<p> APPROVED MINUTES OF THE ERCOT BOARD OF DIRECTORS EXECUTIVE SESSION CONFERENCE CALL 9:00 a.m. May 30, 2002</p><p>Chairman Jack Hawks called the Meeting to order. Margaret Pemberton called roll and determined a quorum was present.</p><p>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</p><p>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. </p><p>Board members each described their position on the matter, disclosing their interests in the proceeding as Interveners:</p><p>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</p><p>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</p><p>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. </p><p>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.</p><p>The Meeting was adjourned at approximately 10:30 a.m. </p><p>______Margaret Pemberton, Corporate Secretary</p><p>2</p>