1. May 13, 2008 COPS Commercial Operations Subcommittee (COPS) Procedures Review ERCOT Market Rules

2. 2 COPSMay 13, 2008 COPS Procedure Review ERCOT Governance Structure Scope and Function of COPS Working Groups and Task Forces Membership and Market Segments Meetings –Quorum –Alternate Representatives and Proxies –Voting –Telephone and E-Mail Voting –Notice and Agenda Setting –Meeting Management –Resources

3. 3 COPSMay 13, 2008 ERCOT Governance Structure ERCOT Board of Directors Technical Advisory Committee (TAC) Standing Subcommittees –Protocol Revision Subcommittee (PRS) –Reliability and Operations Subcommittee (ROS) –Wholesale Market Subcommittee (WMS) –Retail Market Subcommittee (RMS) –Commercial Operations Subcommittee (COPS) COPS Communication Working Group Data Extracts Working Group Profiling Working Group Settlement and Data Aggregation Working Group

4. 4 COPSMay 13, 2008 Scope of COPS The scope and functions of COPS are prescribed in the Commercial Operations Subcommittee Procedures. The COPS will: Improve the current commercial operations processes; Integrate the Retail variance process and the Wholesale Market Settlements Processes, including dispute resolution; Address the overall settlements calendar; Maintain the Commercial Operations Market Guide and Load Profiling Guide; Address market participant communication needs for commercial operations issues; Provide comments as appropriate on System Change Requests (SCRs), Protocol Revision Requests (PRRs) and other projects with respect to impacts on commercial operations; Identify implications to commercial operations associated with changing market features; Address market participant data needs for shadow settlements ; Address overall market data extract, data delivery and data presentation needs; Provide a forum for implementation of ERCOT Protocol revisions that have commercial implications; Identify settlement related processes performance metrics and tracking through reporting; Provide a forum for discussion of commercial operations issues and make appropriate recommendations; and Load profiling.

5. 5 COPSMay 13, 2008 Responsibilities of COPS The Subcommittee shall: Prepare and submit a Protocol Revision Request for any issues identified that require a change to the ERCOT Protocols. Provide liaisons to the other TAC subcommittees, who shall report back to the COPS on a regular basis. Review Protocol Revision Requests for effects on the commercial settlement process. Report to TAC on a regular basis or as otherwise directed by TAC. The subcommittee chair or vice chair shall normally attend TAC meetings.

6. 6 COPSMay 13, 2008 Working Groups and Task Forces COPS may form standing working groups and task forces to assist in carrying out its functions. The members of the working group shall elect from amongst themselves a chair and vice chair, subject to confirmation by the COPS, for a one-year term on a calendar year basis or until the working group is no longer required. The duration and activities of the working groups and task forces are limited to tasks assigned by COPS. COPS working groups and task forces are not voting bodies – The chairs of these bodies must report recommendations to COPS, including all minority positions. Materials submitted by working groups that require COPS approval will be submitted to COPS members for review one week prior to the scheduled COPS meeting.

7. 7 COPSMay 13, 2008 Membership COPS Representatives shall be elected or appointed according to the provisions of the TAC Procedures related to Standing TAC Subcommittees. COPS Representatives shall be selected annually in December of each year for service in the following calendar year. COPS shall be comprised of two Standing Representatives of members from each Market Segment appointed or elected from within the Segment. A vacancy shall be filled by the same means used to elect or appoint the previous COPS Representative. Each person (other than the Residential Consumers Representative) serving on COPS must be an employee or agent of a Member. If an employee/agent of a Member is elected or appointed to serve on COPS, such a person is only eligible to serve in such capacity so long as he/she is an employee/agent of the same Member as he/she was at the time of such election or appointment.

8. 8 COPSMay 13, 2008 Market Segments Each Voting Entity belongs to a Market Segment and may not change Market Segment alignment during the year. Voting Segments: –Independent Generators –Independent Power Marketer –Retail Electric Provider –Municipally Owned Utility –Investor Owned Utility –Electric Cooperative –Consumers: Residential Industrial Commercial

9. 9 COPSMay 13, 2008 Quorum and Voting Structure Quorum In order to take action, a quorum must be present. A quorum is defined as at least one Standing Representative in each of at least four Market Segments. Voting Each Market Segment has one segment vote. Each eligible Voting Entity receives one vote (i.e. one company/one vote). Voting Entities are ERCOT Corporate Members, ERCOT Associate Members, and ERCOT Adjunct Members. Each participating Voting Entity receives an equal fraction of its Segment Vote. Abstentions are allocated to the Voting Entities within that Market Segment. Note Consumer Market Segment exceptions

10. 10 COPSMay 13, 2008 Consumer Market Segment Exceptions The Consumer Market Segment is divided into three sub-segments: –Residential; –Commercial; and –Industrial. The Consumer Market Segment holds 1.0 segment votes, with each sub-segment holding 1/3 of the vote. Residential Consumer Market Segment voting participation is limited to standing representatives or designated alternate. Absent sub-segment fractional votes are allocated equally to participating sub-segments. Abstentions are not re-allocated and are not included in the vote tally.

11. 11 COPSMay 13, 2008 Votes Voting items must be properly noticed: agenda items requiring a vote of COPS must be published at least one week prior to the meeting unless an emergency condition suggests otherwise. Only one representative of each Voting Entity present at the meeting may vote. A motion passes when a majority of the aggregate of the fractional Segment votes are –(i) affirmative and –(ii) a minimum total of three. E-mail votes require eight affirmative votes of Standing Members to pass. The results of all votes taken will be reported to TAC, whether or not the vote passed.

12. 12 COPSMay 13, 2008 Alternates and Proxies Alternate Representatives and Proxies must be designated in writing and sent to the Stakeholder Services Mailbox: StakeholderServices@ercot.com StakeholderServices@ercot.com Alternate Representative A Standing Representative may designate in writing an Alternate Representative who may attend meetings, vote on his/her behalf and be counted toward establishing a quorum. Proxy A Standing Representative may designate in writing a Proxy who may attend meetings, vote on his/her behalf, but not be counted toward establishing a quorum.

13. 13 COPSMay 13, 2008 Telephone and Email Voting Email Voting An e-mail vote may only be initiated by chair or vice chair. It must include a detailed description of the issue or proposition. Email votes are primarily conducted for administrative purposes. Votes shall be submitted for tallying by the close of two Business Days after Notification of the vote. E-mail votes require eight affirmative votes to pass. Telephone Voting COPS does not allow telephone voting.

14. 14 COPSMay 13, 2008 Notice and Agenda Setting All meeting announcements and agendas must be properly noticed at least one week prior to the meeting date, unless an emergency condition requires shorter notice. An emergency condition is a condition that threatens the public health or safety, or a reasonably unforeseen situation. Meeting notices shall be sent to the subcommittee distribution list and posted on the ERCOT website. The COPS Chair and Vice Chair set the agenda. Items requiring a vote that were not properly noticed will require a vote to declare them an emergency condition. Once an emergency condition has been declared, COPS can vote on an issue.

15. 15 COPSMay 13, 2008 Meeting Management Call meeting to order. Note the Anti-Trust Admonition. Acknowledge any Proxies (do not count towards a quorum) or Alternate Representatives (count towards a quorum). Confirm that a quorum is present. Review agenda and announce any changes. Proceed through agenda - all submitted written comments to pending issues should be addressed. Bring issues to a vote. Each motion must be seconded. Motion becomes subject to debate. The vote: Voice vote or show of hands – used when there is a clear consensus. Roll-call vote – used when a voting record is desired or when there is no clear consensus on the issue. Any participant may request a roll-call vote. Announcement of vote results – the Chair must always announce the results of the vote.

16. 16 COPSMay 13, 2008 Resources Anti-Trust Admonition ERCOT’s Amended and Restated By-Laws. http://www.ercot.com/about/governance/index.html Technical Advisory Committee Procedures. http://www.ercot.com/committees/board/tac/index.html Subcommittee Procedures (COPS, PRS, WMS, RMS, and ROS). http://www.ercot.com/committees/board/tac/cops/index.html ERCOT Protocols (Section 21, Process for Protocol Revision). http://www.ercot.com/mktrules/protocols/current/21-020108.doc ERCOT membership. http://www.ercot.com/about/governance/members/index.html Roberts Rules of Order Newly Revised (RONR),10th ed. (Cambridge, Mass.: Perseus Publishing, 2000) or simply Robert’s Rules. http://www.robertsrules.com/http://www.robertsrules.com/ ; http://www.robertsrules.org/http://www.robertsrules.org/ ; http://www.rulesonline.com/http://www.rulesonline.com/ ; or http://www.roberts-rules.com/

17. 17 COPSMay 13, 2008 The End Questions?