1. Alliance Update Illinois Commerce Commission Electric Policy Committee July 10, 2001

2. Page 2 Alliance Update ä ä 1. Background on Alliance RTO ä ä 2. Transco Business Model ä ä 3. Settlement with MISO ä ä 4. Transmission Rates ä ä 5. Status of Infrastructure Development ä ä 6. Market Development Issues ä ä 7. Stakeholder Process

3. Page 3 Background on Alliance RTO CompanyGeneration ApproximateMiles ofService Area CapacityPeak LoadTransmission(Sq. Miles)(MW) AEP23,90024,00022,00045,400 Ameren13,00011,5005,12018,000 ComEd26,30021,0004,77911,500 Consumers Energy8,0007,5005,30027,800 DP&L3,3003,0002,1546,000 DTE (ITC)10,30010,7003,0007,600 FirstEnergy12,00012,0007,00013,200 Illinois Power4,8004,1002,80015,000 NIPSCO3,4003,0002,70015,000 Virginia Power17,60016,3006,00030,000 Alliance Total122,600113,10060,853189,500

4. Page 4 Alliance RTO

5. Page 5 Background on Alliance RTO Initial Discussions in December 1997 Desire of companies to have a for-profit Transco rather than a non-profit ISO operate the transmission system First FERC filing in June 1999 FERC approved most aspects of Alliance proposal to be an RTO in January 24, 2001 order RTO filing on January 16, 2001

6. Page 6 Transco Business Model ä Alliance RTO will operate as a for- profit transco ä Transmission Owners can transfer control of their facilities through ä Operating Agreement (Class C shares) ä Divestiture (Class B shares) ä Managing Member holds Class A shares

7. Page 7 Transco Business Model ä Alliance RTO can own transmission - owner operator ä Alliance RTO in discussions with National Grid UK about the possibility of National Grid becoming managing member

8. Page 8 Settlement with MISO ä FERC ordered settlement conference in January 24 Order ä Thirteen full days of settlement negotiations ä Private meetings between parties and with the Chief Judge held ä 90 and 135 participants each day and ten or more parties on the speaker phone

9. Page 9 Settlement Participants ä Alliance Transmission Owners, including ComEd, IP, Ameren ä MISO, Inc. ä MISO Transmission Owners ä Power marketers/IPPs ä State regulators ä Consumer groups ä Others ä Chief ALJ Curtis Wagner presiding

10. Page 10 Settlement with MISO ä Ameren, ComEd and IP allowed to leave MISO, on payment to MISO of $60 million ä Payment avoids a MISO bankruptcy and gets them to startup ä FERC approved settlement on May 8, 2001 with minor modifications

11. Page 11 Settlement with MISO ä ARTO will be Transmission Provider ä Calculation of ATC ä Administer OATT ä Administer generator interconnection procedures ä ARTO will be the Security Coordinator ä All load under the ARTO OATT ä TOs will take service for bundled load ä Existing control area operators will continue to operate control areas in near- term

12. Page 12 Key Settlement Terms: Joint Rate for MISO, ARTO ä Single rate for transactions sourcing and sinking in MISO or ARTO, as constituted on 2/28/01 ä ARTO rate design to be used ä Zonal rates to recover revenues lost ä Working on obtaining data for calculation ä Effort to be made to develop joint rate for PJM, MISO and ARTO by November 15, 2001 ä If no agreement, any party free to make unilateral proposal

13. Page 13 Key Settlement Terms: Inter-RTO Cooperation ä Inter-RTO Cooperation Agreement ä Provides for coordination of planning, congestion management, security coordination, business practices across region ä Includes timetable for development of protocols and procedures ä Joint Independent Market Monitor selected with MISO and SPP

14. Page 14 Transmission Rates ä Zonal rates for a transition period through December 31, 2004 ä Elimination of pancaking within Alliance RTO and MISO (super-region) ä Zonal rates have three parts ä Zonal Facilities Charge ä Zonal Transition Adjustment - make up for loss of revenues due to elimination of pancaking within Alliance ä Super-Regional Adjustment - make up for loss of revenues due to elimination of pancaking between Alliance and MISO ä Out-and-Through Rate - non-pancaked

15. Page 15 Alliance Implementation Schedule ä FERC Order No. 2000 effectively requires all public utilities to participate in an RTO that will be operational by Dec. 15, 2001 ä ARTO - MISO Settlement has financial disincentive for not making Dec. 15 date ä The ARTO implementation schedule is aggressive ä 7/9/01 - System testing begins ä 8/27/01 - Operational Trials (formerly called Market Trials) begin ä 12/15/01 - ARTO In-Service day one operation

16. Page 16 Alliance Implementation ä ARTO implementation organization ä Formed temporary organization, sometimes referred to as BridgeCo, to manage implementation ä Hired a Bridgeco CEO - Tony Schuster formerly of NSP ä Seconded five full-time managers from other utilities for Bridgeco, and 20 additional employees seconded on a part-time basis ä ARTO implementation approach ä Distributed verses centralized ä Utilize existing infrastructure and systems to the greatest extent

17. Page 17 Market Development Issues ä Day 1 ä Balancing Market - voluntary bid-based ä Congestion Management - similar to today ä Mandatory Redispatch for emergencies ä Voluntary bilateral redispatch between generators and customers if insufficient transmission capacity ä Day 2 ä LMP in real-time ä Tradeable flowgate rights

18. Page 18 Some Market Development Issues ä Day 1 ä Pay-as-Bid vs. Market Clearing Price ä Day 2 ä Character of flowgate rights - physical, financial ä How will flowgate rights be distributed - allocation, auction ä Commercial vs. Operational Congestion ä Being discussed in Market Development Advisory Group

19. Page 19 Customer Advisory Process ä March 22 Stakeholder Meeting ä Market Development Advisory Group (MDAG) Meeting ä Meetings approximately every two weeks since April 24, 2001 ä Next meeting on July 18 in Chicago ä Generator Interconnection Agreement ä May 2 - Concourse Hotel, Columbus, OH ä answer to questions posed after March 22 meeting posted ä Joint meeting with MISO - June 7 - 8 ä Impediments to Performance of other regional transmission entities in the US/Methods of compensation small transmission owners ä June 21 ä Proposed Interconnection Agreement for Load Serving Entities ä July 11 - Concourse Hotel, Columbus, OH ä Customer Education: Began effort in MDAG meetings, continuing with meeting July 19 and monthly thereafter. ä Information posted at http://www.alliancerto.com