Southwest Power Pool, Inc.

SPECIAL MEETING OF MEMBERS

Rushmore Plaza Holiday Inn, Rapid City, SD

July 25, 2016

Agenda Item 1 - Administrative Items

SPP Board of Directors Chair Mr. Jim Eckelberger called the meeting to order at 1:00 p.m. Mr. Eckelberger asked for a round of introductions. There were 95 people in attendance either in person or via the phone representing twenty-nine Members (Attendance – Attachment 1). Mr. Jim Eckelberger reported proxies (Proxies – Attachment 2).

Agenda Item 2 – Election of Board Members

Mr. Nick Brown provided some background on the Corporate Governance Committee (CGC) and in the process of selecting candidates for the Reginal Entity (RE) Trustee positions for nomination to the Membership. The CGC was tasked with expanding the RE Trustee slate from three and up to four positions. In February the CGC utilized the assistance of the executive search firm Russell Reynolds Associates to aid in the search for new candidates. Originally the search was for one candidate to two when and in March Mr. John Meyers resigned from the Trustees due to a conflict of interest. Twenty-two resumes were submitted for review by the committee in early June. The committee narrowed down the selection to eight for in-person interviews. The CGC unanimously agreed on the two candidates on the ballot. Mr. Steve Whitley and Mr. Mark Maher both provided a brief introduction. There were no questions by the Membership. Mr. Brown reviewed the slide provided that showed the members that are eligible to vote, (RE Trustee Background – Attachment 3). He reminded everyone that those companies with affiliate relationships can cast only one vote. There are two positions open and each member eligible to vote must vote for two people. Chairman Eckelberger asked at this time if there were any nominations from the floor, seeing none the voting process continued and ballots were cast. The eligible Membership voted.

Mr. Mark Maher and Mr. Stephen Whitley were welcomed and congratulated on their positions as the new RE Trustees.

Adjournment

With no further business, Mr. Eckelberger adjourned the Special Meeting of Members at 1:17 p.m.

Respectfully Submitted,

Paul Suskie, Corporate Secretary

7/19/16

Southwest Power Pool, Inc.

BOARD OF DIRECTORS/MEMBERS COMMITTEE MEETING July 25-26, 2016

Rushmore Plaza Holiday Inn – Rapid City, SD • A G E N D A •

July 25, 2016 1:00PM – 5:00PM CDT July 26, 2016 8:00AM – 12:00 PM

Special Meeting of Members

1. Call to Order…………………………………………………………………………..Mr. Jim Eckelberger

2. Corporate Governance Committee………………………………………………………Mr. Nick Brown

a. Election of Regional Entity Trustees

Board of Directors/Members Committee Meeting

1. Call to Order and Administrative Items…………………………………………….Mr. Jim Eckelberger

2. Reports to the Board

a. President’s Report………………………………………………………………..Mr. Nick Brown

b. Regional State Committee Report……………………………...Commissioner Patrick Lyons

c. Federal Energy Regulatory Commission Report…………………………..Mr. Patrick Clarey

d. Regional Entity Trustees Report…………………………………………..Mr. Dave Christiano

e. Oversight Committee Report……………………………………………….......Mr. Josh Martin

i. Annual State of the Market Report…………………………….....Mr. Alan McQueen

3. Consent Agenda

a. Approve April 26, 2016 and June 13, 2016 Special Meeting Minutes

b. MWG

i. RR153 Offer Database Roll Forward

ii. RR7 MPRR 155 Modifications of OOME Rules (Withdraw)

iii. RR161 Commitment Level Cost Recovery and MCR Settlement Design

Enhancements

iv. RR165 Appendix G Cleanup

v. RR 166 Interim TCR Process Removal

vi. RR167 EESL Clarification

c. ORWG

i. RR159 Alignment of Outage Coordination Methodology

d. RTWG

i. RR160 Generation and Transmission Service in the ITP

ii. RR163 ITP Manual Reference Corrections

e. Staff

i. Q3 2016 Cost Variances

ii. 2016 ITPNT Scenario 5 Projects

iii. NTC Modification (SPS Ratings Changes)

iv. NTC Modification (Stegall 245-115kV Substation)

v. 2016 ITPNT Short-Term Reliability Project Report

4. Finance Committee Report……………………………………………………………..Mr. Harry Skilton

a. Recommendation Administrative Fee Rate Cap

b. Recommendation Financial & Benefit Plan Audit Engagement

5. Strategic Planning Committee Report…………………………………………………Mr. Michael Wise

6. Markets and Operations Policy Committee Report………………………………Mr. Noman Williams

a. Staff

i. Z2 Payment Plan/Current Z2 Obligations

ii. Z2 Waiver Requests

iii. Linwood 115 kV Reactor

iv. Kummer Ridge Roundup 115kV

v. Walkemeyer Phase 1 and Phase 2

b. RCAR II

7. Future Meetings………………………………………………………………………Mr. Jim Eckelberger

2016 RET/RSC/BOD – October 24-25………………………………..Little Rock * There will be a dinner celebrating the 75th Anniversary at the Marriott Downtown after the RSC meeting on October 24. Everyone is requested to RSVP at 75thanniversary@spp.org. BOD – December 6………………….………..………………….Little Rock

2017 RET/RSC/BOD – January 30-31………………………………...Dallas, TX RET/RSC/BOD – April 24-25…………………………………….Tulsa, OK BOD – June 12-13…………………………………………………Little Rock, AR RET/RSC/BOD – July 24-25…………..………………………….Denver, CO RET/RSC/BOD – October 30-31…………………………………Little Rock, AR BOD – December 5…………………….………………………….Little Rock, AR

* Box lunches will be provided to participants on July 26 immediately follow the meeting. A separate lunch meeting for the Board and Members Committee will also follow the end of the Meeting on the 26th.

From: Hudson, DavidTo: Shaun Scott; Nick BrownCc: Grant, William; Cude, Bruce; Johnson, ChristySubject: PROXY - Bill Grant for David HudsonDate: Thursday, May 12, 2016 1:03:58 PM

Shaun, I will not be in attendance. Therefore, I designate Bill Grant as my Members Committee proxy. Thank you. David T. HudsonXcel Energy | Responsible By NaturePresident, Southwestern Public Service Company (SPS)600 S. Tyler St., Suite 29B01 Amarillo, TX 79101P: 806.378.2824E: david.hudson@xcelenergy.com________________________________________________XCELENERGY.COM Please consider the environment before printing this email This e-mail, and any attachments, may contain confidential orprivate material for the sole use of the intended recipient(s). If you are not the intended recipient, please contact the sender by reply mail and delete all copies of this message and any attachments.

From: Shaun Scott [mailto:smscott@spp.org] Sent: Wednesday, May 11, 2016 1:38 PMTo: SPP BOD (Members Only); SPP BOD - Members Committee (Members Only); Officers; SPP RE Trustees; SPP Regional State Committee (Members Only)Subject: SPP Board of Directors/Members Committee Meeting - 7/25-26/16

XCEL ENERGY SECURITY NOTICE: This email originated from an external sender. Exercise caution before clicking on any links or attachments and consider whether you know the sender. For more information please visit the Phishing page on XpressNET.

Make plans to attend the Quarterly SPP Board of Directors/Members Committee Meeting on July 25 (12:00pm - 5:00pm) and July 26, 2016 (8:00am - 12:00pm) at the Rushmore Plaza Holiday Inn. Please register your in-person or teleconference attendance at: Meeting Registration. Other meetings scheduled at the same location:

July 25 – SPP Regional Entity Trustees Meeting (7:30 AM - 12:00 PM) - RET Registration: Meeting Registration ***You will need to have set up an account and be logged in to register for the meetings.***

Hotel InformationLocation: Rushmore Plaza Holiday InnMeeting Room: Dakota BallroomAddress: 505 North Fifth StreetCity: Rapid CityState: South DakotaZip: 57701Phone: 605-348-4000Sleep Rooms: Ask for the Southwest Power Pool group rate of $145.00. Cut-off date: June 24, 2016.http://www.ihg.com/holidayinn/hotels/us/en/rapid-city/rapcc/hoteldetail?

qAdlt=1&qBrs=6c.hi.ex.rs.ic.cp.in.sb.cw.cv.ul.vn&qChld=0&qFRA=1&qGRM=0&qGrpCd=SPP&qPSt=0&qRRSrt=rt&qRef=df&qRms=1&qRpn=1&qRpp=12&qSHp=1&qSmP=3&qSrt=sBR&qWch=0&srb_u=1&icdv=99801505&icdv=99801505 If you have any questions please contact me. Shaun ScottAssistant Corporate Secretary201 Worthen Drive • Little Rock, AR 72223-4936office: 501.688.2524 • cell: 501.941.4956 • smscott@spp.org

From: Walters KellyTo: Shaun ScottCc: Meyer, Fred; Nick BrownSubject: **External Email** board meetingDate: Friday, July 22, 2016 2:33:11 PM

Shaun, A conflict has come up and I will not be able to make the board meeting. Fred Meyer will serve as my proxyfor the meeting. Please let me know if you need additional information.

----------------------------------------------------------------------Note: To protect against computer viruses, e-mail programs may prevent sending or receiving certain types of fileattachments. Check your e-mail security settings to determine how attachments are handled.

--This e-mail and any files transmitted with it are the property of THE EMPIRE DISTRICT ELECTRIC COMPANY,are confidential, and are intended solely for the use of the individual or entity to whom this email is addressed. Ifyou are not one of the named recipients or otherwise have reason to believe that you have received this message inerror, please delete this message immediately from your computer and contact the sender by telephone at (417)-625-5100.Any other use, retention, dissemination, forwarding, printing or copying of this email is strictly prohibited.

From:To:

Subject:Date:

Crissup, PhilShaun Scott; Carl Monroe

**External Email** RE: Notice for the Special Meeting of Members - 7/25/16 Wednesday, July 06, 2016 8:07:16 AM

Shaun and Carl;

By this email, please be advised that Mr. Greg McAuley, Director of RTO Policy & Development atOklahoma Gas and Electric Company, has my proxy to vote on my behalf on all matters to comebefore the July 2016 SPP Members Committee/Board of Directors meeting, including the SpecialMeeting of Members.

Thank you,

Philip L CrissupVice President Utility Technical SupportOG&E

Regional Entity Trustee ElectionSpecial Meeting of Members

7/25/16

Nick Brown

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SPP Members That Can Vote in RE Elections1. American Electric Power – voting as a single Member:

a. AEP Oklahoma Transmission Company, Inc.

b. Public Service Company of Oklahoma

c. Southwestern Electric Power Company

d. Transource Energy, LLC 1

2. Arkansas Electric Cooperative Corporation

3. Board of Public Utilities of Kansas City, Kansas

4. Boston Energy Trading and Marketing LLC

5. City of Coffeyville

6. City of Independence, Missouri

7. City Utilities of Springfield

8. Clarksdale Public Utilities Commission

9. Cleco Power, LLC

10. Dogwood Energy, LLC

11. East Texas Electric Cooperative, Inc

12. The Empire District Electric Company

13. Flat Ridge 2 Wind Energy, LLC

14. Golden Spread Electric Cooperative, Inc.

15. Grand River Dam Authority

16. ITC Great Plains, LLC

17. Kansas City Power & Light Company

18. Kansas Electric Power Cooperative, Inc.

19. Lafayette Utilities System

20. Lea County Electric Cooperative, Inc.

21. Louisiana Energy and Power Authority

22. Midwest Energy, Inc.

23. NextEra Energy Resources, LLC

24. Northeast Texas Electric Cooperative, Inc.

25. Oklahoma Gas and Electric Company

26. Oklahoma Municipal Power Authority

27. Public Service Commission of Yazoo City

28. Rayburn Country Electric Cooperative, Inc.

29. Southwestern Public Service Company

30. Sunflower Electric Power Corporation

31. Tenaska Power Services Co.

32. Tex-La Electric Cooperative of Texas, Inc.

33. Tri-County Electric Cooperative, Inc.

34. Westar Energy, Inc.

35. Western Farmers Electric Cooperative1 Transource Energy, LLC also has an Affiliate Relationship with Kansas City Power & Light Company per attribute (a) as defined in Bylaws Section 1.0, Affiliate Relationships

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Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE

Recommendation to the Membership July 25, 2016

NOMINATIONS TO FILL TWO REGIONAL ENTITY TRUSTEE POSITIONS

Background Representatives on the Regional Entity Trustees are elected by the Membership to serve three- year terms, with vacancies filled for the unexpired terms.

On July 28, 2015, SPP’s Corporate Governance Committee (CGC) recommended that SPP’s Bylaws be amended to add up to one additional Regional Entity (RE) Trustee position by which the RE Trustees “shall consist of up to four (4) persons, but no less than three (3) persons.”

At the annual meeting of Members on October 27, 2015, the SPP Membership approved the CGC’s recommendation to expand the RE Trustees by up to one additional position. The NERC Board of Trustees approved these “Regional Entity Rules” changes at its Board meeting on November 5, 2015. The Federal Energy Regulatory Commission accepted SPP’s bylaws submittal on January 7, 2016 (effective January 29, 2016) and NERC’s amended delegation agreement submittal on January 13, 2016.

Additionally, in March 2016, an existing RE Trustee position was vacated upon Mr. John Meyers’ resignation from the SPP RE Trustees.

Analysis The CGC is responsible for nominating candidates for election to the RE Trustees.

On February 25, 2016, the CGC approved SPP staff hiring of Russell Reynolds Associates (RRA) to identify potential candidates for an RE Trustee position based on criteria to be specified by the RE. The committee also agreed to form a task force to manage the search process and conduct the interviews.

On June 6, 2016, the CGC task force reviewed twenty-two potential candidates for two RE Trustee positions. After lengthy discussions, the task force agreed to interview eight candidates.

On June 9-10, 2016, the CGC task force interviewed eight candidates for two RE Trustee positions. At the conclusion of the meeting, the task force narrowed the candidates to two.

On June 10, 2016, the CGC approved the task force’s nominations. The following are its nominees for election to the SPP RE Trustees for terms to commence immediately upon election.

Regional Entity Trustees: Mark Maher (term to end December 31, 2018)*

The following is nominated to fill a vacancy on the RE Trustees:

Stephen Whitley (term to end December 31, 2016)*†

* The bio for each nominee is attached for reference. † The CGC has also nominated Mr. Whitley for a three-year term (2017-2019) for election at the annual meeting of Members in October 2016.

4

Other nominations for the RE Trustees may be made from the floor. Approved Corporate Governance Committee June 10, 2016

Action Requested

Conduct the elections

5

Southwest Power Pool, Inc. SPECIAL MEETING OF MEMBERS

July 25, 2016

Ballot for SPP Special Election for Regional Entity Trustee Positions

SPP REGIONAL ENTITY TRUSTEES:

(All Members who are Registered Entities in the SPP RE footprint should vote for 2 nominees -- with Members with Affiliate Relationships voting as a single Member)

Recommended by Corporate Governance Committee: For Against

Stephen Whitley (term to end December 31, 2016)

Mark Maher (term to end December 31, 2018)

Additional Nominees:

MEMBER:

REPRESENTATIVE’S SIGNATURE:

MARK MAHER - BIOGRAPHY

Mark became Chief Executive Officer of the Western Electricity Coordinating Council (WECC) in January 2011, holding that position until his retirement in January 2014. In this capacity, he was responsible for providing leadership and strategic direction of the activities undertaken by WECC that support the reliability of the bulk electric system in the Western Interconnection. WECC activities include compliance monitoring and enforcement, market interface issues, reliability assessment and performance analysis, reliability standards development, situational awareness and infrastructure security, WECC’s training program, and WECC’s general administrative functions. Mark was also a member of the WECC Board of Directors. Mark joined WECC in July 2006 as Chief Operating Officer. Before joining WECC, Mark was Vice President of Transmission Services at PacifiCorp. He was primarily responsible for the integrity of the company’s transmission system. In this role, he was accountable for strategic and operational planning, the development of transmission policy and planning, and ensuring compliance with Federal Energy Regulatory Commission (FERC) obligations and standards. In addition, he was PacifiCorp’s lead on the Grid West effort. Mark was a Senior Vice President at the Bonneville Power Administration (BPA) and responsible for managing all aspects of the transmission business and the agency’s Regional Transmission Organization effort. Previously, he was responsible for managing and optimizing BPA’s generation supply. Mark’s experience also includes work with the National Marine Fisheries Service, U.S. Fish and Wildlife Service, U.S. Environmental Protection Agency, and Pacific Gas and Electric Company. Mark graduated from the University of Washington, Seattle, Washington, with an MS and BS in Civil Engineering.

1

STEPHEN WHITLEY - BIOGRAPHY

Stephen Whitley, President and CEO (retired), New York Independent System Operator Stephen Whitley has served as President and CEO, NYISO between 2008 and 2015; as SVP and COO, ISO New England between 2000 and 2008; and at the TVA in various leadership capacities including VP of Transmission and GM of Electric System Operations from 1970-2000. Mr. Whitley is also a retired Colonel in the U.S. Army Reserve where he served for 30 years including Operation Desert Storm. He served as Commander of the 3397th Garrison Support Unit from 1997-2000. Mr. Whitley has served in many leadership capacities in the electric industry including Chairman of the Eastern Interconnection Planning Collaborative (EIPC) Executive Committee; Board Member of the Eastern Interconnection Data Sharing Network (EIDSN); member of the NPCC Board of Directors; member of the NERC Members Advisory Committee; member of the NERC and SERC Operating Committees, and the NPCC Task Force for Coordinated Operation. He also served as a representative to the U.S. Cigre Committee and the EPRI Power Delivery Executive Committee. Stephen Whitley earned a Bachelor of Science degree in Electrical Engineering from Tennessee Technological University prior to beginning his military career and his electricity industry career at the TVA.