BEFORE THE PUBLIC SERVICE COMMISSION OF

IN THE MATTER OF THE MERGER ) OF EXELON CORPORATION AND ) CASE NO. 9361 PEPCO HOLDINGS, INC. )

SURREBUTAL TESTIMONY OF PAUL R. PETERSON ON BEHALF OF MARYLAND OFFICE OF PEOPLE’S COUNSEL

January 21, 2015

Office of People’s Counsel Peterson Surrebuttal Page 2 of 7

TABLE OF CONTENTS

Page No.

I. STATEMENT OF QUALIFICATIONS ...... 3 II. PURPOSE AND SUMMARY OF SURREBUTTAL TESTIMONY ...... 3 III. SURREBUTAL TESTIMONY ...... 3 Office of People’s Counsel Peterson Surrebuttal Page 3 of 7

1 I. STATEMENT OF QUALIFICATIONS

2 Q. Please state your name and business address.

3 A. My name is Paul R. Peterson. I am a Principal with Synapse Energy Economics,

4 Inc. a consulting Company with an address of 485 Massachusetts Avenue,

5 Cambridge, Massachusetts.

6 Q. Have you previously testified in this proceeding?

7 A. Yes, I submitted direct testimony on behalf of the Maryland Office of People’s

8 Counsel on December 8, 2015. Information on my educational background and

9 professional qualifications was included in that direct testimony.

10 II. PURPOSE AND SUMMARY OF SURREBUTTAL TESTIMONY

11 Q. What is the purpose of your surrebuttal testimony in this proceeding?

12 The purpose of my surrebuttal testimony is to respond to rebuttal testimony

13 submitted by Joint Applicants. Specifically, I respond to portions of the rebuttal

14 testimony of Joint Applicants witnesses Julie R. Solomon, Charles R. Dickerson,

15 and Susan F. Tierney. My surrebuttal testimony focuses on the reduced

16 competition that will result from this merger, the increase in concentration of

17 ownership of resources, and the potential for harm to Maryland customers that

18 arises from that reduced competition and concentration.

19 III. SURREBTUAL TESTIMONY

20 Q. What are your responses to Ms. Solomon’s rebuttal testimony?

21 A. Ms. Solomon attempts to dismiss my concerns about the merged company’s

22 increased quantities of demand resources; involvement in generation

23 interconnection studies; development of line ratings; and opportunity to abandon Office of People’s Counsel Peterson Surrebuttal Page 4 of 7

1 PJM as mere repetitions of concerns expressed by the IMM. Ms. Solomon does

2 not dispute that these concerns are factually true; instead she argues that there is

3 no evidence that Exelon has engaged in any improper behavior to date and no

4 certainty that Exelon will engage in improper behavior in the future. I hope she is

5 right, but I remain concerned that she is not.1

6 I reiterate my recommendation to establish oversight protections through the use

7 of third parties to review Exelon’s (1) submittal of offers of demands resources in

8 energy, capacity, and reserve markets; (2) interconnection studies for generation

9 and transmission competitors; and (3) line ratings for its transmission facilities. I

10 also reiterate my recommendation that Exelon agree to remain in PJM as a

11 condition of this merger.

12 Q. What is your response regarding competitive Standard Offer Service?

13 A. The most recent SOS auction had one bidder. Ms. Solomon does not claim that

14 the merger will increase competition in future SOS auctions.2 The merger will

15 make it less likely that a PHI affiliate competes against an Exelon affiliate in a

16 future SOS auction.

17 Q. What is your response to Mr. Dickerson?

18 A. In his Rebuttal testimony, Mr. Dickerson identifies all the procedures and

19 reporting mechanisms in place to ensure that reported line ratings are accurate.3

20 My concerns are not resolved by the existing reporting systems. My

1 Solomon Rebuttal at 21-22. 2 Solomon Rebuttal at 22-23. 3 Dickerson Rebuttal at 11-16. Office of People’s Counsel Peterson Surrebuttal Page 5 of 7

1 recommendation to have periodic, independent reviews of all Exelon reported line

2 ratings is to ensure that all judgment calls regarding line ratings or revisions to

3 line ratings in particular zones are not coincident with generation dispatches that

4 favor Exelon’s generating resources due to the line ratings. I believe this is the

5 crux of the IMM’s concern regarding line ratings, as well, and I have not seen

6 anything in the record in this docket from the Joint Applicants that addresses that

7 concern.

8 Q. What is your response to Ms. Tierney?

9 A. In her Rebuttal testimony, Ms. Tierney contends that Exelon’s voting share is

10 small in the PJM stakeholder process that consists of over 500 voting members.

11 She also describes the sector-weighted voting that occurs at the PJM senior

12 committees.4 I continue to be concerned that the merged Exelon will eliminate the

13 independent perspective of Pepco in the PJM stakeholder process.

14 As an example, consider the three sector-weighted votes on Agenda Item

15 03 at the Members Committee on December 9, 2013.5 That agenda item involved

16 rule changes regarding the treatment of Demand Response as an Operational

17 Capacity Resource. Exelon voted as a member of the Transmission Owners

18 sector; Pepco voted as a member of the Electric Distributors sector. On the first

19 vote, Exelon voted in favor of the motion; Pepco voted opposed to the motion;

20 and the motion failed. On the second vote, on an amended motion, Exelon voted

4 Tierney Rebuttal at 39-42. 5 The votes of all Members Committee meetings are recorded in voting reports posted on the PJM web site at http://www.pjm.com/committees-and-groups/committees/mc.aspx with the materials for the meeting where the vote took place. The Draft Minutes for the December 9, 2013 Members Committee Meeting are attached as Attachment PRP –S1. Office of People’s Counsel Peterson Surrebuttal Page 6 of 7

1 in favor; Pepco voted in favor; and the motion failed. On the third vote, on an

2 amended motion, Exelon voted against; Pepco voted in favor; and the motion

3 passed.

4 As a second example, consider the three sector-weighted votes at the

5 Members Committee on November 21, 2013, on the Agenda Item 04 issue of how

6 Limited Demand Response resources would clear in RPM auctions.6 On the first

7 vote, Exelon voted against the motion; Pepco abstained; and the “ODEC package”

8 motion failed with 2.92. On the second vote, Exelon voted in favor; Pepco voted

9 against; and the “Package A” motion failed with 2.23. On the third vote, Exelon

10 voted against; Pepco abstained; and the “Package B” motion failed with 2.71.

11 PJM’s sector-weighted voting process requires a two-thirds vote to pass (3.33 or

12 better). On this agenda item, the only package Exelon supported was the only

13 package that Pepco opposed; it received the least support of the three packages.

14 The merger proposed by Joint Applicants will eliminate any role for Pepco

15 in the PJM voting process, including the role of presenting a different point of

16 view than Exelon’s point of view as demonstrated by the two examples, described

17 above, of agenda item votes at Members Committee meetings in 2013. If Pepco

18 retains an independent role in the PJM stakeholder process, Pepco may have an

19 impact beyond just its single vote; it may be able to influence the voting decisions

20 of other members in its sector.

21 Q. Does this complete your Surrebuttal testimony?

6 The Draft Minutes of the November 21, 2013 Members Committee Meeting are attached as Attachment PRP-S2. Office of People’s Counsel Peterson Surrebuttal Page 7 of 7

1 A. Yes. However, I reserve the right to supplement my testimony subject to further

2 updates to discovery and information provided in this proceeding.

3

4

5

6

7

8

9

10

11

12

13

14 Attchment PRP-S1 - (MC 12-9-2013)

DRAFT Minutes PJM Interconnection Members Committee One Hundred-Thirty-seventh Meeting Teleconference/WebEx and The Conference and Training Center, Valley Forge, PA December 9, 2013 10:00 a.m. – 12:00 noon EPT

Secretary/Chair:

Horton Dana AEP Transmission Owner Fitch Neal NRG Power Marketing, LLC Generation Owner

Voting Members Present:

Last Name First Name Company Sector Barker Jason Exelon Business Services Company, LLC Transmission Owner Batta Michael Electric & Power Company Transmission Owner Borgatti Michael Rep.'g Covanta Energy Group, Inc. Generation Owner Borgatti Michael Rep.'g Jersey Green Energy LLC Other Supplier Borgatti Michael Rep.'g RC Cape May Holdings, LLC Generation Owner Borgatti Michael Rep.'g Richland-Stryker Generation LLC Generation Owner Borgatti Michael Rep.'g York County Solid Waste and Refuse Authority Generation Owner Brodbeck John Potomac Electric Power Company Electric Distributor Bruce Susan Rep.'g Air Liquide Industrial U.S., LP End User Customer Bruce Susan Rep.'g Air Products & Chemicals, Inc. End User Customer Bruce Susan Rep.'g Gerdau Ameristeel Energy, Inc. Other Supplier Bruce Susan Rep.'g Industrial Energy Users- Other Supplier Bruce Susan Rep.'g Kimberly-Clark Corporation Generation Owner Bruce Susan Rep.'g Lehigh Portland Cement Company End User Customer Bruce Susan Rep.'g Letterkenny Industrial Development Authority Electric Distributor Bruce Susan Rep.'g Linde LLC End User Customer Bruce Susan Rep.'g MeadWestvaco Corporation End User Customer Bruce Susan Rep.'g Occidental Power Services, Inc. Other Supplier Bruce Susan Rep.'g Praxair, Inc. End User Customer Bruce Susan Rep.'g Procter & Gamble Paper Products Company (The) End User Customer Bruce Susan Rep.'g Trustees of the U of PA, dba University of End User Customer Bruce Susan Rep.'g Wellsboro Electric Company (pre-2008) Electric Distributor Campbell Bruce Rep.'g EnergyConnect, Inc. Other Supplier

PJM © 2013 1 Campbell Bruce Rep.'g Mid-Atlantic Power Partners Other Supplier Citrolo John Public Service Electric & Gas Company Transmission Owner Cox Jason Dynegy Marketing & Trade, LLC Generation Owner Dugan Chuck East Kentucky Power Cooperative, Inc. Transmission Owner Esposito Patricia Atlantic Grid Operations A, LLC Other Supplier Evrard David Pennsylvania Office of Consumer Advocate End User Customer Fahey Reem Edison Mission Marketing and Trading, Inc. Generation Owner Fitch Neal NRG Power Marketing LLC Generation Owner Foladare Kenneth Iron Mountain Generation LLC Generation Owner Fondacci Luis North Carolina Electric Membership Corporation Electric Distributor Fuess Jay Rep.'g Castlebridge Energy Group, LLC Other Supplier Fuess Jay Rep.'g Diamond State Generation Partners, LLC Generation Owner Fuess Jay Rep.'g Energy Consulting Services LLC Other Supplier Fuess Jay Rep.'g Evraz Claymont Steel Other Supplier Fuess Jay Rep.'g Icetec.com, Inc. Other Supplier Fuess Jay Rep.'g Kuehne Chemical Company, Inc. Other Supplier Fuess Jay Rep.'g PBF Power Marketing LLC Generation Owner Gardner Michelle NextEra Energy Power Marketing, LLC Generation Owner Giles Steven Allegheny Electric Cooperative, Inc. Electric Distributor Gill Richard UGI Utilities, Inc. Transmission Owner Greening Michele PPL EnergyPlus, L.L.C. Transmission Owner Griffiths Dan Rep.'g Division of the Public Advocate of State of Delaware End User Customer Griffiths Dan Rep.'g Maryland Office of Peoples Counsel End User Customer Griffiths Dan Rep.'g New Jersey Div. of the Ratepayer Advocate End User Customer Griffiths Dan Rep.'g Consumer Advocate Division End User Customer Guerry Katie EnerNOC, Inc. Other Supplier Hastings David Rep.'g Mercuria Energy America, Inc. Other Supplier Hastings David Rep.'g Saracen Energy East LP Other Supplier Hastings David Rep.'g SESCO Enterprises LLC Other Supplier Hastings David Rep.'g Solios Power LLC Other Supplier Hastings David Rep.'g Twin Cities Power, LLC Other Supplier Hoatson Tom West Deptford Energy, LLC Generation Owner Horstmann John Dayton Power and Light Company (The) Transmission Owner Horton Dana Appalachian Power Company (AEP Generation) Transmission Owner Jablonski James Rep.'g Borough of Butler, Butler Electric Division Electric Distributor Jablonski James Rep.'g Borough of Lavallette, New Jersey Electric Distributor Jablonski James Rep.'g Borough of Madison, New Jersey Electric Distributor Jablonski James Rep.'g Borough of Milltown Electric Distributor Jablonski James Rep.'g Borough of Park Ridge, New Jersey Electric Distributor

PJM © 2013 2 Jablonski James Rep.'g Borough of Pemberton Electric Distributor Jablonski James Rep.'g Borough of Seaside Heights, New Jersey Electric Distributor Jablonski James Rep.'g Borough of South River, New Jersey Electric Distributor Jablonski James Rep.'g Vineland Municipal Electric Utility Electric Distributor Jennings Ken Duke Energy Business Services LLC Transmission Owner Johnson Carl Rep.'g Blue Ridge Power Agency, Inc. Electric Distributor Johnson Carl Rep.'g Borough of Chambersburg (DTEET) Electric Distributor Johnson Carl Rep.'g Buckeye Power, Inc. Electric Distributor Johnson Carl Rep.'g Central Virginia Electric Cooperative Electric Distributor Johnson Carl Rep.'g City of Dover, Delaware Electric Distributor Johnson Carl Rep.'g Delaware Municipal Electric Corporation Electric Distributor Johnson Carl Rep.'g Easton Utilities Commission Electric Distributor Johnson Carl Rep.'g Energy Cooperative Association of PA Other Supplier Johnson Carl Rep.'g Galt Power Inc. Other Supplier Johnson Carl Rep.'g Hagerstown Light Department Electric Distributor Johnson Carl Rep.'g Illinois Municipal Electric Agency Electric Distributor Johnson Carl Rep.'g Indiana Municipal Power Agency Generation Owner Johnson Carl Rep.'g Madison Gas & Electric Company Other Supplier Johnson Carl Rep.'g Mont Alto, PA (Borough of) Electric Distributor Johnson Carl Rep.'g North Carolina Municipal Power Agency # 1 Other Supplier Johnson Carl Rep.'g Northern Virginia Electric Cooperative (NOVEC) Electric Distributor Johnson Carl Rep.'g Thurmont, MD (Town of) Electric Distributor Johnson Carl Rep.'g Williamsport, MD (Town of) Electric Distributor Johnson Carl Rep.'g WPPI Energy Other Supplier Kester Erin IBERDROLA RENEWABLES, LLC Generation Owner Kogut George New York Power Authority Other Supplier Lieberman Steven Old Dominion Electric Cooperative Electric Distributor Miller Donald FirstEnergy Solutions Corp. Transmission Owner Minalga Jason Invenergy, LLC Generation Owner Norton Chris American Municipal Power, Inc. Electric Distributor O'Connell Robert JPMorgan Ventures Energy Corporation Other Supplier Pakela Greg DTE Energy Trading, Inc. Other Supplier Parker Seth Long Island Lighting Company d/b/a LIPA Other Supplier Pratzon David Rep.'g Calpine Energy Services, L.P. Generation Owner Pratzon David Rep.'g Liberty Electric Power, LLC Generation Owner Pratzon David Rep.'g Property Endeavors, LLC End User Customer Quinlan Pamela Rockland Electric Company Transmission Owner Riding MQ Essential Power Rock Springs, LLC Transmission Owner Rohrbach John Rep.'g Southern Maryland Electric Cooperative Electric Distributor

PJM © 2013 3 Rohrbach John Rep.'g Wabash Valley Power Association, Inc. Electric Distributor Rutigliano Tom Rep.'g Achieving Equilibrium LLC Other Supplier Rutigliano Tom Rep.'g Demansys Energy, LLC Other Supplier Scarpignato (Scarp) David Direct Energy Business, LLC Other Supplier Scoglietti Barbara Tangent Energy Solutions, Inc. Other Supplier Sitaraman Nicole Ofc... People's Counsel ... District of Columbia End User Customer Sullivan Megan Transmission Owner Trayers Barry Citigroup Energy, Inc. Other Supplier Wadsworth Joe Vitol Inc. Other Supplier

Non-Voting Attendees:

Last Name First Name Company Sector Bainbridge Thomas FirstEnergy Solutions Corporation Transmission Owner Bloom David Baltimore Gas and Electric Company Transmission Owner Bowring Joseph Monitoring Analytics, LLC Not Applicable Carmean Gregory OPSI Not Applicable Czigler Frank PSEG Energy Resources and Trade LLC Transmission Owner Demuynck Rene New Jersey Board of Public Utilities Not Applicable Denavas Joe Potomac Electric Power Company Electric Distributor Everngam Scott The Federal Energy Regulatory Commission Not Applicable Evrard David Pennsylvania Office of Consumer Advocate End-Use Customer Farber John Delaware Public Service Commission Not Applicable Feldman Brett Navigant Not Applicable Filomena Guy Customized Energy Solutions, Ltd.* Not Applicable Fisher Amy Linden VFT LLC Transmission Owner Freeman Allan Michigan Public Service Commission Not Applicable Gilani Rehan ConEdison Energy, Inc. Other Supplier Giovannini Mario Pepco Not Applicable Heidorn Richard RTO Insider Not Applicable Henry Michelle FirstEnergy Solutions Corporation Transmission Owner Hezer Fred Ohio Public Utilities Comission Not Applicable Icart Eric The Federal Energy Regulatory Commission Not Applicable Kerecman Joseph Calpine Energy Services, L.P. Generation Owner Kopon Owen Brickfield, Burchette, Ritts & Stone, P.C. Not Applicable Koryl Robert Bank of America Not Applicable Lacy Catharine Virginia Electric and Power Company Transmission Owner Litchfield Matthew Competitive Power Ventures, Inc. Not Applicable Ma Alex Invenergy LLC Generation Owner Mancuso Marie Baltimore Gas and Electric Company Transmission Owner Martin Valerie The Federal Energy Regulatory Commission Not Applicable Marton Dave FirstEnergy Solutions Corporation Transmission Owner

PJM © 2013 4 Mcmahon Mike Citizens Utility Board Not Applicable Nowell Cynthia Pepco Holdings Incorporated Not Applicable Perrotti Frank New Jersey Board of Public Utilities Not Applicable Schaefer Steve Schaefer Consulting Not Applicable Schofield Bill Customized Energy Solutions Not Applicable Singh Harry J. Aron & Company Other Supplier Snow Robert The Federal Energy Regulatory Commission Not Applicable Stadelmeyer Rebecca Exelon Business Services Company, LLC Transmission Owner Stubbe Judy Duke Energy Business Services, Inc. Generation Owner Tatum Ed Old Dominion Electric Cooperative Electric Distributor Walker Jennifer Exelon Business Services Company, LLC Transmission Owner Watson Mark Platts Not Applicable Webster John Icetec.com, Inc. Other Supplier Weiss Glenn PGJ Not Applicable Wilson James Wilson Energy Economics Not Applicable Wisersky Megan Madison Gas & Electric Company Other Supplier York Katherine Tennessee Valley Authority (The) Other Supplier

PJM Attendees:

Last Name First Name Company Sector Baker Scott PJM Interconnection, LLC Not Applicable Brown Richard PJM Interconnection, LLC Not Applicable Burlew Sarah PJM Interconnection, LLC Not Applicable Daugherty Suzanne PJM Interconnection, LLC Not Applicable Fabiano Janell PJM Interconnection, LLC Not Applicable Hugee Jacqulynn PJM Interconnection, LLC Not Applicable Keech Adam PJM Interconnection, LLC Not Applicable Kovler Ed PJM Interconnection, LLC Not Applicable Langbein Pete PJM Interconnection, LLC Not Applicable LaRocque Matthew PJM Interconnection, LLC Not Applicable McCartha Esrick PJM Interconnection, LLC Not Applicable McGlynn Paul PJM Interconnection, LLC Not Applicable McNamara Sean PJM Interconnection, LLC Not Applicable Ott Andrew L. PJM Interconnection, LLC Not Applicable

PJM © 2013 5 1. ADMINISTRATION A. Mr. Anders announced that there were no new members and one withdrawal since the last Members Committee meeting, bringing the total membership to 878. B. Mr. Anders confirmed the presence of a quorum. C. Mr. Anders reminded participants of Anti-trust and Code of Conduct requirements.

2. CONSENT AGENDA The following items were approved/endorsed by acclamation with one objection and eight abstentions. A. draft minutes of the November 21, 2013 meeting B. a proposed problem statement and issue charge regarding the Operating Agreement (OA) timing requirements for withdrawal from PJM membership C. proposed OA and Tariff revisions related to member communications

3. DEMAND RESPONSE (DR) AS AN OPERATIONAL CAPACITY RESOURCE Mr. Baker presented proposed Tariff and OA revisions developed by the Capacity Senior Task Force (CSTF) related to enhancing operational capability of DR resources. Ms. Hugee discussed several ministerial updates to the Tariff and OA revisions since endorsement by the Markets and Reliability Committee (MRC). Ms. Godson offered a friendly amendment to modify the exemption requirement for mass market demand response programs to change “residential” to “residential and small commercial and industrial” and change “60 minutes” to “120 minutes” in Tariff Attachment DD- 1, Section A.2.B.4, and to define “mass market programs” in the development of Manual revisions which would implement these Tariff and OA revisions. Ms. Bruce offered a technical correction to change “and” to “or” in Tariff Attachment DD-1 Section A.2.B.3. There was one objection to this proposed friendly amendment, and therefore it was not incorporated into the main motion. Ms. Godson proposed a friendly amendment to and change “60 minutes” to “120 minutes” in Tariff Attachment DD-1, Section A.2.B.4. There was one objection to this proposed friendly amendment, and therefore it was not incorporated into the main motion. Ms. Godson proposed and Mr. Cox seconded an alternate motion to modify the exemption requirement for mass market demand response programs to change “60 minutes” to “120 minutes” in Tariff Attachment DD-1, Section A.2.B.4. Following discussion the main motion failed in a sector-weighted vote with 2.74 in favor. Following discussion the alternative motion failed in a sector-weighted vote with 2.85 in favor. Mr. O’Connell proposed and Mr. Miller seconded an alternate motion to modify the exclusion eligibility requirements in Tariff Attachment DD-1 Section A.2.B.1 to add “or damage to product or feed stock”. Mr. Scarpignato proposed a friendly amendment to change the transition period to phase in the change in response time such that 60 minute response would be required in delivery year 2015/16 and 30 minute in delivery year 2016/17, and to modify the exemption requirement for mass market demand response programs to change “60 minutes” to “120 minutes” in Tariff Attachment DD-1, Section A.2.B.4. Mr. O’Connell and Mr. Miller did not accept the proposed friendly amendment in its entirety, and therefore it was not incorporated into the motion. Ms. Godson proposed a friendly amendment to modify the exemption requirement for mass market demand response programs to change “60 minutes” to “120 minutes” in Tariff Attachment DD-1, Section A.2.B.4. Mr. O’Connell and Mr. Miller accepted this as friendly and therefore it was incorporated into the motion. Following discussion the second alternative motion passed in a sector- weighted vote with 3.52 in favor.

4. FUTURE AGENDA ITEMS No future agenda items were identified.

5. FUTURE MEETINGS January 30, 2014 1:15 PM Wilmington, DE

PJM © 2013 6 February 27, 2014 1:15 PM Wilmington, DE March 27, 2014 1:15 PM Wilmington, DE April 24, 2014 1:15 PM Wilmington, DE May 15, 2014 9:30 AM Cambridge, MD June 26, 2014 1:15 PM Wilmington, DE July 31, 2014 1:15 PM Wilmington, DE September 18, 2014 1:15 PM Wilmington, DE October 30, 2014 1:15 PM Wilmington, DE November 20, 2014 1:15 PM Wilmington, DE

Author: D. A. Anders Docs #: 775129, v.1

PJM © 2013 7 Attachment PRP- S2 (MC 11-21-2013)

DRAFT Minutes PJM Interconnection Members Committee One Hundred-Thirty-sixth Meeting The Chase Center on the Riverfront, Wilmington, DE November 21, 2013 1:15 p.m. – 5:00 p.m. EPT

Secretary/Chair:

Horton Dana AEP Transmission Owner Fitch Neal NRG Power Marketing, LLC Generation Owner

Voting Members Present:

Last Name First Name Company Sector Barker Jason Exelon Business Services Company, LLC Transmission Owner Batta Michael Virginia Electric & Power Company Transmission Owner Bleiweis Bruce DC Energy LLC Other Supplier Borgatti Michael Rep.'g Covanta Energy Group, Inc. Generation Owner Borgatti Michael Rep.'g Jersey Green Energy LLC Other Supplier Borgatti Michael Rep.'g RC Cape May Holdings, LLC Generation Owner Borgatti Michael Rep.'g Richland-Stryker Generation LLC Generation Owner Borgatti Michael Rep.'g York County Solid Waste and Refuse Authority Generation Owner Brodbeck John Potomac Electric Power Company Electric Distributor Bruce Susan Rep.'g Air Liquide Industrial U.S., LP End User Customer Bruce Susan Rep.'g Air Products & Chemicals, Inc. End User Customer Bruce Susan Rep.'g Gerdau Ameristeel Energy, Inc. Other Supplier Bruce Susan Rep.'g Industrial Energy Users-Ohio Other Supplier Bruce Susan Rep.'g Kimberly-Clark Corporation Generation Owner Bruce Susan Rep.'g Lehigh Portland Cement Company End User Customer Bruce Susan Rep.'g Letterkenny Industrial Development Authority Electric Distributor Bruce Susan Rep.'g Linde LLC End User Customer Bruce Susan Rep.'g MeadWestvaco Corporation End User Customer Bruce Susan Rep.'g Occidental Power Services, Inc. Other Supplier Bruce Susan Rep.'g Praxair, Inc. End User Customer Bruce Susan Rep.'g Procter & Gamble Paper Products Company (The) End User Customer Rep.'g Trustees of the U of PA, dba University of Bruce Susan Pennsylvania End User Customer Bruce Susan Rep.'g Wellsboro Electric Company (pre-2008) Electric Distributor Campbell Bruce Rep.'g Comperio Energy LLC d/b/a ClearChoice Energy Other Supplier Campbell Bruce EnergyConnect, Inc. Other Supplier Campbell Bruce Rep.'g Mid-Atlantic Power Partners Other Supplier

PJM © 2013 1 Citrolo John Public Service Electric & Gas Company Transmission Owner Cox Jason Dynegy Marketing & Trade, LLC Generation Owner Dosunmu Ade Capacity Markets Partners, LLC Other Supplier Dugan Chuck East Kentucky Power Cooperative, Inc. Transmission Owner Esposito Patricia Atlantic Grid Operations A, LLC Other Supplier Etnoyer Scott MEG Generating Company, LLC Generation Owner Fisher Amy Homer City Generation, L.P. Generation Owner Fitch Neal NRG Power Marketing LLC Generation Owner Foladare Kenneth Iron Mountain Generation LLC Generation Owner Fondacci Luis North Carolina Electric Membership Corporation Electric Distributor Fraiture Christian RBC Energy Services LP Other Supplier Francis Frank Brookfield Energy Marketing LP Other Supplier Fuess Jay Rep.'g Castlebridge Energy Group, LLC Other Supplier Fuess Jay Rep.'g Diamond State Generation Partners, LLC Generation Owner Fuess Jay Rep.'g Energy Consulting Services LLC Other Supplier Fuess Jay Rep.'g Evraz Claymont Steel Other Supplier Fuess Jay Rep.'g Icetec.com, Inc. Other Supplier Fuess Jay Rep.'g Kuehne Chemical Company, Inc. Other Supplier Fuess Jay Rep.'g PBF Power Marketing LLC Generation Owner Gardner Michelle NextEra Energy Power Marketing, LLC Generation Owner Gates Kenneth Primary Power LLC Other Supplier Giles Steven Allegheny Electric Cooperative, Inc. Electric Distributor Gill Richard UGI Utilities, Inc. Transmission Owner Greening Michele PPL EnergyPlus, L.L.C. Transmission Owner Griffiths Dan Rep.'g Division of the Public Advocate of State of Delaware End User Customer Griffiths Dan Rep.'g Illinois Citizens Utility Board End User Customer Griffiths Dan Rep.'g Maryland Office of Peoples Counsel End User Customer Griffiths Dan Rep.'g New Jersey Div. of the Ratepayer Advocate End User Customer Griffiths Dan Rep.'g Pennsylvania Office of Consumer Advocate End User Customer Griffiths Dan Rep.'g West Virginia Consumer Advocate Division End User Customer Hastings David Rep.'g Mercuria Energy America, Inc. Other Supplier Hastings David Rep.'g Saracen Energy East LP Other Supplier Hastings David Rep.'g SESCO Enterprises LLC Other Supplier Hastings David Rep.'g Solios Power LLC Other Supplier Hastings David Rep.'g Twin Cities Power, LLC Other Supplier Hirsch Stephen Downes Associates, Inc. Other Supplier Hirsch Stephen Rep.'g Mont Alto, PA (Borough of) Electric Distributor Hirsch Stephen Rep.'g Thurmont, MD (Town of) Electric Distributor Hoatson Tom West Deptford Energy, LLC Generation Owner Horstmann John Rep.'g Citigroup Energy, Inc. Other Supplier Horstmann John Dayton Power and Light Company (The) Transmission Owner Horstmann John Rep.'g Vitol Inc. Other Supplier Horton Dana Appalachian Power Company (AEP Generation) Transmission Owner Huddleston Barry Rock Island Clean Line LLC Other Supplier Hurwich Mark Elliott Bay Energy Trading, LLC Other Supplier

PJM © 2013 2 Jablonski James Rep.'g Borough of Butler, Butler Electric Division Electric Distributor Jablonski James Rep.'g Borough of Lavallette, New Jersey Electric Distributor Jablonski James Rep.'g Borough of Madison, New Jersey Electric Distributor Jablonski James Rep.'g Borough of Milltown Electric Distributor Jablonski James Rep.'g Borough of Park Ridge, New Jersey Electric Distributor Jablonski James Rep.'g Borough of Pemberton Electric Distributor Jablonski James Rep.'g Borough of Seaside Heights, New Jersey Electric Distributor Jablonski James Rep.'g Borough of South River, New Jersey Electric Distributor Jablonski James Rep.'g Vineland Municipal Electric Utility Electric Distributor Jennings Ken Duke Energy Business Services LLC Transmission Owner Johnson Carl Rep.'g American Municipal Power, Inc. Electric Distributor Johnson Carl Rep.'g Blue Ridge Power Agency, Inc. Electric Distributor Johnson Carl Rep.'g Borough of Chambersburg (DTEET) Electric Distributor Johnson Carl Rep.'g Buckeye Power, Inc. Electric Distributor Johnson Carl Rep.'g Central Virginia Electric Cooperative Electric Distributor Johnson Carl Rep.'g City of Dover, Delaware Electric Distributor Johnson Carl Rep.'g Delaware Municipal Electric Corporation Electric Distributor Johnson Carl Rep.'g Easton Utilities Commission Electric Distributor Johnson Carl Rep.'g Energy Cooperative Association of PA Other Supplier Johnson Carl Rep.'g Galt Power Inc. Other Supplier Johnson Carl Rep.'g Hagerstown Light Department Electric Distributor Johnson Carl Rep.'g Illinois Municipal Electric Agency Electric Distributor Johnson Carl Rep.'g Indiana Municipal Power Agency Generation Owner Johnson Carl Rep.'g Madison Gas & Electric Company Other Supplier Johnson Carl Rep.'g North Carolina Municipal Power Agency # 1 Other Supplier Johnson Carl Rep.'g Northern Virginia Electric Cooperative (NOVEC) Electric Distributor Johnson Carl Rep.'g Williamsport, MD (Town of) Electric Distributor Johnson Carl Rep.'g WPPI Energy Other Supplier Kester Erin IBERDROLA RENEWABLES, LLC Generation Owner Kogut George New York Power Authority Other Supplier Lacey Frank Enerwise Global Technologies, Inc. Other Supplier Levine Jeffrey GDF SUEZ Energy Marketing NA, Inc. Other Supplier Lieberman Steven Old Dominion Electric Cooperative Electric Distributor Martin Aaron CMS Energy Resource Management Company Other Supplier Miller Donald FirstEnergy Solutions Corp. Transmission Owner Minalga Jason Invenergy, LLC Generation Owner Norton Chris American Municipal Power, Inc. Electric Distributor O'Connell Robert JPMorgan Ventures Energy Corporation Other Supplier Pakela Greg DTE Energy Trading, Inc. Other Supplier Parker Seth Long Island Lighting Company d/b/a LIPA Other Supplier Philips Marji Hess Corporation Other Supplier Pratzon David Rep.'g Calpine Energy Services, L.P. Generation Owner Pratzon David Rep.'g Edison Mission Marketing and Trading, Inc. Generation Owner Pratzon David Rep.'g Liberty Electric Power, LLC Generation Owner Pratzon David Rep.'g Property Endeavors, LLC End User Customer

PJM © 2013 3 Pratzon David Rep.'g Red Wolf Energy Trading, LLC Other Supplier Rainey Frank PEI Power Corporation Generation Owner Riding MQ Essential Power Rock Springs, LLC Transmission Owner Rohrbach John Rep.'g Southern Maryland Electric Cooperative Electric Distributor Rohrbach John Rep.'g Wabash Valley Power Association, Inc. Electric Distributor Rushing Nathan CPV Maryland, LLC Generation Owner Rutigliano Tom Achieving Equilibrium LLC Other Supplier Rutigliano Tom Rep.'g Demansys Energy, LLC Other Supplier Scarpignato (Scarp) David Direct Energy Business, LLC Other Supplier Schisler Ken EnerNOC, Inc. Other Supplier Scoglietti Barbara Tangent Energy Solutions, Inc. Other Supplier Seelaus Timothy EMC Development Company, Inc. Other Supplier Sidhom Noha Inertia Power I, LLC Other Supplier Sitaraman Nicole Ofc... People's Counsel ... District of Columbia End User Customer Skucas Ruta Rep.'g Alphataraxia Palladium LLC Other Supplier Skucas Ruta Rep.'g Apple Group LLC Other Supplier Skucas Ruta Rep.'g BJ Energy, LLC Other Supplier Skucas Ruta Rep.'g Dyon, LLC Other Supplier Skucas Ruta Rep.'g E Minus LLC Other Supplier Skucas Ruta Rep.'g Great Bay Energy I, LLC Other Supplier Skucas Ruta Rep.'g Hexis Energy Trading, LLC Other Supplier Skucas Ruta Rep.'g LM Power, LLC Other Supplier Skucas Ruta Rep.'g Mac Trading, Inc Other Supplier Skucas Ruta Rep.'g MET MA, LLC Other Supplier Skucas Ruta Rep.'g Monterey MA, LLC Other Supplier Skucas Ruta Rep.'g Pure Energy, Inc. Other Supplier Sudhakara Raghu Rockland Electric Company Transmission Owner Sullivan Megan Duquesne Light Company Transmission Owner Williams Michael Black Oak Energy, LLC Other Supplier Wolfe Samuel Viridity Energy, Inc. Other Supplier

Non-Voting Attendees:

Last Name First Name Company Sector Ainspan Malcolm Energy Curtailment Specialists, Inc. Other Supplier Bainbridge Thomas FirstEnergy Solutions Corporation Transmission Owner Baran Eric Allegheny Electric Cooperative, Inc. Transmission Owner Bayless Charles North Carolina Electric Membership Corporation Electric Distributor Benchek Jim FirstEnergy Solutions Corporation Transmission Owner Bolan Martin FirstEnergy Solutions Corporation Transmission Owner Burns Will Burns Law Firm Not Applicable Canter David AEP Transmission Owner Carmean Gregory OPSI Not Applicable

PJM © 2013 4 Chappelle Laura Chappelle Consulting Not Applicable Cheng Po Talon Capital Not Applicable Christian Adam Red Wolf Energy Trading, LLC Other Supplier Czigler Frank PSEG Energy Resources and Trade LLC Transmission Owner Demuynck Rene New Jersey Board of Public Utilities Not Applicable Denavas Joe Potomac Electric Power Company Electric Distributor Dugan William Monitoring Analytics, LLC Not Applicable Ellison Alan Grays Ferry Cogeneration Partnership Generation Owner Esposito Pati NRG Power Marketing, L.L.C. Generation Owner Feldman Brett Navigant Not Applicable Fisher Amy Linden VFT LLC Transmission Owner Fraiture Christian Royal Bank of Canada Other Supplier Frost Jodi Moxi Liberty Other Supplier Gabrieli Tony Ally Energy LLC. Other Supplier Gilani Rehan ConEdison Energy, Inc. Other Supplier Gowrishankar Vignesh NRDC/FERC Project Not Applicable Grooms Craig Buckeye Power Electric Distributor Hanson Mark Illinois Commerce Commission Not Applicable Hanson John Praesidis Not Applicable Haskins Linda Dominion Resources Not Applicable Heidorn Richard RTO Insider Not Applicable Heizer Fred Ohio PUC Not Applicable Henry Michelle FirstEnergy Solutions Corporation Transmission Owner Herrera Steve Duke Energy Business Services, Inc. Generation Owner Huntoon Stephen NextEra Energy Power Marketing, LLC Generation Owner Hyzinski Tom PPL EnergyPlus, L.L.C. Transmission Owner Icart Eric The Federal Energy Regulatory Commission Not Applicable Irwin Craig Wedbush Securities Not Applicable Johnston David Indiana Utility Regulatory Commission Not Applicable Kiselev Sergey Palama, LLC Other Supplier Kopon Owen Brickfield, Burchette, Ritts & Stone, P.C. Not Applicable Koryl Robert Bank of America Not Applicable Logan Sharon The Federal Energy Regulatory Commission Not Applicable Loiacono Matthew Monitoring Analytics, LLC Not Applicable Long Scott Allegheny Electric Cooperative, Inc. Transmission Owner Ma Alex Invenergy LLC Generation Owner Mahoney Julie New York State Electric & Gas Corporation Other Supplier Mancuso Marie Baltimore Gas and Electric Company Transmission Owner Martin Valerie The Federal Energy Regulatory Commission Not Applicable Mattox Mike MISO Not Applicable Mendenhall Kelly FirstEnergy Solutions Corporation Transmission Owner Mount Colin Supply Company, L.L.C. Transmission Owner Noewer Sharon FirstEnergy Solutions Corporation Transmission Owner Nowicki Linda New Jersey Board of Public Utilities Not Applicable Ondayko Brock AEP Transmission Owner Pach Darcy Duke Energy Generation Owner

PJM © 2013 5 Patterson Paul Glenrock Associates Not Applicable Perrotti Frank New Jersey Board of Public Utilities Not Applicable Rismiller Randy The Illinois Commerce Commission Not Applicable Roads Beth Indiana Utility Regulatory Commission Not Applicable Rutigliano Tom Constellation New Energy Transmission Owner Schaefer Steve Schaefer Consulting Not Applicable Schum Alice Illinois Municipal Electric Agency Electric Distributor Shanker Roy H.Q. Energy Services (U.S.), Inc. Other Supplier Shelton Chris Millenium Power, Inc Not Applicable Sircar Pradeep Office of Utility Consumer Counselor of Indiana Not Applicable Stadelmeyer Rebecca Exelon Business Services Company, LLC Transmission Owner Steimer Scott Bank of America Not Applicable Stuchell Jeff FirstEnergy Solutions Corporation Transmission Owner Swalwell Brad Tangent Energy Other Supplier Tatum Ed Old Dominion Electric Cooperative Electric Distributor Terelmes Steve Ameren Energy Marketing Company Other Supplier Thomas Glen GT Power Group Not Applicable Todd Allen Downes Associates, Inc. Other Supplier Walker Jennifer Exelon Business Services Company, LLC Transmission Owner Watson Mark Platts Not Applicable Webster John Icetec.com, Inc. Other Supplier Wellborn Sam Federal Energy Regulatory Commission Not Applicable Whieldon Esther SNL Not Applicable Wisersky Megan Madison Gas & Electric Company Other Supplier

PJM Attendees:

Last Name First Name Company Sector Anders Dave PJM Interconnection, LLC Not Applicable Baker Scott PJM Interconnection, LLC Not Applicable Bastian Jeff PJM Interconnection, LLC Not Applicable Bhavarju Murty PJM Interconnection, LLC Not Applicable Boston Terry PJM Interconnection, LLC Not Applicable Bratspis David PJM Interconnection, LLC Not Applicable Bresler Stu PJM Interconnection, LLC Not Applicable Bruno Patrick PJM Interconnection, LLC Not Applicable Chandler Priscilla PJM Interconnection, LLC Not Applicable Daugherty Suzanne PJM Interconnection, LLC Not Applicable DeLoash Ron PJM Interconnection, LLC Not Applicable Egan Amanda PJM Interconnection, LLC Not Applicable Esterly Teri PJM Interconnection, LLC Not Applicable Fabiano Janell PJM Interconnection, LLC Not Applicable Falin Thomas PJM Interconnection, LLC Not Applicable Flynn Paul PJM Interconnection, LLC Not Applicable Ford Adrien PJM Interconnection, LLC Not Applicable

PJM © 2013 6 Foster Denise PJM Interconnection, LLC Not Applicable Hendrzak Chantal PJM Interconnection, LLC Not Applicable Herling Steven PJM Interconnection, LLC Not Applicable Herman Michael PJM Interconnection, LLC Not Applicable Hugee Jacqulynn PJM Interconnection, LLC Not Applicable Keech Adam PJM Interconnection, LLC Not Applicable Kendall Ross PJM Interconnection, LLC Not Applicable Kirby James PJM Interconnection, LLC Not Applicable Kormos Michael J. PJM Interconnection, LLC Not Applicable Langbein Pete PJM Interconnection, LLC Not Applicable Manion Evelyn PJM Interconnection, LLC Not Applicable McGlynn Paul PJM Interconnection, LLC Not Applicable McNamara Sean PJM Interconnection, LLC Not Applicable Ott Andrew L. PJM Interconnection, LLC Not Applicable Pilong Chris PJM Interconnection, LLC Not Applicable Pitts Marcus PJM Interconnection, LLC Not Applicable Riley Susan PJM Board of Managers Not Applicable Rocha Patricio PJM Interconnection, LLC Not Applicable Schneider Howard PJM Board of Managers Not Applicable Sechrist Erin PJM Interconnection, LLC Not Applicable Sims Mark PJM Interconnection, LLC Not Applicable Slusser Jeff PJM Interconnection, LLC Not Applicable Souder Michelle PJM Interconnection, LLC Not Applicable Tribulski Jennifer PJM Interconnection, LLC Not Applicable Weiss Glenn PJM Interconnection, LLC Not Applicable Williams Stan PJM Interconnection, LLC Not Applicable

1. ADMINISTRATION A. Mr. Anders announced the following new member companies approved for PJM membership since the last meeting, bringing the total membership to 879: x Genbright LLC (Voting Member) select the Other Supplier sector x Power Supply Services, LLC (Voting Member) selected the Generation Owner sector x THG Energy Solutions, LLC (Voting Member) select the Other Supplier sector

Mr. Anders noted that two members had withdrawn since the last meeting. B. Mr. Anders confirmed the presence of a quorum. C. Mr. Anders reminded participants of Anti-trust and Code of Conduct requirements.

2. CONSENT AGENDA The following items were approved/endorsed by acclamation with no objections and one abstention. A. draft minutes of the October 24, 2013 meeting B. updated IRM, FPR and DR Factor for 2014/15, 2015/16, 2016/17 and 2017/18 delivery years

PJM © 2013 7 3. MAXIMUM IMPORT LEVEL Mr. Sims discussed proposed Tariff and Reliability Assurance Agreement (RAA) revisions related to RPM planning parameters. Mr. Pratzon offered a friendly amendment to remove the requirement that an external resource be committed to an internal load to qualify for an exemption from the import limit. Mr. Barker and Ms. Fahey objected to this being friendly, and therefore it was not incorporated into the main motion. Mr. Pratzon moved and Mr. Schofield seconded that this be considered as an alternate proposal. Following discussion, the main motion failed in a sector- weighted vote with 1.57 in favor. Following discussion, the alternate motion was approved in a sector-weighted vote with 4.26 in favor.

4. CLEARING OF LIMITED DEMAND RESPONSE (DR) RESOURCES Mr. Lieberman presented and moved, and Mr. Schofield seconded, a proposal of Old Dominion Electric Cooperative (ODEC) regarding clearing of Limited DR in the RPM auctions. Mr. Schisler moved and Mr. Lacey seconded that the vote on this motion be deferred to the December 9, 2013 Members Committee (MC) meeting. Following discussion, Mr. Schisler and Mr. Lacey withdrew their motion to defer. failed in a sector-weighted vote with 2.92 in favor. Mr. Horstmann moved and Mr. Gates seconded CSTF “Package A”, the Markets and Reliability Committee’s main motion. Following discussion, this motion failed in a sector-weighted vote with 2.23 in favor. Mr. Rohrbach moved and Ms. Bruce seconded CSTF “Package B”. Following discussion, the main motion failed in a sector-weighted vote with 2.71 in favor.

5. ELECTIONS A. Mr. Fitch presented the following sector representatives to the Nominating Committee (NC). The MC elected these representatives to the NC by acclamation with no objections or abstentions. x Electric Distributor Sector Lisa McAlister, American Municipal Power x End Use Customer Sector Jackie Roberts, West Virginia Consumer Advocate Division x Generation Owner Reem Fahey, Edison Mission x Other Supplier Sector Joe Wadsworth, Vitol x Transmission Owner Sector Paul Napoli PSEG

B. Mr. Fitch presented the following sector representatives to the Finance Committee (FC). The MC elected these representatives to the FC by acclamation with no objections or abstentions. x Electric Distributor Sector Charlie Bayless, NCEMC (replacing Steve Lieberman, ODEC) x End Use Customer Sector None x Generation Owner Joe Kerecman, Calpine x Other Supplier Sector None x Transmission Owner Sector None

C. Mr. Fitch presented the following Sector Whips. The MC elected these Sector Whips by acclamation with no objections or abstentions. x Electric Distributor Sector Steve Lieberman, ODEC x End Use Customer Sector Susan Bruce, PJM Industrial Customer Coalition x Generation Owner Joe Kerecman, Calpine x Other Supplier Sector Katie Guerry, EnerNOC x Transmission Owner Sector John Horstmann, Dayton Power & Light

D. Mr. Fitch presented Mr. Jablonski, representing the Electric Distributor Sector, to be the MC Vice Chair for 2014. The MC elected Mr. Jablonski by acclamation with no objections or abstentions.

6. MEMBERSHIP WITHDRAWAL TIMING

PJM © 2013 8 Mr. Anders presented a proposed problem statement and issue charge regarding the OA timing requirements for withdrawal from PJM membership. The committee will be asked to approve the proposed problem statement and issue charge at its next meeting.

7. RTEP/TRANSMISSION ISSUES – “EASILY RESOLVED CONSTRAINTS” Mr. McGlynn explained the need to update the wording of one aspect of this previously endorsed proposal prior to filing the proposal with FERC.

8. MC VICE CHAIR REPORT A. Mr. Horton provided update on 2013 Members Committee Annual Plan, noting items that will carry over into 2014. B. Mr. Horton discussed plans for the December 10, 2013 General Session.

9. WEBINAR FEEDBACK No items were identified for further discussion from the November 18, 2013 Members Committee Webinar.

10. FUTURE AGENDA ITEMS No new future agenda items were identified.

11. FUTURE MEETINGS December 9, 2013 10:00 AM Valley Forge, PA and Teleconference/WebEx January 30, 2014 1:15 PM Wilmington, DE February 27, 2014 1:15 PM Wilmington, DE March 27, 2014 1:15 PM Wilmington, DE April 24, 2014 1:15 PM Wilmington, DE May 15, 2014 9:30 AM Cambridge, MD June 26, 2014 1:15 PM Wilmington, DE July 31, 2014 1:15 PM Wilmington, DE September 18, 2014 1:15 PM Wilmington, DE October 30, 2014 1:15 PM Wilmington, DE November 20, 2014 1:15 PM Wilmington, DE

Author: D. A. Anders Docs #: 773601, v.1

PJM © 2013 9