HR and Governance Committee

The Human Resources and Governance Committee (the "Committee") of the Board of Directors ("Board") of Electric Reliability Council of Texas, Inc. ("ERCOT") shall be responsible for review and oversight of:

1. Human resource matters, including:
   1. Compensation of ERCOT’s Chief Executive Officer ("CEO"), all other ERCOT officers and employees;
   2. Performance of the CEO and all other ERCOT officers;
   3. Organizational planning, including succession planning;
   4. Employment agreements;
   5. Staffing-level risks; and
   6. Key performance indicators;
2. Governance matters, including:
   1. All matters pertaining to the Unaffiliated Directors except those reserved by the Nominating Committee;
   2. ERCOT’s governing documents and Board policies and procedures;
   3. Board-training opportunities;
   4. Organizational strategic planning;
   5. Ethics policies;
   6. Overall governance structure of ERCOT;
3. External affairs matters, including:
   1. Development of policy messages for ERCOT; and
   2. Governmental relations.