Re: Proposed Final for Infrastructure Memo

From:doug@presidentclinton.com To: cheryl.mills@gmail.com, Justin@presidentclinton.com CC: john.podesta@gmail.com Date: 2011-11-13 14:36 Subject: Re: Proposed Final for Infrastructure Memo

I'm taking the day with my family in pa and need time with this document I propose a call later this evening or tomorrow In short, and somewhat disjointed comments here I think this misses the practical realities on how the place operates as well as puts one way of treating me and justin and another for everyone else, including wjc and cvc Justin and I already are not employees of the foundation We are employees of cesc But we could make it more official as advisors to it or something Otherwise, raising money for it would be odd with no connectivity As you both have seen by my memo, you now understand the facts of teneo How then do we go through an exercise like this and wjc doesn't as he is far more conflicted every single day in what he does? Why not apply the structure you set up for him to this situation? Ira runs chai and has been doing outside consulting all these years Bob harrison has a ton of goldman stock and makes decisions on goldmans engagement/role in cgi Valerie uses office space of a donor in chicago Bruce was paid by his law firm for years and may still be People sit on boards, for profit ones and not for profit ones I am sure there are many others we don't know about Cvc uses office space to run a business so when I'm on the phone with brian williams and he raises her paid personal relationship and intertwines that with the foundation int wjc is doing on the book I just don't think any of this is right and that we should be treated this way when no one else is only bc cvc has nothing better to do and need justify her existence. It is as though we have done something wrong and a document like this only furthers that notion and thus, I'm not ok with it. I could see a structure where justin doesn't do finances We both become advisers or consultants to the foundation, officially Wjc has a contractual consultant relationship with teneo, nothing else Not sure how to characterize or link the teneo raising millions for the foundation relationship We have a ceo and structure that all of these things go through such as, Cvc's activities, using office space, ira consulting, a teneo client intersecting with the foundation, etc. Perhaps an ethics officer like state has, which can be yet another staff person I get to raise the money to pay..... Decision making is somehow decentralized Teneo is the only one of any of those that are additive to the foundation. Ira doesn't get dow corning or whoever he advises to donate nor does bob get goldman to do much. Everyone takes, everyone, except we are the ones who do everything back to him . I have partners at teneo as you know and they don't want any part of this managing wjc concept so that need be removed entirely. The only relationship teneo should have is contractual w wjc and him as an advisor, the same as he does for becker and casey etc This seems to be more about lines and authority and decision making and I think we propose them one plan we all come up with that addresses all of the above and covers everyone, evenly and comprehensively. Cdm, you remember the long debate we had about whether I should even include wjc in teneo. The notion that its built on him is ridiculous. Our conversation with wjc over dinner was in a very different place and according to him, he wants things to go back to normal. So I understand it, this is primarily to appease cvc I presume? But we all know what this is actually about and thus overeacting, hurting the foundation, impairing teneo's business etc Won't end well Justy need chime in here Doug/Justin Attached is the revised proposed final draft of the infrastructure memo. John has given his comments which are incorporated. If you could give me yours, I will put in final and circulate it to the four of us and the President and his family. I also would share an fyi copy with Victoria and Jennifer. thanks. cdm