Companies Exploring Options

1. Companies Exploring Options • Arizona Public Service Company • Avista Corporation • BC Hydro • Bonneville Power Administration • Idaho Power Company • NorthWestern Energy • NV Energy • Pacific Gas and Electric • Portland General Electric Company • Puget • Sacramento Municipal Utility District • Salt River Project • Southern California Edison • Transmission Agency of Northern California • Tri-State Generation and Transmission Assoc, Inc. • Western Area Power Administration

2. Other Groups or Entities Considering Other Options • Joint Guidance Committee • Operating committee • Planning coordination committee • Market interface committee • Non-committed Participants • Alberta Electric System Operator • California Independent System Operator • El Paso Electric Company • Grant County PUD • Imperial Irrigation District • Los Angeles Department of Water and Power • Pacificorp • Platte River Power Authority • Powerex • Public Service Company of New Mexico • Salt River Project • Tucson Electric Power Company • Xcel Energy

3. Signatories to the letter support: • The bifurcation of WECC (not limited to bifurcation but with understanding the RE will be a stand alone) • The Regional Entity having an independent board of directors • The Regional Entity having a strong members representative committee (MRC) • The independent board and the MRC having equal representation on the nominating committee for the creation of the slate of independent board members • The slate of independent directors would be voted upon by the membership • MRC representatives elected by their respective classes by highest number of votes • The Board and MRC sit separately but attend each others meetings to support open discussion • MRC chair, vice chair or delegate sit at the board table with no vote • Any by-law changes that would change the vision, direction or purpose of the organization will require membership approval

4. Signatories to the letter understand: • Resolutions passed by the Board of Directors in December directing actions by the GNC • GNC following the Board’s direction to investigate a hybrid and independent board for the NRE • Various stakeholders have expressed significant support for other board governance options, including a stakeholder board and a trifurcation proposal • Any governance recommended for the NRE should have broad support of the membership • An NRE Board construct is no insignificant matter. We urge the GNC and the WECC Board to take the time to involve the membership and focus on “getting it right” • To develop broad support for a competing governance, the signatories will require the time to develop a supportable but not fully developed option to present to the December board meeting (and the technical session) • The signatories also believe an interim governance for the NRE can be presented to the board in December to allow the RE to be spun off as an independent corporation

5. The Signatories Further Understand: • There are potentially competing governance proposals with one being a trifurcation of WECC • The signatories will need time to meet and confer with the proponents of the competing governance proposal(s) to attempt to arrive at a common position • The signatories intend on introducing a resolution at the December board meeting requesting a longer time period for the development of the NRE (or more than bifurcation) governance(s) • The signatories would intend on proposing an interim structure for the NRE (what is left after the RE is separated out with its own independent board) • The interim structure would be in place until such time as an acceptable governance were developed for the NRE (or more)

6. The Signatories Support • The need to understand the Canadian and Mexican positions relative to the NRE • The need for inclusiveness of the membership • The need for transparency across classes • The need for collaboration among the classes • The need to develop a proposal or proposals that are acceptable to the membership which can then be voted upon by a resounding majority of that membership • The need to develop a proposal or proposals that support the interest of reliability in the Western Interconnection • The need to ensure that the customers in the West are the beneficiaries of the actions taken by the WECC board directors and are not required to financially support interests that are not of importance to reliability

7. The Signatories Request • Your consideration of the fact that as Americans, Canadians and Mexicans we value self-determination and the right to make choices that influence our collective futures, our companies’ welfare and our customers’ cost of service • If truly independent directors and member class directors are integrally involved with the future of WECC, we believe you should support our requests for: • A resolution to be presented to the board in December to extend the time to coordinate and develop a broad based option for the future of the NRE and possibly a separate RC • It is also important to note that our request will not have an adverse impact on reliability