IN THE MATTER OF SOUTHWESTERN ELECTRIC POWER COMPANY'S PLAN TO FUNCTIONALLY UNBUNDLE ITS BUSINESS ACTIVITIES DOCKET NO U

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1 ARK./' Sf'i 8 M. E:H. 9 IO26 AM '00 Before the Arkansas Public Service Commission FILED IN THE MATTER OF SOUTHWESTERN ELECTRIC POWER COMPANY'S PLAN TO FUNCTIONALLY UNBUNDLE ITS BUSINESS ACTIVITIES DOCKET NO U SOUTHWESTERN ELECTRIC POWER COMPANY ARKANSAS CODE OF CONDUCT October 9,2000

2 SOUTHWESTERN ELECTRIC POWER COMPANY ARKANSAS CODE OF CONDUCT TABLE OF CONTENTS Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Exhibit 6 Exhibit 7 Exhibit 8 Southwestern Electric Power Company Arkansas Code of Conduct Cross Reference Table Training Materials Competitive Affiliates Organization Chart Affiliates Officers and Directors Products and Services

3 EXHIBIT 1 SOUTHWESTERN ELECTRIC POWER COMPANY ARKANSAS CODE OF CONDUCT Section 1: Purpose. The Arkansas Code of Conduct governs interactions between Southwestern Electric Power Company ( SWEPCO ) and its affiliates and unregulated departments, divisions, and other components, after the introduction of electric competition, to recognize federal and state code of conduct requirements and appropriate business practices. The Arkansas Code of Conduct is designed to ensure that all transactions among or between SWEPCO and any affiliates or unregulated departments, divisions, and components are conducted consistent with the requirements of Ark. Code Ann (d) and and to ensure that SWEPCO and any affiliates will not use any revenue from any regulated asset, operation, or service to subsidize the provision of any unregulated electric service or other unregulated activity. Section 2: Application. The Arkansas Code of Conduct applies to interactions between and among SWEPCO and any affiliates, or unregulated departments, divisions, and other components transacting business or engaging in activities that are jurisdictional to the APSC. The Arkansas Code of Conduct recognizes AEP s and SWEPCO s requirements under the Public Utility Holding Company Act and FERC orders and regulations. Prior to retail open access. The Arkansas Code of Conduct recognizes that prior to retail open access there exists the need of SWEPCO to fulfill its continuing obligation to serve customers on an integrated basis until unbundling occurs to effect retail open access. SWEPCO will follow the Arkansas Code of Conduct prior to retail open access, except for the provisions that are not applicable prior to retail open access or implementation of SWEPCO s Business Separation Plan. No circumvention of the Arkansas Code of Conduct. SWEPCO and its affiliates, unregulated divisions, departments, and other components will not circumvent the provisions or intent of the Arkansas Code of Conduct by using any affiliate, unregulated division, department, or other component to provide information, services, products, or subsidies between SWEPCO and any affiliate, unregulated division, department, or other component. Notice of conflict and/or petition for waiver. SWEPCO will file, if necessary, with the Arkansas Public Service Commission notice of any Arkansas Code of Conduct provisions that conflict with FERC or SEC orders or regulations. SWEPCO is subject to the statutes and regulations of more than one state, and 1

4 will petition the appropriate state commission for a waiver of provisions that conflict with those of the other states. Section 3: Definitions. The following words and terms used in the Arkansas Code of Conduct have the following meanings: Affiliate - A subsidiary, or any company or corporation, owned or effectively controlled by an electric utility or energy service provider; or a subsidiary, or any company or corporation owned or effectively controlled by the same company or corporation that owns or effectively controls an electric utility or energy service provider or of which an electric utility or energy service provider is a subsidiary. AEP - American Electric Power Company, Inc. APSC or Commission - Arkansas Public Service Commission. Arm's length transaction - The standard of conduct under which unrelated parties, each acting in its own best interest, would carry out a particular transaction. Applied to related parties, a transaction is at arm's length if the transaction could have been made on the same terms to a disinterested third party in a bargained transaction. Competitive affiliate - An energy service provider affiliate of an electric utility; or any affiliate or' unregulated department, division, or other component of an electric utility providing generation products or services or services or other energy-related products found to be competitive by the APSC. 3.6 Confidential information - Any information not intended for public disclosure and considered to be confidential or proprietary by persons privy to such information. Confidential information includes but is not limited to information relating to the interconnection of customers to a regulated company's transmission or distribution systems, proprietary customer information, trade secrets, competitive information relating to internal manufacturing processes, and information about a regulated company's transmission or distribution system, operations, or plans for expansion Customer - Any person or entity who has applied for and agreed to pay for electric service. Customer information - Information and data specific to an electric utility's customer which the electric utility acquired or developed in the 2

5 course of its provision of electric services. Customer information includes, but is not limited to, names, telephone numbers, geographic locations, addresses, payment histories, usage histories, and projected usage. 3.9 Direct cost - Costs which can be directly identified with a particular service or product Electric utility - As defined in Ark. Code Ann (9) subject to other provisions of Ark. Code Ann , et. seq Energy Service Provider - A qualifying facility, a power broker, a power marketer, any entity, other than an electric utility or a municipal electric utility, or an aggregator other than a municipality or county or group of municipalities or counties, that sells or otherwise provides electricity to or for itself or a retail electric customer, regardless of whether such entity sells other electric services and regardless of whether such entity takes title to the electricity FERC - Federal Energy Regulatory Commission Fully allocated cost - The sum of the costs which can be directly identified with a particular service or product plus an appropriate allocation of indirect costs Indirect cost - Costs that cannot be directly identified with a particular service or product including, but not limited to, overhead costs, administrative and general costs, and taxes SEC - Securities and Exchange Commission Shared corporate support services - Services shared between or among an electric utility, its parent holding company, or an affiliated entity such as human resources, procurement, information technology, regulatory services, administrative services, real estate services, legal services, accounting, environmental services, research and development unrelated to marketing activity or business development, internal audit, com m u n i ty relations, corporate com m u n ica t ions, fin a ncial services, financial planning and management support, and corporate services Transaction - Any interaction between a regulated company and its affiliate in which a service, good, asset, product, property, right, or other item is transferred or received by either a regulated company or its affiliate. 3

6 Section 4. Separation of SWEPCO from its affiliates. 4.1 Separate and independent entities. SWEPCO is a separate, independent entity from any competitive affiliate. 4.2 Sharinq of emplovees. Except as provided in the Arkansas statutes, the APSC Affiliate Rules, and the Arkansas Code of Conduct, the employees of SWEPCO engaged in transmission and distribution system operations must function independently of its employees, or the employees of any of its affiliates, who engage in the marketing or sale of electricity at retail. Except as provided in Section 4.5 of the Arkansas Code of Conduct, any employee of SWEPCO, or any employee of an affiliate, who is engaged in the retail marketing or sale of electricity is prohibited from: (1) participating in distribution or transmission functions; and (2) having access to the system control center or similar facilities used for transmission or distribution functions that differs in any way from the access available to other energy service providers. Joint employment of any person, not including a board member or corporate officer, by SWEPCO and an affiliate is prohibited. 4.3 Sharinq of officers and directors. Shared officers and directors of SWEPCO will file with the APSC a statement signed and sworn under oath that they are aware of, understand, and will comply with the Arkansas statutes and the APSC Affiliate Rules. SWEPCO will not utilize shared officers and directors in a manner that would violate the Arkansas statutes, APSC Affiliate Rules, or the Arkansas Code of Conduct. 4.4 Sharinq of office equipment. facilities, computer or information svstems. SWEPCO will not share office equipment, facilities, computer or information systems, or other resources with its competitive affiliates unless it maintains complete and detailed books and records reflecting adherence to the pricing provisions of Section 6 of the Arkansas Code of Conduct. 4.5 Employee transfers and temporary assiqnments. Employees engaged in retail marketing or sales functions or transmission or distribution functions are not precluded from transferring between such functions as long as such transfer is not used as a means to circumvent the Arkansas statutes, the APSC Affiliate Rules, and the Arkansas Code of Conduct. Temporary or intermittent transfers or short-term transfers of less than one (1) year of employees of SWEPCO between the retail marketing or 4

7 sales functions and the transmission or distribution functions are pro hi bited. Employees engaged in transmission or distribution system operations, or any employees of an affiliate, who are engaged in transmission system operations on a day-to-day basis or have knowledge of transmission or distribution system operations and are transferred to a competitive affiliate, will not remove or otherwise provide or use confidential property or information in a discriminatory or exclusive fashion, to the benefit of the competitive affiliate or to the detriment of non-affiliated electric suppliers. Movement of an employee who is engaged in transmission or distribution system operations on a day-to-day basis or who has knowledge of transmission or distribution system operations from a utility to a competitive affiliate or vice versa, may be accomplished through either the employee's termination of employment with one company, department, or division and acceptance of employment with the other within 6 months of the termination date, or a transfer to another company, department, division, or component as long as the transfer of an employee from the regulated company to an affiliate results in the electric utility bearing no ongoing costs associated with that employee. Transferring employees will sign a statement indicating that they are aware of and understand and will comply with the restrictions and penalties set forth in the Arkansas Code of Conduct and the applicable statutes and rules. SWEPCO will also post a conspicuous notice of such transfer on its Internet site or other public electronic bulletin board within 24 hours and for at least 30 days. The exception to this provision is that employees may be temporarily assigned to an affiliate or non-affiliated utility to assist in restoring power in the event of a major service interruption or assist in resolving emergency situations affecting system reliability. SWEPCO will report to the APSC each emergency that resulted in any deviation from the Arkansas Code of Conduct, within 24 hours of such deviation, and will notify such other affected parties as the APSC may direct. Consistent with the reporting requirements in part 5 of Attachment A, within 30 days of such a deviation from the Arkansas Code of Conduct, SWEPCO will report this information to the Commission and will conspicuously post the information on its Internet site or other public electronic bulletin board for 30 days. 4.6 Sharing of office space. SWEPCO's office space will be physically separate from that of its competitive affiliates. Physical separation will be accomplished first by having office space in separate buildings. If separate buildings are not possible or practical, the separation will be accomplished by having offices on different floors with separate access, or the same floor with separate access. Physical separations with 5

8 electronic or other secured access will be used to keep SWEPCO s office space physically separate from its competitive affiliates. SWEPCO will not share office space with its competitive affiliates unless SWEPCO maintains complete and detailed books and records reflecting adherence to the pricing provisions of Section 6 of the Arkansas Code of Conduct. 4.7 Separate books and records. SWEPCO will keep separate books and records separate from its affiliates as required by Ark. Code Ann (d)(2)(F). The books and records of SWEPCO s unregulated divisions, departments, and components will be maintained in a format that can be readily ascertained and readily separated by department, division, and component. SWEPCO s books and records will be kept in accordance with the FERC Uniform System of Accounts (18 C.F.R ) and Generally Accepted Accounting Principles (GAAP), as these may be amended. 4.8 Credit support. Unless otherwise authorized by the Commission or permitted by APSC Affiliate Rules, SWEPCO will not: (1) allow an affiliate to obtain credit under an arrangement that would include a specific pledge of assets owned by SWEPCO, or (2) provide a guarantee or otherwise extend credit to its affiliate. Section 5. Preferential treatment prohibited. 5.1 SWEPCO will not: Represent that its competitive affiliates and competitive affiliates customers will receive preferential treatment by SWEPCO compared to that afforded non-affiliated providers and their customers Provide its competitive affiliates or customers of its competitive affiliates any advantage, including but not limited to preferences in terms, conditions, pricing, reliability, quality, design and equipment requirements, scheduling, or timing, over non-affiliated suppliers or their customers in the provision of services by SWEPCO Identify potential customers within its service territory for its competitive affiliates unless: (a) SWEPCO simultaneously makes the information publicly available on the same terms and conditions to competitive providers, for example, by posting the information on its Internet site or other public electronic bulletin board; and (b) the customer provides prior affirmative written consent or other verifiable authorization as determined by the APSC. 6

9 5.1.4 Solicit business within its service territory on behalf of its competitive affiliates unless SWEPCO: (a) maintains complete and detailed books and records accounting for all associated costs, including the costs of employee time, and assigns those costs to the competitive affiliate pursuant to the pricing rules set forth in Section 6 of the Arkansas Code of Conduct; (b) ensures that the communication by its employee is truthful and not misleading; (c) ensures that the communication by its employee includes the statement specified in Section 9.1 of the Arkansas Code of Conduct; and (d) ensures that employees engaged in distribution operations do not engage in such solicitation Speak on behalf of its competitive affiliates unless SWEPCO: (a) maintains complete and detailed books and records accounting for all associated costs, including but not limited to the costs of employee time, use of any equipment, supplies and services, and assigns those costs to the affiliate pursuant to the pricing rules set forth in Section 6 of the Arkansas Code of Conduct; (b) ensures that the communication by its employee is truthful (c) and not misleading; ensures that the communication by its employee includes the statement specified in Section 9.1 of the Arkansas Code of Conduct; and (d) ensures that employees engaged in distribution operations do not engage in such communication Afford any employee engaged in the retail marketing or sale of electricity, for either SWEPCO or an affiliate, access to the system control center or similar facilities used for distribution functions that differs in any way from the access available to other energy service providers, except to the extent necessary to restore service or to prevent or respond to emergency conditions. 5.2 A competitive affiliate will not speak on behalf of SWEPCO unless the affiliate: (1) ensures that the communication by its employee is truthful and not misleading; and (2) ensures that the communication by its employee includes the disclaimer specified in Section 9.1 of the Arkansas Code of Conduct. A competitive affiliate will not represent that its customers will receive preferential treatment by SWEPCO compared to that afforded nonaffiliate providers and their customers 7

10 Section 6. Transactions between SWEPCO and its affiliates. 6.1 Transactions with affiliates. This Section will not apply to the activities necessary for SWEPCO to complete the functional unbundling of its business activities pursuant to Ark. Code Ann (b) and (c) and (a). In addition to the specific requirements or exemptions in the Arkansas Code of Conduct, transactions between SWEPCO and any unregulated department, division, component, or affiliate will be at arm s length pursuant to Ark. Code Ann SWEPCO will not subsidize the business activities of any affiliate with revenues from a regulated service. This will be accomplished by SWEPCO including in its regulated cost of service only those costs reasonable and necessary for the provision of regulated electric service. 6.2 Allocation of ioint and common costs. For the purpose of allocating joint and common costs between SWEPCO and its affiliates or unregulated departments, divisions, or components, the following guidelines will apply to the allocation of costs associated with joint purchases, shared corporate support services, and transactions that are priced at cost: to the maximum extent practical, costs will be collected and classified on a direct basis for each service or product provided; the method for charging joint and common costs will be on a fully allocated cost basis; and all direct and indirect costs between regulated and non-regulated products and services will be traceable to the books of SWEPCO. Sufficient information, subject to audit, will be maintained to document and support the allocation of costs. 6.3 Transactions between SWEPCO and affiliates. Transactions between SWEPCO and a competitive affiliate will be accomplished through the following means: (1) tariffed products and services; or (2) in the event that SWEPCO purchases power from its competitive affiliate for purposes of providing the standard service package, the procedures set forth in Ark. Code Ann (a) and the APSC Standard Service Package Guidelines; or (3) the sale or transfer of goods, services or assets consistent with the requirements of Section 6.4 of the Arkansas Code of Conduct. 6.4 Pricinq of transactions involving the sale or transfer of qoods. services, or assets between SWEPCO and affiliates.* Except for the purchase of power for the standard service package, for each asset that was transferred from SWEPCO to a competitive affiliate during the course of * Unless contrary to orders or regulations of the SEC or FERC. 8

11 functional unbundling of business activities, all transactions, including any sale, transfer, lease or rental of that asset and the provision of services using that asset, from the competitive affiliate to SWEPCO will be at cost until such time as the asset has been fully depreciated. Except for the purchase of power for the standard service package, for any service performed by any department, division or other business component transferred from SWEPCO to a competitive affiliate during the course of functional unbundling, the provision of such service by the competitive affiliate to SWEPCO will be priced at cost until such time as the APSC determines that such pricing is no longer appropriate. All other transactions involving the sale, transfer, lease or rental of any goods, services or assets between SWEPCO and its competitive affiliates will be priced at fair market value. This requirement may be satisfied by imputing fair market value pricing to such transactions for purposes of determining SWEPCO s revenue requirement in ratemaking proceedings. 6.5 Joint purchases and shared corporate support services. The costs of joint purchases and shared corporate support services by SWEPCO and its competitive affiliates will be appropriately allocated in accordance with the APSC Affiliate Rules and the Arkansas Code of Conduct. Shared corporate support services will not be used in a manner that would result in the transfer of customer information in violation of the APSC Affiliate Rules or the Arkansas Code of Conduct. SWEPCO will ensure that all joint purchases and shared corporate support services are conducted, priced, and recorded in a manner that permits clear identification and audit of SWEPCO and affiliates of such purchases. 6.6 Records of transactions between SWEPCO and affiliates. SWEPCO will maintain a contemporaneous written record of all transactions with its competitive affiliates. These records will include the date of the transaction, name of affiliate involved, a narrative description of the transaction, the dollar amount of the transaction, and sufficient information to conduct an audit of the transaction for the purposes of ensuring compliance with the APSC Affiliate Rules, including, but not limited to, invoices, vouchers, and journal entries, and information supporting the pricing method used, including but not limited to the cost and allocation method of the transaction and the market price and basis for the market price of the transaction. The records will be maintained by SWEPCO for at least three years following the date of the transaction. 9

12 6.7 Provision of competitive qoods or services. When SWEPCO receives revenues for the provision of competitive goods or services, the revenues and the fully allocated cost of providing the goods or services will be treated below the line for ratemaking purposes. Section 7. Provision of products or services. 7.1 Employees of SWEPCO engaged in transmission or distribution functions will strictly enforce all tariff provisions relating to the sale or purchase of open access retail transmission and distribution service, if these provisions do not provide for the use of discretion. Employees of SWEPCO engaged in transmission and distribution operations will apply all tariff provisions relating to the sale or purchase of open access retail transmission and distribution service in a fair and impartial manner that treats all customers, including SWEPCO and any affiliate, in a non-discriminatory manner, if these provisions involve discretion. SWEPCO will keep a log, available for commission audit, detailing the circumstances and manner in which it exercised its discretion under any terms of its tariffs. SWEPCO will not, through its tariffs or otherwise, give preference to wholesale or retail purchases or sales made on behalf of its own power customers, or those of an affiliate, over the interest of any other customer in matters relating to the sale or purchase of retail transmission or distribution service, including issues of price, curtailments, scheduling, priority, and ancillary services. If SWEPCO offers a discount on purchases of retail transmission or distribution service made on behalf of its own power customers or those of any affiliate, then, at the same time, it will publicly offer to provide the same discount to all customers on the same path. 7.2 Tvinq arrangements - prohibited. SWEPCO will not condition the provision of any product, service, pricing benefit, or alternative terms or conditions upon the purchase of any other good or service from SWEPCO or its competitive affiliate. Section 8: Provision of information. 8.1 Competitive affiliates. SWEPCO will not provide information to its competitive affiliates, except for information that is publicly available or is necessary for the performance of joint corporate functions, except as otherwise provided in the Arkansas Code of Conduct. The terms and 10

13 conditions for disclosure of customer information pursuant to the Arkansas Code of Conduct will be included in SWEPCO s tariffs. 8.2 Customer information. SWEPCO will provide a customer with the customer s information, upon request by the customer. SWEPCO may release customer information, including name, address and telephone number, to another entity only pursuant to the customer s prior affirmative written consent or other verifiable authorization as determined by the APSC. In such cases, SWEPCO will not be required to release any customer information to any other entity. Such consent will not be required for the release of such information to a third party which has been retained by SWEPCO to perform billing services for it, as long as the billing service provider is not an electric utility or an energy service provider and the billing service provider agrees to treat the information confidential as required by this rule. Such consent will not be required for the release of such information to an entity that provides shared corporate support services to SWEPCO, as long as the entity agrees to treat the information as confidential. SWEPCO will not condition provision of electric service upon a customer s agreement to release customer information to another entity Exception for standard service package. To the extent necessary to ensure continuity of service or provide the standard service package, SWEPCO may provide, without customer authorization, customer information to the electric utility or energy service provider providing the standard service package. Emergency conditions. To the extent necessary to restore service or to prevent or respond to emergency conditions, SWEPCO may provide customer information without customer authorization to the parties involved in the service restoration or responding to the emergency conditions. SWEPCO will release only the customer information necessary to restore service or prevent or respond to an emergency condition. SWEPCO will report any such release of information pursuant to Attachment A, part Information access. Any employee of SWEPCO, or of any of its affiliates, engaged in retail sales or marketing of electricity: (I) will have access to only that information available to all other energy service providers and must not have preferential access to any information about SWEPCO s transmission and distribution systems, including additions to those systems, that is not available to all energy service providers; and (2) is prohibited from obtaining information about SWEPCO s transmission and distribution systems including but not limited to 11

14 information about available transmission capability, price, curtailments, and ancillary services, through access to information that is not otherwise also available to the general public without restrictions. 8.4 Disclosure. Any employee of SWEPCO, or any employee of an affiliate, engaged in transmission or distribution functions may not disclose to employees of SWEPCO, or any of its affiliates, engaged in retail sales or marketing any information concerning the distribution and transmission systems of SWEPCO or the transmission system of another, including without limitation information received from nonaffiliates or information about available transmission capability, price, curtailments, ancillary services, or outages through non-public communications that are not at the same time available to the general public without restriction. SWEPCO may not share any market information acquired from nonaffiliated energy service providers, or potential non-affiliated energy service providers, or developed in the course of responding to requests for transmission or distribution service with its own employees, or those of an affiliate, engaged in retail marketing or sales. Section 9. Corporate identification and advertising. 9.1 SWEPCO s name or logo. To the extent that SWEPCO s affiliate chooses to use SWEPCO s name or logo, or a substantially similar name or logo, for advertising and in solicitations intended to influence a customer s selection of an electric service provider, that advertising and solicitation will: (1) be truthful and not misleading; and (2) contain one of the following statements, as applicable, displayed in such a manner that the statement is legible, visible, and/or audible, as appropriate for the media utilized: (a) in cases where the competitive affiliate is a separate corporate entity, contain the following statement: [name of competitive affiliate] is not the same company as [name of utility] and is not regulated by the Arkansas Public Service Commission, and you do not have to purchase products or services from [name of competitive affiliate] to continue to receive regulated services of the same quality from [name of utility] ; or (b) in cases where the competitive affiliate is not a separate corporate entity, contain the following statement: The sale of [identify competitive goods or services] by [name of competitive affiliate] is not regulated by the Arkansas Public Service Commission, and you do not have to purchase products or services from [name of competitive affiliate] to continue to receive regulated services of the same quality from [name of electric utility]. 12

15 This section will not apply to advertising and solicitations normally disseminated outside SWEPCO s service territory. 9.2 Joint marketinq and advertising. Regarding advertising space promoting generation products or services or other energy-related products or services found to be competitive by the Commission pursuant to Ark. Code Ann (a) in electric utility billing envelopes or other written communication with electric utility customers: SWEPCO will not offer to provide to its affiliate such advertising space in electric utility billing envelopes or other form of electric utility customer written communication unless it contemporaneously offers access on the same terms and conditions to all other unaffiliated energy service providers and subsequently provides such access to all energy service providers that accept the offer. SWEPCO will post notice of the availability of such an offer on its Internet site or other public electronic bulletin board. However, SWEPCO may identify the actual provider of electric service to the customer, including an affiliate, on the customer s bill. This provision will remain applicable to SWEPCO until another entity is permitted to provide a consolidated bill reflecting charges for distribution, transmission, generation, and customer services. SWEPCO may establish reasonable business policies or guidelines concerning the materials included in its billing envelopes. Such requirements will not be utilized in such a manner that would create an advantage for its affiliate SWEPCO may participate in joint advertising or joint marketing with its competitive affiliate if SWEPCO: (a) maintains complete and detailed books and records accounting for all associated costs, including but not limited to the costs of employee time, use of any equipment, supplies, and services, and assigns those costs to the affiliate pursuant to the pricing rules set forth in the Arkansas Code of Conduct and the APSC Affiliate Rules; (b) ensures that the advertisements and all other communications are truthful and not misleading; and (c) ensures that the advertisement and all other communications include the statement specified in Section 9.1 of the Arkansas Code of Conduct. No cost of joint advertising may be included in SWEPCO s rates except to the extent allowed by Ark. Code Ann Employees of SWEPCO may participate in meetings with employees of its competitive affiliate to discuss technical or operational subjects regarding SWEPCO s provision of services only if SWEPCO gives notice of such meetings to all 13

16 competitors on its Internet site or other public electronic bulletin board and allows them to attend. This requirement will not apply when the meeting addresses the needs of a specific customer and that customer elects to meet solely with SWEPCO and its competitive affiliate. 9.3 Requests for specific energy service provider information. If a customer of SWEPCO requests information about a specific energy service provider, SWEPCO may provide the information as long as the information is truthful and not misleading. If the information requested concerns a competitive affiliate, SWEPCO will: (1) maintain complete and detailed books and records accounting for all associated costs, including but not limited to the costs of employee time, use of any equipment supplies and services, and assigns those costs to the affiliate pursuant to the pricing rules set forth in the Arkansas Code of Conduct and the APSC Affiliate Rules; (2) ensure that the communication by its employee is truthful and not misleading; and (3) ensure that the communication by its employee includes the statement specified in Section 9.1 of the Arkansas Code of Conduct. 9.4 Requests for qeneral information about energy service providers. If a customer of SWEPCO requests a list of energy service providers, SWEPCO will provide a list in such a manner that treats all energy service providers equally. Any lists provided in accordance with the APSC s rule will be filed for informational purposes only with the Secretary of the APSC. This requirement can be satisfied by providing the list of energy service providers and electric utilities providing generation maintained by the Secretary of the APSC pursuant to Rule 1.04.(i) of the APSC Rules of Practice and Procedure. SWEPCO will not provide any information about a specific unaffiliated energy service provider, not publicly available, to any other person unless authorized by the specific energy service provider or the APSC s Rules. Section IO. Remedies and enforcement Ensurinq compliance. SWEPCO will require each of its employees in Arkansas engaged in the production, distribution, and marketing or sale of retail electricity to sign a statement indicating that heishe is aware of, understands, and will comply with the restrictions set forth in the Arkansas Act 1556 of 1999 and the APSC Affiliate Rules. SWEPCO will make its employees engaged in activities outside Arkansas aware of the restrictions set forth in the Arkansas statutes and the APSC Affiliate Rules. 14

17 10.2 Compliance audits. Annually, for the preceding calendar year, SWEPCO will have an independent audit prepared verifying that it is in compliance with Ark. Code Ann (d) and and the APSC Affiliate Rules. The scope of the compliance audit will be established in advance and will annually be subject to APSC approval. This rule will apply to SWEPCO and its affiliates, unregulated divisions, departments, and other components when SWEPCO has completed the functional unbundling of its business activities pursuant to Ark. Code Ann (b) and (c) Complaint procedure. SWEPCO will keep a current record of all allegations made to SWEPCO or the APSC regarding violations of the APSC Affiliate Rules. The record will provide, for each allegation, a brief summary of the nature of the allegation and its resolutions or current status. SWEPCO will maintain such records for at least three years. Complaints alleging violations of the Arkansas Code of Conduct and the APSC Affiliate Rules will be addressed pursuant to the procedures outlined in Section 10 of the APSC s Rules of Practice and Procedure Emplovee Discipline. Employee communication and training regarding the Arkansas Code of Conduct will ensure that employees are knowledgeable of the terms of the Arkansas Code of Conduct and that they understand the serious nature of any violations of the Arkansas Code of Conduct. Employee disciplinary remedies will be consistent with the level or seriousness of the infraction, and will be consistent with SWEPCO s overall policy dealing with conduct that is below expectations, including termination of employment, if appropriate Written procedures. SWEPCO will maintain in a public place, and file with the APSC, the Arkansas Code of Conduct in such detail to enable other electric service providers, customers, and the APSC to determine that SWEPCO is in compliance with the Arkansas statutes, APSC Affiliate Rules, and the Arkansas Code of Conduct. 15

18 ATTACHMENT A SOUTHWESTERN ELECTRIC POWER COMPANY ARKANSAS CODE OF CONDUCT REPORTING REQUIREMENTS 1. Statement of shared officers and directors. Shared officers and directors of SWEPCO will file with the Secretary of the APSC a statement signed and sworn under oath that they are aware of, understand, and will comply with the restrictions set forth in the Arkansas statutes and the APSC Affiliate Rules. 2. Changes to the Arkansas Code of Conduct. If changes are made to the Arkansas Code of Conduct or the names and addresses of competitive affiliates of SWEPCO, SWEPCO will file with the APSC a revised copy of the Arkansas Code of Conduct within thirty days following the change. A cover letter identifying each change to the Arkansas Code of Conduct and providing an explanation for each change will accompany the filing. 3. Annual report on the Arkansas Code of Conduct. SWEPCO will file with the APSC a revised copy of the Arkansas Code of Conduct annually by March 31 if there are any changes to the Arkansas Code of Conduct. A cover letter identifying each change to the Arkansas Code of Conduct and providing an explanation for each change will accompany the revised copy of the Arkansas Code of Conduct. 4. Notice of emplovee transfers. SWEPCO will file with the APSC notice of each employee transfer described below annually by March 31 for the preceding calendar year: (1) an employee of SWEPCO engaged in the retail sales or marketing functions is transferred to the transmission or distribution functions; (2) an employee of SWEPCO engaged in the retail sales or marketing functions is transferred to a competitive affiliate; (3) an employee engaged in the transmission or distribution functions is transferred to the retail sales or marketing functions of SWEPCO; (4) an employee of a competitive affiliate is transferred to the retail sales or marketing functions of SWEPCO; or (5) an employee of a competitive affiliate is transferred to the transmission or distribution functions of SWEPCO. The notice will include: (1) (2) the name of the employee; the title and responsibilities of the position from which the employee is transferred; 1

19 (3) (4) the title and responsibilities of the position to which the employee is being transferred; and the effective date of the transfer. 5. Reportinq of emerqencv circumstances. SWEPCO will file notice with the APSC each time emergency circumstances affecting system reliability cause SWEPCO to deviate from the Arkansas statutes, APSC Affiliate Rules, and the Arkansas Code of Conduct. SWEPCO will file notice within twenty-four hours of the deviation. Within thirty days of the termination of the emergency circumstances SWEPCO will file a report including: (1) a description of the emergency circumstances affecting system reliability; (2) the specific deviations from the requirements of the Arkansas statutes, APSC Affiliate Rules, and the Arkansas Code of Cond uct ; (3) the duration of the deviations; and (4) the identification of the other affected parties that were directly provided the information above. SWEPCO will conspicuously post this information on its Internet site or other public electronic bulletin board contemporaneous with its filing. The information will remain posted for at least thirty days. SWEPCO may, for the purpose of restoring power in the event of a major service disruption, temporarily transfer employees engaged in the retail sales or marketing functions, to or from the transmission or distribution functions or to an affiliate or unregulated department, division, or component. SWEPCO will file a report of such transfers with the APSC within thirty days following such transfers. The report will include the information required in the list above and the following: (1) a description or the major service disruption; (2) the specific reasons for the temporary transfer of the employee and a statement of the number and job titles of the (3) (4) employees transferred; the duration of the temporary transfer; and an explanation of how SWEPCO will be compensated for the time the employee was temporarily transferred or an explanation of assignment of the costs associated with the employee during the period of the temporary transfer. The annual report required in paragraph 4 will include the transfers addressed in this paragraph. 2

20 6. Notice of disclosure of information. If an employee of SWEPCO discloses any information prohibited by the Arkansas statutes, APSC Affiliate Rules, and the Arkansas Code of Conduct, SWEPCO will file notice with the APSC immediately after the discovery of such disclosure. The notice will include: (1) (2) (3) (4) (5) (6) (7) a general description of the type of information disclosed; the identification of the party to whom the information was disclosed; the identification and title of the employee who disclosed the information; an explanation of the circumstances surrounding the disclosure including the reasons for the disclosure; whether such information will be publicly disclosed routinely in the future; the corrective action taken by SWEPCO to ensure that a similar incident does not occur in the future; and a description of any training, as necessary, to ensure employee understanding of the Arkansas statutes, APSC Affiliate Rules, and the Arkansas Code of Conduct. The notice will not disclose any customer information. SWEPCO will conspicuously post the information identified in the list above on its Internet site or other public electronic bulletin board within twenty-four hours after the discovery of such disclosure. The information will remain posted for at least thirty days after the discovery of such disclosure. If SWEPCO discloses customer information, it will contemporaneously provide this notice to any affected customers. 7. Annual compliance audit. SWEPCO will file the results of the annual compliance audit required by the APSC Affiliate Rules and Section 10.2 of the Arkansas Code of Conduct with the APSC no later than August 1 of the following year. Following the submission of the results of the third annual compliance audit, SWEPCO will not be required to conduct the annual audit unless directed by the APSC. 8. Records of alleqations of violations of APSC Affiliate Rules and the Arkansas Code of Conduct. Semi-annually, by March 31 and September 30 of each year, SWEPCO will file with the APSC the record of allegations of violations of the APSC Affiliate Rules and the Arkansas Code of Conduct for the preceding calendar year. 3

21 EXHIBIT 2 SOUTHWESTERN ELECTRIC POWER COMPANY ARKANSAS CODE OF CONDUCT CROSS REFERENCE TABLE ARKANSAS STATUTE 205(4(2)(F) SWEPCO-ARKANSAS APSC RULE CODE OF CONDUCT l.ol(b) (E) (A) (B) O 1 (A)( 1 ) (A)(2) (A)(3) (A)(4) (A)(5) (A)(6) O 1 (A)(7) (B) (C) (A) (B)( 1 ) ( B)( 2) (B)( 3) (B)(4) (B)(5) ( C)( 1) ( C)(2) (C)(3) (C) (D) (E) 3.01 (F) 3.01(G) 3.O 1 (H) 3.01(1) 3.01(5) (A)

22 205(d)(3) 3.04(B) 3.04(C) 3.05(A) 3.05(B) 3.05(C) I 4.02 I (B) 10.5, Attachment A, #3 5.01(C) Attachment A, #2 5.01(D) Attachment A, #3 5.02(A) and (B) Attachment A, #4 I 5.02(C) I 4.5 2

23 EXHIBIT 3 SOUTHWESTERN ELECTRIC POWER COMPANY ARKANSAS CODE OF CONDUCT TRAINING MATERIALS Date: August To: From: Re: All Managers and Supervisors in the Western Part of AEP AEP Corporate Compliance Organization Code of Conduct Employee Training Program This month, it is very important that all managers and supervisors schedule time with their work groups to view the enclosed Code of Conduct Employee Training Program video. The video includes a Peer Practice section at the end with multiple choice review questions to help ensure understanding of the material. Answers to the questions are provided during the video session and are also included in Part VI of the enclosed Managerlsupervisor Packet. This system-wide training program is designed to give employees three things: 1. Awareness An awareness that the Code of Conduct exists. 2. Understanding An understanding of what the Code of Conduct is and why it s important. 3. Working Knowledge A working knowledge of what the Code of Conduct requires. In addition to this general training session, some work groups will receive more in-depth training on specific parts of the Code of Conduct guidelines and processes as needed. At the end of the training, each employee is required to sign a form indicating that they understand how the Code of Conduct works. The certification form can be found on the last page of the enclosed Participant Packet. In this package, you will find the following: 0 A Code of Conduct Employee Training Program Video 0 A ManagedSupervisor Guide (identical to the Participant Packet except for the addition of the answers to the Peer Practice review section) 0 A Participant Packet Note: If you are not a manager or supervisor, please return this packet to your local Human Resources department.

24 Please schedule a meeting with your work group to view the videotape this month. It is helpful to review the video and material prior to facilitating your employee meeting. At the meeting, provide each employee with a copy of the Participant Packet. Point out to your employees that the Participant Packet provides more detail on the topics that will be covered in the video. View the video in its entirety without stopping for best results. Encourage group participation in the Peer Practice review section at the end of the video. Allow time for further discussion about the Code of Conduct with your employees. Recognize that there may be some questions that are difficult to answer, so refer questionshssues, as necessary, to the Code of Conduct Team for help with answers. (A list of team members can be found on the Brave New World Intranet site.) At the close of the training session, make sure each employee completes and signs the certification form in their packet. Collect all forms and return them to: Auditing Services AEP Dallas Center - N6IAD Dallas, Texas Thank you for helping ensure that all employees receive the Code of Conduct general training.

25 Code of Conduct Employee Training Program Manager/Supervisor Guide August 2000

26 Code of Conduct Employee Training Program Part I The Lingo Part I1 Overview of the Code,f Condu t Part I11 What Every Employee Needs to Know P The Golden Rule > Information Sharing Process Proprietary Customer Information Aggregate Customer Information Customer Requests for Information 0 General Information about Competitive Products or Services 0 Specific Competitive Affiliate Information T&D Information > Promotion, Marketing and Sales > Competitive Energy Services > Other Services > How Does the Code of Conduct Apply Outside Texas? P How Does the Merger Affect the Code of Conduct? Part IV DO S & Don ts A quick reference guide for employees Part V The Enforcer > Compliance Enforcement Process Violations & Consequences What Is Being Done to Avoid Violations Part VI Peer Practice Review of basic Code of Conduct principles Part VI1 Training Documentation 2

27 Part I The Lingo Affiliate A person, company, corporation or other business entity owned or controlled by an electric utility, subsidiary or holding company Competitive affiliate An affiliate of a regulated company that provides services or sells products in a competitive energy-related market. Corporate support services Services shared by a utility, its parent company, or a separate affiliate created to perform corporate support services. Includes services such as human resources, procurement, information technology, accounting, regulatory services, etc. EDC/Regulated Companies Energy Delivery Company - CPL, WTU, SWEPCO and PSO distribution companies and the ERCOT and SPP transmission companies, including transmission and distribution services. Non- affiliate An outside entity that is not part of AEP. Shared services These are corporate support services as well as services provided by transmission and distribution services. Utility An electric utility until Senate Bill 7 (SB7) mandated unbundling occurs. 3

28 Part I1 Overview of the Code of Conduct Who: The Code of Conduct applies to all employees in the western part of AEP. Basically, employees on the regulated side of the business must take special care to follow the Code of Conduct rules in dealing with employees on the unregulated side of the business. It s important for employees to know who s who within the organization in order to make sure that the Code of Conduct rules are always followed as the corporation moves toward retail competition. This chart shows the existing regulated and unregulated areas. Note that the Code of Conduct permits Corporate Support Services to continue providing services to all affiliates - both regulated and unregulated, so long as information-sharing restrictions are observed. Existinp Redated Unrepulated AEP -- CPL CSW Energy, Inc. AEP -- PSO CSW International, Inc. AEP -- SWEPCO C3 Communications, Inc. AEP -- WTU CSW Credit, Inc. Enershop, Inc. CSW Leasing CSW Total EV CorDorate Sumort Services Service Company * Accounting * Human Resources * Information Technology * Internal Audits * Procurement * T&D Services * Power Generation * Other Support Services The next chart shows the future regulated and unregulated areas that the corporation is evolving toward and will have in place by the start of retail competition, January 1,2002. Future Repulated Unrepulated 2 Transmission CSW Power Generation Companies CSW Retail Electric Provider 4 Distribution CSW Energy, Inc. Companies CSW International, Inc. C3 Communications, Inc. CSW Credit, Inc. Enershop, Inc. CSW Leasing CSW Total EV CorDorate Support Services Service Company * Accounting * Human Resources * Information Technology * Internal Audits * Procurement * Other Support Services Enerev Deliverv Companv Services Such as T&D planning, design, engineering, standards, telecommunications, etc. 4

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