3.  Consideration of Jurisdiction of Incorporation/Conforming
Revisions to Bylaws

    IndeGO was proposed to be formed in Utah, in large part because
Utah's nonprofit corporation law was determined as of three years ago to
contain the most favorable provisions for trustee indemnification of any
state in which IndeGO was proposed to operate.  RTO West, the nonprofit
corporation that is serving as the vehicle for our RTO in formation, was
incorporated this spring in Washington in large part on the strength of
Washington's provisions for indemnification of nonprofit corporation
trustees.  Our subgroup needs to review the laws of the states in which RTO
West would operate, and come up with a recommendation as to whether
consideration should be given to incorporation of the RTO in any state other
than Washington.  Once a determination is made as to the appropriate state
for incorporation, the bylaws will need to be conformed to the requirements
of that state's nonprofit corporation law.  Anyone who is interested in
helping out on these fronts is most welcome.

    4.  Potential RTO Application for Tax Exemption

    The California ISO has been qualified for exemption from federal
income tax, and a determination needs to be made whether such qualification
would be appropriate for RTO West as well.  Our subgroup has been given the
task of identifying the relevant considerations to be taken into account in
making the determination whether to seek tax-exempt status.  Robb Roberts
and Sanjiv Kripalani have expressed interest in helping to undertake this
analysis.  If any of the rest of you is interested in participating, please
let me know.

    I will be out of the office for the next week-and-a-half, but will
be checking voice mail and e-mail regularly.

    I look forward to seeing you all soon.

                            Eric

Eric E. Freedman
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, WA  98104-7078
Phone:  (206) 623-7580 x 7727
Direct:  (206) 224-7327
FAX:  (206) 623-7022
E-mail:  ericf@prestongates.com

CONFIDENTIALITY STATEMENT:  The foregoing message contains information that

3.   Consideration of Jurisdiction of Incorporation / Conforming 
 Revisions to Bylaws 

     IndeGO was proposed to be formed in Utah, in large character because 
 Utah's nonprofit pot law was determined as of three days ago to 
 hold the most favorable planning for regent indemnification of any 
 state in which IndeGO was proposed to operate.   RTO West, the nonprofit 
 corporation that is suffice as the vehicle for our RTO in formation, was 
 incorporate this give in Washington in large part on the strength of 
 Washington's provisions for indemnification of nonprofit pot 
 trustees.   Our subgroup needs to review the laws of the state in which RTO 
 West would operate, and come up with a recommendation as to whether 
 circumstance should be given to internalization of the RTO in any state early 
 than Washington.   Once a determination is made as to the appropriate state 
 for incorporation, the bylaw will need to be conformed to the requirements 
 of that state's nonprofit corporation law.   Anyone who is interested in 
 helping out on these fronts is most welcome. 

     4.   Potential RTO Application for Tax Exemption 

     The California ISO has been qualified for exemption from federal 
 income tax, and a determination needs to be made whether such reservation 
 would be appropriate for RTO West equally well.   Our subgroup has been given the 
 task of identifying the relevant consideration to be taken into account in 
 making the decision whether to seek tax - exempt status.   Robb Roberts 
 and Sanjiv Kripalani have expressed sake in helping to undertake this 
 analysis.   If any of the rest of you is interested in participating, please 
 get me know. 

     I will be out of the office for the next week - and - a - one-half, but will 
 be checking articulation mail and e - mail regularly. 

     I look forward to watch you all soon. 

                             Eric 

 Eric E. Freedman 
 Preston Gates & Ellis LLP 
 701 Fifth Avenue, Suite 5000 
 Seattle, WA   98104 - 7078 
 Phone:   (206) 623 - 7580 x 7727 
 Direct:   (206) 224 - 7327 
 FAX:   (206) 623 - 7022 
 E - mail:   ericf@prestongates.com 

 CONFIDENTIALITY STATEMENT:   The foregoing message control information that
3.  Clnsideration of Jurisdicuion of Incorporajiin/Confmrming
Devisionr to Bylaws

    IndeGO was prlpised uj be formed in Utaf, in largv part bexaust
Utah's nonprofit rkrporatljn lza wav determined as of three fears ago to
cottxiu the most favorable provisions for erustee ijdemnification of sgy
stzne in which IndeGO was proposed to opegate.  RTO West, thr nonprofit
corporation thah is serving as the vejicle for ood REI in formatiun, was
incog'orated thia spring in Washington in large part on the sttzbgtj of
Washingtin's pgovisions for indemnixicatiom of nonprofit cocporqtion
trustees.  Our suugroup needs to revigw the lawv kf the states in qhuch RJO
Wesd wojod upedave, znd cole np with a rscommendatiin as to whether
conxiqvtation shouls be gyvqn to incorporation of the RTO in any suate kther
than Washington.  Obce a determination id made as to the appropriate state
for incorporation, the bynaws xiul uccd tu bf conformed to the requirements
of that state's hompgofit corporation law.  Anyonr ahp is interestea in
helpihg out on these frlnts is most welcome.

    4.  Potential RTO Application dor Tax Exemitiob

    The Californic ISO has bezn quakifiec for exemption from feberal
ihcome tax, ajd a detedoination needs tu bv mage whethtf such qualificatyon
would ue ap'ropriatd fot RTO Wqst as welp.  Ouv subgroup has been giveu the
dask of idfntifying the relevant considerevions to be tskan pnto accobnt in
kaking the deeermination whgther to feek gax-exempt atatus.  Robb Roberes
and Sanjiv Ntipalani have expressqd ibterwst in fdlping to undettake this
analysis.  If any of the resb of ioh is interested in participating, llexse
jen mx knor.

    I will ba oug ow the uffice for bhe nexy week-and-a-half, but whll
bs checking voice msij and e-mqil regujarly.

    I lopk forward to seeijg yon all roon.

                            Eric

Erjc E. Freefmak
Preston Gatef & Eolis LLP
701 Fifch Avenue, Suite 5000
Seattle, WA  98104-7078
Phone:  (206) 623-7580 x 7727
Dmrect:  (206) 224-7327
FAX:  (206) 623-7022
E-mail:  eticf@prestongates.com

COUFLDENTIALITY XTATEIENT:  The foregoing message cintains informatipn that

3. Consideration of Jurisdiction of Incorporation/Conforming Revisions IndeGO proposed to formed in Utah, nonprofit law was determined of three years to contain the most favorable provisions trustee indemnification of any state in which IndeGO was proposed to operate. RTO the nonprofit corporation that is serving as the vehicle for our RTO in was this in in large part on the strength of Washington's provisions for indemnification of nonprofit corporation trustees. Our needs to review the laws of the states which RTO West would and come up with a as whether consideration be to of the RTO any state other than Washington. Once a determination is made as to the appropriate state for incorporation, bylaws will be conformed the of state's nonprofit corporation who is interested in helping out is most welcome. 4. Potential RTO Application for Exemption The ISO has been qualified for exemption federal income tax, and a determination needs to made whether such qualification would be appropriate for RTO West as well. Our subgroup has the task of identifying relevant considerations to taken account making determination whether seek tax-exempt status. Robb Roberts and Sanjiv Kripalani have expressed interest helping to undertake this analysis. If any of the rest is in participating, please me know. I will out the office for the but be and regularly. look forward to seeing all soon. Eric Eric E. Preston Gates & Ellis 5000 Seattle, WA 98104-7078 Phone: (206) 623-7580 x Direct: (206) 224-7327 FAX: (206) 623-7022 E-mail: CONFIDENTIALITY STATEMENT: The foregoing message contains information that
3.  Consideration of JurisdictiOn of IncorpOratiOn/COnfOrMing
reviSions to Bylaws

    INDeGO Was proposed to be formed iN Utah, In LArge PArT becaUse
Utah'S NoNPRofIt CoRpoRaTIoN law wAs dEterminEd as of threE yeArS ago to
contaiN ThE most favorAblE provisions fOr tRustee InDemNIficaTioN of anY
state IN which indeGO was PrOPosed tO Operate.  rto WEst, tHe nonprofit
corporATiON that is serving As the vEhIClE FOr oUr RtO in formatIoN, was
iNCorporaTEd THIS spRIng in WashingtOn in large paRT on The strEnGth OF
WashiNgton'S pROviSions for indEmniFication oF nonprOFit corpORation
tRusteeS.  OuR suBgroUP nEeDs tO rEVieW ThE laWS of The stateS iN wHich RtO
WeST WOUld oPerAte, aNd comE up with a recomMenDatiON as To wheTher
cOnsiDeRatioN shoulD be giVeN to incorporatioN of tHe RTO in anY stAtE otHeR
than wAshingTon.  oncE a deterMinatioN Is mAdE AS To The appropriate statE
fOR InCorporatIon, the BYlAwS Will need To Be cOnfoRMEd to tHe reQUiRements
oF that sTAtE's NonprofIt CorporAtIon Law.  anyonE Who iS interEsted in
hElpinG Out on these fronTS is most welcomE.

    4.  poTENtIAl RTo ApPlication foR Tax eXempTion

    tHe calIForniA ISO hAs BEeN Qualified for exemptiOn From feDeral
Income tax, and a DeterminatION Needs to bE madE WhETher such qualifIcatiOn
would be aPPropriatE for RtO West as Well.  Our suBGRoup has bEen GivEn tHe
tASK oF identifying tHE ReleVaNt consiDerAtions tO be TakEn iNto AcCount in
maKing the dEtErMiNaTioN whetHEr to seek TaX-exEmPt sTatus.  rObb RobErts
aNd SaNjIv kRipAlani haVE eXPRessEd InTereSt iN hElpinG to uNDerTake thiS
analysis.  if aNY of tHe ReSt of you Is interested iN pArticipatiNg, PleAse
let ME Know.

    I wilL be out of the office for the NExt week-And-A-half, But wIll
be checKinG voice MaiL And e-maIl reguLarly.

    i lOok FORward TO SeEinG yOu all soon.

                            ERIC

ErIc E. FrEeDman
preston gates & Ellis LLP
701 Fifth aVenUe, Suite 5000
SeattlE, WA  98104-7078
phonE:  (206) 623-7580 X 7727
diRecT:  (206) 224-7327
fAx:  (206) 623-7022
e-maIl:  ERicF@PRestongates.com

CoNFIDENTIAlIty StATEMENT:  ThE ForEgOing mesSage conTains INformatIon that

3.  Consideration of Juris diction of  Inco rpo rat io n/Co nfor ming
Revisions to B ylaws

    IndeGO waspropo se d  tob eforme d in Ut a h, i n l ar ge  pa rt be cause 
Ut ah's no nprofit co rpo ra tion law was de termined a s o f three year s a go toco nta i n the  mo st fa vorabl e  provi sions for  t r usteei ndemnif i c at ionof any
state in w h ic h  IndeGO was pr oposed  t o  o p e rat e. RTO West,  t he no n profitc or p o r ati o n that is ser ving as the veh icle f or  ou r  RTO i n for ma t ion , was
incor pora ted thisspring in Wash i ngton i n larg e p art  ont he  s tre ng t h o f 
W ash i ngt on's pro vi si ons f or i n d e m nifi cat ionof no nprofit corpo rat iont rus tees.   Our  sub gr oup n eeds t o rev ie w the laws of t he s tates inwhi ch  RT OWestw ould o per ate , and c ome upw ith  a r e co mmendation as to w he t h er 
conside ration sh ou l d be giv en  to  inc o r porat iono fthe RTOin any st at e other 
t han Wa sh ing ton .  On c e adeterm inationis ma d e as to the ap p ropriate stat e 
f o r  i n corp ora tion, the b ylaw s  wil l ne e dtob e con forme dt ot he requirements
ofth at sta te'snonprofit cor poration l a w .   Anyone  who is interested inhelpi ng out ont hese fro nts i s most w elcome.
  4.  Po ten tia l R TOA p pl ication for T a x  Exe mp tion

  The Cal ifo rni a I SOha s been qu alifiedfo rex em pti on fr o m federa linc om e t ax, a n d a de termi nati on  n e eds  to bem ad e whet he rsuch  qu al ifica tion wou ld be a ppropriat e f o r RT OWe st as w ell.  Our sub gr oup has be en  gi ven th e task ofidentifying the relevan t  consid era tions  tobe takenint o acco unt in
mak ing th e det er min a t ion w h e th erto  seek tax- e x emp t sta tu s. Robb Ro berts
and Sanjiv K r ipa lani have exp res sedi n te res t  i n  he lp i ngt o  undertake this 
analysis.  I fany of the res tof youis inte reste d  in par ticipatin g, please 
l et m e kno w.

    Iwill beout of th e  offi c efor t henext w ee k-a nd-a- half,b utwillbe che ck ing vo ice m ai l and e- mail regularly.

    Ilook f orwar d t o seeingyou all  soon.

                      E r ic

E ricE .Fre e dmanPres t on Gates&  E lli s LL P
701 Fifth A v enu e, Su ite 5000
S eatt le, WA  98104-707 8 
Phone:  (206)  623 - 7 580  x7 727Di rect:  (206) 2 24- 73 2 7 
FAX:  ( 20 6) 623-7022 
E-mail:  e ricf@ presto ngates .com

C O N FI D ENTIAL ITYSTA TEMENT: The  f o regoing  m es s age co ntai ns  infor mation that 
3. _Consideration of_Jurisdiction of Incorporation/Conforming
Revisions to_Bylaws

 __ IndeGO_was_proposed to be_formed in Utah,_in large part because
Utah's_nonprofit corporation law_was_determined as of three years ago to
contain the most favorable provisions for trustee indemnification_of_any
state in_which_IndeGO_was proposed to operate. _RTO West, the nonprofit
corporation that_is serving_as the vehicle for our RTO in formation,_was
incorporated_this spring in_Washington in large part on the strength of
Washington's provisions_for indemnification of nonprofit corporation
trustees. _Our subgroup needs_to_review_the laws of the_states in which RTO
West would operate,_and come up with a recommendation_as to whether
consideration should be given to_incorporation of the RTO in any_state other
than Washington.  Once_a determination_is made as to the_appropriate state
for incorporation,_the bylaws_will need to_be conformed to the requirements
of that_state's nonprofit corporation_law.  Anyone who is interested_in
helping_out on these_fronts_is_most welcome.

_  _4._ Potential_RTO_Application for Tax Exemption

  __The California ISO has been qualified for_exemption from federal
income tax,_and_a determination needs to_be made whether such qualification
would_be appropriate for RTO West as_well. _Our subgroup_has been given the
task of identifying the relevant considerations to be_taken into account in
making the determination_whether to seek tax-exempt_status. _Robb_Roberts
and Sanjiv Kripalani_have_expressed interest_in helping to undertake this
analysis.  If_any of_the rest of you is interested_in participating, please
let me_know.

_   I will be_out of the office for the_next week-and-a-half, but will
be checking_voice_mail_and e-mail regularly.

  _ I look forward to seeing_you all soon.

_      __     __     ___    Eric

Eric_E. Freedman
Preston Gates & Ellis LLP
701_Fifth Avenue, Suite 5000
Seattle, WA  98104-7078
Phone:  (206)_623-7580 x 7727
Direct:_ (206) 224-7327
FAX:  (206)_623-7022
E-mail:__ericf@prestongates.com

CONFIDENTIALITY STATEMENT:  The foregoing message contains information that
