Title: ANTITRUST Last Revision: 5/04/2015 Rev. 5. Responsible Officer: Marcus V. Brown I. POLICY SUMMARY

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1 Page 1 of 18 Subject Matter Expert: Wendy Hickok Robinson Responsible Officer: Marcus V. Brown Approved By: Corporate Compliance Committee I. POLICY SUMMARY It is Entergy s policy to comply strictly with the letter and spirit of the Antitrust Laws and the laws governing wholesale electricity markets. This Policy outlines the general principles embodied in the Antitrust Laws and the related laws and regulations prohibiting manipulation of electricity markets. It also provides guidance to Entergy employees to help ensure compliance with those laws. All directors, officers, employees, agents and contractors of Entergy shall immediately report known, suspected or potential violations of this Policy by following the procedures described in the Reporting Violations policy. Please refer to the following detailed Policy for further information.

2 Page 2 of 18 II. DETAILED POLICY 1.0 PURPOSE AND APPLICABILITY The purpose of this Policy is to outline general principles relating to the federal civil and criminal Antitrust Laws and the federal laws regarding electricity Market Manipulation in order to provide guidance to Entergy employees regarding compliance with the applicable statutes and regulations. THIS POLICY APPLIES TO ANY AND ALL EMPLOYEES OF ANY ENTERGY SYSTEM COMPANY, UNLESS OTHERWISE EXPRESSLY EXCLUDED, AS WELL AS AGENTS AND CONTRACTORS OF ANY ENTERGY SYSTEM COMPANY. THIS POLICY COVERS EMPLOYEES WHO ARE REPRESENTED BY A UNION, EXCEPT THAT ANY CONFLICTING TERMS OF EMPLOYMENT IN A COLLECTIVE BARGAINING AGREEMENT OR OTHER AGREEMENT REACHED WITH THE UNION(S) SHALL CONTROL. NOTHING CONTAINED IN THIS POLICY SHOULD BE CONSTRUED TO SUGGEST THAT EMPLOYEES OF A PARTICULAR SUBSIDIARY OR AFFILIATE OF ENTERGY CORPORATION ARE ALSO EMPLOYEES OF ENTERGY CORPORATION OR ANY OTHER AFFILIATE OR SUBSIDIARY OF ENTERGY CORPORATION. MOREOVER, THIS POLICY DOES NOT CREATE ANY EMPLOYMENT RELATIONSHIP BETWEEN ANY PERSON AND ANY ENTERGY SYSTEM COMPANY, NOR DOES THIS POLICY CONFER ANY CONTRACTUAL RIGHT TO ANY PERSON TO BECOME OR REMAIN AN EMPLOYEE OF ANY ENTERGY SYSTEM COMPANY. 2.0 REFERENCES & CROSS REFERENCES 2.1 Sherman Act, 15 U.S.C Federal Trade Commission Act, 15 U.S.C Clayton Act, 15 U.S.C. 14, Robinson-Patman Antidiscrimination Act, 15 U.S.C. 13(a-c) & 21(a).

3 Page 3 of Federal Power Act, as amended by the Energy Policy Act of 2005 and Market Manipulation Regulation, U.S.C. 824; 18 C.F.R. 1.c.2, Commodity Exchange Act and Market Manipulation Regulation, 7 U.S.C. 2, 6(c); 17 C.F.R Entergy System Policies and Procedures 3.0 DEFINITIONS Legal Entity Management and Compliance Reporting Violations Service to Unaffiliated Entities 3.1 Agreement - any joint understanding between two or more parties; it may be formal or informal, written or oral, tacit or inferred from behavior. 3.2 Antitrust and Unfair Trade Practices Laws (Antitrust Laws) - reference herein is to the Sherman Act of 1890, the Clayton Act of 1911, the Robinson-Patman Antidiscrimination Act of 1936, the Federal Trade Commission Act of 1914, as well as state laws addressing antitrust and unfair trade. 3.3 Below-Cost (Predatory) Pricing - any transaction or practice involving pricing below marginal costs where it appears that the purpose of such pricing may be to exclude a competitor from the market or drive the competitor out of business. 3.4 Bid Rigging - arrangements whereby competitors agree that they will bid or refrain from bidding in a certain way or will otherwise act in a coordinated way in a competitive auction or in response to an RFP. 3.5 Entergy, Entergy System Company, or Company - Entergy Corporation and all of its subsidiaries and affiliates in which Entergy Corporation has a direct or indirect majority ownership interest. 3.6 Market Manipulation - use of a scheme, device, or misrepresentation to deceive the marketplace or another entity in connection with the sale or purchase of electricity or transmission service.

4 Page 4 of Market Power - possession of sufficient market dominance to charge significantly higher prices than would result in a reasonably competitive market. 3.8 Monopoly - the exclusive or near exclusive control by one company of a service or product. 3.9 Policy this Antitrust Policy Price Discrimination - charging competing customers different prices for the same product, except to the extent that such price differences are cost justified or constitute good faith efforts to meet competition." 3.11 Price Fixing - an Agreement with a competitor to fix or coordinate prices or to fix terms and conditions of sale Reciprocal Dealing - any transaction based on the principle that purchases will be made from a supplier provided that the supplier buys from the purchaser Tying Arrangement - an Agreement that conditions the sale of a desired product on the customer also purchasing a second tied product. 4.0 RESPONSIBILITY 4.1 All directors, officers, employees, agents and contractors are prohibited from knowingly authorizing or participating in conduct prohibited by the Antitrust Laws and the laws and rules prohibiting Market Manipulation. They shall immediately report known, suspected or potential violations of this Policy by following the procedures described in the Reporting Violations policy. 4.2 The Corporate Compliance Officer shall facilitate compliance with this Policy and shall interpret it with the assistance of the General Counsel. 5.0 DETAILS 5.1 Purpose of Antitrust Laws. The Antitrust Laws are based on the belief that vigorous, free, and open competition ensures that the American consumer will obtain the best product at the lowest price. The purpose of the Antitrust Laws is to prevent activities that unreasonably restrain free competition.

5 Page 5 of Section 1 of the Sherman Act. The Sherman Act is the basic federal Antitrust Law and is the most important in terms of severity of consequences and frequency of enforcement. Section 1 of the Sherman Act prohibits every contract, combination or conspiracy that unreasonably restrains trade. In other words, it prohibits Agreements that unreasonably restrict competition An Agreement need not be formal or written, or even expressed in words to trigger application of the Antitrust Laws. A nod can be as effective a method of communication as a notarized signature. Any conscious commitment to a common scheme, whether pursuant to an express Agreement or not, is likely to violate the Sherman Act if it unreasonably restrains competition Compliance with the Antitrust Laws thus involves knowing what kinds of Agreements the law deems prohibited and should be absolutely avoided, and what kinds may be problematic and should only be entered into after being reviewed by the Legal Department. 5.3 Agreements that are Per Se Unlawful under the Sherman Act. Certain types of Agreements have been held to have so little possible legitimate justification that they are presumed by the courts to be unreasonable restraints on competition. These are called per se violations of the Antitrust Laws because an offense is established when such an arrangement is proved, and its asserted purpose is ordinarily not a defense. Note that while joint action by affiliated companies is typically permitted under the Antitrust Laws, state and federal affiliate regulations may prohibit such joint conduct The following types of Agreements fall into the per se category and should be absolutely avoided: Price Fixing arrangements among competitors; Bid Rigging; Agreements among competitors to divide up markets; Agreements among competitors to divide up customers;

6 Page 6 of 18 Agreements to restrict production (No Agreement should be entered into with a competitor to restrict the production or supply of a product to the detriment of the marketplace); Group boycott or concerted refusal to deal (i.e. an Agreement with a competitor or customer to not deal with a third party); and Certain Tying Arrangements and Reciprocal Dealing Arrangements (i.e. those where the seller has a dominant market position in the tying product) If you are at all uncertain about whether an Agreement under consideration might fall into one of these categories, you should immediately seek advice from the Legal Department. 5.4 Agreements that May be Unlawful under the Sherman Act (Rule of Reason). Other types of Agreements are reviewed under the Rule of Reason, which says a practice or Agreement violates the Sherman Act if it is an unreasonable restraint of trade, based on economic factors. In order to determine whether there is unreasonable restraint the court will ordinarily consider: the facts peculiar to the business to which the restraint is applied; the degree of Market Power of the parties; the nature of the restraint; and its effect, whether actual or probable Tying Arrangements. A seller who has a unique and strong position with respect to one product or market should not take advantage of that position by requiring customers to purchase a second or tied product in order to obtain the first. Such a Tying Arrangement forecloses other sellers of the tied product from the opportunity to compete for the customer's business. On the other hand, a seller may package or bundle together the sales of two or more products or services at a favorable price, as long as the customer is also given the realistic choice of purchasing the goods or services separately at reasonable prices. You shall not enter into Tying Arrangements without prior Legal Department review Reciprocal Dealing. Reciprocal Dealing is the practice of requiring suppliers of one product to agree to be Entergy customers for another product. While it is not unlawful for a company to buy

7 Page 7 of 18 from its own customers, it is unlawful to exert pressure systematically by threatening to withdraw the corporation's business in order to obtain reciprocal purchasing. Although mere cross-dealings are not antitrust violations, a corporation having a strong market position as a buyer or supplier should not use that Market Power to coerce suppliers or customers to deal with it Exclusive Dealing and Requirements Contracts. Arrangements that require a buyer to purchase exclusively or almost exclusively from one seller may be found to foreclose an inappropriate share of the market. The same effect may be found to result if a seller enters into a long-term contract (or a series of such contracts) to supply all (or most) of arrangements and a buyer s requirements for a particular product. The legality of such exclusive dealing or requirements contracts depends on the factual setting involved, and such contracts should not be entered into without prior Legal Department review Resale Restrictions. A corporation with Market Power generally cannot reserve control over the disposition of its products by the buyer. Similarly, a corporation with Market Power may not prohibit the use of other equipment in connection with its products, nor may it prevent the resale of its products, or in most circumstances establish resale prices or confine the resale of its products to a particular territory or customers. Whether or not a company possesses Market Power depends on the facts relating to the products and markets involved. Therefore, any contracts that impose price or other restrictions on resale should not be entered into without prior Legal Department review Agreements Regarding Patents, Trademarks, and Copyrights. The patent, trademark, and copyright laws grant certain restricted monopolies. Despite the legitimacy of these monopolies, Agreements (such as licenses) relating to them may violate the Sherman Act. No such Agreement shall be entered into without consulting the Legal Department Other Contracts. It is not possible to identify all of the types of contracts that may raise antitrust issues. Any Agreement, even if not of a type described above, that limits a firm s opportunities to compete or that potentially could impact market prices may raise antitrust concerns.

8 Page 8 of When in Doubt Seek Advice. If you have any doubts as to whether some feature of or potential business arrangement or assignment may unreasonably restrain competition, you should seek advice from the Legal Department. 5.5 Interaction with Competitors in Light of the Sherman Act Discussions with Competitors Regarding Prices or Bidding. The clearest and most frequently prosecuted violations of the Antitrust Laws are Price Fixing and Bid Rigging between competitors. Thus, interactions with competitors present significant risk and should be conducted with caution The ban against Price Fixing applies to Agreements to set either high prices or minimum prices. Any Agreement concerning prices or pricing strategy is illegal. This prohibition does not apply only to the price itself, but to all terms and conditions of sale. Thus, Agreements between competitors as to credit terms, discounts, service charges, delivery terms, the timing of price changes, and the like are all per se illegal Agreements among competitors or potential competitors as to how they will bid in a competitive auction or in response to an RFP are absolutely prohibited. This prohibition applies to Agreements concerning how the competitors will bid, as well as to the amounts. Hence, any Agreements that competitors will take turns bidding on various projects or will otherwise coordinate their bidding strategy in any way are all illegal All meetings and conversations with competitors present some antitrust risk. All such meetings shall be conducted in accordance with law, and where there is any potential antitrust concern, in consultation with the Legal Department. Of the many sensitive subjects, price is the most sensitive. Entergy employees must not participate in any conversation with a competitor discussing prices that either company will offer to others. An employee should not even act as a passive observer to such conversations. An employee should consult with the Legal Department for guidance if he or she has any

9 Page 9 of 18 question about whether a meeting with a competitor or competitors raises competitive implications or concerns about compliance with Antitrust Laws Participation in Industry Organizations. Employees may participate either personally or as corporate representatives in various government advisory committees or civic, professional, technical, industry organizations or trade associations that exist for legitimate, socially beneficial purposes. Such organizations, however, provide a significant opportunity for competitors to meet. Care must be taken when attending such meetings to avoid discussions that might lead to charges that an unlawful Agreement has been effected. Such meetings bring competitors together under informal circumstances, and expose each person present to charges of collusion if such gatherings are later followed by action that creates an appearance of being coordinated This is particularly true where industry groups share cost or other market information or set standards that have the effect of barring firms failing to meet those standards from participating in certain transactions Accordingly, no Entergy employee should, without prior Legal Department review, engage in discussions in such meetings concerning: The sharing of information about product sales, prices, or costs. The standardization of any products. Any other subject that could result in certain competitors being excluded from, or handicapped in competing for, a particular market Should employees have any doubt concerning the propriety of any matters under discussion in the context of industry organization meetings, they should immediately disassociate themselves from the discussion and, if necessary, leave the meeting.

10 Page 10 of Joint Ventures. It may be permissible to participate in joint ventures with competitors under circumstances where the enterprise results in efficiencies, so that the competitors are able to produce a product jointly at a lower cost than either would incur if it performed the work alone Examples of potentially permissible joint ventures include projects to develop power plants or transmission lines, buying cooperatives, and online business-to-business exchanges (i.e., websites that create a place for companies in the same industry to buy and sell goods to one another). Joint ventures are treated more leniently than other arrangements between competitors because they can make the overall market more competitive. Thus, certain Agreements and information exchanges that would normally be unlawful among competitors may be permissible within a joint venture The Antitrust Laws generally permit joint ventures if the participants as a group do not possess a large share of the market to which the joint venture relates. However, the terms of a joint venture can raise concerns if they are unduly restrictive, include restrictions or limits on competition between the joint venture participants, restrict membership in the joint venture, or discriminate against competitors that do not participate. Therefore, any contemplated joint venture should be discussed with the Legal Department in advance, to assure compliance with Antitrust Laws. 5.6 Section 2 of the Sherman Act. Section 2 of the Sherman Act prohibits monopolization and attempts or conspiracies to monopolize. These provisions may apply if a company has or seeks to obtain the ability to control prices, to drive competitors out of business, or to prevent competitors from entering the market. This section may be violated by a party acting alone, i.e., unilateral conduct Under the law, monopolization consists of excluding rivals or maintaining market dominance on a basis other than efficiency. A firm having a dominant position is allowed to compete vigorously by offering lower prices based on its lower costs or by offering better quality products or services. Monopolization issues

11 Page 11 of 18 arise when a dominant firm attempts unfairly to exclude more efficient rivals from the market by means other than being a superior competitor. This is called exclusionary conduct Attempted monopolization occurs when a firm with a substantial share of the market engages in exclusionary conduct with the intent to gain a Monopoly, and there is a dangerous probability that it could succeed. Firms with high market shares have to be careful to avoid engaging in conduct that could be characterized as exclusionary. Exclusionary conduct is conduct that blocks rivals from the market or from competitive opportunities without any efficiency-based business justification. There is no generic list of such conduct, but the following are examples of the kind of behavior that could trigger claims of monopolization: Proposing new economic transmission projects based on how difficult it would be for competitors to build them in lieu of Entergy, rather than on efficiency grounds. Refusing without an efficiency justification to permit competing alternatives to participate in an RFP in order to favor selfbuilds or self-production. Terminating joint venture arrangements with a competitor in circumstances where it would be efficient for the Company to continue such arrangements in order to disadvantage the competitor and raise its costs of production. Refusing to provide rivals access to facilities essential for competition without any efficiency, reliability, or regulatory justification. Unless the regulatory rules are very clear, you should not deny access to Company facilities that may affect competition absent Legal Department review. Below-Cost Pricing in order to drive a rival from the marketplace. Such conduct constitutes predatory pricing, if engaged in by a dominant firm that can raise its prices once its rivals have been driven away. This situation arises very rarely, but if you think the Company may be engaging in Below-Cost

12 Page 12 of 18 Pricing for an anticompetitive purpose, seek advice from the Legal Department or contact the Entergy Ethics Line. Engaging in any of the types of prohibited or problematic agreements described above in connection with Section 1 of the Sherman Act. 5.7 Mergers and Clayton Act Section 7. Section 7 of the Clayton Act prohibits mergers or acquisitions where, in any line of commerce or in any activity affecting commerce in any section of the country, the effect of such acquisition may be to substantially lessen competition or tend to create a Monopoly. Although mergers tend to require significant regulatory approvals under which antitrust issues are considered, the federal antitrust authorities also may challenge mergers. 5.8 Unfair or Deceptive Acts and Practices. The Federal Trade Commission Act makes unlawful "unfair or deceptive acts or practices." This phrase was deliberately left undefined so that the Federal Trade Commission could be responsive to a wide variety of business practices. A detailed description of practices that are condemned by this Act is beyond the scope of this Policy, but the range includes failure to disclose material facts, disparagement, and other forms of misrepresentation. 5.9 Price Discrimination. The Robinson-Patman Act prohibits certain kinds of Price Discrimination in the sales of goods (but not services), i.e. selling the same product to different purchasers at different prices where this injures competition. Electricity and gas may be classified as goods in some states. The rules regarding Price Discrimination are complicated. Generally, however, Price Discrimination is not permitted where the result may be to harm competition between the parties receiving the differential prices Moreover, there can be discrimination even if the normal price is the same if there is a differential incorporated in other terms of a sale. Differences in terms of payment, deliveries, warranties, and even hold-harmless clauses can violate the Act. The purpose of the Act is to equalize the real cost to the customer, not merely the price. Thus the possible competitive effect of differences in rebates, allowances, discounts, service, and commissions must be carefully considered.

13 Page 13 of Purchasers of products can be held liable under the Robinson- Patman Act if they induce a price that violates the law. Thus it can be illegal if a purchaser knowingly receives or induces a discriminatory price from a supplier There are a number of defenses for conduct that otherwise falls under the above prohibition. First, offering a lower price to one customer is permissible where the seller is acting in good faith to meet (but not beat) an equally low price offered by a competitor. Second, different prices may be offered to similarly situated customers if the differential is cost-justified. Third, different prices may be offered to different customers if conditions in the market change between the times of the sales. Fourth, Price Discrimination is unlawful only if it hinders the ability of the disfavored purchaser to compete with the favored purchaser This is a particularly complex area of law. When you encounter a Price Discrimination question, seek out assistance from the Legal Department Effect of Regulation. Certain segments of Entergy s business are regulated by various state and federal agencies. The mere fact of regulation does not mean the Antitrust Laws do not apply, however. The effect of regulation will depend on the circumstances State Action Doctrine. State regulation can immunize certain conduct from the Antitrust Laws in some situations. For example, a state government entity may determine that it is appropriate to award the right to provide a service or a product in an area to a single provider (e.g. provide designated exclusive territories for electricity, water, and sewer). In those circumstances, the exclusive territorial grant eliminates competition, but that is a result of state regulation, not illicit behavior. For conduct to be immune on the basis of state regulation, two elements of the state action doctrine must be satisfied. First, the regulatory regime has to be a result of a clearly articulated state policy to replace unfettered competition with regulation. Second, the behavior in question has to be actively supervised by the state, i.e. proposals have to be examined thoroughly and not merely rubber-stamped. Where these elements are met, state regulatory approval will immunize conduct from antitrust

14 Page 14 of 18 challenge. In circumstances where it may come into play, the applicability of the state action doctrine is a question that shall be reviewed by the Legal Department Federal Regulation. There is no federal regulatory counterpart to the state action doctrine. Thus, conduct subject to federal regulation is not immune from antitrust scrutiny. However, where conduct has been ordered by FERC or another federal agency, or has been approved after a detailed review of its competitive effects, the federal regulatory action may provide a legitimate business justification for the conduct in question. The effect of federal regulatory action on antitrust issues is complicated subject, and thus you should not assume that the fact that an activity if federally regulated obviates the need to ensure antitrust compliance Immunity for Petitioning Activities. The Antitrust Laws recognize that corporations have a right to petition legislators and regulators to advocate legislation or regulatory policy that, if approved, would affect competition. Thus, for example, Entergy generally is permitted to lobby for legislation that would give it an exclusive right to serve or engage in an activity even where the action sought would limit competition. Similarly, Entergy may develop proposals to regulators that would affect the operation, design, or rules of the competitive market, so long as such advocacy does not involve any deliberate misrepresentations of fact. However, you shall not agree with other companies to take any action to limit competition while a legislative proposal is under consideration, and you shall not breach any of the normal antitrust compliance rules in the course of such discussions MISO Stakeholder Activity. MISO stakeholder activities may be covered by this immunity, particularly if the activity is related to potential or proposed MISO tariff amendments or taking positions in regulatory proceedings jointly with other entities Discussions with other firms in efforts to persuade MISO on selecting transmission projects or transmission alternatives should be permissible if such communications: are clearly within the scope of the governing tariff provisions; reflect genuine views as to

15 Page 15 of 18 which projects are most efficient; and include no misrepresentations Avoid discussions with competitors that are not contemplated by the MISO Tariff and that concern competition or the competitive process Penalties for Violations. Violation of the Sherman Act or other Antitrust and Unfair Trade Practice Laws is a criminal offense and may constitute a felony. Corporations convicted of a violation of the Sherman Act can be fined up to $100,000,000 for each offense and must pay triple damages which can amount to extremely high levels. An individual employee, officer, or director of a company convicted of a violation may be punished by a fine of up to $1,000,000 and sentenced up to ten (10) years in prison. The Federal Trade Commission Act also provides for civil penalties Market Manipulation under FERC and CFTC Rules Purpose of Prohibition against Electricity Market Manipulation. The Energy Policy Act enacted in 2005 prohibits, and gives FERC authority to punish, Market Manipulation that occurs in connection with the purchase or sale of electricity or transmission service. The Commodities Futures Trading Commission (CFTC) also exercises jurisdiction over Market Manipulation in physical trades of electricity, as well as in futures contracts and financial transactions The in connection with language used by Congress has been interpreted by FERC to give it jurisdiction over Market Manipulation involving physical sales of electricity and transmission service and also purely financial contracts or transactions that affect prices in the physical markets. The extent of FERC s jurisdiction, however, remains somewhat uncertain and its scope is discussed below FERC and CFTC Definition of Market Manipulation. Under FERC s regulations (18 C.F.R ) and the CFTC s rules (17 C.F.R. 180), which are nearly identical, it constitutes market manipulation, in connection with the sale or purchase of electricity or transmission service to: a) use any device, scheme, or artifice to defraud, b) make material factual misrepresentations or omit

16 Page 16 of 18 material facts so that a statement is misleading, or c) engage in any act, practice, or course of business that would operate as a fraud or deceit upon any entity or person. The issue of what types of conduct does or does not constitute Market Manipulation is the topic of significant ongoing litigation before FERC and the courts and likely will come into better focus over the next several years. FERC Enforcement Staff focuses on schemes with no legitimate business purposes or that result in monetary losses in one market to drive gains in another market Truthful Disclosure in Sales of Wholesale Electricity or Transmission Services. It is very important when engaging in the sale of wholesale electricity or transmission service, or when engaging in financial transactions concerning electricity-related products, to be truthful and not to misrepresent, or fail to disclose, relevant facts. It is similarly important not to engage in conduct that may be perceived to be a scheme to trick or mislead market participants about a particular transaction or set of transactions, or about the market s operation generally Actions Previously Identified by FERC as Market Manipulation. FERC previously identified four behaviors that were specifically prohibited. Although the relevant regulation was subsequently rescinded, these activities should be avoided Wash trades (transactions that are: (i) prearranged to cancel each other out; and (ii) involve no economic risk); Transactions predicated on submitting false information; Transactions creating and relieving artificial congestion; Collusion for the purpose of Market Manipulation Other Conduct Intended to Influence Market Prices. Finally, it is also important not to engage in conduct that, by the combined effect of a physical sale and a related financial transaction, is intended to influence market prices in a particular direction or give market participants misleading signals in order to affect market prices. FERC has taken an expansive view of its jurisdiction to

17 Page 17 of 18 include, among other things, the authority to bring actions for the manipulation of futures contracts FERC Market Manipulation Penalties. For Market Manipulation, FERC can impose civil penalties of up to $1 million/day, require disgorgement of profits, or revoke or condition a company s authority to engage in transactions at market-based rates. FERC also has the authority to seek criminal penalties of $1 million and imprisonment of up to 5 years for willful and knowing violations of the Federal Power Act. The CFTC likewise has criminal and civil penalty authority Additional FERC Market Rules. FERC also has codified certain rules at 18 C.F.R Though violation of these rules may not technically constitute Market Manipulation as defined above, FERC nonetheless can punish such conduct as violations of the Federal Power Act. Under these rules, sellers of electricity or transmission service must: Operate, schedule, and maintain generating facilities, and bid power supplies in accordance with the FERCapproved rules of the applicable power market; Provide accurate and factual information to FERC, market monitors, and transmission providers; Report accurately to publishers of price indices, if they engage in such reporting; and Retain data and information concerning prices realized in electricity sales and prices reported to indices for a period of up to five years Documents and Electronic Communications. An antitrust or Market Manipulation investigation, as well as routine FERC audits, may result in vast numbers of documents and electronic communications, including s, instant messages, and recordings from trading floors and operations centers, being turned over to regulators. Such communications might be mischaracterized by litigants and regulators. Please be mindful of the information contained in this Policy and choose your words carefully.

18 Page 18 of PROCEDURES Communications about Competitors. Written communication with or about a competitor should have a clear, lawful purpose and not reflect any collusive conduct. A poorly worded document could be misconstrued and used as evidence of collusion. 6.1 Special procedures and rules apply to merger and acquisition activities that may require filings under the Clayton Act, 15 U.S.C. 18a, as added by Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of Refer any merger and acquisitions to the Legal Department for guidance. 7.0 ATTACHMENTS None.