CARMEL, Ind., and LITTLE ROCK, Ark., -- In separate actions this week, the Boards of Directors for Southwest Power Pool, Inc. (SPP) and the Midwest Independent Transmission System Operator, Inc. (MISO) overwhelmingly authorized their respective managements to execute definitive agreements for the consolidation of the two organizations.

When finalized, the combined organization will operate an interconnected transmission system encompassing more than 120,000 megawatts of generation capacity over 20 U.S. states and 1 Canadian province.

On Wednesday SPP's members approved the sale of SPP's assets to MISO to effect the merger, with 90 percent of the votes cast favoring the combination. Also Wednesday, the MISO's Advisory Committee passed a motion unanimously urging the MISO to move forward with the merger.

Under the terms of the definitive agreements, a new board of directors will be formed, consisting of seven members of MISO's board of directors (the current members of the MISO board of directors, excluding the MISO chief executive officer) and four members from SPP's independent board members. The new board structure will require modifications to the Midwest ISO Transmission Owners' Agreement and those modifications are subject to approval by the MISO transmission owners.

The Midwest ISO expects to file necessary documents with the Federal Energy Regulatory Commission (FERC) by March 15 and a closing of the combination is anticipated by the end of the second quarter of 2002.

"SPP and MISO each bring strengths to the new entity," said John Marschewski, president of SPP. "The combined organization will be more effective in its efforts to provide services to our customers and work to the benefit of the wholesale electric market."

The new organization will be led by MISO's James P. Torgerson as chief executive officer and SPP's Nick Brown as chief operating officer. Marschewski will stay on for a period of time to ensure a smooth transition. He then plans to retire from the organization following more than 36 years in the electric utility industry.

"The consolidation with the Southwest Power Pool enables much of the nation's mid-section to benefit from having one Regional Transmission Organization provide the transmission of bulk power over a wide area," said Torgerson, president and CEO of the Midwest ISO.

The FERC approved the Midwest ISO as the nation's first Regional Transmission Organization (RTO) on Dec. 19, 2001. On Feb. 1, 2002, the Midwest ISO began providing regional transmission service for the movement of bulk power in the Midwest ISO footprint. The Midwest ISO is responsible for evaluating and coordinating requests for access to the regional power grid on a non-discriminatory basis and for ensuring the reliable operation of the wholesale electric transmission system.

Southwest Power Pool was founded in 1941 to provide reliable power to industries manufacturing for the military. SPP was one of the original regional councils of the North American Electric Reliability Council and continues in that capacity today. The company began Open Access Same-time Information System administration in 1995 and regional tariff administration in 1997. SPP began providing control area scheduling service this year.

Southwest Power Pool, Inc. and the Midwest ISO members include investor- owned utilities, municipal systems, generation and transmission cooperatives, state authorities, federal agencies, wholesale generators, power marketers and industrial end-use customers. SPP coordinates, promotes, and communicates about reliability in all aspects of the electric energy business.