%
      CA IOUs SC                1,846,160          1%            672,809          0%
       NUG/IPP                  1,798,105          1%

Total Day-Ahead Market        189,012,123        100%        189,012,123        100%
- -------------------------------------------------------------------------------------
    2nd Year Data
        CA IOU                135,564,129         70%        166,415,464         86%
         NGO                   16,970,918          9%          3,321,928          2%
       Pwr Mkt                 17,025,143          9%          9,060,604          5%
    CA Muni/Public              9,852,570          5%            594,230          0%
    NW IOU/Public               9,753,367          5%            102,976          0%
    SW ISO/Public               3,218,424          2%          3,744,042          2%
      CA IOUs SC                1,823,041          1%         10,968,347          6%

Total Day-Ahead Market        194,207,592        100%        194,207,592        100%


- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE  42



         Table 10 shows the change in market share of the three IOUs over the
         past two years on a month-by-month basis. Table 10 and Table 11 show
         the IOU percentage of supply dropping in the second year because of
         divestiture of generation.


TABLE 10 MARKET SHARE OF CALIFORNIA IOUS




                          Demand                                     Supply
                    -------------------------------             -----------------------------
                                  California IOUs                            California IOUs
                                  Percent in CalPX                           Percent in CalPX
Month               Others        Day-Ahead Market               Others      Day-Ahead Market
- ---------------------------------------------------------------------------------------------
                                                                
Apr-98               4%           96%                            10%         90%
May-98               5%           95%                            10%         90%
Jun-98               6%           94%                             7%         93%
Jul-98               8%           92%                            16%         84%
Aug-98              10%           90%                            18%         82%
Sep-98              11%           89%                            15%         85%
Oct-98              15%           85%                            13%         87%
Nov-98              14%           86%                            12%         88%
Dec-98              13%           87%                            15%         85%
Jan-99              10%           90%                            20%         80%
Feb-99               9%           91%                            19%         81%
Mar-99              12%           88%                            15%         85%
Apr-99              12%           89%                            19%         81%
May-99              11%           89%                            22%         78%
Jun-99              12%           88%                            21%         79%
Jul-99              16%           84%                            33%         67%
Aug-99              17%           83%                            34%         66%
Sep-99              15%           85%                            34%         66%
Oct-99              14%           86%                            39%         61%
Nov-99              19%           81%                            37%         63%
Dec-99              15%           85%                            33%         67%
Jan-00              15%           85%                            35%         65%
Feb-00              14%           86%                            29%         71%
Mar-00              16%           84%                            22%         78%


         Table 10 shows the market share of the New Generation Owners. Most of
         the sale of IOU generation units was completed by May 1999. After this,
         the NGO market share began to increase. Table 11 shows NGO activity at
         its peak in October 1999 when a heat wave in the Los Angeles area and
         an outage of a nuclear unit made it especially lucrative for gas-fired
         plant owners to run their units at higher capacities.


- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 43

TABLE 11 MARKET SHARE OF NEW GENERATION OWNERS


Month                              Volume Sold by NGOs    CalPX Volume         NGOs Volume as %
                                       (MWh)                 (MWh)             of CalPX Volume
- -----------------------------------------------------------------------------------------------
                                                                      
Apr-98                                 224,412             14,240,731               1.6%
May-98                                 220,490             14,065,420               1.6%
Jun-98                                 176,138             15,344,588               1.1%
Jul-98                               1,432,546             18,705,678               7.7%
Aug-98                               1,732,766             19,019,632               9.1%
Sep-98                               1,017,868             16,878,088               6.0%
Oct-98                                 815,475             15,597,053               5.2%
Nov-98                                 475,241             14,858,725               3.2%
Dec-98                                 597,443             15,917,174               3.8%
Jan-99                                 597,015             15,036,200               4.0%
Feb-99                                 393,315             13,114,525               3.0%
Mar-99                                 343,563             14,827,843               2.3%
Apr-99                                 495,548             14,220,390               3.5%
May-99                                 909,711             14,823,629               6.1%
Jun-99                               1,220,099             15,792,596               7.7%
Jul-99                               1,291,272             18,941,466               6.8%
Aug-99                               1,174,795             19,212,069               6.1%
Sep-99                               1,264,279             17,122,621               7.4%
Oct-99                               2,599,882             17,029,047              15.3%
Nov-99                               2,290,226             16,473,517              13.9%
Dec-99                               1,439,141             16,201,026               8.9%
Jan-00                               1,653,143             15,770,496              10.5%
Feb-00                               1,374,593             13,818,109               9.9%
Mar-00                               1,258,231             14,810,070               8.5%
- ----------------------------------------------------------------------------------------
   1st Year Total                    8,026,272            187,605,657               4.3%
1st Year Monthly Average               668,856             15,633,805               4.3%
- ----------------------------------------------------------------------------------------
     2nd Year Total                 16,970,920            194,215,036               8.7%
2nd Year Monthly Average             1,414,243             16,184,586               8.7%
- ----------------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 44

2.4.1.6  Supply Resource Mix

         Figure 15 shows the composition of the total CalPX Day-Ahead supply
         market by resource type. The amount of hydro available to supply the
         market during 1998 was higher than the rest of the period primarily
         because El Nino left reservoir levels high in California. As a result,
         hydro units contributed a large portion of supply. In the first two
         months of winter of 2000, however, the amount of hydro generation
         dropped because of an unusual dry spell.


FIGURE 15  RESOURCE MIX BY RESOURCE TYPE

                                  [BAR CHART]

         Figure 16 shows the composition of the total CalPX Day-Ahead supply
         market by Participant type. The IOUs have, by far, the largest market
         segment. In June 1999, the NGO segment of the market started to grow as
         did the Power Marketer segment. Much of this Power Marketer segment is
         probably NGO volume, which has been sold through transactions in the
         bilateral markets. The Power Marketers and NGOs combined with the rest
         of the voluntary market segment(23) has been steadily growing over the
         past two years.

- ---------

(23)  Voluntary means all Non-Must-Run resources.

- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 45


Figure 16 Resource Mix by Participant Type

                                  [BAR CHART]

         Figure 17 shows a break down of the voluntary market segment by
         resource type. Imports remained fairly consistent over the period
         covered. The SC Transfer In portion of the voluntary segment increases
         dramatically starting in July 1999. This could be evidence of an
         increase in bilateral market activity.


FIGURE 17 NON-MUST RUN RESOURCE MIX BY RESOURCE TYPE

                                  [BAR CHART]

- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 46



         Figure 18 breaks down the voluntary market segment by Participant type.
         The increase in Power Marketer activity in July 1999 parallels the
         growth in SC Transfer In activity seen above in Figure 16. This is
         because they are often the same. Power Marketers will make bilateral
         transactions with other SCs and then pass their supply through the
         CalPX market for pricing and scheduling. Some IOU activity is included
         in this Figure. The Non-must take resources still scheduled by the IOUs
         include hydro and import energy under pre-existing contracts.

Figure 18 Non-Must Run by Participant Type

                                  [BAR CHART]

2.4.1.7  Congestion

         HOURS OF CONGESTION ON MAJOR TRANSMISSION LINES

         Table 12 shows the frequency of congestion on major transmission lines
         and the average monthly usage charge for hours when congestion
         occurred. There was little congestion for the first four months of
         the market. Congestion on Path 15 in the first year of operation was
         most frequent during the late summer through fall period with the
         October 1998 being the most congested month. Congestion was most
         frequent on the California-Oregon intertie (COI or NW1) during the
         winter months when energy is exported from California into the Pacific
         Northwest region. The second year of operation saw increased frequency
         of congestion and larger average usage charges.

- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                     PAGE 47


Table 12 Congestion Hours and Usage Charge on Major Transmission Paths

<Table>
<Caption>
                                              YEAR 1 (APRIL 1998 - MARCH 1999)               YEAR 2 (APRIL 1999 - MARCH 2000)
                                          -------------------------------------------- -------------------------------------------
MONTH                                     AZ2     AZ3     NP15   NW1      NW3     ZP26 AZ2    AZ3    NP16    NW1     NW3    ZP26
                                          El      Palo    Path                    Path El     Palo   Path                   Path
                                          Dorado  Verde   15     COI      NOB     26   Dorado Verde  15      COI     NOB    26
                                          ------------------------------ ------------- -------------------------------------------
                                                                                     
APRIL     Number of Congestion Hours      0       0       0       1       3       N/A  162    12     12      200     82      N/A
          Ave Transmission Charge ($/MWh) $0.00   $0.00   $0.00   $4.14   $250.00 N/A  $8.36  $24.58 $4.60   $4.42   $2.65   N/A
          Max Transmission Charge ($/MWh) $0.00   $0.00   $0.00   $4.14   $250.00 N/A  $22.63 $27.29 $10.80  $30.78  $30.00  N/A

MAY       Number of Congestion Hours      0       0       0       83      24      N/A  57     33     4       44      42      N/A
          Ave Transmission Charge ($/MWh) $0.00   $0.00   $0.00   $11.03  $5.89   N/A  $5.08  $4.92  $1.59   $1.49   $28.52  N/A
          Max Transmission Charge ($/MWh) $0.00   $0.00   $0.00   $50.00  $11.65  N/A  $14.50 $30.00 $7.72   $6.00   $69.72  N/A

JUNE      Number of Congestion Hours      0       0       0       0       0       N/A  94     0      33      108     58      N/A
          Ave Transmission Charge ($/MWh) $0.00   $0.00   $0.00   $0.00   $0.00   N/A  $9.46  $0.00  $5.33   $9.69   $3.71   N/A
          Max Transmission Charge ($/MWh) $0.00   $0.00   $0.00   $0.00   $0.00   N/A  $30.00 $0.00  $17.81  $38.91  $11.75  N/A

JULY      Number of Congestion Hours      7       0       28      0       0       N/A  56     41     200     378     148     N/A
          Ave Transmission Charge ($/MWh) $15.60  $0.00   $22.78  $0.00   $0.00   N/A  $4.61  $3.88  $9.20   $11.44  $13.25  N/A
          Max Transmission Charge ($/MWh) $19.72  $0.00   $76.25  $0.00   $0.00   N/A  $17.51 $18.01 $58.86  $58.47  $250.00 N/A

AUGUST    Number of Congestion Hours      0       100     165     43      11      N/A  122    5      210     398     216     N/A
          Ave Transmission Charge ($/MWh) $0.00   $3.77   $10.58  $2.71   $30.30  N/A  $6.19  $9.87  $7.51   $16.64  $2.98   N/A
          Max Transmission Charge ($/MWh) $0.00   $17.71  $80.27  $15.10  $80.86  N/A  $57.99 $30.00 $76.10  $220.74 $29.12  N/A

SEPTEMBER Number of Congestion Hours      104     73      157     99       55     N/A  203    127    416     334     40      N/A
          Ave Transmission Charge ($/MWh) $4.86   $1.88   $9.22   $3.87   $13.95  N/A  $8.40  $10.19 $16.78  $11.28  $4.31   N/A
          Max Transmission Charge ($/MWh) $20.52  $5.99   $136.74 $28.34  $27.16  N/A  $48.51 $66.99 $104.24 $186.88 $18.34  N/A

OCTOBER   Number of Congestion Hours      38      72      311     49      108     N/A  71     50     549     142     74      N/A
          Ave Transmission Charge ($/MWh) $4.12   $11.20  $9.17   $1.12   $14.88  N/A  $12.56 $10.57 $21.58  $37.33  $165.77 N/A
          Max Transmission Charge ($/MWh) $50.00  $42.08  $30.29  $7.59   $90.21  N/A  $44.80 $33.00 $696.07 $678.00 $714.73 N/A

NOVEMBER  Number of Congestion Hours      27      53      261     32      0       N/A  32     119    455     399     12      N/A
          Ave Transmission Charge ($/MWh) $6.85   $10.35  $11.93  $11.84  $0.00   N/A  $14.91 $12.05 $13.07  $5.74   $0.03   N/A
          Max Transmission Charge ($/MWh) $24.72  $34.10  $30.15  $18.47  $0.00   N/A  $95.74 $60.29 $68.21  $35.51  $0.08   N/A

DECEMBER  Number of Congestion Hours      43      48      216     111     0       N/A  95     232    312     376     29      N/A
          Ave Transmission Charge ($/MWh) $4.12   $7.02   $13.30  $1.88   $0.00   N/A  $6.89  $5.66  $3.60   $2.54   $0.03   N/A
          Max Transmission Charge ($/MWh) $40.20  $45.21  $236.99 $6.48   $0.00   N/A  $26.33 $40.00 $20.22  $28.13  $0.06   N/A

JANUARY   Number of Congestion Hours      67      33      136     409     178     N/A  179    221    301     316     15      N/A
          Ave Transmission Charge ($/MWh) $2.06   $2.42   $3.90   $4.41   $1.26   N/A  $3.13  $5.81  $3.29   $2.61   $21.18  N/A
          Max Transmission Charge ($/MWh) $6.58   $5.99   $11.78  $28.79  $7.82   N/A  $15.00 $28.00 $58.50  $50.80  $45.01  N/A

FEBRUARY  Number of Congestion Hours      101     121     14      189     108     N/A  226    234    44      211     170    123
          Ave Transmission Charge ($/MWh) $1.99   $5.26   $0.50   $2.00   $0.55   N/A  $5.99  $8.36  $2.27   $2.70   $1.81  $4.50
          Max Transmission Charge ($/MWh) $5.41   $30.00  $1.57   $9.50   $2.16   N/A  $25.96 $27.98 $22.99  $22.99  $25.18 $28.00

MARCH     Number of Congestion Hours      457     13      32      305     198
 N/A  208    315    105     122     192    179 Ave Transmission Charge ($/MWh)
 $9.40   $2.21   $6.50   $4.92   $1.70   N/A  $4.23  $7.48  $3.92   $6.47
 $3.93  $8.85 Max Transmission Charge ($/MWh) $25.40  $5.29   $16.37  $31.14
 $7.86   N/A  $92.00 $55.02 $28.57  $92.00  $17.00 $57.14
</Table>
*The number of hours that zonal prices at NP15 and SP15 changed from the
 unconstrained MCP due to congestion



        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 48


         PRICE IMPACT DUE TO CONGESTION

         One measure of the impact of congestion on the market is the number of
         hours in which the UMCP is altered by congestion. As shown in Table 13,
         the number of hours that price was altered increased significantly in
         Year 2. (This table is not to be confused with the hours of congestion
         over an intertie as shown in Table 12). In Table 13, the number of
         hours when congestion on any path or intertie changed the unconstrained
         price is summarized for the major zones. The number of price impact
         hours for external zones AX2, AZ3, NW1, and NW3 is large because these
         external zones are connected with NP15 and SP15. A price change in NP15
         or SP15 will likely change the price of these external zones as well.
         In general, during the summer and fall months, congestion affected
         prices an average of 60% of the time and as much as almost 90% of the
         time in September 1999.


- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 49

Table 13 Price Impact Hours by Zone

                          NUMBER OF PRICE IMPACT HOURS


            MONTH                         (NP15)      (SP15)       (AZ2)        (AZ3)        (NW1)        (NW3)      (ZP26)
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                
           APRIL-98                          68          68           68           68           68           78         NA
            MAY-98                          241         241          241          241          285          264         NA
           JUNE-98                          224         222          222          223          236          230         NA
           JULY-98                          289         284          292          284          320          273         NA
          AUGUST-98                         337         335          335          340          344          340         NA
         SEPTEMBER-98                       373         367          374          368          392          409         NA
          OCTOBER-98                        462         463          466          474          473          572         NA
         NOVEMBER-98                        397         398          398          422          397          398         NA
         DECEMBER-98                        378         378          395          399          395          378         NA
          JANUARY-99                        477         466          459          468          499          480         NA
         FEBRUARY-99                        259         256          291          293          303          270         NA
           MARCH-99                         563         563          616          562          594          549         NA
- ----------------------------------------------------------------------------------------------------------------------------
RESULTS FOR APRIL-1998 - MARCH  1999

    TOTAL NUMBER OF IMPACT
            HOURS                         4,068       4,041        4,157        4,142        4,306        4,241         NA

    PERCENT OF TOTAL HOURS                   46%         46%          47%          47%          49%          48%        NA
- --------------------------------------------------------------------------------------------------------------------------
           APRIL-99                         244         241          285          242          288          245         NA
            MAY-99                          140         140          150          152          150          161         NA
           JUNE-99                          149         151          158          151          172          146         NA
           JULY-99                          441         412          432          423          507          380         NA
          AUGUST-99                         496         503          517          503          538          488         NA
         SEPTEMBER-99                       624         609          626          617          621          613         NA
          OCTOBER-99                        421         550          581          569          438          581         NA
         NOVEMBER-99                        215         461          468          523          487          473         NA
         DECEMBER-99                         46         312          388          477          401          340         NA
          JANUARY-00                         24         302          415          449          326          313         NA
         FEBRUARY-00                         40         135          227          234          208          168        121
           MARCH-00                         104         191          207          315          121          191        178
- ----------------------------------------------------------------------------------------------------------------------------
RESULTS FOR APRIL-1999 - MARCH 2000

    TOTAL NUMBER OF PRICE
         IMPACT HRS.                      2,944       4,007        4,454        4,655        4,257        4,099        299

    PERCENT OF TOTAL HOURS                   34%         46%          51%          53%          49%          47%        21%



- --------------------------------------------------------------------------------
        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 50


         Another measure of the impact of congestion is the magnitude of the
         price change from the unconstrained market-clearing price to the zonal
         or constrained price. Table 14 shows the average price impacts for NP15
         and SP15. NP15 experienced the most dramatic price impacts during July
         1999 to October 1999 with SP15 showing more congestion price impacts
         from September 1999 to November 1999.


TABLE 14 PRICE IMPACT IN NP15 AND SP15



                             MCP                 NP15              SP15           NP15         SP15
                         UNCONSTRAINED       AVERAGE ZONAL     AVERAGE ZONAL      PRICE        PRICE
                           AVERAGE             PRICE             PRICE           CHANGE       CHANGE
       MONTH              ($/MWH)             ($/MWH)           ($/MWH)          ($/MWH)      ($/MWH)
- -----------------------------------------------------------------------------------------------------
                                                                                 
      APRIL-98              22.64              22.61            22.61             -0.03         -0.03
       MAY-98               11.64              12.06            12.06              0.42          0.42
       JUNE-98              12.09              12.25            12.34              0.16          0.25
       JULY-98              32.42              32.52            33.14              0.1           0.72
      AUGUST-98             39.52              38.8             39.96             -0.72          0.44
    SEPTEMBER-98            34.01              33.97            33.25             -0.04         -0.76
     OCTOBER-98             26.56              27.88            24.09              1.23         -2.56
     NOVEMBER-98            25.74              27.24            22.92              1.5          -2.82
     DECEMBER-98            29.13              30.44            26.76              1.31         -2.37
     JANUARY-99             20.96              21.79            21.09              0.83         -0.13
     FEBRUARY-99            19.03              19.19            19.19              0.16          0.16
      MARCH-99              18.83              19.74            19.48              0.91          0.65


APRIL-99 - MARCH 2000       24.44              24.93            23.96              0.49         (0.52)
      APRIL-99              24.01              24.21            24.29              0.20          0.28
       MAY-99               23.61              24.07            24.06              0.46          0.45
       JUNE-99              23.52              24.15            23.93              0.62          0.40
       JULY-99              28.93              32.01            29.91              3.08          0.98
      AUGUST-99             32.31              34.65            32.80              2.34          0.49
    SEPTEMBER-99            33.91              38.98            29.28              5.06         (4.64)
     OCTOBER-99             47.64              55.77            39.88              8.14         (7.76)
     NOVEMBER-99            36.91              37.90            29.64              0.99         (7.27)
     DECEMBER-99            29.66              29.70            28.19              0.04         (1.47)
     JANUARY-00             31.18              31.38            30.05              0.21         (1.13)
     FEBRUARY-00            30.04              29.97            29.93             (0.07)        (0.11)
      MARCH-00              28.80              28.25            29.02             (0.55)         0.22

APRIL-99 - MARCH 2000       30.90              32.62            29.27              1.71         (1.63)


         Figure 19 shows a comparison of the monthly average price impact on
         NP15 and SP15 and the number of price impact hours from Year 1 to Year
         2. This figure highlights the increase in both the magnitude of the
         price change due to congestion and the increase in frequency of
         congestion. A price spread between the unconstrained and the zonal
         price greater than zero indicates that prices increased after
         congestion management. Similarly, a negative spread indicates that
         prices were lower due to congestion. In general, during the summer and
         fall months, congestion causes prices in SP15 to decrease and prices in
         NP15 to increase. During the winter and spring, zonal prices in both
         NP15 and SP15 are often increased from the unconstrained prices
         indicating that the price change resulted from congestion on an
         external intertie, usually the California-Oregon Intertie (COI or NW1).

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 51


FIGURE 19 PRICE IMPACT IN NP15 AND SP15

                              [LINE AND BAR CHART]

2.4.1.8   Path 26 and New Zone ZP26

         New congestion zone ZP26 was created on February 1, 2000 to provide a
         Day-Ahead market signal of congestion on transmission Path 26. This
         zone is entirely located between the two existing zones, NP15 and SP15,
         and has no interties allowing for imports.

         From the date ZP26 was created through April 7, 2000, Path 26 was
         congested for 183 hours or 11% of the time. The average usage charge on
         Path 26 was $5.5/MWh. As seen in Figure 20 below, congestion on Path 26
         occurred most frequently during the peak evening hours with an average
         usage charge between $8/MWh and $12/MWh.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 52

Figure 20 Congestion on ZP26

                              [LINE AND BAR CHART]

         When the implementation of this zone was being considered, the
         rationale was that the zonal price for ZP26 would always be the lower
         of NP15 or SP15 zonal prices. This view stemmed from the following:

         -        If congestion occurs in the South to North direction in
                  California, Path 15 (the Northern-most of Path 15 and Path 26)
                  should be the constrained line. The resulting usage charge
                  should then cause the NP15 zonal price to be higher than the
                  SP15 and ZP26 zonal prices.

         -        If congestion occurs in the North to South direction, Path 26
                  (the Southern-most of Path 15 and Path 26) should be the
                  constrained line. The resulting usage charge should then cause
                  the SP15 zonal price to be higher than the NP15 and ZP26 zonal
                  prices.

         However, as seen in the insert in Figure 22, the zonal price for ZP26
         was higher than both NP15 and SP15 for 20 % of the total hours in
         February and March 2000. The average ZP26 zonal price for the entire
         period was higher than that of either NP15 or SP15.

         When a constrained zone has a higher price than surrounding areas, it
         is usually because the zone is importing energy and requires
         incremental supply or decremental demand adjustments. That ZP26 has
         higher zonal prices is odd, given that ZP26 is usually an exporting
         zone because it has only 300 MWh of demand and 3,093 MWh of generation
         capacity.

         This report has only two months of data available for analysis. The
         variance from expectations noted in this report may be a function of
         limited data and the newness of ZP26. However, the variance signals a
         need for careful tracking of ZP26 market effects.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 53


FIGURE 21 ZP26 AND UMCP PRICE SPREAD

                                  [LINE CHART]


FIGURE 22 COMPARISON OF ZONAL PRICES IN NP15, SP15, AND ZP26

                                  [LINE CHART]

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 54


2.4.1.9  Zonal Quantity Effects

              Table 15 shows the aggregate quantity change for the seven major
              congestion zones from the Initial Preferred Schedules to the Final
              Schedule as follows.


TABLE 15 QUANTITY CHANGE DUE TO CONGESTION




                         MARCH 2000 SUPPLY         1998-MARCH 1999      1999-MARCH 2000        MARCH 1999 DEMAND
ZONE                          (MWH)                 SUPPLY (MWH)         DEMAND (MWH)               (MWH)
- ----------------------------------------------------------------------------------------------------------------
                                                                                   
NP15                        (1,716,300)               169,469             (2,396,499)              (550,690)

SP15                           193,975               (708,951)               192,208               (854,441)

EL DORADO                      (80,632)              (255,425)                48,387                 10,543

PALO VERDE                    (140,589)              (190,698)                16,965                    211

COB                           (161,648)              (295,822)                16,863                 (5,913)

NOB                            (32,883)               (50,250)                53,675                  7,013

ZP26                              (493)                    NA                     10                     NA

TOTAL NET CHANGE            (1,938,570)            (1,331,677)            (2,068,391)            (1,393,277)



         The largest adjustments due to congestion occurred in NP15 for both
         supply and demand. Suppliers from the Southwest (Palo Verde and El
         Dorado) reduced their supplies by about 220,000 MWh while increasing
         demand by about 65,000 MWh. Suppliers from the Northwest links (COB and
         NOB) showed a reduction in schedules of about 195,000 MWh while
         increasing demand by about 70,000 MWh.

2.4.1.10. Financial Impact of Congestion

         Before congestion management, the Initial Preferred Schedules represent
         the amount of energy scheduled through the CalPX based on the supply
         and demand curves of Participants. After congestion management, Final
         Schedules represent the willingness of buyers and sellers to adjust
         prices and volume to resolve congestion. Last year, 189,014 GWh of
         Initial Preferred Schedules were submitted through the CalPX Day-Ahead
         auction with an annual hourly dollar volume of $5,033 million. This
         year 194,207,592 GWh of Initial Preferred Schedules were submitted
         through the CalPX Day-Ahead market with an annual hourly dollar volume
         total of $6,278 million. Energy schedules rose from 1,407 GWh to 2,054
         GWh. The impact of congestion on annual dollar volume increased from
         $57 million last year to $133 million this year.



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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 55


TABLE 16 ANNUAL CONGESTION COMPARISON



                     ANNUAL DOLLAR VOLUMES ($ MILLION)           TOTAL ANNUAL QUANTITY
                     ----------------------------------      ------------------------------------
                     APRIL 1999-         APRIL 1998-         APRIL 1999-             APRIL 1998-
                     MARCH 2000          MARCH 1999           MARCH 2000              MARCH 1999
                     ----------------------------------      ------------------------------------
                                                                        
BEFORE CONGESTION      6,278              5,033              194,207,592              189,013,000

AFTER CONGESTION       6,145              4,976              192,153,138              187,606,000

TOTAL CHANGE            (133)               (57)              (2,054,454)              (1,407,000)



         For the seven major congestion zones, Table 17 shows the price change
         from the Unconstrained MCP and the Net Financial Impact on buyers
         (demand) and seller (supply). These Net financial impact figures are
         calculated by taking the difference between the UMCP and the zonal
         price multiplied by the final quantity for each hour in the zone. These
         impacts only measure the impact of the change of zonal pricing on the
         final constrained quantity. These figures do not consider the financial
         impact of congestion on quantities.


TABLE 17 NET FINANCIAL IMPACT DUE TO CONGESTION




                                                                 NET FINANCIAL IMPACT
                                               -------------------------------------------------------------------------------
                                               THIS YEAR:           LAST YEAR:           THIS YEAR:          LAST YEAR:
                                               APRIL 1999-          APRIL 1998-          APRIL 1999          APRIL 1998-
                   AVERAGE    AVERAGE ZONAL    MARCH 2000 SUPPLY    MARCH 1999         MARCH 2000 DEMAND     MARCH 1999
ZONE           UMCP($/MWH)    PRICE ($/MWH)    ($ MILLION)         SUPPLY ($ MILLION)    ($ MILLION)        DEMAND ($ MILLION)
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                              
NP15           $   30.90       $   32.61               95.4           19.4                 135.47               28.0

SP15           $   30.90       $   29.27             (173.7)         (38.7)               (193.78)             (40.3)

EL DORADO      $   30.90       $   28.32              (19.5)          (7.3)                 (0.95)              (0.2)

PALO VERDE     $   30.90       $   28.24              (30.1)          (7.2)                 (0.66)              (0.1)

COB            $   30.90       $   29.56              (10.4)          (3.5)                 (1.65)              (0.1)

NOB            $   30.90       $   29.95               (1.0)          (1.1)                 (0.94)              (0.6)

ZP26           $   30.90       $   28.71               (3.2)            NA                  (1.10)                NA


         The net effect of congestion on zonal prices, excluding quantity
         effects, for Northern and Southern California are as follows:

         -        Sellers in Northern California (NP15) realized an additional
                  $95 million of sales because of higher zonal prices as a
                  result of congestion. On the other hand, buyers in NP15 paid
                  an additional $135.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 56

         -        Sellers in Southern California (SP15) lost $174 million in
                  revenue because of lower zonal prices. Buyers in SP15 saved
                  $194 million.

         According to these figures, the net financial impact was more severe in
         the second year. The net gain for suppliers in NP15 rose by about $75
         million this year while the cost to buyers in NP15 rose by more than
         $100 million. The net loss for suppliers in SP15 rose from last year by
         about $135 million. But the savings for buyers in SP15 increased by
         about $150 million

         Congestion caused a net reduction in schedules of about 2,360 GWh. The
         unmet energy demand in the Day Ahead market due to congestion was
         likely satisfied in the CalPX Day-Of and the CAISO real-time markets.

2.4.2  Day-Of Market

         The CalPX Day-Of market was originally launched on July 30, 1998 as the
         Hour-Ahead market. It allows buyers and seller to adjust their
         Day-Ahead positions for changes in demand caused by weather conditions,
         resource outages, and other favorable price arbitrage opportunities.
         The original market involved trading around the clock through 24
         separate hourly auctions occurring within hours of the actual trading
         hour. On January 17, 1999, the Hour-Ahead auction was renamed the
         Day-Of market to reflect the change in the timing of the auctions. The
         Hour-Ahead market and the Day-Of market will henceforth be called the
         Day-Of for purposes of discussion. The change was implemented to reduce
         the frequency of auctions from 24 to three, but maintain the benefits
         of the market. Currently, the auctions take place at 4:00 p.m. for the
         next day trades for Hours 1 - 7, 6 am, for the same day trades for
         Hours 7 - 16, and noon for the same day trades for Hours 17 - 24. Shown
         below in Figure 23 is a graph of Daily Average Volume and Daily Average
         UMCP since the launch of the Hour-Ahead/Day-Of market.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 57


FIGURE 23 DAY-OF UMCP AND DAILY VOLUME

                              [LINE AND BAR CHART]

         The Day-Of market volume has remained flat since the market launch in
         terms of quantity and has grown in terms of hours of transaction. The
         relatively small volumes in this market, as compared to the Day-Ahead
         market, means that supply and/or demand bids in some hours are not
         sufficient to have an intersection of the supply and demand curves.
         These hours are then considered "INVALID" and no trades take place. The
         hours of transactions shown in Table 18 and Figure 24 indicate the
         number of valid hours. As the market has grown in volume, the percent
         of valid hours has increased to more than 90%.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 58

TABLE 18 DAY-OF MARKET RESULTS



                           AVERAGE        TOTAL       AVERAGE QUANTITY       HOURS WITH    TRANSACTION HOURS
                                                                                               AS % OF
MONTH                   PRICE ($/MWH)    QUANTITY        PER DAY (MWH)      TRANSCATIONS     TOTAL HOURS
- ----------------------------------------------------------------------------------------------------------
                                                                           
  August-98                 49.00          91,225            2,943              462            62%
September-98                40.29          58,602            1,953              361            50%
 October-98                 31.33          23,564              760              224            30%
 November-98                16.43           2,874               96               74            10%
 December-98                38.83          19,745              637              164            22%
January 1-16                26.66           1,785              112               30             8%
January 17-30               15.78          26,032            1,735              280            78%
 February-99                16.76          18,802              672              447            67%
  March-99                  19.63          24,774              799              418            56%

Average/Total               29.34         267,403            1,114            2,460            43%
- ----------------------------------------------------------------------------------------------------------
  April-99                  25.43          29,034              937              500            67%
   May-99                   26.22          22,883              738              382            51%
   June-99                  25.71          55,093            1,836              486            68%
   July-99                  30.31          79,804            2,574              558            75%
  August-99                 34.99          83,174            2,683              576            77%
September-99                30.45          87,954            2,932              608            84%
 October-99                 39.65          95,562            3,083              662            89%
 November-99                31.01          62,305            2,077              594            83%
 December-99                24.24          41,864            1,350              629            85%
 January-00                 26.67          77,193            2,490              695            93%
 February-00                26.29          48,042            1,657              652            94%
  March-00                  28.06          46,377            1,496              587            79%

Average/Total               29.09         729,284            1,988            6,929            79%


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 59

FIGURE 24  COMPARISON OF DAY-AHEAD AND DAY-OF MARKET

                              [LINE AND BAR CHART]


         A comparison of the Day-Ahead and Day-Of market prices show that
         without exception, the monthly average Day-Ahead price is greater than
         the monthly average Day-Of market price for the first two years of the
         market. Figure 24 compares the Day-Ahead and Day-Of average prices for
         only those hours when a valid auction took place in the Day-Of market.
         The average spread between the Day-Ahead and Day-Of market is $3.20/MWh
         with a maximum monthly spread of $8.50/MWh in October 1999. Prices in
         the Day-Ahead and Day-Of market are expected to converge in the future
         as the Day-Of market matures and gains in liquidity and as Participants
         recognize the opportunities in the Day-Of market.

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         PCQM IN THE DAY-OF MARKET

         The PCQM was implemented first in the Day-Of market and then in the
         Day-Ahead. Figure 25 shows that PCQM activity in the Day-Of Market
         dropped after the first couple of months. This is most likely because
         PCQM had been implemented in the Day-Ahead market by September 1999. As
         a result some PCQM activity shifted to the market where larger
         adjustments could be made at better prices. In other words, the UMCP in
         the Day-Ahead market is less volatile and more frequently at a level
         where both buyers and sellers would choose to participate further.
         However, the Day-Of PCQM adjustments typically hold a larger percentage
         of the Day-Of volume than the Day-Ahead PCQM adjustments do of the
         Day-Ahead volume because Day-Ahead volumes are relatively small.


FIGURE 25 DAY-OF AVERAGE DAILY PCQM ADJUSTMENT BY MONTH

                                  [BAR CHART]

         As was true with the Day-Ahead PCQM adjustments, the Day-Of PCQM
         adjustments tend to reach their highest quantities during on-peak
         hours, as seen in Figure 26.

         The addition of both the Day-Ahead and Day-Of PCQM has provided two
         more opportunities for Participants in the PX to adjust their schedules
         as the dispatch hour nears. If they wish, participants can reduce their
         risk in the CAISO Real-Time Markets by choosing to take advantage of
         this mechanism in either or both CalPX markets.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 61

FIGURE 26 AVERAGE DAY-OF PCQM ADJUSTMENTS FOR HE 1-24 (JULY 1999 - MARCH 31,
2000)

                                  [BAR CHART]

2.5      The Relationship Between the CalPX Day-Ahead Market and other Markets

2.5.1    Market Share of CAISO

         As seen in Table 19, the CalPX's market share of the CAISO has
         decreased by about 2.5% between the first and second years of
         operation. Most of this decrease occurred during on-peak hours.


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                         TABLE 19 PX SHARE OF ISO MARKET


                  1998-1999         1999-2000         1998-1999         1999-2000        1998-1999        1999-2000
ALL HOURS           CalPX            CalPX             CAISO             CAISO            CalPX % Share    CalPX % Share
                  Day-Ahead         Day-Ahead         Day-Ahead        Day-Ahead         of CAISO          of CAISO
Month             Final             Final           Final Schedule    Final Schedule     Day-Ahead         Day-Ahead
                  (MWh)             (MWh)             (MWh)             (MWh)            Final Schedule   Final Schedule
- -------------------------------------------------------------------------------------------------------------------------
                                                                                        
April             19,806            19,751            21,689            24,132           91.3%            81.8%
May               18,905            19,924            21,408            24,171           88.3%            82.4%
June              21,312            21,934            24,133            26,609           88.3%            82.4%
July              25,142            25,459            29,538            28,878           85.1%            88.2%
August            25,564            25,823            31,365            29,016           81.5%            89.0%
September         23,442            23,768            28,169            27,930           83.2%            85.1%
October           20,964            22,848            24,566            26,822           85.3%            85.2%
November          20,637            22,850            23,936            25,144           86.2%            90.9%
December          21,394            21,721            24,821            25,919           86.2%            83.8%
January           20,210            21,125            23,783            25,575           85.0%            82.6%
February          19,516            19,725            23,431            25,529           83.3%            77.3%
March             19,930            19,812            23,270            25,523           85.6%            77.6%
- -------------------------------------------------------------------------------------------------------------------------
Annual Average    21,419            22,062            25,028            26,271           85.8%            83.9%
- -------------------------------------------------------------------------------------------------------------------------





                  1998-1999         1999-2000         1998-1999         1999-2000        1998-1999        1999-2000
ON PEAK           CalPX            CalPX             CAISO             CAISO            CalPX % Share    CalPX % Share
                  Day-Ahead         Day-Ahead         Day-Ahead        Day-Ahead         of CAISO          of CAISO
Month             Final             Final           Final Schedule    Final Schedule     Day-Ahead         Day-Ahead
                  (MWh)             (MWh)             (MWh)             (MWh)            Final Schedule   Final Schedule
- -------------------------------------------------------------------------------------------------------------------------
                                                                                         
April                21,585          21,501            23,692           26,741            91.1%                80.4%
May                  20,746          22,043            23,583           27,171            88.0%                81.1%
June                 23,152          24,175            26,510           29,871            87.3%                80.9%
July                 28,316          29,214            33,784           32,537            83.8%                89.8%
August               28,331          29,392            35,514           32,776            79.8%                89.7%
September            25,719          26,425            31,341           31,414            82.1%                84.1%
October              22,785          24,784            26,888           30,166            84.7%                82.2%
November             22,607          25,339            26,167           27,865            86.4%                90.9%
December             22,921          23,096            26,693           28,706            85.9%                80.5%
January              22,185          23,127            25,766           28,588            86.1%                80.9%
February             21,329          21,468            25,475           28,210            83.7%                76.1%
March                21,559          21,456            25,196           28,237            85.6%                76.0%
- ----------------------------------------------------------------------------------------------------------------------
Annual Average       23,448          24,335            27,562           29,357            85.4%                82.7%
- -----------------------------------------------------------------------------------------------------------------------




                 1998-1999         1999-2000         1998-1999         1999-2000        1998-1999        1999-2000
OFF PEAK          CalPX            CalPX             CAISO             CAISO            CalPX % Share    CalPX % Share
                  Day-Ahead         Day-Ahead         Day-Ahead        Day-Ahead         of CAISO          of CAISO
Month             Final             Final           Final Schedule    Final Schedule     Day-Ahead         Day-Ahead
                  (MWh)             (MWh)             (MWh)             (MWh)            Final Schedule   Final Schedule
- -------------------------------------------------------------------------------------------------------------------------
                                                                                         
April              17,364            17,355           18,939            20,564             91.7%             84.4%
May                16,765            17,460           18,878            20,683             88.8%             84.4%
June               18,794            18,867           20,881            22,146             90.0%             85.2%
July               21,452            20,696           24,601            24,623             87.2%             84.1%
August             22,055            21,295           26,102            24,247             84.5%             87.8%
September          20,595            20,447           24,205            23,164             85.1%             88.3%
October            18,442            20,394           21,350            22,581             86.4%             90.3%
November           18,386            20,004           21,387            21,744             86.0%             92.0%
December           19,457            19,977           22,447            22,678             86.7%             88.1%
January            18,104            18,797           21,668            22,072             83.5%             85.2%
February           17,320            17,369           20,958            21,907             82.6%             79.3%
March              17,674            17,536           20,603            21,766             85.8%             80.6%
- ----------------------------------------------------------------------------------------------------------------------
Annual Average     18,885            19,183           21,864            22,348             86.5%             85.8%
- ----------------------------------------------------------------------------------------------------------------------



         When the CalPX came into existence in April 1998, few alternatives to
         the CalPX existed for market participants. Since then, the bilateral
         markets have become more vibrant, other Scheduling Coordinators have
         joined the CAISO, and other power exchanges have been created. In light
         of these changes, a 2.5% decrease in the CalPX's market share seems
         relatively small.

         The primary reason the CalPX has been able to retain its market share,
         is because AB 1890 requires the IOUs to buy and sell their power
         through the CalPX until March 2002. This is to facilitate the recovery
         of the IOUs' stranded costs during the restructuring transition period.
         However, as Table 20 shows, the IOU segment of the CalPX Day-Ahead
         Market has decreased significantly on both the supply side and the
         demand side.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 63


TABLE 20 SHARE OF IOU IN PX DAY-AHEAD MARKET




    ----------------------------------------------------------------------------
                        PERCENTAGE OF PX DAY-AHEAD MARKET
    ----------------------------------------------------------------------------
     YEAR 1 (APRIL 1998 - MARCH 1999)        YEAR 2 (APRIL 1999 - MARCH 2000)
    ----------------------------------------------------------------------------
         DEMAND              SUPPLY              DEMAND              SUPPLY
    ----------------------------------------------------------------------------
    Others     IOU      Others     IOU      Others     IOU      Others     IOU
    ----------------------------------------------------------------------------
                                                     
     9.75%    90.25%    14.17%    85.83%    14.67%    85.42%    29.83%    70.17%


              Non-IOU market Participants (Others) have voluntarily increased
              their activity through the CalPX even with other options (such as
              bilateral arrangements and activity with other exchanges)
              available to them. While the IOU segment of the Day-Ahead has
              decreased by 15%, CalPX's total market share has only decreased by
              2.5%, indicating that the non-IOU segment of the CalPX market is
              steadily growing.

2.5.2  Price Spreads

              Table 21 and Table 22 compare several average price spreads
              between the CalPX's first and second years of operation. Since the
              PX holds 80% - 85% of the total California market share, its
              prices are largely viewed as the benchmark for purchasing and
              selling electricity in California. However, arbitrage theory
              states that in an efficient market, two different price origins
              based on the same underlying commodity ought to converge. The two
              tables below show that the average differences in zonal prices in
              NP15 and SP15 tracked more closely in the second year than in the
              first.


TABLE 21 PRICE SPREAD COMPARISON CHART (YEAR 1)



- --------------------------------------------------------------------------------------------------------------
                                 Day-      Zonal   Zonal
APRIL 1998 -                     Ahead     Price   Price     DJ       DJ      Day-Of    Real Time    Real Time
MARCH 1999                       UMCP      NP15    SP15      COB      PV       UMCP       NP15         SP15
                                                                             
- --------------------------------------------------------------------------------------------------------------
                    Avg Price   $24.44    $24.93   $23.96   $24.43   $23.88   $28.97    $25.62        $23.54
- --------------------------------------------------------------------------------------------------------------
Day-Ahead UMCP       $24.44
- --------------------------------------------------------------------------------------------------------------
Zonal Price NP15     $24.93      $0.49
- --------------------------------------------------------------------------------------------------------------
Zonal Price SP15     $23.96     -$0.48    -$0.97
- --------------------------------------------------------------------------------------------------------------
DJ - COB             $24.43     -$0.01    -$0.50   $ 0.47
- --------------------------------------------------------------------------------------------------------------
DJ - PV              $23.88     -$0.56    -$1.05  -$ 0.08   -$0.55
- --------------------------------------------------------------------------------------------------------------
Day-Of UMCP          $28.97      $4.53    -$4.04   $ 5.01    $4.54    $5.09
- --------------------------------------------------------------------------------------------------------------
ISO Real Time NP15   $25.62      $1.18     $0.69   $ 1.66    $1.19    $1.74   -$3.35
- --------------------------------------------------------------------------------------------------------------
ISO Real Time S15    $23.54     -$0.90    -$1.39  -$ 0.42   -$0.89   -$0.34   -$5.43    -$2.08
- --------------------------------------------------------------------------------------------------------------



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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 64


TABLE 22 PRICE SPREAD COMPARISON CHART (YEAR 2)

<Table>
<Caption>
                                    Day-     Zonal     Zonal
APRIL 1999 - MARCH                 Ahead     Price     Price      DJ        DJ       Day-Of    Real Time      Real Time
        2000                       UMCP      NP15      SP15      COB        PV       UMCP        NP15          SP16
- ------------------------------------------------------------------------------------------------------------------------
                                                                                   
                    Avg Price      $30.90    $32.62    $29.28    $29.80    $28.77    $29.28    $33.11         $29.26
- ------------------------------------------------------------------------------------------------------------------------
Day-Ahead UMCP        $30.90

Zonal Price NP15      $32.62        $1.72

Zonal Price SP15      $29.28       -$1.62    -$3.34

DJ - COB              $29.80       -$1.10    -$2.82     $0.52

DJ - PV               $28.77       -$2.13    -$3.85    -$0.51    -$1.03

Day of UMCP           $29.28       -$1.62    -$3.34     $0.00     $0.62     $0.51

ISO Real Time NP15    $33.11        $2.21     $0.50     $3.84     $3.32     $4.35     $3.83

ISO Real Time SP16    $23.25       -$1.64     $3.36     $0.01     $0.54     $0.50     $0.02     $3.85

</Table>


         Also, the average difference between the Day-Ahead and Day-Of UMCP
         decreased significantly, from $4.53/MWh the first year, to $1.62/MWh
         the second year. The average hourly Day-Of volume increased from 46 MWh
         the first year to 83 MWh the second year, an increase of 81%. This
         falls in line with arbitrage theory, in that if the markets are equally
         robust, arbitrage and price convergence should happen more quickly and
         efficiently.

         Figure 27 shows a graphical portrayal of the CalPX Day-Ahead and CAISO
         Real-Time zonal price spread. It is followed by Table 23 which shows
         the figures in detail.

FIGURE 27 ZONAL PRICE COMPARISON BETWEEN PX DAY-AHEAD AND ISO REAL-TIME MARKETS

                                  [BAR CHART]

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Table 23 Monthly Spread Between CalPX Zonal Price and the ISO Real-time Price



                                                                NP 15                    SP 15       SP 15
                                                    NP 15       AVERAGE     AVERAGE      AVERAGE     AVERAGE
                                                 AVERAGE        ZONAL         ZONAL      ZONAL       ZONAL         AVERAGE
MONTH               CALPX          CALPX         ZONAL PRICE    PRICE         PRICE        PRICE       PRICE       ZONAL PRICE
                 ----------------------------                   CAISO         NP15       CALPX       CAISO         SP15
                  AVERAGE UMCP   AVERAGE UMCP    CALPX PRICE    PRICE       SPREAD         PRICE       PRICE       SPREAD
                    APRIL-99 TO    APRIL-98 TO
                    MARCH-00       MARCH-99         ($/MWH)     ($/MWH)     ($/MWH)      ($/MWH)     ($/MWH)       ($/MWH)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                          
  APRIL-99         $   24.01      $   22.64      $   24.21      $   25.42    $   (1.21)    $ 24.29    $ 25.42      $  (1.13)

   MAY-99          $   23.61      $   11.64      $   24.07      $   19.66    $    4.41     $ 24.06    $ 19.66      $   4.40

  JUNE-99          $   23.52      $   12.09      $   24.15      $   21.45    $    2.69     $ 23.93    $ 21.45      $   2.47

  JULY-99          $   28.93      $   32.42      $   32.01      $   22.22    $    9.79     $ 29.91    $ 22.22      $   7.69

 AUGUST-99         $   32.31      $   39.52      $   34.65      $   34.73    $   (0.08)    $ 32.80    $ 34.20      $  (1.40)

SEPTEMBER-99       $   33.91      $   34.01      $   38.98      $   40.94    $   (1.97)    $ 29.28    $ 33.06      $  (3.78)

 OCTOBER-99        $   47.64      $   26.65      $   55.77      $   61.06    $   (5.28)    $ 39.88    $ 42.42      $  (2.54)

NOVEMBER-99        $   36.91      $   25.74      $   37.90      $   47.89    $  (10.00)    $ 29.64    $ 31.99      $  (2.36)

DECEMBER-99        $   29.66      $   29.13      $   29.70      $   32.59    $   (2.89)    $ 28.19    $ 32.02      $  (3.82)

 JANUARY-00        $   31.18      $   20.96      $   31.38      $   33.43    $   (2.04)    $ 30.05    $ 31.36      $  (1.31)

FEBRUARY-00        $   30.04      $   19.03      $   29.97      $   29.26    $    0.71     $ 29.93    $ 28.72      $   1.21

  MARCH-00         $   28.80      $   18.83      $   28.25      $   28.61    $   (0.36)    $ 29.02    $ 28.43      $   0.59

 APRIL-99 -
 MARCH 2000        $   30.90      $   24.44      $   32.61      $   33.11    $   (0.52)    $ 29.27    $ 29.25      $   0.00



2.5.3  Correlation Between Markets

         As can be seen in Figure 28(24), the correlation with the Day-Ahead
         unconstrained MCP decreases as you move to subsequent markets from
         Day-Ahead zonal prices, then to Day-Of prices, then to Real Time
         prices. This is expected since the different markets are asynchronous.
         At each stage, the prices are being adjusted to reflect newer
         information about constraints in the system. Also evident is an
         across-the-board decrease in the correlation moving to Year 2.
         Comparing Figure 29 and Figure 30, the correlation with NP15 decreased
         more than for the SP15 region from Year 1 to Year 2.

- -----------

(24)  Figure 28 through Figure 32 contain price correlation information for Year
      1 and Year 2. All hours were used in calculating correlation between CalPX
      and CAISO markets. In correlating with Dow Jones COB and PV prices, the
      CalPX and CAISO prices were converted to 16 hour on-peak block
      equivalents.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 66



Figure 28 Correlation with Day-Ahead MCP

                         CORRELATION WITH DAY-AHEAD MCP
                               YEAR 1 AND YEAR 2

                                  [BAR CHART]


FIGURE 29 CORRELATION WITH NP15 ZONAL PRICE

                          CORRELATION WITH ZONAL NP15
                               YEAR 1 AND YEAR 2

                                  [BAR CHART]
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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 67

FIGURE 30 CORRELATION WITH ZONAL SP15 PRICE

                          CORRELATION WITH ZONAL SP15
                               YEAR 1 AND YEAR 2

                                  [BAR CHART]

         Figure 31 and Figure 32 illustrate that Real Time prices are the least
         correlated with the other markets, but that NP15 and SP15 Real Time
         prices are still correlated since they are resolved on the same
         information set.

FIGURE 31 CORRELATION WITH CAISO REAL-TIME PRICE - NP15

                      CORRELATION WITH ISO REAL TIME NP15
                               YEAR 1 AND YEAR 2
\
                                  [BAR CHART]

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 68

FIGURE 32 CORRELATION WITH ISO REAL-TIME PRICE - SP15

                      CORRELATION WITH ISO REAL TIME SP15
                               YEAR 1 AND YEAR 2

                                  [BAR CHART]


2.5.4  Ancillary Services Prices and Volume

         The CAISO Ancillary Services markets interact with and influence the
         CalPX markets. CAISO procures Ancillary Services on a Day-Ahead and
         Hour-Ahead basis. Day-Ahead bids for Regulation Up, Regulation Down,
         Spinning Reserves, Non-Spinning Reserves, and Replacement are submitted
         simultaneous after the Day-Ahead unconstrained energy auction is
         complete and resource schedules are submitted. The CAISO pays a
         capacity payment or reservation charge to awarded participants.

         These capacity reservations interact with CalPX markets because, each
         market such as the CalPX Day-Ahead, CalPX Day Of, CAISO real-time and
         CAISO Ancillary Services markets all compete for participation. For
         example, if the Ancillary Services capacity markets are strong on a
         daily basis, this will pull bids away from the CalPX Day-Ahead auction.
         Traders and asset managers attempt to optimize resources and minimize
         exposure and lost opportunity costs by employing the proper mix of
         participation in various markets. Ancillary Services offers the chance
         to benefit from a capacity charge whether or not the resource is called
         by CAISO. If the resource is called by CAISO, the supplier is paid the
         capacity payment in addition to the Real-Time price. As seen in Table
         24, the volume of Ancillary Services compared to the CAISO Day-Ahead
         scheduled volumes is quite substantial.

         Starting in August 1999, CAISO began running separate simultaneous
         auctions for Regulation Up and Regulation Down. Previously, CAISO
         conducted a single auction for

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         both services and the market-clearing price for the highest priced
         service became the clearing price for both. In addition, CAISO
         instituted the Rational Buyer procedure. This approach was installed to
         allow CAISO to utilize bids from a lesser quality ancillary service if
         it met the same technical needs as the higher quality service when the
         lesser quality service was more cost effective. This helps prevent high
         bids at the bottom of bid stacks for high quality ancillary services
         from setting high market clearing price when another service, although
         of lesser quality, would have been less expensive and would still have
         satisfied the minimum reserve requirements.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 70

TABLE 24 ANCILLARY SERVICES PRICES AND QUANTITY


NP15               REGULATION UP         REGULATION DOWN       SPINNING RESERVE      NON-SPINNING RESERVE   REPLACEMENT RESERVE
- -------------------------------------------------------------------------------------------------------------------------------
              AVERAGE      AVERAGE    AVERAGE    AVERAGE      AVERAGE    AVERAGE     AVERAGE     AVERAGE    AVERAGE     AVERAGE
              HOURLY       HOURLY     HOURLY     HOURLY       HOURLY     HOURLY       HOURLY     HOURLY      HOURLY     HOURLY
               QTY         PRICE       QTY       PRICE         QTY       PRICE         QTY       PRICE        QTY       PRICE
MONTH         (MWH)        ($/MWH)    (MWH)      ($/MWH)      (MWH)      $/MWH)       (MWH)      ($/MWH)     (MWH)      ($/MWH)
                                                                                          
Apr-98          449        $ 11.55     N/A        N/A           424        $  7.75      76        $ 6.63     428        $ 7.90
May-98          462        $  9.33     N/A        N/A           341        $  7.49      66        $ 7.30     453        $ 7.92
Jun-98          428        $ 33.65     N/A        N/A           334        $ 33.15      28        $ 3.21     224        $ 3.82
Jul-98          640        $ 20.64     N/A        N/A           383        $ 15.32     133        $17.23     186        $14.60
Aug-98          895        $ 12.83     N/A        N/A           276        $ 35.71     117        $28.29     133        $22.45
Sep-98          949        $  0.40     N/A        N/A           312        $ 19.67     133        $12.78     134        $ 1.99
Oct-98          912        $  7.41     N/A        N/A           470        $  2.60     108        $ 0.60      28        $ 0.33
Nov-98        1,000         -$1.43     N/A        N/A           541        $  3.32      81        $ 0.82      19        $ 0.49
Dec-98        1,065        $ 23.71     N/A        N/A           593        $ 11.92      88        $ 3.22      26        $ 2.09
Jan-99        1,108        $ 16.02     N/A        N/A           414        $  3.91      62        $ 0.55      62        $ 0.69
Feb-99        1,050        $ 10.30     N/A        N/A           328        $  2.72      35        $ 0.73      69        $ 0.79
Mar-99        1,034        $ 14.50     N/A        N/A           407        $  4.04      72        $ 0.68      75        $ 0.58
Apr-99          823        $ 18.12     N/A        N/A           454        $  7.50     152        $ 2.11      36        $ 1.48
May-99          692        $ 16.44     N/A        N/A           431        $  4.81     186        $ 3.09      58        $ 1.64
Jun-99          472        $ 21.54     N/A        N/A           278        $  4.57     316        $ 2.70      37        $ 1.27
Jul-99          403        $ 26.71     N/A        N/A           214        $  8.57     171        $ 8.10     102        $ 8.11
Aug-99          200        $ 15.98      38        $12.93        193        $  7.08     196        $ 3.22      18        $ 4.33
Sep-99          277        $ 15.77      81        $25.87        126        $  5.89     174        $ 4.01      22        $ 3.61
Oct-99          284        $ 42.11      67        $20.18        179        $ 10.63     179        $ 4.76      44        $ 8.95
Nov-99          251        $ 11.22     117        $21.76        267        $  3.48     203        $ 1.60      21        $ 1.23
Dec-99          373        $  6.23     234        $11.96        432        $  1.19     271        $ 0.51      53        $ 0.38
Jan-00          255        $  7.97     157        $12.64        401        $  1.26     271        $ 0.22      71        $ 0.23
Feb-00          211        $  8.87     142        $10.52        367        $  1.27     197        $ 0.37      91        $ 0.48
Mar-00          248        $ 10.98     242        $ 9.54        311        $  2.82     176        $ 0.58      82        $ 0.65






SP15               REGULATION UP         REGULATION DOWN       SPINNING RESERVE      NON-SPINNING RESERVE   REPLACEMENT RESERVE
- -------------------------------------------------------------------------------------------------------------------------------
              AVERAGE      AVERAGE    AVERAGE    AVERAGE      AVERAGE    AVERAGE     AVERAGE     AVERAGE    AVERAGE     AVERAGE
              HOURLY       HOURLY     HOURLY     HOURLY       HOURLY     HOURLY       HOURLY     HOURLY      HOURLY     HOURLY
               QTY         PRICE       QTY       PRICE         QTY       PRICE         QTY       PRICE        QTY       PRICE
MONTH         (MWH)        ($/MWH)    (MWH)      ($/MWH)      (MWH)      $/MWH)       (MWH)      ($/MWH)     (MWH)      ($/MWH)
                                                                                          
Apr-98          522        $ 11.55     N/A        N/A           235      $ 7.75       598        $ 6.83        323       $  7.91
May-98          732        $  9.45     N/A        N/A           355      $ 7.49       708        $ 7.30        566       $  7.92
Jun-98        1,179        $ 34.29     N/A        N/A           398      $39.59       842        $ 3.05        832       $  3.65
Jul-98        1,197        $ 57.86     N/A        N/A           496      $76.93       877        $18.61        354       $115.50
Aug-98        1,042        $ 16.84     N/A        N/A           723      $50.23       715        $37.08        653       $ 35.04
Sep-98          845        $  0.77     N/A        N/A           612      $23.50       504        $15.64        532       $ 11.87
Oct-98          805        $  7.41     N/A        N/A           301      $ 2.58       374        $ 0.63        209       $  0.39
Nov-98          661         -$1.37     N/A        N/A           277      $ 3.32       406        $ 0.86        161       $  0.54
Dec-98          688        $ 27.32     N/A        N/A           335      $17.87       294        $ 5.01        278       $  2.10
Jan-99          738        $ 17.64     N/A        N/A           465      $ 4.22       332        $ 0.57        210       $  0.71
Feb-99          773        $ 10.28     N/A        N/A           519      $ 2.72       320        $ 0.73        160       $  0.79
Mar-99          711        $ 14.50     N/A        N/A           319      $ 4.04       167        $ 0.68        142       $  0.61
Apr-99          950        $ 18.15     N/A        N/A           329      $ 7.50       159        $ 2.11        226       $  1.55
May-99          820        $ 16.59     N/A        N/A           142      $ 6.29       257        $ 3.18        142       $  1.62
Jun-99          723        $ 24.01     N/A        N/A           165      $ 7.07       283        $ 2.71         92       $  1.33
Jul-99          872        $ 26.92     N/A        N/A           386      $ 8.57       310        $ 8.10        101       $  8.29
Aug-99          658        $ 15.98      30        $12.93        231      $ 7.08       291        $ 3.22         72       $  4.33
Sep-99          574        $ 11.05     420        $13.05        246      $ 5.82       252        $ 1.65         30       $  2.08
Oct-99          425        $ 12.16     442        $19.10        174      $ 8.39       169        $ 3.34         64       $  4.03
Nov-99          263        $ 10.32     363        $21.76         99      $ 3.47       190        $ 1.59         62       $  1.00
Dec-99          176        $  7.55     287        $12.02         44      $ 1.89       173        $ 0.54         74       $  0.40
Jan-00          269        $  9.56     339        $12.34         58      $ 5.89       172        $ 0.25         40       $  0.25
Feb-00          197        $  8.75     245        $10.28         33      $ 2.62       156        $ 1.36         49       $  0.48
Mar-00          227        $ 11.65     192        $ 9.58         17      $ 2.82       202        $ 0.58         63       $  0.74


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 71


2.5.5  Block Forwards Market

         Launched in July of 1999, the CalPX Block Forwards Market (BFM)
         provides market participants with longer term trading instruments to
         hedge price risk, increase market efficiency, and allow for improved
         generation production planning. Block Forwards buy/sell orders are
         accepted each weekday, excluding Sundays and NERC holidays, for energy
         delivery up to 12 months in advance of the current month. Contracts can
         be made in block multiples of 25 or singly in any quantity. Through
         March 31, 2000, contracts were specified for delivery in either the
         Northern California zone (NP15) or the Southern California zone (SP15).
         Delivery can be scheduled through the CalPX Day-Ahead market or through
         a bilateral market. When the Day-Ahead market is used for delivery,
         CalPX provides execution flexibility, which can be customized to fit
         specific participant needs and operating profiles.

         As seen in Table 25, the volume of block forwards contracts has
         steadily increased since its inception. Since the BFM market launch,
         Southern California Edison and Pacific Gas & Electric have been
         successful in obtaining regulatory approval for increasing maximum
         block forwards volume from a combined 1,600 contracts to 5,600. One
         contract is equal to 1 MW for 16 hours per day, Monday through Saturday
         for the entire month. As of the beginning of June, nearly 5,000
         contracts had been traded for the summer of 2000. From the beginning of
         the market through March 31, 2000, 14,175 contacts had been traded for
         a total energy output of approximately 40 million MWh.

         Also in Table 25, the average BFM contract price for the delivery month
         is compared to the Day-Ahead UMCP, the Day-Of UMCP, and the CAISO
         Real-time price. The table averages only the on-peak hours of all
         markets to provide a consistent comparison across the markets. The
         CalPX average prices are weighted by volume. This table shows that
         there are some months when the block forwards hedges resulted in
         significant savings to the buyer of the contract.

         New block forward products have been introduced to the market since
         inception to provide greater flexibility of time blocks and delivery
         locations. Quarterly products began in December 1999, super-peak and
         shoulder-peak contracts on March 1, 2000. New delivery locations were
         added on April 1, 2000, including Mead in southern Nevada, Palo Verde
         in Arizona, and COB at the California-Oregon border. Starting May 15,
         2000, the CalPX offered continuous monthly trading of ancillary
         services capacity contracts for delivery in the Day-Ahead market. Daily
         blocks and balance-of-the-month contracts are expected to launch on
         July 5, 2000.

         Starting on May 1, 2000, orders for forward contracts can be entered
         using the CalPX new electronic system called Click.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 72

TABLE 25 BLOCK FORWARDS MARKET COMPARISON

           BFM Contract Price vs. UMCP, Day-Of, and Real-Time Prices


                             BFM         BFM
                             NP15        SP15        CalPX
                             Average     Average     UMCP On-                 ISO RT      ISO RT
                BFM          Contract    Contract    Peak         Day-Of      On-Peak     On-Peak
Contract        Contract     Price *     Price *     Average *    On-Peak*    NP15 **     SP15 **
Month           Volume       ($/MWh)     ($/MWh)     ($/MWh)      ($/MWh)     ($/MWh)     ($/MWh)
                                                                    
Aug-99          1900         $48.31      $ 48.70      $40.29       62.01       43.70       44.35
Sep-99          3175         $39.72      $ 40.15      $39.43       39.20       45.18       42.12
Oct-99          1150                     $ 33.58      $54.23       53.78       75.38       50.61
Nov-99          1125         $39.12                   $45.22       42.22       51.99       38.65
Dec-99          2175         $38.37      $ 31.69      $32.42       28.47       35.06       34.27
Jan-00          1525         $34.51      $ 29.10      $34.53       31.71       36.79       34.85
Feb-00          1025                     $ 30.42      $32.16       27.93       29.63       29.08
Mar-00          2100         $31.91      $ 31.44      $31.63       30.10       32.05       32.18
Apr-00          1850         $33.52      $ 34.79      $31.83       50.56       34.69       50.82
May-00          2025         $33.18      $ 35.01      $62.63       165.82      60.25       86.53
Jun-00          2900         $38.36      $36.55
Jul-00          4850         $65.61      $61.69
Aug-00          4700         $65.61      $66.19
Sep-00          4600         $65.61      $60.33
Oct-00          75           $47.25      $52.00
Nov-00          75           $47.25      $52.00
Dec-00          75           $47.25      $52.00


* As of May 28, 2000, weighted average
** As of May 28, 2000, simple average

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 73

2.6     Measures of Market Value

         Section 2.2.2 summarized the transaction volumes for CalPX markets for
         Years 1 and 2 of market operations. Trade volumes through the first two
         years remain robust with Block Forwards Market volumes significantly
         increasing, indicating the value of electricity markets in California.

         Two measures of market share also indicate value. First, non-utility
         generators - the new entrants into California power markets - have
         increased their participation in CalPX markets from Year 1 to Year 2,
         albeit still primarily focused on summer months where peak prices
         provide peak opportunities to earn. Figure 33 shows the market share of
         non-utility generators.

FIGURE 33 CHART OF NON-UTILITY GENERATION (SC TRANSFER) PARTICIPATION AS A
PERCENT OF TOTAL CALPX VOLUMES FOR YEARS 1 & 2

                   SC TRANSFERS % OF FINAL DAY-AHEAD SCHEDULE

                                  [BAR CHART]


Second, investor-owned utilities, though required to buy and sell through CalPX,
are significant participants and play a critical role in the exchange. Their
share of participation is a majority of the liquidity in the exchange. So their
continued participation, in particular as long as they remain the dominant
distributors, is an important element in ensuring CalPX markets remain vital.
Figure 34 shows the market share of the IOUs as a percent of the total CalPX
volumes.

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FIGURE 34 CHART OF IOU PARTICIPANTS AS A PERCENT OF TOTAL CALPX VOLUMES FOR
YEARS 1 & 2

                                  [BAR CHART]

         The recent settlement agreement negotiated with and San Diego Gas &
         Electric, following completion of its CTC recovery, ensured an active
         participation by this company following the end of the transition
         period. The negotiated agreement represented further evidence that
         CalPX markets are valued and that they are likely to remain fully
         supported by key IOU participants (though nothing assures this other
         than CalPX's performance as the best exchange service).

         However, the CPUC's recent ruling allowing multiple exchanges as tools
         for CTC recovery reflects the uncertainty of the regulatory environment
         in which reliable trading services are to be offered.


         Another important measure of value is the CalPX share of the ISO's
         Day-Ahead Final Schedules as shown in Figure 35. During the two years
         of operation, the CalPX remains the dominant Scheduling Coordinator in
         the CAISO system. The Must-Buy/Must-Sell provisions guarantee this
         circumstances, but it is, nevertheless, an important measure.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 75

FIGURE 35 PX SHARE IN THE ISO DAY-AHEAD MARKET APRIL 1998 - MARCH 2000

                                  [BAR CHART]


         These indicators of market value illustrate the importance of CalPX
         markets, and CalPX as an institution, to California electric power
         market restructuring. In turn, the market monitoring responsibilities
         associated with these markets is significant


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3.0  Price Analysis


3.1  Introduction

         Transmission grids for electricity have been described as displacement
         networks where the only physical requirement is that the quantity
         removed from the network at the delivery point must equal the quantity
         supplied (adjusted for losses) at the receipt point.(25) In developing
         performance indicators, the FERC identified a number of important
         characteristics of prices in network industries:

         -        Variability - Price responsiveness to market conditions.

         -        Step functions/threshold effects - Sudden changes in price due
                  to limits on the network to deliver the commodity.

         -        Locational interdependence of prices - The impact that prices
                  have in one area affects other areas linked by the
                  transmission system.

         -        Implicit value transportation constraints - Pricing
                  transmission constraints to determine the most economically
                  efficient alternatives: generation, transmission upgrades, and
                  demand responsiveness.

         -        Linkages between services and interactions between related
                  markets developing price relationships between different
                  products, e.g. energy and ancillary services.(26)

         Compliance has developed several price analysis models to help quantify
         network-pricing characteristics. Section 3.2 describes how a simple
         model using fundamental economic data can explain much of the price
         variation experienced in the California energy markets over the past
         two years. The model is also useful in identifying anomalous price
         behavior that warrants further investigation by the Market Monitoring
         staff. Section 3.3 uses technical analysis to quantify variability and
         the step functions/threshold effects of market prices. A mean reversion
         model is described, and its outputs discussed in terms of market
         volatility, and measures of magnitude and duration of price spikes.

- ---------

(25)  The Governance of Energy Displacement Network Oligopolies, Discussion
      Paper 96-08, Federal Energy Regulatory Commission, Office of Economic
      Policy, October 1996, Revised May 1997, p28.

(26)  State of the Markets 2000, Measuring Performance in Energy Market
      Regulation, Federal Energy Regulatory Commission, March 2000, pp. 26-27.


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3.2      Fundamental Models of Price Movements

3.2.1    Introduction

         The descriptive analysis presented in Section 2 showed that nominal
         prices in CalPX markets have increased over the two-year operating
         history of the exchange.

         At the same time, prices for various inputs such as natural gas rose.
         Load growth and changing weather patterns also contributed to price
         increases. As a result, the explanation for this apparent increase in
         prices is not simple. This section develops a model of CalPX Day-Ahead
         Market prices that explains trends and variability of price in various
         fundamental factors. The model explains about 88% of the variability in
         prices, using a simple and limited set of variables. More importantly,
         the apparent upward trend in prices disappears when fundamental
         economic factors are taken into account.


3.2.2    The Basic Form of the Fundamental Price Analysis Model

         Compliance has developed a model to analyze factors affecting prices as
         part of an overall statistical market monitoring system.
         Market-clearing prices are modeled as a function of various inputs:

         -        Previous day's UMCPs and UMCQs.

         -        CAISO load forecast.

         -        Natural gas prices for PG&E , SoCal, and San Diego citygates.

         -        Temperatures at San Francisco, Sacramento, Los Angeles, and
                  San Diego .

         -        Coal plant availability of the three IOUs.

         -        Nuclear availability of the three IOUs.

         Figure 1 shows the basic form of the model.


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              FIGURE 1: THE BASIC FORM OF THE PRICE ANALYSIS MODEL

                                  [FLOW CHART]


         Today's prices are a function of the fundamental information known at
         the time of price formation, yesterday's prices and some unexplained
         variation.(27) Because prices in the Day-Ahead market are determined
         simultaneously, the model must solve simultaneously.(28) The model uses
         hourly numbers for loads, prices, and quantities, and daily quantities
         for gas prices, temperatures, and coal and nuclear availability.
         Forecast loads enter the model through a squared term as well as a
         linear term, and a gas-temperature interaction term is used as well.


- ------------

(27)  The model lags temperatures and gas prices by two days to reflect the
      information known when Day-Ahead bids are submitted. The model is actually
      an AR-2, with the endogenous Day-Ahead prices lagged by 2.

(28)  Technically, the model is a weighted vector autoregression. Principal
      components analysis is used to reduce the dimensionality of the exogenous
      variables and avoid problems of collinearity. An iterative weighting
      procedure is used to accommodate the heteroskedasticity and
      autocorrelation in prices.


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         3.2.3 Fundamental Price Model Results

         Compliance's price analysis model was run on data from the first two
         years of market operation, April 1, 1998 to March 31, 2000.

FIGURE 2:  MODEL RESULTS

               % OF VARIATION EXPLAINED BY FUNDAMENTAL VARIABLES

                                  [LINE CHART]

                                  Hour Ending


         Figure 2 shows the relative contribution of various fundamental factors
         across each of the hours for the two years of market operations. (29)
         Overall, the model explains about 88% of the variation in prices. The
         top layer of the figure is the unexplained variation in the model. The
         model can account for more of the variation on off-peak hours than for
         on-peak hours.

         As discussed earlier, the Day-Ahead unconstrained price has appeared to
         trend upward during the first two years. Figures 3 and 4 show prices
         for hours ending 4 and 16 for the first two years along with the trend
         line.


- ----------

(29)  The relative contributions were derived by running the model separately
      for each exogenous variable. The resulting R(2) s were then weighted by
      their relative contribution so that they equaled the R(2) for the full
      model. These results indicate the relative importance of each variable's
      contribution.


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FIGURE 3:  TREND OF RAW PRICES FOR HOUR 4

                         UMCP, HE 04, 4/1/98 - 3/31/00

                                  [LINE CHART]

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FIGURE 4:  TREND OF RAW PRICES FOR HOUR 15

                         UMCP, HE 16, 4/1/98 - 3/31/00

                                  [LINE CHART]


         The trend for hour 4 is greater than that for hour 16. The apparent
         trends for on-peak hours were less than for off-peak hours.

         However, when fundamental factors are taken into account, the raw price
         trends largely disappear. Figures 5 and 6 show prices adjusted for
         fundamentals(30) along with the trend line when the fundamentals are
         taken into account. For both hours 4 and 16, the trend disappears.

- --------

(30)  These are the residuals from the model estimation.

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FIGURE 5:  PRICE TRENDS ADJUSTED FOR FUNDAMENTAL FACTORS FOR HOUR 4

                     UMCP, HE 04, Adjusted for Fundamentals

                                  [LINE CHART]


FIGURE 6:  PRICE TRENDS ADJUSTED FOR FUNDAMENTAL FACTORS FOR HOUR 16

                     UMCP, HE 16, Adjusted for Fundamentals

                                  [LINE CHART]


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         Figure 7 illustrates the situation for all hours. The apparent price
         trends indicate price increases ranging from about $5 to $8 per MWh.
         When adjusted for fundamental factors, the overall annual increase is
         about $1 per MWh. The remaining increase in hourly prices not explained
         by the model may be due to other fundamental factors not considered,
         such as: cost of other inputs, availability of units other than nuclear
         and coal, hydro conditions, or precipitation. Figure 8 shows the
         percentage price increase explained by fundamentals for each hour.
         Overall, about 80% of the increase is reflected in the fundamental
         factors used. In the afternoon hours, which had the lowest apparent
         price increase, the model explained only about 60% of the trend. While
         the off-peak prices represented the greatest increase in price, the
         model explained 85% to 95% of this increase.

FIGURE 7: PRICE PATTERNS IN THE DAY-AHEAD MARKET FOR ALL HOURS FOR THE FIRST TWO
YEARS OF MARKET OPERATIONS

              ANNUALIZED LINEAR INCREASE IN UMCP 4/1/98 - 3/31/00


                                  [LINE CHART]
\
                                  Hour Ending

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FIGURE 8  % OF PRICE INCREASE EXPLAINED BY FUNDAMENTALS

                                  [LINE CHART]

                                  Hour Ending

         The significance of this analysis for market monitoring purposes is
         twofold. First, the analysis demonstrates that most CalPX Day-Ahead
         Market price movements can be explained as a function of fundamental
         factors. If fundamental factors can explain price movements, then it
         would appear that the Day-Ahead market is functioning like other normal
         commodities markets.

         Second, the price model itself becomes useful as a means of automating
         one aspect of concern when monitoring markets, i.e., how can variances
         be explained? For purposes of illustration, normal is defined as a
         bandwidth of three standard deviations from the price signal. If price
         events fall outside this range, then Compliance devotes special
         attention to explaining why this has occurred. Figure 9 below selects
         one representative week in 1999 to illustrate how the monitoring
         process is enhanced when using a price model with bandwidths to monitor
         prices.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 85

FIGURE 9: STATISTICAL BANDWIDTH MONITORING OF PRICE MOVEMENTS IN CALPX'S
DAY-AHEAD MARKET

                                      UMCP

                                  [LINE CHART]

                                  Day of 1999

         A bandwidth of three standard deviations around the actual price and
         the model's price prediction shows that high prices do not necessarily
         trigger an alarm.(31) For example, in this week, an alarm was triggered
         by several price events outside the bandwidth during relatively low
         prices. This prompted Compliance to analyze more carefully these price
         events.

         This system identifies anomalous events on an ongoing basis. It does
         not substitute for staff consistently and constantly watching price
         movements and evaluating them daily. But it does provide enhanced
         filtering tools, enabling Market Monitoring staff to focus on
         particular price events.

         Analysis of explainable variance derived from fundamental factors
         coupled with the integration of this price model into ongoing market
         monitoring has increased Compliance's confidence that CalPX markets are
         operating effectively.

- ----------

(31)  The bandwidth of three standard deviations is illustrative. Actual
      bandwidths are confidential.

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 86

3.3      Technical Models Concerning Price Behavior in CalPX Markets


3.3.1    Technical Price Movements and What They Communicate

         While fundamental models capture the relationship between price and
         external factors, technical analysis is concerned with describing
         market behavior captured in the movement of market prices. From a
         technician's perspective, if all information is reflected in the price
         of a stock or commodity (a principle of the efficient market
         hypothesis), why look for external fundamental information when an
         analysis of price activity is sufficient in understanding market
         behavior?

3.3.2    Price Mean Reversion

         Price mean reversion is considered an appropriate technical model for
         describing price behavior in energy markets.(32) Mean reversion models
         assume that the commodity being modeled has some equilibrium price
         level toward which market prices move. However, events can cause prices
         to spike.(33) The mean reversion model measures the duration of price
         spikes as well as the random noise, or volatility, around the
         equilibrium price. Figure 11 illustrates the price behavior that this
         mean reversion model attempts to capture. A summary description of mean
         reversion model results is included in Appendix C.

- ----------

(32)  Energy Risk, Valuing and Managing Energy Derivatives, Dragana Pilipovic,
      McGraw-Hill, New York, 1997, p 30.

(33)  Spikes are similar to the sudden changes in price described as step
      functions and threshold effects in FERC's State of the Markets 2000. p. 8


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 87

FIGURE 10

                   ELEMENTS CAPTURED BY PRICE MEAN REVERSION
                                     MODEL

                                  [LINE CHART]



3.3.3    Price Spike Behavior

         Table 1 shows the model derived alpha and the estimated number of days
         required for prices to return to their mean price levels for the CalPX
         Day Ahead UMCP, zonal price, the Day Ahead COB and PV on-peak prices,
         and the CAISO real time zonal price. The CalPX and CAISO prices have
         been converted to 6 X 16 on-peak block prices for comparison. Although
         price spikes do occur, prices typically return to mean price levels in
         about two days. From a market monitoring perspective, the speed of mean
         reversion can be tracked over time to determine if prices can be
         maintained over reversion levels for a sustained period of time. If the
         mean reversion pattern changes, Compliance examines the spike more
         carefully.

TABLE 1



                   Market               Estimated Model        Estimated # of Days to       Daily Volatility of
                  (On-Peak)             Parameter Alpha            Return to Mean          Price Returns- Sigma
                                                                                  
            UMCP                             267.0                      1.15                        23%
            NP15 Zonal                       271.7                      1.13                        26%
            SP15 Zonal                       284.3                      1.08                        24%
            NP15 Real Time                   169.6                      1.81                        51%
            SP15 Real Time                   183.8                      1.67                        62%
            COB                              307.0                      1.00                        15%
            PV                               178.5                      1.72                        13%


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3.3.4    Market Volatility

         The amount of noise measured in the model is also useful. The noise
         (sigma) is measured as the annualized volatility of price returns. This
         definition of volatility is used, for example, by market Participants
         to value options (puts and calls) on energy. While market Participants
         have expectations about what prices will be in the future, volatility
         provides an indication of how wrong that expectation is likely to be.
         The greater the volatility, the wider the distribution of prices around
         the mean, and the more valuable the option.

         Volatility is also used in portfolio analysis to estimate the risk in
         returns on an asset or an open (unhedged) position in the market place.
         The daily volatility of price returns is shown in Table 1. For hour
         ending 4 p.m., daily volatility ranges from 35% to 40% in the CalPX Day
         Ahead markets. For example, given a $50 per MWh expected price and 40%
         volatility, prices are expected to range for $30 to $70 per MWh, 68% of
         the time. The CAISO Real Time zonal prices are much more volatile even
         though, as shown in section 2, average prices between the CalPX and
         real time markets are about the same. Portfolio managers attempting to
         minimize their risk will prefer forward markets to real time prices
         given the relative measures of uncertainties.

         This type of analysis is useful in quantifying relative values and
         risks between different markets thereby establishing "interactions
         between related markets". While not quantified here, this type of
         analysis is also useful in valuing ancillary services such as a call on
         spinning or replacement reserves. Compliance intends to expand its
         analysis in these areas over the next year.

3.4      Analysis of the Uncoupling of Wholesale and Retail Price Elasticity in
         California Electricity Markets

3.4.1    Overview

         In the Second Report by the CalPX Market Monitoring Committee, the
         Committee noted the importance of increasing demand responsiveness as
         part of the remedy to Committee concerns expressed about the
         inelasticity of demand observed in CalPX markets. Current demand
         responsiveness programs have been unable to attract a large number of
         consumers. Most retail customers are unable to see a market price
         signal and respond. However, products are available in the wholesale
         market that energy service providers can use to hedge a margin between
         the revenues received from fixed price agreements with retail customers
         and the market price risk incurred as a result of purchasing energy to
         serve retail load.(34) The retail service provider can participate in
         the CalPX Block Forward Market; Day Ahead, Day-of, and CAISO Real-Time
         markets. The choice of which market to use and how much energy should
         be purchased is a function of expectations about price and price
         uncertainty (volatility) in each market. This choice among the four
         markets has created a structural elasticity where the service provider
         can purchase energy in a particular market or defer that choice to a
         subsequent market.

- -----------

(34)  These fixed prices were established as part of the legislated
      restructuring.

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         Compliance has analyzed CalPX Day-Ahead Market elasticity for the last
         two years and found greater elasticity than that found in retail
         elasticity studies. These findings are encouraging for several reasons:

         -        Increased wholesale market demand elasticity indicates a
                  market more responsive to price signals, which in turn is a
                  market less susceptible to manipulation or exertions of market
                  power.

         -        Evidence of a demand responsive market, coupled with evidence
                  that price moves, for the most part, on the basis of
                  fundamentals, reinforces the view that CalPX markets are
                  operating in a fashion similar to other commodities markets.

         -        Wholesale products are being created to help energy service
                  providers manage their price risks. These wholesale products
                  can also assist in the creation of new retail products that
                  may improve retail demand responsiveness, and hence retail
                  price elasticity, over time.

         -        These findings are helpful to Compliance's efforts to shift
                  from evaluating every price movement to focusing on exceptions
                  to well-defined norms of expected price behavior. This in turn
                  will help reduce the costs of ongoing market monitoring.


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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 90

4.0      CALPX COMPLIANCE ACTIVITIES


4.1      Introduction

         A market monitoring function is essential for institutions involved in
         operating electricity markets. The FERC emphasized the importance of
         market monitoring in approving the start of California markets in
         October 1997. Under FERC Order 2000, all RTOs are required to
         incorporate market monitoring in their designs.

         Under any circumstances, institutions should insist upon
         self-regulation of its markets. To do so requires effective market
         surveillance and compliance-related functions, which, in turn, require
         that market monitoring becomes systematic.

         This section describes CalPX market monitoring methods and practices
         followed by a discussion of the role of Compliance in policy-making.
         The section concludes with a proposal for creation of a Business
         Conduct Committee and proposed rules changes.

4.1.1    Being Methodical in the Early Phase of Market Operations

         Because the electricity markets are in their formative stages, market
         monitoring requires care, thoughtfulness, patience, and commitment to
         understanding trade behavior comprehensively before declaring rules
         violations or various forms of market manipulation.

         This is particularly important in California's market system because of
         the complexity of its structure and operations. For example, suppose a
         Generator allocates production between the Day-Ahead, Day-Of,
         Real-Time, and Ancillary Services markets. What is withholding and what
         is rational allocation? Because withholding is one of the paramount
         forms of market manipulation, getting this right is important. But
         proving that it is intentional manipulation - rather than rational
         allocation based on sound business and bid strategy - is no small task.

         Consider another example: Suppose a Participant has a scheduling
         problem and gets help from the CalPX, or the CAISO, which may involve
         getting other Participants to modify their adjustment bids. If ensuring
         reliability is at the heart of the solution, is this market
         coordination and collusion or is it ensuring system reliability?

         Another example to illustrate the point: If a Participant places an
         adjustment bid on a line with the deliberate intention of disciplining
         the behavior of others who compete to use that line, how is this
         treated? It could be a rules violation. It could be inappropriate
         bidding behavior, not understanding that disciplining competitors is
         not the job of other

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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 91

         Participants. It could be a form of coordination if the disciplined
         Participant moves off the line and does not try to use it anymore. Or,
         it could be just smart trading.

         These examples also illustrate that market monitors may differ in their
         actions, depending on when behavior:

         -        may be experimental;

         -        is associated with learning but not designed to damage the
                  market deliberately;

         -        is inappropriate;

         -        is a deliberate, intentional manipulation, and/or

         -        involves coordination that undermines fair market operations.

         Because a considerable element of judgment is required, Compliance
         staff need diverse backgrounds - engineering, economics, operations
         research, legal, financial, power marketing, and trade floor
         experience. A senior management with an understanding of
         self-regulating commodities exchanges and power marketing operations is
         also critical.

         The judgment factor in the market monitoring process also takes into
         consideration a diverse source of information outside typical data
         analysis, including direct discussions with Participants. Compliance
         also seeks to understand the market thoroughly - attending conferences,
         monitoring various electronic forums and publications, talking to
         people involved in the business, and communicating with market
         monitoring staffs in other institutions, i.e., the CAISO Department of
         Market Analysis.

4.2      Market Monitoring Methods and Practices

         Methods for effective surveillance of trade behavior in the electricity
         markets are in their earliest stages of development. Market monitoring
         functions in RTOs, ISOs, and PXs need distinctive tracking systems as
         well as judicial processes for investigating and prosecuting rules
         violations. Structure and processes for interaction with various
         governmental bodies and institutional governance need be tailored to
         the unique characteristics of each system.


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4.2.1    Organization and Responsibilities of the Compliance Unit

         Compliance is composed of three functional areas: market monitoring,
         economic analysis, and investigations.

                             [ORGANIZATIONAL CHART]

         In July 1999, Compliance consisted of the Market Monitoring Manager and
         two analysts, with a part-time consultant serving as acting Director.
         This level of staffing was inadequate. For example, Compliance received
         the first formal complaints from Participants in May 1999, asking for
         an investigation of a market event. The staff, involved in daily,
         weekly, and monthly reports, could not be spared because they were the
         primary means of keeping all CalPX market information flowing.
         Compliance retained outside counsel and a consultant to investigate.

         At the same time as the May incident, Compliance identified a need for
         statistical models to help distinguish normal and abnormal market
         behavior and decide if incidents merited investigation. Other models
         help understand the interactions between the various CalPX, CAISO, and
         bilateral markets. Without these models, significant trends indicating
         rules violations or market power could not be distinguished from smart
         trading. The same constraint, keeping the periodic reports flowing and
         the need for modeling specialists, also kept Compliance from moving
         forward on this important work

         Recruitment for additional staff began in August 1999. The staff now
         consists of the Vice President of Compliance, Audits and Regulatory
         Affairs, overseeing the Director of Economic Analysis, the Market
         Monitoring Manager, and the Acting Director of Investigations.

         Market Monitoring still consists of the manager and two analysts and is
         primarily responsible for identifying events that trigger further
         inquiry, then providing the analysis and information regarding those
         events to the Vice President, the CEO, and the Market Monitoring
         Committee.

         Economics Analysis consists of the Director and two analysts, an
         economist and a mathematician. It is primarily responsible for building
         the statistical and analytical systems. This team also provides special
         analyses requested by the CEO and other CalPX officers, as well as
         analytical support to the efforts of the MMC.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 93

         Currently, the position of Director of Investigations is filled on an
         acting basis because normal investigative workload will not be known
         until the transition phase is completed. The Acting Director of
         Investigations relies on both Economic Analysis and Market Monitoring
         staff for investigation support, as well as outside counsel.

4.2.1.1  Market Monitoring Group

         When the market first opened, the size of the Market Monitoring staff
         was only sufficient to provide periodic reports with minimal analytical
         content. Reports are now made on a daily, weekly, and quarterly basis
         and have high analytical as well as statistical content, providing
         insights into the workings of the markets.

         The Market Monitoring Group is responsible for the daily monitoring of
         trade behavior in all CalPX markets. During the first two years of
         operations, the Market Monitoring Manager focused on upgrading data
         systems to support the monitoring effort.

         Market Monitoring and the other Compliance groups work with huge
         databases, profoundly larger than databases in other markets. In
         addition to buy and sell or bid/ask structures, the electric power
         market data includes trades, schedules, congestion, settlements and
         others. These data interact because the markets interact. Accordingly,
         the market monitoring function analyzes data every hour of every day
         for every Participant:

         -        in the Day-Ahead Market;

         -        in the Day-Of Market (because the valid transaction hours are
                  not equal to all hours of the day), and

         -        in the huge related files for settlements information,
                  CAISO-related information, and smaller, but important,
                  databases for Block Forwards and PCQM.

         The data storage requirements have significantly exceeded expectations.
         The software systems already have been upgraded. Ensuring that the data
         is error-free is a time-consuming, ongoing challenge. Issues of
         security and quick recovery of data from crashes have been important
         challenges as well.

         Sifting through trade and related data on a daily basis is further
         complicated when modeling-related work is incorporated. The CalPX now
         uses the data loads for the first two years of market operations daily.
         Compliance plans to keep three years of data active before archiving
         any material. The online live-time series may need to be extended
         further, depending on what occurs in the third year of operations.

         Significant progress has been made on improving the data warehouse and
         associated data marts. With the core data challenges largely under
         control, the task of monitoring is being made more efficient through
         the automation of certain daily monitoring routines. The use of
         statistical techniques to trigger alarms when critical variables fall
         outside defined statistical norms is key to increasing monitoring
         productivity.

         As such, more sophisticated approaches to monitoring are also being
         developed for use by Market Monitoring. For example, many Participants
         use Mean Reversion and Option Valuation models to make decisions about
         market participation. Compliance is now


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 94

         developing similar models to develop a deeper understanding of
         Participant behavior. Models seeking to better understand interactions
         between markets are also being constructed. Most importantly, staff is
         developing sophisticated statistical approaches to observe, and note
         for possible inquiry, trends normally hidden in raw data.

4.2.1.2  Economic Analysis Group

         The Economic Analysis Group is the primary lead on developing these
         market models to help Market Monitoring sort explainable events from
         events that indicate various forms of market manipulation or rules
         violations.

         Recently, Economic Analysis completed the first phase of a study
         evaluating factors that explain price movements in the marketplace;
         whether price movements can be explained by fundamentals, and, in turn,
         whether price movements are influenced by undesirable design flaws,
         market manipulations, or exertions of market power. Section 3 of this
         report discusses these results.

         Economic Analysis also is developing statistical process control
         modeling that provides Compliance with enhanced tools for identifying
         variances from normal trade behavior. The general parametrics being
         used are based on bandwidths of deviations from the actual price
         movement in the market.(35) For specifically sensitive variables,
         tighter parameters are applied.

         The above techniques do not exhaust the tools available to Compliance.
         Generally, Compliance does not discuss the tools it uses, except in
         general terms, to avoid contributing to what Compliance staff refers to
         as the Iron Law of Manipulation. That is, once one knows how the game
         is played, then the game can be manipulated for the benefit of one's
         own self interest, no matter how often the rules of the game get
         changed.

         Economic Analysis is also developing models that help Compliance
         understand market interactions and how these interactions may influence
         buyer and seller decision-making. A richer understanding of how markets
         interact helps in the complicated process of sorting rational bidding
         and smart trading strategies from irrational or thoughtless behavior
         and from deliberately manipulative behavior.

4.2.1.3  Investigations and Inquiries

         Market monitoring is a key part of ensuring that CalPX markets operate
         fairly. While some monitoring involves studies that may lead to MMC
         market power mitigation, most of the effort involves ensuring that
         Participants adhere to existing rules and that new rules are developed
         for dealing with problems of abuses that are not problems of market
         power. The principal process through which the concerns are addressed
         is through the conduct of inquiries and investigations.

         The Director of Investigations, utilizing the work of the Marketing
         Monitoring and Economic Analysis groups, conducts investigations and
         inquiries. The position is now filled on an acting basis until
         Compliance determines whether a permanent position is warranted once
         the transition period is terminated.

- ----------

(35)   These bandwidths are confidential.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 95

         Compliance performs many inquiries and far fewer investigations.
         Inquiries are internal studies by Compliance to determine if a formal
         investigation is warranted. Investigations are activated either by the
         filing of a written complaint by a CalPX Participant or by Compliance
         acting on its own. Compliance responds officially only to written
         complaints that provide specific information as to the nature of the
         suspected violation or event that the Participant desires Compliance to
         investigate.

         Compliance will respond to a formal written complaint in one of three
         ways:

         -        Undertake a detailed investigation.

         -        Group the inquiry with other similar inquiries.

         -        Find the complaints warrant no action on Compliance's part.

         Participants sometimes call Compliance informally, asking about certain
         market events. Compliance responds to these calls with available
         non-confidential information. However, Compliance has no obligation to
         pursue the matter further. Any pattern in the types of calls that may
         warrant further inquiry is noted. Staff also initiates an inquiry when
         the CalPX notes exceptional behavior. If the initial inquiry finds
         nothing suspicious, the matter is closed.

         For inquiries that arouse suspicion of rule or market power violations,
         a brief description of the findings is provided to the CEO and the MMC.
         A decision is then made on making further inquiries that might lead to
         a formal investigation.

         Sending a letter to the Participant suspected of breaking CalPX market
         rules formally opens an investigation.(36) In that letter, Compliance
         describes what is being investigated and the CalPX rules that may have
         been violated. Compliance then asks to interview the Participant on the
         record.

         After analyzing the results of the interview, as well as evidence
         gathered from recorded telephone conversations and other sources,
         Compliance recommends to the CEO whether a hearing should be held and
         informs the MMC. If the CEO decides to proceed to a hearing, Compliance
         sets a hearing date. Compliance will prepare a brief for the CEO four
         weeks before the hearing with a copy sent to the Participant. The
         Participant will then have two weeks to submit a rebuttal brief with a
         copy sent to Compliance. Two weeks after that date, a hearing will be
         held.(37)

         At the hearing, Compliance and the Participant each have up to one hour
         to make a verbal presentation to the CEO. A member of the Market
         Monitoring Committee will act as advisor to the CEO throughout the
         hearing. The CEO, the Participant, and Compliance all may choose to
         have counsel present at the hearing. After the hearing is completed the
         CEO will determine whether a violation of the rules has been proven and
         will then take appropriate action as authorized under Schedule 5, of
         the Tariff Section 2.3.2.

- ----------

(36)  Violations of CalPX Operating Manual Rules, Tariff, Protocols and
      Participation Agreements are collectively referred to as market rules.

(37)  Based on advice of Compliance Legal Counsel, Compliance assumes that all
      information presented in a brief to the CEO and the Participant is
      discoverable.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 96

         At any point in the investigation process, the CalPX and the
         Participant may negotiate a settlement. In other commodities exchanges,
         more than 90% of investigations are settled before coming to a formal
         hearing.

         These procedures were developed in the course of several inquiries and
         one investigation in the second year and comply with the authority now
         granted under the current Tariff and Rules.

4.3      The Role of Compliance in Policy-Making

         In the first two years of market operations, Compliance worked to
         define its proper role in the CalPX. Compliance was asked periodically
         to become involved in public and institutional policy matters, such as:

         -        Compliance's view on a particular Participant's asset
                  disposition plans.

         -        Recommendations for the bandwidths on the Post Close Quantity
                  Match.

         -        Championing rules changes.

         From the start of the market monitoring effort, Compliance took the
         position that it should not be involved in policy-making except as an
         advisor concerning questions that should be addressed as policies are
         formulated. Such questions draw Compliance into policy-making arenas
         that, if Compliance were to respond, would compromise its objectivity
         as an independent evaluator and monitor of market activities.

         To ensure its objective position, Compliance emphasized the importance
         of obtaining formal approvals for its activities from the CEO and, as
         appropriate, the MMC. Associated with this commitment to objectivity is
         Compliance's current effort to refine and formalize the disciplinary
         procedures to be followed as it investigates allegations of misconduct.

         In an uncertain and rapidly changing environment, market monitors must
         be clear and deliberate about roles and responsibilities. The
         importance of careful and deliberate design and implementation of
         market monitoring disciplinary systems cannot be over-emphasized given
         the extraordinary diverse institutional and market designs in operation
         in the United States. With market monitoring a required element of
         responses to FERC's RTO initiative due this fall, careful thinking now
         is even more critical.

4.4      Establishment of Institutional Disciplinary Infrastructure

         To ensure due process for CalPX participants, Compliance is proposing
         the creation of a Business Conduct Committee (BCC) and a disciplinary
         process. This section outlines the reasons for this proposal and the
         relationship that would exist under the new disciplinary process
         between the proposed BCC, the current Market Monitoring Committee
         (MMC), and Compliance.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 97


4.4.1    The Problem

         Under current CalPX market rules governing Market Monitoring, the CalPX
         CEO now sits in judgment on any disciplinary case brought forward by
         Compliance. The MMC as a group, or the Chair of the MMC alone, may
         advise the CEO. This system places the CEO in an untenable position.
         First, he must balance his role as the leader of the institution and
         his role as judge in an investigation proceeding. Second, he is
         vulnerable to accusations of partiality.

         Under existing procedures, a respondent does not break any rules by
         lobbying the CEO, as well as other officers of the CalPX, to counteract
         or nullify the efforts of Compliance. If the CEO listens, he becomes
         compromised as a judge of the case. If the CEO does not listen, he
         becomes vulnerable to accusations by the respondent of being biased.

         The issue of due process for the respondent also arises. The ultimate
         manager of the Compliance function is currently the CEO, who sits in
         judgment. Under these circumstances, respondents could rightly feel it
         would be difficult to get a fair hearing.

4.4.2    Proposed Solution

         The CalPX is in the process of proposing the establishment of a BCC to
         solve the above problems.

         If the proposals are ultimately approved, the BCC will be composed of
         seven to nine members nominated by the CEO for their industry
         experience and respect among peers. The nominations will be submitted
         to the Board for approval. BCC members will be required to sign strict
         confidentiality agreements. The Chair of the Governing Board selects
         the Chair of the BCC. The Chair of the BCC may select one, several, or
         all of the BCC members as a hearing panel to hear the case from
         Compliance and the rebuttal by the respondent. The nature and size of
         the case will determine who and how many BCC members are selected. This
         BCC group will then determine whether Compliance has made its case,
         whether a penalty should be assessed, and the nature of the penalty.

         As a new committee, the BCC's relationship to the existing market
         monitoring system needs to be considered carefully, particularly its
         relationship to the MMC and Compliance.

4.4.3    Roles of the MMC and Compliance with regard to the BCC

         In keeping with Compliance's emphasis on behavior and rules, Compliance
         is proposing to create a second track for the adjudication of rules
         violations, while leaving intact the existing approach that is
         primarily focused on issues of market power and market design.

         The proposed new track, focused on rules violations, will be the
         responsibility of the BCC. The MMC will deal with issues of market
         power as they relate to changes of rules or market design. Another way
         of characterizing the difference in roles is that the BCC will be
         dealing primarily with judicial issues and application of sanctions and
         penalties, if approved, with Compliance acting as the prosecutor. The
         MMC will be kept informed of BCC actions. The MMC will continue to
         focus primarily on policy issues related to market power and market
         structure, making referrals to other authorities for penalties with
         Compliance providing supporting analysis.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 98

         Nothing precludes the same incident from being the focus of proceedings
         on both paths simultaneously.

         At any point in the process, the MMC or the CalPX Board can refer
         anti-trust violations or violations of other pertinent federal or state
         law to the relevant authorities.

4.5      Rules Changes

         As a result of the second year's experience, Compliance recommended
         rules changes to CalPX management to address problems identified
         through inquiries and investigations. These changes involve both
         procedural rules, as well as market operating rules that would require
         changes at the CAISO as well as the CalPX. CalPX management is
         currently reviewing these recommendations. They will come before the
         FERC after a thorough public process.

         One major problem is that existing rules are vague, at best, in
         describing the procedures to be followed in rulemaking. For example,
         neither the Tariff nor the By-laws address how a new Tariff section is
         to be adopted or an existing section is to be amended.

         One serious omission is that a Participant does not have the right to
         request that the CalPX undertake a rulemaking. Involvement of all
         interested parties is important to the success of any rulemaking. As
         currently worded, the rules do not explain what consulting with
         Participants means. By-law Section 4.4 authorizes the Board to
         designate a Technical Advisory Committee to advise the Board "on
         additions and revisions to its rules and protocols, tariffs,
         reliability and operating standards and other technical matters."

         One approach would be to create a parallel committee of Participants to
         advise the CEO on additions and revisions to rules. In addition,
         non-exchange working groups, such as the Western Power Trading Forum
         (WPTF), have been useful in focusing industry attention on certain
         aspects of the rules, but they lack a formal mechanism for bringing
         their recommendations to the exchange. This oversight should be
         remedied in any revision of the rules.

         Compliance recommends the early establishment of a rulemaking procedure
         as outlined below. After a thorough review by both the CalPX management
         and Participants, Compliance anticipates submitting a detailed
         recommendation to the FERC.

4.5.1    Compliance's Recommendation

         Compliance recommends creating a permanent Advisory Committee on Rules
         (ACR) with responsibility for developing, at the request of the CEO,
         recommendations for changes and additions to the Tariff and Protocols.

         The ACR should:

         -        consist of representatives from seven Participants selected by
                  the CEO;

         -        be chaired by a Participant selected by the CEO;

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 99

         -        be staffed by Compliance, which will undertake empirical
                  research where needed and prepare related documents at the
                  direction of the RC, and

         -        recommend rule changes to the CEO.

         At the CEO's discretion, the recommended rules changes will be
         submitted to the Board for its approval. Upon Board approval, the CalPX
         will file the rule changes with the FERC. The submission will contain
         material dissenting comments, if any, from Participants or Board
         members;

         As a first order of business, the new ACR should recommend the
         establishment of a process for making rule changes and modify the
         Tariff and relevant Protocol sections to reflect the addition of the
         ACR.

4.5.2    Current Rules Changes Being Contemplated

         As a result of investigations undertaken in the second year of
         operations, Compliance will be recommending rules changes to the CalPX
         Board of Governors. If approved, the proposed changes will undergo a
         formal public process for review and comment before submitting the
         changes to the FERC. Basically, the rule change itself is
         self-explanatory for the behavior that Compliance wishes to see stopped
         and for which it feels current rules are inadequate.(38)

         1.       No Participant shall submit a schedule that exceeds the rated
                  capacity of a transmission line without a reasonable
                  expectation [based on historical data] of a counterflow equal
                  to the difference between the rated capacity of the line and
                  the amount scheduled for delivery on that line.

         2.       Scheduling on a zero-rated line shall constitute a per se
                  violation of (1) above.

         3.       No Participant shall submit adjustment bids that exceed the
                  rated capacity of a transmission line without a reasonable
                  expectation [based on historical data] of a counterflow equal
                  to the difference between the rated capacity of the line and
                  the amount of the adjustment bids.

         4.       No Participant shall submit adjustment bids on a zero-rated
                  line.

         5.       No Participant shall act with the primary purpose of
                  deliberately creating congestion for purposes of benefiting
                  individual self-interest.

         6.       No Participant shall supply information to the CalPX, whether
                  as a part of a required report, at the request of the CalPX or
                  on its own initiative, which the Participant knew or should
                  have known was false.

         7.       No Participant shall impede or delay a CalPX investigation.

         In addition to the above rules, once a formal investigative procedure
         is established that guarantees Participants' rights to due process and
         protects the CalPX's need to conduct

- -----------

(38)  Details of how these recommended rules changes arose from investigations
      and inquiries are omitted to protect the confidentiality of CalPX
      Participants.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 100

         efficient and orderly investigations, Compliance will recommend that
         sanctions and penalties be established for failure to comply to rules.
         All commodities markets in the world have experience with participants
         attempting to circumvent exchange rules. No commodities exchange has
         managed to halt effectively the attempts of miscreant participants to
         circumvent exchange rules without having the power to impose penalties
         for violations. As the CalPX markets grow and evolve, it will be no
         different.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 101


                                   APPENDIX A



                                 HOW PCQM WORKS:

         The place where these bandwidths, which were taken above and below the
         MCP, intersected a Participant's bid curve would determine the quantity
         that that particular Participant was able to bid into the PCQM. The
         following example illustrates this for a supplier.



                                    EXAMPLE 1

                             HOW THE BANDWIDTH WORKS

ASSUMPTIONS:
- ------------

SUPPLY BIDS:                                              0MWh @ $0
                                                    Quantity @ $25 = 25MWh
                                                         25MWh @ $25
                                                         50MWh @ $50

MCP =    $25/MWh                       Market=  Day-Ahead

Hour =   16                            Bandwidth =   15%


Calculations:
- -------------

MCP + 15% = $28.75

Quantity at $28.75 = 28.75MWh

Eligible PCQM Bid = 3.75MWh

Figure 1 shows Example 1 graphically.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                   PAGE 102

                             FIGURE 1 OF APPENDIX A
                               GRAPH OF EXAMPLE 1

                                    [GRAPH]

                                Quantity (MWh)

For a buyer, the bandwidth would be calculated below the MCP.

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
          CALIFORNIA POWER EXCHANGE CORPORATION MARKET COMPLIANCE UNIT
                       COMBINED 1ST DRAFT - JUNE 15, 2000

ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 103


                                   APPENDIX B


                                  STILL PENDING

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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 104


                                   APPENDIX C


         Dynamic stochastic models of prices are used for both market analysis
         and asset pricing in the financial and energy markets. The models used
         in the energy markets and especially in the power market often contain
         mean-reversion terms, i.e., the dynamic models possess features that do
         not allow prices to grow unchecked, but instead tend to move prices
         over time to some normal level. The current work has applied two models
         to power prices: The first is a mean-reverting model with one
         stochastic element. The parameters in the model provide two measures.
         The first is an estimate of how long it takes for prices to return to
         normal levels once they have moved away. This provides a measure of how
         long price departures are sustained from what would be considered
         normal levels. The second parameter provides a measure of the
         volatility, or level of variability, present in the market. The second
         model considered contains a mean-reversion term, but it also provides a
         term that models the jumps that occur in power prices. One of the
         characteristics of power prices is that prices periodically spike to
         abnormal levels. This model also captures a measure of time departure
         from normal levels and a measure of volatility as in the first model.
         In addition, it separates the volatility into two terms, one that
         represents the normal variation of the power prices, and a term that is
         the volatility present during price jumps. The model also measures a
         parameter representing the probability of a price event. The models
         were applied to data from the California Power exchange (CalPX),
         Real-Time, and bilateral markets. The time period of the data is over
         the first two years of the existence of the CalPX, from 4/1/98 through
         3/31/00. To compare similar products to the California-Oregon-Border
         (COB) and Palo Verde (PV) markets, CalPX and Real-Time hourly prices
         were averaged over the 6 x 16 on-peak hours in the time period to
         produce what would be an on-peak price. Specifically, for each on-peak
         day in the period, 16 hourly prices were averaged to produce a single
         value in each of the UMCP, NP15 Zonal, and SP15 Zonal price series in
         the CalPX, and the NP15 and SP125 CAISO Real-Time price series. The COB
         and PV prices are based upon the Dow Jones published day-ahead prices
         for on-peak power. Table 1 contains the results from the mean reversion
         model with one source of stochastic variation. The first column
         represents an estimate of the percent of the deviation from normal
         levels that is recovered in 1 day. The second column estimates how many
         days are required to recover 75% of a deviation from the normal level,
         assuming new information has not impacted prices. The third column is
         the estimate of volatility over one day, and the fourth is the average
         price.




                           1 Day Movement       # of Days         Daily Volatility       Average Price
                                                                             
         UMCP                   58%                1.59                 23%                  32.61
      NP15 Zonal                59%                1.57                 26%                  33.60
      SP15 Zonal                60%                1.50                 24%                  32.06
    NP15 Real Time              42%                2.51                 51%                  34.22
    SP15 Real Time              45%                2.32                 62%                  31.94
          COB                   63%                1.39                 15%                  30.50
          PV                    44%                2.38                 13%                  31.35


                                     Table 1

         Departures from average conditions are not sustained for very long in
         the CalPX and bilateral markets, a little longer in the Real-Time
         market.


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 105

         Table 2 contains the results for the mean-reversion model that also
         models the price spikes. The first column contains an estimate of the
         percent of the deviation from normal levels that is recovered in 1 day.
         Column 2 contains a measure of normal variation, column 3 contains a
         measure of variation if a price spike occurs, and column 4 contains the
         probability of a price spike for a given day.




                        1 Day Movement           Daily Volatility     Jump Volatility       Prob. of Jump
                                                                                
UMCP                            55%                       7%                   35%                 .374
NP15 Zonal                      56%                       9%                   45%                 .299
SP15 Zonal                      58%                       8%                   36%                 .400
NP15 Real Time                  37%                      26%                  125%                 .123
SP15 Real Time                  37%                      28%                  181%                 .097
COB                             63%                       6%                   20%                 .423
PV                              42%                       4%                   17%                 .438


                                     Table 2

         The parameter measuring the speed at which prices return to normal
         levels has not changed significantly over the results from the first
         model. The significant increase in volatility in column 3 over column 2
         indicates that much of the volatility measured in prices is due to the
         spikes. Column 4 measures a much lower probability of a price spike in
         the Real-Time market over the other markets. One possible explanation
         is that the Real-Time prices tend to have a much greater spread, which
         makes it easier to distinguish between normal prices and event prices.
         In contrast, the other markets have prices that do not vary as much,
         thus it is not as easy to differentiate between normal prices and jump
         prices.



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ELECTRICITY MARKETS OF THE CALIFORNIA POWER EXCHANGE                    PAGE 106

                                   APPENDIX D


         Correlation between assets plays an important role in portfolio theory
         and risk management. Markowitz portfolio theory uses correlation to
         determine how to allocate capital between different investments to
         minimize risk, where risk is measured as the standard deviation of
         returns. Value-At-Risk (VAR) is widely used in the market place as a
         risk measurement tool. VAR is a summary measure of the variability of a
         portfolio's value over a given time interval, and relies on correlation
         in its computation.

         Given two random variables X and Y, the correlation between X and Y,
         usually denoted by the symbol (Rho), measures how the two variables
         move relative to each other. Specifically, how linear is the
         relationship between X and Y. It's well known that the value of (Rho)
         will be greater than or equal to - 1 and less than or equal to +1. If
         (Rho) = 1, X and Y are said to be perfectly correlated. This means that
         as X and Y change, their changes are in the same direction and always
         in the same proportion. This has a simple graphical interpretation. If
         X and Y are graphed as ordered pairs, then the points would fall along
         a line with a positive slope, as shown in Figure 1. Perfect negative
         correlation occurs if (Rho) = -1 and means X and Y change
         proportionally in opposite directions. In this case, the pairs (X,Y)
         lie along a line of negative slope. As seen in Figure 1, the linear
         relationship begins to breakdown for a smaller (Rho), such as .7 As the
         correlation approaches zero, the appearance of the plot becomes a
         random scatter of points.

                                  CORRELATION

                                [SCATTER CHART]

                                    Figure 1


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         Two characteristics of the California power market that can lower
         correlation between the different products are asynchronous timing and
         asymmetric information. For example, the Dow Jones COB and PV prices
         for on-peak Day-Ahead power are an average of bilateral deals made
         before the submission of bids to the CalPX. In the interim, those
         entities bidding into the CalPX may have received new information
         concerning unit availability and anticipated loads which may affect
         their bids. The zonal prices diverge further by incorporating
         transmission constraints, and finally the Real-Time market resolves the
         final information set into prices. The correlation structure observed
         in the market is consistent with this.

         As a highly simplified example of how correlation plays a role in
         portfolio analysis for the power industry, consider a power marketer
         with a forward position that must be sold into the Day-Ahead or the
         Real-Time NP15 market. The power marketer assumes the averages and
         standard deviations of prices ($/MWH) are as given in Table 1:




                                            Zonal NP15      Real-Time NP15
                                                      
                    Average                       32.62               33.11
                    Standard Deviation            22.28               32.63



                                     Table 1

         If the marketer sells all of the position into the Real-Time market,
         the expected revenue is $33.11 per MWH, but the risk of actually
         receiving this amount is great due to the size of the standard
         deviation relative to the average. More specifically, for most
         distributions a significant probability exists that a random event will
         be less than one standard deviation below the mean. For the NP15
         Real-Time price above, this means that a price below 33.11 - 32.63 = 38
         cents should not be uncommon. In fact, Real-Time prices in NP15 have
         been a dollar or less about 5% of the time, with a low of negative
         $249, while the zonal prices have been less than a dollar only about 1%
         of the time, with a low of $0.

         Alternately, the marketer could reduce risk substantially by selling
         into the Day-Ahead market, with a slight reduction in expected revenue.
         The question is can the risk be reduced further without a corresponding
         reduction in revenue? The answer is yes, if the objective is to
         minimize the standard deviation of the revenue.

         Consider the alternative of selling a portion of the power in each
         market. Let w[1] and w[2] be the proportions of the power sold in the
         Day-Ahead and Real-Time market, respectively. The total revenue per MWh
         is then the sum of the revenues in each market multiplied by their
         respective allocations:

         Revenue = w[1] x 32.62 + w[2] x 33.11,

         with w[1] + w[2] = 1. The standard deviation for the portion sold in
         the Day-Ahead market is just w[1] x 22.68, and similarly for the
         Real-Time portion, but the standard deviation of the combined portfolio
         includes an extra term that depends on the correlation between the two
         markets. It is this correlation term that allows the marketer to
         decrease the risk even


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         further. Assuming a correlation of .456, if the marketer chooses w[1]
         to minimize the standard deviation of the portfolio revenue, he finds
         that w[1] = .816 and w[2] = .184.

         Table 2 summarizes the three different possible power sale strategies:
         selling all in the Real-Time market (w[1] = 0), selling all in the
         Day-Ahead market (w[1] = 1), and selling at the risk minimizing
         allocations (w[1] = .816).



                                            Real-Time Only         Day-Ahead Only                 Portfolio
                                                                                         
Expected Revenue $ per MWH                          33.11                   32.62                   32.71
Standard Deviation                                  32.63                   22.28                   21.58


                                    Table 2


         The risk using the portfolio strategy is not only smaller than the risk
         assumed by selling all power into the Day-Ahead market, but the
         expected revenue is greater. The increased expected return is due to
         the portion of the portfolio sold into the Real-Time market, which has
         higher expected revenue. The reduction in risk is due to a
         diversification effect that occurs when a portfolio contains assets
         that are not perfectly correlated. Diversification is the practice of
         spreading investments across assets that are not perfectly correlated,
         so if one investment loses value, this may be offset by a gain in
         another asset, weakly correlated with the first. Generally the lower
         the correlation between the assets, the greater the reduction in risk.

         A power producer's allocation of resources is much more complicated
         problem than in this simple example, but it illustrates how risk
         reduction through diversification of assets may still be achieved.

         Value-At-Risk has become an important risk management tool for many
         industries. The banking industry was one of the first industries to
         recognize VAR as a valuable tool for risk management and is endorsed by
         the Bank for International Settlements. As VAR became well know,
         particularly through such methodologies such as J.P. Morgan's
         RiskMetrics(TM), many energy companies have subsequently followed
         suit. VAR is used as a tool to measure how much exposure to dollar loss
         a firm has through the variation of its portfolio value over a
         specified time period such as a day or a week. A statistical
         distribution of values that the change in a portfolio can have over
         this time period is posited, then a percentile level such as 5% is
         chosen as the measurement point of VAR. The interpretation of a weekly
         VAR of $3 million would mean that the company expects that weekly
         losses greater than $3 million should only occur in 5% of the weeks.

         The simplest implementation of VAR assumes that returns on a portfolio
         are normally distributed with mean zero. Because the distribution is
         symmetric, a 5% VAR level is equivalent to the left value of a 95%
         confidence interval of portfolio gains/losses. If (Delta) is the weekly
         volatility of returns on a portfolio, a 5% percentile level is
         equivalent to approximately -1.96 standard deviations thus the weekly
         VAR would be -1.96*(Delta)*P where P is the mark-to-market value of the
         portfolio. Because VAR is quoted as a potential loss, the negative is
         ignored. For a mark-to-market portfolio value of $50 million and a
         weekly (Delta) = .06, the weekly VAR would be 1.96*.06*$50 million, or
         $5.88 million.


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         Correlation plays an important role in calculating VAR, not utilizing
         it can result in over estimating VAR which limits a portfolio manager's
         activity while operating under a VAR ceiling. For example, suppose a
         portfolio in the power market consists of a long forward position at
         COB with a weekly VAR value of $1 million and a long forward position
         at PV with a weekly VAR value of $.6 million, calculated individually.
         Addition of these values to obtain a portfolio VAR value of $1.6
         million would ignore correlation and result in a higher VAR. It would
         also be inconsistent with the definition of risk as a standard
         deviation. If the correlation between COB and PV is (Rho) = .7, the
         appropriate VAR would be



[FORMULA] million,

=$ 1.48 million. If the PV position were a short position, its VAR would still
be $.6 million, but now the correlation is negative .7, thus the portfolio VAR
is

[FORMULA OMITTED]million,

= $.72 million. Clearly, correlation plays an important role in Value-At-Risk,


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        SECOND ANNUAL REPORT TO THE FEDERAL ENERGY REGULATORY COMMISSION
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