OFFICER OR AN ANTITRUST COMPLIANCE COMMITTEE, WHICH MAY BE THE ETHICS OR
COMPLIANCE OFFICER AND THE OFFICE OF ETHICS AND COMPLIANCE OF RELIANT
ENERGY, INC.; (V) CONFIDENTIAL REPORTING SYSTEMS; (VI) DISCIPLINARY MECHANISMS
TO ENSURE ENFORCEMENT OF STANDARDS; AND (VII) PROTOCOLS AND PROCEDURES FOR
INITIATING AND CONCLUDING INTERNAL INVESTIGATIONS.
FOR PURPOSES OF THIS
SECTION 5.7, WITH RESPECT TO RELIANT ENERGY, INC., THE TERM "EMPLOYEE" SHALL
MEAN ALL U.S. EXEMPT EMPLOYEES AT THE MANAGER LEVEL OR ABOVE FOR WESTERN
COMMERCIAL OPERATIONS, AND THE TERMS "OFFICERS" AND "DIRECTORS" SHALL MEAN,
RESPECTIVELY, THE U.S. OFFICERS DIRECTING WESTERN COMMERCIAL OPERATIONS AND U.S.
DIRECTORS OF RELIANT ENERGY, INC.
NOTHING IN THIS SECTION 5.7 IS INTENDED TO
SUGGEST OR REFLECT THAT ANY ANTITRUST COMPLIANCE PROGRAM CURRENTLY MAINTAINED BY
RELIANT ENERGY, INC. IS NOT FULLY COMPLIANT WITH THE REQUIREMENTS SET OUT
HEREIN.
5.8
ISO AND PX INFORMATION.
THE RELIANT PARTIES AUTHORIZE THE ISO AND
PX TO PROVIDE TO THE CALIFORNIA PARTIES ON OR AFTER THE EXECUTION DATE ANY
ADDITIONAL INFORMATION, MATERIALS, OR DATA THAT WOULD OTHERWISE BE AVAILABLE TO
ONE OR MORE OF THE RELIANT PARTIES AND THAT ARE OTHERWISE NOT AVAILABLE TO THE
CALIFORNIA PARTIES AND THAT ARE RELATED TO RELIANT'S SALES AND PURCHASES IN THE
ISO AND/OR PX MARKETS DURING THE SETTLEMENT PERIOD; PROVIDED, THAT EXCEPT AS
OTHERWISE PROVIDED BY APPLICABLE LAW, EACH OF THE CALIFORNIA PARTIES AGREES THAT
IT SHALL MAINTAIN SUCH INFORMATION IN CONFIDENCE AND SHALL NOT DISCLOSE IT TO
THIRD PARTIES OTHER THAN (I) TO ITS EMPLOYEES, LENDERS, COUNSEL, ACCOUNTANTS,
ADVISORS, OR CONSULTANTS WHO HAVE A NEED TO KNOW SUCH INFORMATION FOR PURPOSES
OF IMPLEMENTING OR ADMINISTERING THIS AGREEMENT (INCLUDING THE DETERMINATION OR
ALLOCATION OF THE SETTLEMENT PROCEEDS) AND WHO HAVE AGREED TO KEEP SUCH
INFORMATION CONFIDENTIAL, OR (II) TO OMOI, WHICH SHALL TREAT ANY SUCH
INFORMATION SO PROVIDED AS PRIVILEGED PURSUANT TO 18 C.F.R. § 388.112(C) (2005)
AND SHALL PLACE SUCH INFORMATION IN A NON-PUBLIC FILE, OR (III) TO FERC OR A
COURT TO THE EXTENT NECESSARY TO IMPLEMENT THIS AGREEMENT OR TO PURSUE CLAIMS
AGAINST ENTITIES OTHER THAN RELIANT RELATING TO THE SETTLEMENT PERIOD, OR
(IV) AS REQUIRED BY APPLICABLE LAW, RULE, OR REGULATION OR ANY ADMINISTRATIVE,
LEGISLATIVE, OR JUDICIAL ORDER.
6.
DISPOSITION AND ALLOCATION OF THE SETTLEMENT AMOUNT
6.1
ALLOCATION AND DISTRIBUTION OF THE SETTLEMENT AMOUNT.
THE
SETTLEMENT AMOUNT TO BE PROVIDED PURSUANT TO SECTION 4.1 SHALL BE ALLOCATED AND
DISTRIBUTED AMONG CERTAIN MARKET PARTICIPANTS AND OTHERS IN THE MANNER SET FORTH
IN THIS ARTICLE 6.
FOR PURPOSES OF THIS ARTICLE 6, THE PERIOD MAY 1, 2000
THROUGH JUNE 20, 2001 SHALL BE DIVIDED INTO THE PRE-OCTOBER PERIOD, THE
PRE-JANUARY 18, 2001 PERIOD, AND THE POST-JANUARY 17, 2001 PERIOD.
6.2
ESCROW ACCOUNTS.
NO LATER THAN TEN (10) BUSINESS DAYS AFTER THE
SETTLEMENT EFFECTIVE DATE, THE CALIFORNIA PARTIES SHALL ESTABLISH AN ESCROW
ACCOUNT (THE "RELIANT REFUND ESCROW") FOR THE PURPOSE OF RECEIVING, HOLDING AND
TRANSFERRING THE RELIANT RECEIVABLES AND CERTAIN CASH PAYMENTS TO THE EXTENT
PROVIDED FOR HEREIN.
THE CALIFORNIA PARTIES SHALL ALSO ESTABLISH A SEPARATE
ESCROW ACCOUNT (THE
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