May 17, 200 Commission Meeting

May 17, 2000

Via Internet

MEMORANDUM

TO: Interested Clients

FROM: John & Hengerer

RE: Commission Meeting -- May 17, 2000

At today's meeting, the Commissioners approved the consent agenda and then
discussed the following items.

ELECTRIC MATTERS
Alliance Companies, et al., Docket Nos. ER99-3144
In December 1999, the Commission issued an order conditionally authorizing
the formation of the Alliance RTO. At today's meeting, the Commissioners
denied (by a margin of 3 to 1, Commissioner Hebert dissenting) rehearing of
the December 1999 order. The Commissioners also unanimously rejected
(Commissioner Massey concurring) Alliance's compliance filing.

In its original filing, Alliance proposed allowing each of its 5 active
owners to retain up to a 5 percent ownership interest in the RTO (up to 25
percent total ownership by active owners). The December 1999 order rejected
this proposal as contrary to the independence principle outlined in Order No.
2000, which states that active ownership should be limited to a total of 15
percent unless special circumstances are shown. Rejecting requests for
rehearing, the majority concluded that Alliance had failed to justify active
member ownership in excess of 15 percent. Dissenting, Commissioner Hebert
argued that (i) the 15 percent benchmark is arbitrary and should not be
viewed as creating a binding legal requirement. and (ii) limiting active
ownership will provide a disincentive for other utilities to join the RTO.

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The Commissioners also rejected Alliance's compliance filing submitted to
satisfy the terms of the December 1999 order. In addition to failing to
correct the active ownership issue outlined above, the Commissioners faulted
Alliance for not eliminating pancaked rates and for not addressing issues
associated with the RTO's scope and configuration. Commissioner Massey
indicated that he would write a concurrence to stress that Aseams@ agreements
do not negate the need to review the RTO's scope and configuration to ensure
that it is properly designed and sized.

Southwest Power Pool, Docket No. EL00-39
The Commissioners unanimously rejected, as failing to meet the requirements
of Order No. 2000, the Southwest Power Pool's (SPP) RTO proposal.
Commissioner Massey, who moved the item to the discussion agenda, cited the
following shortcomings in SPP's proposal: (i) operational control of
transmission facilities was not turned over to the RTO; (ii) the RTO's
proposed open-access transmission tariff did not comply with Order No. 2000;
(iii) no real-time balancing market had been proposed; (iv) lingering
concerns with the RTO's governance structure; and (v) the RTO's proposed
scope and configuration are inadequate. Commissioner Massey encouraged the
SPP to join other entities seeking to form an RTO, or consider merging with
the Midwest ISO.

Notice of Interim Procedures to Support Reliability and Request for Comments,
Docket No. EL00-75
The Commissioners unanimously approved short-term procedures designed to
address Summer 2000 reliability concerns. The approved measures provide for
(i) streamlining FERC procedures to promote on-site, distributed generation,
(ii) waiving prior-notice requirements for load-reduction agreements, (iii)
improving demand-side price signals, (iv) requiring more extensive OASIS
posting of available transmission capacity; and (v) making Commission Staff
more available to the industry to address reliability concerns. Comments on
the proposed short-term measures are due by June 2, 2000.

Additionally, agreeing that the short-term procedures are very minimal in
nature, the Commissioners requested comments on long-term reliability
issues. Comments are due by June 30, 2000.
Finally, Commissioner Hebert indicated that he would write a separate
concurrence to express his belief that competitive forces are the answer to
reliability concerns and to criticize the Commission for not eliminating
artificial price caps and promoting competitive rates. Commissioner Hebert's
accusation that the Commission was more concerned with politics than good
policy touched off a heated debate, with Chairman Hoecker reciting FERC
successes and Commissioner Massey scoffing at Commissioner Hebert's
suggestion that price caps were to blame for generation shortages.

GAS MATTERS
Regulation of Short-Term Natural Gas Transportation Services, Regulation of
Interstate Natural Gas Transportation Services, Docket Nos. RM98-10, RM98-12
The Commissioners unanimously addressed and generally denied requests for
rehearing of Order No. 637. Finding that Order No. 637 strikes a good
balance between competing interests, the Commissioners indicated that their
order would, with several exceptions, uphold the mandates of the order. The
Commissioners expressly noted that requests for rehearing of
right-of-first-refusal (ROFR) roll-up issues would be denied. Order No. 637
states that, if a pipeline is fully subscribed, a party wishing to exercise a
ROFR will be required to match competing bids, even if a competing bid
exceeds the maximum rate for the capacity.

Revisions and clarifications of Order No. 637 approved by the Commissioners
at today's meeting include:
(1) shippers with multi-year contracts at max rates for seasonal service will
retain their ROFR;
(2) pipelines will be required to post available capacity within one hour of
each nomination cycle, rather than within one day as directed by Order 637;
(3) short-term capacity release transactions must be posted within one hour
of the first nomination under the contract, rather than upon the execution of
the contract as stated in Order No. 637; and
(4) Order No. 637's OFO penalty and imbalance provisions will be clarified in
the Commission order.

Although comments at today's meeting were brief, we anticipate a lengthy
order addressing the numerous issues raised by parties in their requests for
rehearing.