EXHIBIT 19

NATIONAL ELECTRIC RELIABILITY

COUNCIL

AGREEMENT

Dated as of June 1, 1968

AGREEMENT, dated as of June 1, 1968, among CAROLINASVIRGINIAS POWER POOL, EAST CENTRAL AREA RELIABILITY GROUP, FLORIDA POWER CORPORATION, MID-AMERICA INTERPOOL NETWORK, MID-ATLANTIC AREA COORDINATION GROUP, MID-CONTINENT AREA POWER PLANNERS, NORTHEAST POWER COORDINATING COUNCIL, SOUTHWEST POWER POOL, SOUTHERN SERVICES, INC., as representative of The Southern Company system companies, TENNESSEE VALLEY AUTHORITY, TEXAS INTERCONNECTED SYSTEM, and WESTERN SYSTEMS COORDINATING COUNCIL, (hereafter referred to separately as a Regional Organization, collectively as the Regional Organizations)

WITNESSETH:

Each Regional Organization is concerned with the reliability of bulk power supply in the area in which it, or its members, serves.

ARTICLE 1
NAME

1.01 This organization shall be known as the National Electric Reliability Council.

ARTICLE 2

PURPOSE OF AGREEMENT

2.01 The purpose of this Agreement is further to augment the reliability of bulk power supply in the electric utility systems of North America.

To this end the Council will

(a) encourage and assist the development of inter-regional reliability arrangements among Regional Organizations or their members;

(b) exchange information with respect to planning and operating matters relating to the reliability of bulk power supply;

(c) review periodically regional and inter-regional activities on reliability;

(d) provide independent reviews of inter-regional matters referred to it by a Regional Organization; and

(e) provide information, where appropriate, to the Federal Power Commission and to other Federal agencies with respect to matters considered by the Council.

ARTICLE 3

ORGANIZATION

3.01 The affairs of the Council shall be administered by an Executive Board (Board) which shall consist of the principal officer or other authorized representative of each Regional Organization. In addition, should the membership of the Board not include representatives of all segments of the electric utility industry (i.e., (a) Federal, (b) investor-owned, (c) rural electric cooperative, and (d) state and municipal), the Board shall appoint from a list, provided for this purpose by the Regional Organizations, an additional member or members as required to effect such industry representation. Such additional member or members shall serve for a period of one year. Each member of the Board shall be a representative of a participant in a Regional Organization.

3.02 Any member of the Board may designate an alternate to represent him at any meeting.

3.03 Regular meetings of the Board shall be held on the third Wednesday of April and October in each year; special meetings. may be called by the Chairman on his own initiative and shall be called upon request of two or more members. As far in advance of each meeting as practical, an agenda therefor shall be distributed to the members. At any meeting a majority of the Board shall constitute a quorum for the transaction of business.

3.04 Biennially at the April meeting the members of the Board shall select, by majority vote, one of their members to serve as Chairman and one as Vice Chairman, and a Secretary-Treasurer, who need not be a member, each for a term of two years.

3.05 The Chairman shall conduct all meetings and shall be responsible for the preparation of the agenda therefor. In his absence, the Vice Chairman shall serve in his place.

3.06 The Board may appoint such committees and task forces as it deems necessary to carry out the purposes of this Agreement.

3.07 The Secretary-Treasurer shall distribute the agenda of meetings, prepare and distribute the minutes thereof, and receive and disburse the funds of the Council, in accordance with the authorized annual budget.

3.08 The expenses of each member of the Board, appointed committees and task forces and of the Secretary-Treasurer shall be borne by the party by whom he is regularly employed or the Regional Organization in which such party is a participant. Administrative expenses of the Council, itself, will be authorized by the Board at a duly-called meeting through the adoption of an annual budget. Such administrative expenses shall be shared equally by the Regional Organizations which are members of the Council.

ARTICLE 4

MEMBERSHIP

4.01 In addition to the founder Regional Organizations, any other regional organization may be admitted to the Council if its facilities are found by the Council to have a significant effect on the reliability of bulk power supply in North America.

ARTICLE 5

FEDERAL POWER COMMISSION PARTICIPATION

5.01 To implement the purpose of this organization set forth in Section 2.01 (e), the Chairman of the Federal Power Commission shall be invited to designate an observer to attend all meetings of the Board.