Draft Minutes of the Ercot Board of Directors Meeting

APPROVED MINUTES OF THE ERCOT BOARD OF DIRECTORS EXECUTIVE SESSION CONFERENCE CALL 9:00 a.m. May 30, 2002

Chairman Jack Hawks called the Meeting to order. Margaret Pemberton called roll and determined a quorum was present.

Meeting Attendance: Steve Burger LCRA T&DU/LCRA Designated Rep for Joe Beal Mike Greene TXU T&DU/IOU Member Curtis Griffin Mirant Wholesale Sales/Ind. PM Member Jim Harder Garland Power & Light Wholesale Sales/Muni Member Jack Hawks PG&E National Energy Group Wholesale Sales/Ind. PM Member/Chair William Taylor Calpine Generator/Ind. Gen. Designated Rep for David Itz Bob Kahn Austin Energy T&DU/Muni Member Clifton Karnei Brazos Electric Power Coop. T&DU/Coop Member Doug Keegan Constellation Power Source Wholesale Sales/Ind. PM Member Milton Lee CP&S T&DU/Muni Member Kathleen Magruder New Power Company Retail Sales/Ind. REP Member Suzi McClellan Office of Public Utility Counsel Consumer/OPUC/Residential Member and Proxy for Jill Hall Bob Manning HEB Grocery Consumer/Commercial Member Tom Noel ERCOT CEO Member Tom Payton Occidental Energy Services Consumer/Industrial Member Vanus Priestley AES New Energy Retail Sales/Ind. REP Member George Schalles Reliant Energy Generator/IOU Designated Rep for Steve Schaeffer Brian Tierney AEP Retail Sales/IOU Member Gillan Taddune Green Mountain Energy Retail Sales/Ind. REP Member Henry Wood STEC T&DU/Coop Designated Rep for Mike Troell Sam Jones ERCOT Staff/COO Maxine Buckles ERCOT Staff/CFO Margaret Pemberton ERCOT Staff/General Counsel Mike Petterson ERCOT Staff Mark Walker ERCOT Staff

Pursuant to Chairman Hawks request, Margaret Pemberton described the settlement offers in PUCT Docket 23320 as outlined in the Board Template sent prior to the Board meeting.

Board members each described their position on the matter, disclosing their interests in the proceeding as Interveners:

Mike Greene – Company intervened to support ERCOT Curtis Griffin – Company intervened as placeholder Jim Harder – Company intervened Bob Kahn – Company intervened Clifton Karnei – Company intervened Kathleen Magruder – Company intervened

1 Milton Lee – Company intervened Suzi McClellan – Agency intervened Tom Payton – Company intervened as placeholder Vanus Priestley – Company intervened George Schalles – Company intervened Brian Tierney – Company intervened as placeholder Henry Wood – Company intervened

Ms. Magruder moved that the Board accept the settlement offer from Group 1 and authorize the ERCOT Staff to make any non-material changes necessary in the final documents. Mr. Priestly seconded.

A roll call vote was taken and there were not sufficient votes for the motion to pass. Gillan Taddune joined the conference call and a second roll call vote was taken. The motion carried with 17.5 votes in favor, 5.5 votes against and 1 vote abstaining.

The Meeting was adjourned at approximately 10:30 a.m.

______Margaret Pemberton, Corporate Secretary