Southwest Power Pool, Inc. SPECIAL MEETING OF MEMBERS Skirvin Hotel, Oklahoma City, Oklahoma January 26, 2016

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1 Southwest Power Pool, Inc. SPECIAL MEETING OF MEMBERS Skirvin Hotel, Oklahoma City, Oklahoma January 26, 2016 Agenda Item 1 - Administrative Items SPP Board of Directors Chair Mr. Jim Eckelberger called the meeting to order at 8:04 a.m. Mr. Eckelberger asked for a round of introductions. There were 123 people in attendance either in person or via the phone representing 30 Members (Attendance List Attachment 1). Mr. Jim Eckelberger reported proxies (Proxies Attachment 2). He introduced the new Southwestern Power Administration Administrator, Mr. Scott Carpenter, and the Secretary of Energy and Environment for the State of Oklahoma, Mr. Michael Teague. Agenda Item 2 Election of Board Members Mr. Jim Eckelberger asked the potential board members to leave the room during the discussion and vote. Mr. Nick Brown introduced the Corporate Governance Committee (CGC) and provided some background. He explained that the CGC is responsible for filling vacancies on the board and the overall general administration of the corporation. The committee met several times to focus on succession planning for the seven-person board that is comprised of six external directors and one internal director. In April of 2015, the Membership approved the recommendation to expand the external, independent director positions from six to up to nine positions. The CGC decided to fill only two of the three positions. The committee sent out five requests for proposal and selected executive search firm Russell Reynolds Associates. SPP has worked with this firm a number of times. The bylaws require the use of a search firm when filling a Regional Transmission Organization (RTO) director position. A set of skills was agreed upon by the committee, and 25 resumes were submitted for review by the committee in November. In December, the committee conducted eight interviews. Mr. Bruce Scherr and Mr. Graham Edwards were the two selected. You will find their biographies in the meeting materials along with the recommendation for their nomination and the ballot. (Recommendation, Board Biographies, and Ballot Attachment 3). Mr. Eckelberger asked for a motion for the approval of the two new board members presented on the ballot. Mr. Stuart Lowry moved to nominate Graham Edwards and Bruce Scherr to the SPP Board of Directors. Mr. Mike Wise seconded the motion. The Membership voted and the motion was approved. The new board members were welcomed and congratulated on their positions as new directors. Adjournment With no further business, Mr. Eckelberger adjourned the Special Meeting of Members at 8:24 a.m. Respectfully Submitted, Paul Suskie, Corporate Secretary

2 Southwest Power Pool BOARD OF DIRECTORS/MEMBERS COMMITTEE MEETING January 26, 2016 Skirvin Hotel, Oklahoma City, OK AGENDA 8:00 a.m. 3:00 p.m. Special Meeting of Members 1. Call to Order..Mr. Jim Eckelberger 2. Corporate Governance Committee Mr. Nick Brown a. Election of Board Members Board of Directors/Members Committee Meeting 1. Call to Order and Administrative Items.Mr. Jim Eckelberger 2. Reports to the Board a. President s Report..Mr. Nick Brown b. Regional State Committee Report...Commissioner Patrick Lyons c. Federal Energy Regulatory Commission Report..Mr. Patrick Clarey d. Regional Entity Trustees Report.Mr. John Meyer e. Oversight Committee Report...Mr. Josh Martin f. Strategic Planning Committee Report...Mr. Mike Wise g. Value of Transmission Study Report Mr. Mike Ross 3. Consent Agenda a. Approve October 27 and December 8, 2015 Minutes b. Corporate Governance Committee Recommendations i. Recommendation to Approve SPP Group Charters ii. Recommendation to Approve SPP Group Rosters c. Markets and Operations Policy Committee Recommendations i. MWG 1. RR127 JOU Combined Option Aggregate Energy Offer Curve 2. RR128 Clarification to the Start-Up Eligibility Rules 3. RR138 Revisions to Attachment AF, Addendum 1 Frequently Constrained Areas ii. ORWG 1. RR98 Expanding the Use of SPP CROW 2. RR113 Node Connectivity Requirement Enhancement iii. RTWG 1. RR126 Netting of TCR Credit Portfolio 2. RR136 Attachment L Revisions iv. Staff (NTC Modifications) 1. South Amarillo and Andrew Transformer 2. Stevens Co. Substation 3. China Draw and Road Runner SVCs 4. Mineola-Grand Saline Rebuild 5. South Shreveport-Wallace Lake Rebuild 6. STEP Recommendation

3 4. Markets and Operations Policy Committee Report...Mr. Noman Williams a. RTWG i. RR133-MISO Settlement Revenue Distribution 5. Future Meetings 2016 RET/RSC/BOD January Oklahoma City, OK RET/RSC/BOD April Santa Fe, NM BOD June Little Rock, AR RSC July 18...Dallas, TX RET/BOD July (noon to noon).rapid City, SD RET/RSC/BOD October Little Rock, AR BOD December 6..Little Rock, AR 2017 RET/RSC/BOD January Austin, TX RET/RSC/BOD April Tulsa, OK BOD June Little Rock, AR RET/RSC/BOD July Denver, CO RET/RSC/BOD October Little Rock, AR BOD December 5..Little Rock, AR 6. Executive Session Continental Room

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8 Rob Janssen Dogwood Energy

9 Jeff Knottek Heather Starnes Jennifer Flandermeyer John Bell John Allen Don Frerking City Utilities of Springfield MO MJM EUC Kansas City Power & Light Kansas Corporation Commission Midwest Energy Kansas City Power & Light Company

10 On Jan 20, 2016, at 11:00 AM, Beth Emery wrote: Paul Please take this as notice that Noman has my proxy to vote at the BOD meeting. Thanks. Hope I can get the SPP BOD back on my schedule soon! N. Beth Emery SVP, General Counsel & Secretary TX direct cell CHI direct bemery@gridliance.com 2 N. LaSalle Street, Suite 420 Chicago, IL 60602

11 Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE Recommendation to the Membership January 26, 2016 NOMINATIONS TO FILL TWO NEW BOARD OF DIRECTOR POSITIONS Background Representatives on the Board of Directors are elected by the Membership to serve three-year terms. On February 26, 2015, SPP s Corporate Governance Committee (CGC) recommended that SPP s Bylaws be amended to add up to three (3) additional Board of Director positions by which the Board shall consist of up to ten persons, but no less than seven persons. At a special meeting of members on April 28, 2015, the SPP membership approved the CGC s recommendation to expand the Board of Directors by up to three (3) additional seats. On August 10, 2015, the Federal Energy Regulatory Commission approved the Bylaws changes. Analysis The CGC is responsible for nominating candidates for election to the Board of Directors. On July 28, 2015, the CGC approved SPP staff hiring of Russell Reynolds Associates (RRA) to identify potential candidates for two (2) new positions on SPP s Board of Directors. On August 27, 2015, the CGC discussed and set certain skill sets to be the focus of the search for the new board members for which RRA would search. On November 17, 2015, the CGC discussed and reviewed twenty-five potential candidates for two new Board of Director positions. After lengthy discussions, the CGC agreed to interview eight candidates. On December 15-16, 2015, the CGC interviewed eight candidates for two new Board of Director positions. At the conclusion of the meeting, the committee narrowed the candidates to two. The following are its nominees for election to the SPP Board of Directors for terms to commence immediately upon election. Board of Directors: Bruce Scherr (term to end December 31, 2017)* Graham Edwards (term to end December 31, 2018)* Approved Corporate Governance Committee December 16, 2015 Action Requested Conduct the elections *The bio for each nominee is attached for reference.

12 Bruce A. Scherr Dr. Scherr has been with Informa Economics, Inc. (formerly Sparks Companies, Inc.) from 1987 to July 2014 in several executive capacities including President and CEO and he is currently emeritus. In addition, he was an Advisor for Metalmark Capital LLC, a private equity fund. Formerly he was president of Sparks, Jacobs, Scherr, Inc. (SJS), a sister company to Sparks, and president of Agri-Commodities, Inc., an agriculture consulting firm based in Andover, Massachusetts, which was acquired by SJS. Prior to forming Agri-Commodities, Dr. Scherr was a divisional vice president at Data Resources, Inc., where he developed and utilized for the public and private sectors the first commercially available econometric model for US agriculture. Dr. Scherr received his bachelor's degree from Rutgers University and his M.S. and Ph.D. from Purdue University, all in agricultural economics. Currently, he is a member of the Board of E. Ritter & Company; Santa Energy Company; J. D. Heiskell & Company; and Chairman of the Board of Legumex Walker, Inc. From 2002 until 2015 he served on the board of the North American Electric Corporation (term limited) and during that tenure he was Vice Chairman, Chairman of the Finance and Audit Committee and Chairman of the Compliance Committee. In addition, he served as a member of the Global Strategy Institute Advisory Council of the Center for Strategic and International Studies; as a member of the Board of Directors for Desert STAR Inc., an electrical transmission Independent System Operator for the Desert Southwest from January 2000 through February 2002; and as a member of The University of Tennessee s (UT) Institute of Agriculture Agricultural Development Board and UT s Committee for the Future. He was named a 2007 Distinguished Agriculture Alumni from Purdue University and he is a member of several honorary research and agricultural societies, a member of the National FFA Foundation Sponsors Board 2000 through 2001 and a former advisor to the President's Council of Economic Advisers and National Aeronautics and Space Administration.

13 T. Graham Edwards T. Graham Edwards just retired on November 1, 2015, as the Chief Executive Officer of ElectriCities of North Carolina, headquartered in Raleigh, North Carolina. Edwards joined ElectriCities as CEO in 2009 and was responsible for executive leadership of ElectriCities, North Carolina Municipal Power Agency Number 1 and North Carolina Eastern Municipal Power Agency. During his tenure, NCEMPA successfully negotiated a sale to Duke Energy of its nuclear and coal fired assets which resulted in a wholesale rate reduction to its members of approximately 20% or approximately $1.1 billion savings over the first 10 years. Prior to joining ElectriCities, from Edwards served as CEO of the Midcontinent Independent System Operator and served on the Board from Prior to becoming CEO, Edwards served as the Board Chairman in Edwards also served as CEO and Chairman of the Board of Santee Cooper in South Carolina, the nation s fourth largest public power utility in terms of kilowatt hours sold. Santee Cooper provides power, directly or indirectly, to approximately two million customers. During his 25 years at Santee Cooper, Edwards helped position the company for competition in a deregulated environment and was one of three CEO s that started The Energy Authority, a wholesale energy and marketing company. In 2011, Edwards was elected to serve on the Western Electricity Coordinating Council (WECC) Board of Directors, and served on the Board until the company was bifurcated in He now serves on the Peak Reliability Board of Directors. Peak Reliability is responsible for reliability coordination for the Western Interconnection. During Edwards career in public power, he served on the American Public Power Association s Board of Directors and as Chairman of the Large Public Power Council. Edwards earned a Bachelor s of Science in Business Administration from Francis Marion University in Florence, South Carolina, and a Master s of Business Administration from The Citadel. Edwards is a native of Cheraw, South Carolina. He has been married for 42 years and has one daughter.

14 Southwest Power Pool, Inc. SPECIAL MEETING OF MEMBERS January 26, 2016 Ballot for SPP Election for New Board of Director Positions SPP BOARD OF DIRECTORS: Recommended by Corporate Governance Committee: For Against Bruce Scherr (term to end December 31, 2017) Graham Edwards (term to end December 31, 2018) MEMBER: REPRESENTATIVE S SIGNATURE: