DRAFT

ELECTRIC RELIABILITY COUNCIL OF TEXAS, INC.

DRAFT Minutes of the Annual Membership Meeting of December 18, 2001

Airport Hilton Hotel

Austin, Texas

Pursuant to notice duly given, the Membership of the Electric Reliability Council of Texas, Inc. convened at approximately 11:15 a.m.

ERCOT Board Chairman David McClanahan called the meeting to order. Margaret Pemberton, Corporate Secretary, took roll call and ascertained that a quorum was present.

Meeting Attendance:

Barry Smith / AEP
Brian Tierney / AEP
Richard Ross / AEP
Pat Wilkins / AES Deepwater
Bob Helton / ANP
Bob Bennett / Aquila
Chuck Manning / Austin Energy
Mark Dreyfus / Austin Energy
Jerry Stapp / Big Country Electric Cooperative
Terry L. McMullen / Bluebonnet Electric Coop.
Billy Helpert / Brazos Electric Cooperative
Dan Wilkerson / Bryan Texas Utilities (BTU)
David Itz / Calpine
Michael Talbot / City of Lampasas
Bill Gunst / City Public Service
Les Barrow / City Public Service
Milton Lee / City Public Service
Denise Stokes / Competitive Assets
Clayton Greer / Constellation Power Source
Doug Keegan / Constellation Power Source
Sharon Mays / Denton Municipal Electric
Bill Begg / Dow Chemical
Barry Huddleston / Dynegy
John Stauffacher / Dynegy
Mark Bruce / Electric Utility Restructuring Legislative Joint Interim Oversight Committee
Jack Blakley / Entergy Gulf States Inc.
James Striedel / Entergy Solutions Ltd.
Cheryl Moseley / ERCOT
David Kasper / ERCOT
Heather Tindall / ERCOT
Judy Walters / ERCOT
Larry Grimm / ERCOT
Margaret Pemberton / ERCOT
Mark Walker / ERCOT
Maxine Buckles / ERCOT
Michael Petterson / ERCOT
Michelle Mellon-Werch / ERCOT
Mitzie Mann / ERCOT
Ralph Weston / ERCOT
Sam Jones / ERCOT
Tom Noel / ERCOT
Kenneth Houston / First Choice Power Co.
Michelle Trenary / First Choice Power Co.
Richard Schmidt / Formosa Plastics Corp.
Beth Garza / FPL Energy
Jim Harder / Garland
Tom Darte / GEUS (Greenville)
Gene Ballew / Halliburton
Bob Manning / HEB Commercial Consumer
Joseph J. Beal / LCRA
Ross Phillips / LCRA
Bob Wittmeyer / Longhorn Power
Robert Merett / Magic Valley Electric Cooperative
Ron Bentley / Medina Electric Cooperative
Curtis Griffin / Mirant
Dottie Stockstill / Mirant
David Werley / New Braunfels Utilities
Paula DiFonzo / New Braunfels Utilities
Kathleen Magruder / New Power Company
Suzanne Bertin / New Power Company
Tom Payton / Occidental
Suzi McClellan / OPUC/Residential Consumer
Jack Hawks / PG&E National Energy Group
Kim Godfrey / PG&E National Energy Group
Connie Corona / PUCT
Max Yzaguirre / PUCT
Parviz Adib / PUCT
David McClanahan / Reliant Energy
Steve Schaeffer / Reliant Energy
John Meyer / Reliant Resources
Kevin Gresham / Reliant Resources
Rick Rucker / Republic Power
Jill Hall / Residential Consumer
Phill Suchan / Shell Trading
Michael Troell / STEC-MEC
Trudy Harper / Tenaska
Ferdie Rodriguez / Tex-La
Bruce Walter / Tex-La
Wendell Bell / TPPA
Mark Zion / TPPA
Mike Greene / TXU Electric

Present by Proxy:

Bartlett Electric Cooperative, Inc.
Belfalls Electric Cooperative, Inc.
Bluebonnet Electric Cooperative
City Of College Station
City Of Cuero
City Of Hearne (Hearne Municipal Electric)
Coleman County Electric Cooperative, Inc.
Comanche Electric Cooperative
Concho Valley Electric Cooperative, Inc.
Coserv Electric
Deep East Texas Electric Cooperative
Fayette Electric Cooperative, Inc.
Floresville Electric Light & Power System (FELPS)
Fort Belknap Electric Cooperative, Inc
Guadalupe Valley Electric Coop., Inc.
Hamilton County Cooperative, Inc.
J-A-C Electric Cooperative, Inc.
Jackson Electric Cooperative, Inc.
Jasper-Newton Electric Cooperative
Karnes Electric Cooperative, Inc.
McLennan County Electric Cooperative, Inc.
Mid-South Electric Cooperative Assoc.
Navarro County Electric Cooperative, Inc.
Nueces Electric Cooperative, Inc.
Sam Houston Electric Cooperative
San Patricio Electric Cooperative
South Plains Electric Cooperative, Inc.
Southwest Texas Electric Cooperative, Inc.
Taylor Electric Cooperative, Inc.
Tri-County Electric Cooperative, Inc.
United Cooperative Services
Victoria Electric Cooperative, Inc.
Wharton County Electric Coop., Inc.
Wise Electric Cooperative, Inc.
Wood County Electric Cooperative

Mr. McClanahan asked if there were any proposed revisions to the minutes of the December 19, 2000 Membership Meeting. Hearing none, a motion was made by Mike Greene of TXU Electric and seconded by Bob Helton of Reliant Energy to approve the December 19, 2000 Membership Meeting Minutes as written. The motion was approved without objection by a voice vote.

Mr. McClanahan then stated that the membership must confirm the newly elected Board of Directors for 2002 for them to be seated and announced the Directors. Mr. McClanahan also stated that Bob Merett of Magic Valley Electric Cooperative was retiring and would no longer serve as a Director. A motion was made by Beth Garza of FP&L Energy and seconded by Billy Helpert of Brazos Electric Power Cooperative to confirm the newly elected Directors as announced. The motion was approved without objection by a voice vote.

Mr. McClanahan spoke to the Members about the development of ERCOT and the activities and accomplishments of the Board, TAC, and its subcommittees.

Next, Mr. McClanahan introduced Chairman Max Yzaguirre. Chairman Yzaguirre discussed the past year and the upcoming market open. Chairman Yzaguirre commended all of the market participants and ERCOT on their hard work and cooperation to develop the systems and communications necessary. The Commissioner stated that he was confident in the market and its success.

Mr. McClanahan opened the floor for other business and Tom Noel, President and CEO of ERCOT came forward to present a plaque to Mr. McClanahan in recognition of his two years of service to ERCOT as Chairman of the Board.

There being no further business, the meeting was adjourned at approximately 1:05p.m.

______

Margaret Uhlig Pemberton, Corporate Secretary

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