United States Of America
Before The
Federal Energy Regulatory Commission

California Independent System Operator	)		Docket No. ER98-211-000
	Corporation				)			
California Power Exchange Corporation	)		Docket No. ER98-210-000
						)		(Consolidated)
						)	
Southern California Edison Company	)		Docket No. ER98-462-000
Pacific Gas and Electric Company		)		Docket No. ER98-556-000
						)		Docket No. ER98-557-000
						)
Southern California Edison Company	)		Docket No. ER98-441-000
Pacific Gas and Electric Company		)		Docket No. ER98-495-000
San Diego Gas & Electric Company		)		Docket No. ER98-496-000
						)
Pacific Gas and Electric Company		)		Docket No. ER97-2358-000
Southern California Edison Company	)		Docket No. ER97-2355-000
San Diego Gas & Electric Company		)		Docket No. ER97-2364-000
						)		Docket No. ER97-4235-000
						)		Docket No. ER98-497-000
	
PROTECTIVE ORDER
This order (the "Protective Order") shall govern the discovery and utilization of "Protected Materials," as that term is defined herein, in these proceedings.  Protected Materials will be made available under the terms of this Protective Order only to participants to these proceedings ("Participant" or, collectively, "Participants") through their chosen representatives ("Reviewing Representatives") as that term is defined and limited in this Protective Order.
1.	This Protective Order does not constitute a decision on the merits concerning the confidentiality or proprietary nature of any of the Protected Materials or information derived therefrom.  This Protective Order does not change any burden of proof under applicable law in determining whether any of the Protected Materials or information derived therefrom are entitled to be so protected.  The burden of proving that such materials should be kept protected shall rest on the providing Participant (the "Disclosing Participant").
2.	This Protective Order shall govern all Protected Materials, produced by or on behalf of any Participant, including the Federal Energy Regulatory Commission's (“FERC”) Staff.  Protected Materials shall include all documents, portions of documents and/or information that the Disclosing Participant has determined in good faith to be commercially sensitive or proprietary and in need of protection from public disclosure to avoid commercial or other injury to the Disclosing Participant.  Protected Materials shall also include additional copies of, and notes and information derived from, Protected Materials. Protected Materials also shall include any other materials that are made subject to this Protective Order by the Presiding Judge, FERC, any court or any other body having appropriate authority, or by agreement of the Participants.
3.	Protected Materials shall not include any information or document contained in the public files of FERC or any other federal or state agency or court except for such information or document filed under seal or pursuant to 18 C.F.R. ß 388.112.  Protected Materials also shall not include documents or information which prior to, at, or subsequent to, disclosure in these proceedings, was, is, or becomes public knowledge; provided, however, that an inadvertent production of material shall not necessarily constitute a waiver of any protected status under this Protective Order. 
4.	All Protected Materials produced in accordance with this Protective Order shall be made available solely for the purpose of proceedings before the FERC in Docket Nos. ER98-210-000, ER98-211-000, ER98-462-000, ER98-556-000. ER98-557-000, ER98-441-000, ER98-495-000, ER98-496-000, ER97-2358-000, ER97-2355-000, ER97-2364-000, ER97-4235-000, and ER98-497-000, (including settlement negotiations relating thereto), and any other FERC proceedings relating to those Docket Nos. and/or proceedings on appeal from such FERC proceedings.  Protected Materials obtained pursuant to this Protective Order shall not be used for any other purpose, including, without limitation, claims, actions, proceedings or negotiations other than those described in the preceding sentence. 
5.	Any Disclosing Participant may designate as Protected Materials those documents or information or portions thereof produced by it which it believes in good faith contain confidential or proprietary information as described in Paragraphs 2 and 3 above.  Designation is accomplished by physically marking the documents or other materials or portions thereof with the words "Protected Materials, [Name of Disclosing Participant]." In addition, the Disclosing Participant shall physically mark those Protected Materials that the Disclosing Participant believes in good faith contains market sensitive information with the words “Not Available to Competitive Duty Personnel.”  The Disclosing Participant shall physically mark all other Protected Materials with the words “Available to All Reviewing Representatives”.  To the extent that Protected Materials to be produced by any Disclosing Participant shall be voluminous, the Disclosing Participant shall reserve the right to make such Protected Materials available to Receiving Participants, as that term is defined herein, for inspection at the offices of the Disclosing Participant's Washington, D.C. counsel, as well as other locations as agreed to by Participants, by appointment, during normal business hours.
6.	Receiving Participants shall be all Participants to the captioned proceedings, (including the FERC Staff) whose proposed Reviewing Representative(s) have executed the Certificate of Compliance attached as Appendix A hereto and who have not been objected to by the Disclosing Participant pursuant to the procedure described below. 
7.	A "Reviewing Representative" of a Receiving Participant shall include the Receiving Participant's counsel of record in these proceedings and associated attorneys, paralegals, economists, statisticians, accountants, consultants, or any other persons employed or retained by a Receiving Participant or an employee of an Affiliate of a Receiving Participant and directly engaged in these proceedings, and any member of FERC Staff. Affiliate shall be defined as provided in Section 37.3 of the Commissions Regulations, 18 C.F.R. ß 37.3 (1997).
8.	Solely with respect to Protected Materials that the Disclosing Participant has marked “Not Available to Competitive Duty Personnel” (and information derived therefrom), a Reviewing Representative may not include any person whose duties include (i) the marketing or sale of electric power at wholesale or retail, (ii) the purchase or sale of electric power at wholesale or retail, (iii) the direct supervision of any employee with such responsibilities, or (iv) the provision of electricity marketing consulting services to any employee with such responsibilities (collectively, ìCompetitive Duties”).  If any person who has been a Reviewing Representative subsequently is assigned to perform any Competitive Duties, such person shall have no further access to materials marked “Not Available to Competitive Duty Personnel” (and information derived therefrom) and shall dispose of such Materials in accordance with the provisions of Paragraph 25, and shall continue to comply with the requirements set forth in the Certificate of Compliance and this Protective Order with respect to any Protected Materials to which such person previously had access.  Notwithstanding the foregoing, a Receiving Participant may seek a Disclosing Participant’s consent to designation of a person engaging in Competitive Duties as a Reviewing Representative if access is necessary for the Receiving Participant to participate effectively in the proceedings and such consent shall not be unreasonably withheld.  Should such consent be withheld, a Receiving Participant may seek relief from the Presiding Judge as provided in Paragraph 10.  
9.	A Reviewing Representative of a Receiving Participant shall not be permitted to inspect, participate in discussions regarding, or otherwise be permitted access to Protected Materials pursuant to this Protective Order unless and until such individual has executed, and there has been delivered to counsel for the Disclosing Participant, a Certificate of Compliance attesting that the Reviewing Representative has read and expressly agrees to be bound by the provisions of the Protective Order, and the five business day period established in Paragraph 10 has expired without receipt of an objection from the Disclosing Participant.  The Certificate of Compliance shall include the following statement:

I hereby certify my understanding that access to Protected Materials is provided to me pursuant to the terms and restrictions of the Protective Order in these proceedings.  I also certify that I have read that Protective Order and agree to be fully bound by it.  I understand that the contents of Protected Materials, as that term is defined in the Protective Order, and any notes, memoranda or any other form of information that copies or discloses Protected Materials, shall not be disclosed to anyone other than in accordance with the Protective Order and shall be used by me only in connection with the proceedings in Docket Nos. ER98-210-000 and ER98-211‑000, ER98-462-000, ER98-556-000. ER98-557-000, ER98-441-000, ER98-495-000, ER98-496-000, ER97-2358-000, ER97-2355-000, ER97-2364-000, ER97-4235-000, and ER98-497-000 in which I am a representative of a participant, and such other proceedings as are permitted in the Protective Order.  I acknowledge that any violation of my obligations under the Protective Order or this Certificate of Compliance shall constitute a violation of an order of a Presiding Administrative Law Judge of the Federal Energy Regulatory Commission.  I hereby certify that I perform no Competitive Duties.  [Alternatively, if agreement is given by the Disclosing Participant, summarize any conditions of the agreement.] 
Each Certificate of Compliance shall identify the proposed Reviewing Representative, the individualís firm or affiliation, title or position, the Receiving Participant represented and the date of execution.
10.	A proposed individual shall become a Reviewing Representative with respect to protected materials provided by a Disclosing Participant only after the Certificate of Compliance has been executed and delivered to counsel for the Disclosing Participant from whom the documents are requested and that Disclosing Participant either has confirmed the proposed Reviewing Representativeís status or has allowed five (5) business days to pass after receipt of the Certificate of Compliance without objecting to that individual as a Reviewing Representative.  In the case of FERC Staff, a proposed individual shall become a Reviewing Representative upon delivery of the Certificate of Compliance to the Disclosing Participant.  Disclosing Participants shall not unreasonably delay responding to requests for expedited confirmation. In recognition of the economies achieved by using a single protective order for multiple proceedings in which parties are not identical, Disclosing Participants shall have the right to object to a proposed individual becoming a Reviewing Representative with respect to specific information on grounds that such individualís Receiving Participant has no interest in the proceeding for which the material would be relevant or on other reasonable grounds.  If the Disclosing Participant objects to a person becoming a Reviewing Representative within the five business day period, Protected Materials shall not be disclosed to the person objected to pending resolution of the dispute by the Presiding Judge. 
11.	Copies of executed Certificates of Compliance shall be served on the Disclosing Participant from whom Protected Materials are requested, and notice that Certificates of Compliance have been executed shall be served on all other Participants.  It shall be each Disclosing Participant's responsibility to collect the Certificates of Compliance and maintain an up-to-date list of Receiving Participants and their Reviewing Representatives.
12.	Disclosing Participants shall make Protected Materials available to Receiving Participants from the date this Protective Order is approved by the Presiding Judge or FERC, until the date of issuance of a final and nonappealable FERC order in these proceedings; provided, that the Protected Materials will be maintained by Receiving Participants in a secure place and will effectively limit access to the Protected Materials to those Reviewing Representatives specifically authorized pursuant to this Protective Order.  To the extent that Protected Materials become no longer subject to protection, notes or other information derived from such Protected Materials also shall be no longer subject to protection.
13.	A Reviewing Representative of a Receiving Participant may make further copies of Protected Materials for use solely in the proceedings specified in Paragraph 4, provided that such copies are stamped as Protected Materials pursuant to this Protective Order.  A Reviewing Representative may make notes or derive other information from the Protected Materials, provided that any such notes or other information shall be treated as Protected Materials subject to this Protective Order.
14.	Protected Materials secured pursuant to this Protective Order, including, but not limited to, handwritten or typewritten notes made pursuant to Paragraph 13, shall be treated as confidential.  Protected Materials shall not be revealed or disclosed except as such Protected Materials are necessary for the conduct of these proceedings or other proceedings specified in Paragraph 4; nor will they be made known in any manner to any person other than to those persons identified as Reviewing Representatives (subject to the limits in Paragraph 8 regarding documents marked “Not Available to Competitive Duty Personnel”) or to such persons as are permitted to review Protected Materials under Paragraphs 16-21 below.
15.	Except as otherwise provided, a Receiving Participant shall have access to Protected Materials for use in these proceedings solely through its Reviewing Representatives.  Outside of the uses in the proceedings specified in Paragraph 4 of this Protective Order, Receiving Participants and their Reviewing Representatives shall not utilize, disclose, or reveal in any manner Protected Materials in any present or future claim, dispute, or litigation involving Disclosing Participant, or a supplier, customer or competitor of Disclosing Participant.
16.	Subject to the limits contained in Paragraph 8 regarding documents marked “Not Available to Competitive Duty Personnel”, any Reviewing Representative may disclose Protected Materials obtained from a particular Disclosing Participant to any other person who is a Reviewing Representative for the Receiving Participant that the Reviewing Representative represents.  In the event that any Reviewing Representative to whom the Protected Materials are disclosed ceases to be engaged in these proceedings, access to Protected Materials by that person, shall be terminated and Reviewing Representative status shall be deemed revoked.  Notwithstanding the foregoing, even if no longer engaged in these proceedings, all former Reviewing Representatives agree to be bound by the provisions of this Protective Order.
17.	If any Participant tenders for filing any written testimony, exhibit, brief or other submission that includes, incorporates or refers to Protected Materials, or information derived therefrom, all portions thereof shall be filed and served in sealed envelopes or other appropriate containers endorsed to the effect that they are sealed pursuant to this Protective Order.  Such documents shall be marked "Protected Materials" and, except to the extent necessitated under the dispute resolution provisions of this Protective Order, shall be filed under seal and served under seal upon the Presiding Judge.  For anything filed under seal, redacted versions will be filed with the Commission and served on all parties on the restricted service list and the Presiding Judge.  Only parties who make a specific request for the unredacted version and who are on the Receiving Participant list for the Disclosing Participant(s) whose Protected Materials are contained in such testimony or other materials shall be sent the unredacted version of the testimony or other materials.
18.	If any Receiving Participant desires to include, utilize or refer to any Protected Materials or information derived therefrom in testimony or exhibits during the hearing in these proceedings in such a manner that might require disclosure of such material to persons other than Receiving Participants and their Reviewing Representatives, such Receiving Participant shall first notify both counsel for the Disclosing Participant and the Presiding Judge of such desire, identifying with particularity each of the Protected Materials and the proposed manner of its use.  Thereafter, use of such Protected Material will be governed by procedures determined by the Presiding Judge. 
19.	If any order issued by the FERC in Docket Nos. ER98-210‑000 or ER98-211‑000 or any other proceeding specified in Paragraph 4, is appealed, all Protected Materials filed with FERC, the Presiding Judge, any United States court, any state court, or any other judicial or administrative body in support of or as part of a motion, other pleading brief, or other document, shall be filed and served in sealed envelopes or other appropriate containers.
20.	If any Receiving Participant wishes to disclose or reveal Protected Materials to any person to whom disclosure is not authorized by the Protective Order, or wishes to object to the designation of certain information or material as Protected Materials, such Receiving Participant shall first serve written notice of such proposed disclosure or objection upon counsel for the Disclosing Participant.  Such notice shall identify with particularity each of the Protected Materials and the proposed manner of their use.  Good faith negotiations shall then be undertaken among counsel for the Disclosing Participant and the affected Reviewing Representative to attempt to resolve any disputes as to such disclosure or the validity of the claim to protection from disclosure.  Where these negotiations produce agreement, the other Reviewing Representatives authorized to examine the same may make use of the Protected Materials in the same manner provided that they enter into the same agreement with the Disclosing Participant.  Furthermore, at least two weeks prior to the scheduled start of the hearing, the Reviewing Participant shall initiate good faith negotiations concerning whether protected treatment remains necessary as to prepared testimony, exhibits, and other Protected Materials then expected to be used by such Reviewing Participant at hearing, and, upon initiation, the Participants shall engage in such negotiations.
21.	If the Disclosing Participant is unwilling to waive objection to disclosure of such Protected Materials, the Disclosing Participant shall provide to the Presiding Judge, not later than seven (7) days after the receipt of the Reviewing Partyís notification, affidavits with respect to each of the identified Protected Materials, and a Master Index of Protected Materials.  The affidavit shall set forth facts delineating that the information designated as Protected Materials has been maintained in a confidential manner and the precise nature and justification for the injury that would result from the disclosure of such information.  The affidavit shall specify the name and corporate position of the person or persons supplying or preparing or assisting in the preparation of the information designated as Protected Materials and the name and corporate position of the person or persons to whom such information has been communicated.  The Disclosing Participant shall provide copies of the affidavits and Master Index of Protected Materials to each Reviewing Party.  All objections and arguments related to the Protected Materials shall be conducted in camera closed to all parties except the Disclosing Participant and counsel for the Disclosing Participant and such Receiving Participant and counsel for Receiving Participants that are authorized to review such Protected Materials.  That portion of the hearing transcript which refers to such Protected Materials shall be sealed and be subject to this Protective Order.  All Protected Materials which may ultimately be admitted into evidence shall be filed in sealed envelopes or other appropriate containers endorsed to the effect that they are sealed pursuant to this Protective Order.
22.	In the event the Presiding Judge finds that any of the Protected Materials are not confidential or proprietary, such materials nevertheless shall be subject to the protections afforded by this Protective Order for five (5) business days from the date of issuance of the Presiding Judge's finding.  However, if an appeal is made to the Motions Commissioner from the Presiding Judge's decision, the Protected Materials shall continue to be subject to the protections afforded by this Protective Order until FERC acts, or fails to act within the fifteen (15) day period prescribed by the FERC's rules, upon the merits of such appeal.  No Participant waives any rights to seek additional administrative or judicial remedies after such denial by FERC or any appeal thereof.  No Participant waives its right to seek additional administrative or judicial remedies after such FERC order. 
23.	In no event shall any Participant be deemed to have waived its right subsequently to object to the use of Protected Materials on grounds other than confidentiality in any judicial or administrative proceeding.
24.	All notices, applications, responses or other correspondence or pleadings shall be made in a manner which protects the materials in issue from unauthorized disclosure.
25.	Except as set forth herein, all Protected Materials and copies thereof in the possession of any participant shall, upon written request of the Disclosing Participant be returned to that Disclosing Participant or destroyed no later than sixty (60) days after the termination of these proceedings and related appellate litigation.  No Participant shall have any obligation to return or destroy any materials ultimately found not to be confidential or proprietary pursuant to the provisions of Paragraph 22.  Nothing in this section shall prohibit counsel for each Reviewing Representative from section shall prohibit counsel for each Reviewing Representative from retaining copies of any briefs, application for rehearing, motion, or other document filed with the Presiding Judge, the Commission, or a court, that refers to protected Materials, or any Internal memoranda that refer to Protected Materials; provided that any such materials retained by counsel shall remain subject to the provisions of this Protective Order.
26.	The Participants shall not be deemed by reason of this Protective Order to have waived any position that any Protected Materials are not confidential or proprietary in nature, or any right to obtain through discovery in any other judicial or administrative proceeding any of the Protected Materials being returned or destroyed in the instant proceeding under Paragraph 25 above.
27.	This Protective Order does not establish, reject, or constitute any precedent for, or against, any other claim of access to Protected Materials, and neither envisions nor does not envision such access.
28.	In recognition of the economies achieved by using a single protective order for multiple proceedings in which parties are not identical, any motion to change the provisions of this Protective Order shall be made with and determined by the Chief Administrative Law Judge. A Participant filing such motion shall serve such motion on all parties on the restricted service list in all the proceedings listed in Paragraph 4.  Responses to such motion to change any provision of this Protective Order shall be filed within 5 business days of the date of such motion.  Nothing in this Protective Order shall prevent the Chief Judge or FERC from modifying this Protective Order.  The interpretation and application of this Protective Order in an individual proceeding shall be as determined by the Presiding Judge in that proceeding.
It is so ordered.

	                                           ________________________________
Chief Administrative Law Judge

United States Of America
Before The
Federal Energy Regulatory Commission

California Independent System Operator	)		Docket No. ER98-211-000
	Corporation				)			
California Power Exchange Corporation	)		Docket No. ER98-210-000
						)		(Consolidated)
						)	
Southern California Edison Company	)		Docket No. ER98-462-000
Pacific Gas and Electric Company		)		Docket No. ER98-556-000
						)		Docket No. ER98-557-000
						)
Southern California Edison Company	)		Docket No. ER98-441-000
Pacific Gas and Electric Company		)		Docket No. ER98-495-000
San Diego Gas & Electric Company		)		Docket No. ER98-496-000
						)
Pacific Gas and Electric Company		)		Docket No. ER97-2358-000
Southern California Edison Company	)		Docket No. ER97-2355-000
San Diego Gas & Electric Company		)		Docket No. ER97-2364-000
						)		Docket No. ER97-4235-000
						)		Docket No. ER98-497-000
CERTIFICATE OF COMPLIANCE
	I hereby certify my understanding that access to Protected Materials is provided to me pursuant to the terms and restrictions of the Protective Order in these proceedings.  I also certify that I have read that Protective Order and agree to be fully bound by it.  I understand that the contents of Protected Materials, as that term is defined in the Protective Order, and any notes, memoranda or any other form of information that copies or discloses Protected Materials, shall not be disclosed to anyone other than in accordance with the Protective Order and shall be used by me only in connection with the proceedings in Docket Nos. ER98-210-000 and ER98-211‑000, ER98-462-000, ER98-556-000. ER98-557-000, ER98-441-000, ER98-495-000, ER98-496-000, ER97-2358-000, ER97-2355-000, ER97-2364-000, ER97-4235-000, and ER98-497-000 in which I am a representative of a participant, and such other proceedings as are permitted in the Protective Order.  I acknowledge that any violation of my obligations under the Protective Order or this Certificate of Compliance shall constitute a violation of an order of a Presiding 
Administrative Law Judge of the Federal Energy Regulatory Commission.  I hereby certify that I perform no Competitive Duties.  [Alternatively, if agreement is given by the Disclosing Participant, summarize any conditions of the agreement.]

Signature:  ________________________		Date:_________________________

Name:  ___________________________		Title:  ________________________
Firm:  ____________________________		Address:  _____________________
							    _____________________
Telephone:  _______________________		Fax:  _________________________

Participant Represented:  _________________________________