Agenda Annual Meeting of the Members November 29, 2018 • 9:00 AM – 10:15 AM (ET)

Trump International Hotel 1100 Pennsylvania Avenue NW • Washington, DC 20004 Room: Lincoln Library Attire: Business

Open Agenda

1. Call to Order and Appoint Secretary to Record Minutes Presenter: Lisa Barton, Chair 2. Antitrust Statement Presenter: Megan Gambrel Reference: Antitrust Compliance Guidelines 3. Chair’s Remarks and Welcome Presenter: Lisa Barton, Chair

4. President’s Report Presenter: Tim Gallagher 5. Announcement of Sector Election Results Presenter: Megan Gambrel Description: Megan Gambrel will announce the director election results for the Supplier and RTO Sectors. Reference: a) Supplier Sector Director Lou Oberski b) RTO Sector Director Jennifer Curran Action: Information and Discussion 6. Election of At-Large Director, Independent Director, and Transmission Presenter: Lisa Barton, Chair Description: Chair Barton will oversee the election of an At-Large Director, Independent Director, and Transmission Sector Director. Reference: a) At-Large Nominee Simon Whitelocke b) Independent Director Nominee Larry Irving c) Transmission Sector Nominee Robert Mattiuz, Jr. Action: a) Elect At-Large Director b) Elect Independent Director c) Elect Transmission Sector Director 7. 2018 Financial Position of ReliabilityFirst Presenter: Ray Palmieri Description: Mr. Palmieri will provide an overview of the 2018 financial position of ReliabilityFirst. Reference: Presentation Action: Information and Discussion Annual Meeting of Members • Agenda November 29, 2018

8. Comments from Members 9. Future Meeting for 2019 November 21, 2019 • Washington, DC (Tentative) 10. Adjourn

Roster • Board of Directors

Lisa Barton, Chair • AEP (S • 2020) Simon Whitelocke, Vice Chair • ITC Holdings Corporation (AL • 2018) Michael Bryson • PJM (RTO • 2018) Ken Capps • Southern Maryland Electric Cooperative, Inc. (AL • 2019) Patrick Cass • Independent (2020) Scott Etnoyer • Talen Energy (AL • 2020) Brenton Greene • Independent (2019) Larry Irving • Independent (2018) Lou Oberski • Dominion Resources Services, Inc. (S • 2021) Matt Paul • DTE Energy (M-LSE • 2019) Susan Sosbe • Wabash Valley Power Association (S-LSE • 2020) Jennifer Sterling • Exelon Corporation (L-LSE • 2019) Lynnae Wilson • Vectren (T • 2020)

Roster • Large LSE Sector American Electric Power Service Corp Exelon Corporation

Roster • Medium LSE Sector DTE Electric Wisconsin Electric Company

Roster • Regional Transmission Organization (RTO) Sector Midcontinent Independent System Operator PJM Interconnection LLC

Roster • Small LSE Sector Allegheny Electric Cooperative, Inc. Buckeye Power, Inc. Municipal Electric Agency Old Dominion Electric Cooperative Southern Maryland Electric Cooperative, Inc. Wabash Valley Power Association, Inc. Wabash Valley Power Association, Inc.

2 Annual Meeting of Members • Agenda November 29, 2018

Roster • Supplier Sector Calpine Energy Services, LP Dynegy, Inc. Hazleton Generation, LLC - withheld Nextera Energy Resources, LLC Talen Energy Supply, LLC

Roster • Transmission Sector American Transmission Company, LLC Duquesne Light Company FirstEnergy Services Company Hoosier Energy Rural Electric Coop, Inc. International Transmission Company Public Service Enterprise Group, Inc. Rockland Electric Company Vectren Energy Delivery of Indiana Wolverine Power Supply Cooperative Inc.

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Antitrust Compliance Guidelines

ANTITRUST COMPLIANCE GUIDELINES

I. GENERAL

It is ReliabilityFirst’s policy and practice to obey the antitrust laws and to avoid all conduct that unreasonably restrains competition. This policy requires the avoidance of any conduct which violates, or which might appear to violate, the antitrust laws. Among other things, the antitrust laws forbid any agreement between or among competitors regarding prices, availability of service, product design, terms of sale, division of markets, allocation of customers or any other activity that unreasonably restrains competition.

It is the responsibility of every ReliabilityFirst participant and employee who may in any way affect ReliabilityFirst’s compliance with the antitrust laws to carry out this policy.

Antitrust laws are complex and subject to court interpretation that can vary over time and from one court to another. The purpose of these guidelines is to alert ReliabilityFirst participants and employees to potential antitrust problems and to set forth policies to be followed with respect to activities that may involve antitrust considerations. In some instances, the ReliabilityFirst policy contained in these guidelines is stricter than the applicable antitrust laws. Any ReliabilityFirst participant or employee who is uncertain about the legal ramifications of a particular course of conduct or who has doubts or concerns about whether ReliabilityFirst’s antitrust compliance policy is implicated in any situation should consult ReliabilityFirst’s President. The President will consult with legal counsel as appropriate.

II. PROHIBITED ACTIVITIES

Participants in ReliabilityFirst activities (including those of its committees and task groups) should refrain from the following when acting in their capacity as participants in ReliabilityFirst activities (e.g., at ReliabilityFirst meetings, conference calls and in informal discussions):

 Discussions involving pricing information, especially margin (profit) and internal cost information and participants’ expectations as to their future prices or internal costs.

 Discussions of a participant’s marketing strategies.

 Discussions regarding how customers and geographical areas are to be divided among actual or potential competitors.

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 Discussions concerning the exclusion of actual or potential competitors from markets.

 Discussions concerning boycotting or group refusals to deal with competitors, vendors or suppliers.

III. ACTIVITIES THAT ARE PERMITTED

There are a number of restrictions guiding and defining permissible activities.

In order to avoid antitrust issues, decisions and actions by ReliabilityFirst (including its committees and task groups) should only be undertaken for the purpose of promoting and maintaining the reliability and adequacy of the bulk electric supply system. If you do not have a legitimate purpose consistent with this objective for discussing a matter, please refrain from discussing the matter during ReliabilityFirst meetings and in other ReliabilityFirst -related communications.

You should also ensure that ReliabilityFirst procedures, including those set forth in the ReliabilityFirst Agreement and the ReliabilityFirst Documents, are followed in conducting ReliabilityFirst business.

In addition, all discussions in ReliabilityFirst meetings and other ReliabilityFirst - related communications should be within the scope of mandate for or assignment to the particular ReliabilityFirst committee, task group or other group, as well as within the scope of the published agenda for the meeting.

No decisions should be made nor any actions taken in ReliabilityFirst activities for the purpose of giving an industry participant or group of participants a competitive advantage over other participants. In particular, decisions with respect to setting, revising, or assessing compliance with NERC and ReliabilityFirst reliability standards should not be influenced by anti-competitive motivations.

Subject to the foregoing restrictions, participants in ReliabilityFirst activities may discuss:

 Reliability matters relating to the bulk power system, including operation and planning matters such as establishing or revising operating and planning standards and other reliability criteria, special operating procedures, operating transfer capabilities, and plans for new facilities.

 Matters relating to the impact of reliability standards for the bulk electric supply system on electricity markets, and the impact of electricity market operations on the reliability of the bulk electric supply system.

 Proposed filings or other communications with state or federal regulatory authorities or other governmental entities.

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 Matters relating to the internal governance, management and operation of ReliabilityFirst , such as nominations for vacant committee positions, budgeting and assessments, and employment matters; and procedural matters such as planning and scheduling meetings.

Any other matters that do not clearly fall within these guidelines should be reviewed with ReliabilityFirst’s President before being discussed. The President will consult with legal counsel as appropriate.

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SUPPLIER SECTOR DIRECTOR

LOU OBERSKI Managing Director, Regulatory Compliance for Dominion Resources Services Inc.

Lou Oberski is Managing Director, Regulatory Compliance for Dominion Resources Services, Inc. He is responsible for administration of all aspects of Dominion’s corporate NERC compliance assurance programs and oversees Dominion’s involvement at NERC and its sub-regions as well as FERC and RTO policy coordination for Dominion at PJM, ISO-New England and the Midwest ISO. Prior to his current position, his career at Dominion covered increasing management responsibilities in transmission engineering, operations, planning and maintenance. The most recent 10 years have focused on developing, establishing and coordinating NERC and RTO policy at Dominion with a particular emphasis on generation supplier policy at NERC and RTOs.

Mr. Oberski is a member of the North American Energy Standards Board, Board of Directors and past chair of its Executive Committee. He is also a member of EEI’s Reliability Executive Advisory Committee and an Alternate on the SERC Board of Directors.

Mr. Oberski has been employed by Dominion for over 26 years and holds a bachelor’s degree in electrical engineering from Western Michigan University.

REGIONAL TRANSMISSION ORGANIZATION (RTO) SECTOR DIRECTOR JENNIFER CURRAN Vice President, System Planning for Midcontinent Independent System Operator, Inc.

Jennifer Curran is Vice President, System Planning for Midcontinent Independent System Operator, Inc. (MISO). She leads the company’s ongoing efforts to ensure wholesale market participants and, ultimately, energy consumers, benefit from MISO’s regional coordination of short and long-term system planning. Her responsibilities in that area include oversight of generator interconnection, transmission service, transmission cost allocation methodologies, energy policy analyses, and transmission planning for reliability, economics and public policy needs. Additionally, Ms. Curran oversees the development of the strategic vision for MISO’s market, reliability and system planning procedures with neighboring RTOs, ISOs and other electric utilities.

Since joining MISO in 2004, Ms. Curran has served in various strategic, business planning and operational oversight roles. Most recently, Ms. Curran was a leader in the eight-year effort to enhance reliability and increase regional generation efficiency through a region-wide transmission plan, which resulted in approval of a regional transmission portfolio known as Multi-Value Projects.

Prior to joining MISO, Ms. Curran was Manager of Power Generation & Supply Strategy for the Mid- Atlantic and Mid-Continent Regions at Reliant Resources. She holds a Bachelor of Science degree in Mechanical Engineering from Rice University and a Master of Business Administration from Duke University.

AT-LARGE DIRECTOR NOMINEE SIMON WHITELOCKE

Vice Chair of the Board of Directors At-Large Member – Term Expires 2018

Simon Whitelocke is the Vice President of ITC Holdings Corp. and President of ITC Michigan, which includes the responsibility for both ITC Transmission and METC operating companies. Prior to this role, he was Vice President and Chief Compliance Officer for ITC Holdings Corporation, where he was responsible for the corporate compliance functions of the company.

Mr. Whitelocke previously served as Vice President for Regulatory and External Affairs for ITC. Prior to that position, he served as the Executive Director for ITC Transmission and METC, where he was responsible for the overall performance of both subsidiaries and as the Director, Internal Audit, where he was responsible for the company's internal audit function. Prior to joining ITC, Mr. Whitelocke served as a Principal Financial Consultant for DTE Energy. Mr. Whitelocke earned a Bachelor of Commerce degree in Accounting from the University of Toronto and an MBA in finance and management from Michigan State University. He is a member of the Board of Trustees of Detroit Public Television.

INDEPENDENT DIRECTOR NOMINEE LARRY IRVING Independent Member – Term Expires 2018

Larry Irving is the President and CEO of the Irving Group, a consulting firm providing strategic advice and assistance to international telecommunications and information technology companies, foundations and non-profit organizations. From September, 2009 to July, 2011, Mr. Irving served as Vice President for Global Government Affairs for the Hewlett-Packard Company, the world’s largest technology company.

Prior to founding the Irving Group in 1999, Mr. Irving served for almost seven years as Assistant Secretary of Commerce for Communications and Information and Administrator of the National Telecommunications and Information Administration (NTIA), where he was a principal advisor to the President, Vice President and Secretary of Commerce on domestic and international telecommunications and information technology issues. Mr. Irving was one of the principal architects and advocates of the Clinton Administration's telecommunications and Internet policies, and was a point person in the Clinton Administration's successful efforts to reform the United States telecommunications laws. Those efforts resulted in passage of the Telecommunications Act of 1996, the most sweeping change in America’s telecommunications laws in 60 years.

Similarly, in international fora, Irving was an ardent advocate of regulatory reform. He represented the United States Government as Sherpa (lead coordinator for the U.S. Government) at the G-7's first Ministerial meeting on the Global Information Society in Brussels, and at the Information Society and Development Conference in South Africa, the first Ministerial meeting between developing countries and developed countries to discuss the emerging global Internet. Mr. Irving was also a key member of the United States team that negotiated the World Trade Organization (WTO) agreement on basic telecommunication services. Mr. Irving is widely credited with coining the term the digital divide and sparking global interest in the issue. In large part due to his work to promote policies and develop programs to ensure access to advanced telecommunications and information technologies, Mr. Irving was named one of the fifty most influential persons in the 'Year of the Internet' by Newsweek Magazine.

Mr. Irving currently serves as a member of the Board of Directors of the Public Broadcasting Service. He also serves on the Board of Visitors for Stanford Law School, the Board of Councilors for the Annenberg School of Communications at the University of Southern , the Board of Visitors for the Weinberg College of Arts and Sciences of and the Director’s Circle for the Smithsonian American Art Museum. He received a Bachelor of Arts degree from Northwestern University, and is a recipient of the University’s Alumni Merit Award for distinguished professional achievement. He is also a graduate of Stanford University School of Law, where he was elected President of his graduating class.

TRANSMISSION SECTOR DIRECTOR NOMINEE Robert R. Mattiuz Jr. is Vice President, Compliance and Regulated Services and Chief FERC Compliance Officer for FirstEnergy Service company, a subsidiary of FirstEnergy Corp. Prior to his promotion in May 2018, he served as Director, FERC and State Regulatory Compliance.

Mr. Mattiuz has worked at FirstEnergy for more than 34 years and has held numerous management positions in Transmission & Distribution Engineering, Planning and Operations, and Federal & State Regulatory Compliance. He has had responsibility for compliance with the NERC Reliability Standards for all FirstEnergy’s business units since 2011 and the former-Allegheny Power until the merger with FirstEnergy in 2011.

Mr. Mattiuz has a Bachelor of Science degree in Electrical Engineering from Penn State University and a Masters of Science degree in Industrial Administration from Carnegie Mellon University. He is a registered professional engineer in the state of Pennsylvania.

2018 Financial Overview

Ray Palmieri, Senior Vice President and Treasurer November 29, 2018 Washington, DC Financial Information

 Finances as of October 31, 2018 • $850K under budget; 4.77% under budget  Year-end Projection • $733K (3.43%) under budget • Major Contributors ‒ Personnel Expenses ‒ Travel

 ERO Year End Projections – Total ERO Enterprise: -1.8%

FRCC -6.9% NPCC -1.5% SPP -50.3% MRO 20.5% RF -2.2% RE -2.1% NERC 0.7% SERC 1.8% WECC 4.0%

 2018 Corporate Budget Goal • +3% to -5%  2019 Business Plan and Budget • Approved by FERC – October 18, 2018 • Budget – 5.86% increase • Assessment – 5.5% increase

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Entity 2019 % 2019 % Budget Change Assessment Change (000's) (000's) NERC 80,050 9.45% 68,884 9.45% FRCC 6,696 -10.89% 5,828 -12.50% MRO 15,980 36.27% 15,472 44.19% NPCC 15,804 4.61% 15,003 4.61% RF 22,648 5.86% 21,256 5.50% SERC 18,145 5.60% 17,372 0.97% TRE 13,070 3.26% 13,248 17.53% WECC 26,951 -0.54% 25,282 0.00%

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 Annual Finance Audits • 2017 Audit report was approved by Finance and Audit Committee in March • 2018 Audit Process has begun ‒ Preliminary Field Work – December 17, 2018 ‒ Final Field Work – January 28, 2019

 Investment Account • Professionally managed by a wealth management firm • Capital Preservation Strategy • Investments provide current year income of approximately $50,000

 Enterprise Risk Management

 Manager, Finance and Accounting • Strengthen our financial programs • Advance internal controls – finance and corporate • Fraud oversight

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