MINUTES OF A SPECIAL MEETING

MINUTES OF A SPECIAL MEETING

OF THE

POWER AUTHORITY OF THE STATE OF NEW YORK

June 17, 2008

Subject

1. Trustees’ Waiver of Notice of Meeting

2. Motion to Conduct an Executive Session

3. Motion to Resume Meeting in Open Session

4. Personnel Matters

5. Next Meeting

Closing

Minutes of a Special Meeting of the Power Authority of the State of New York held via video conference at the following participating locations at 10:00 a.m.:

1) New York Power Authority, 123 Main Street, White Plains, NY

2) New York Power Authority, Niagara Power Project, 5777 Lewiston Road, Lewiston, NY

3) New York Power Authority, 30 South Pearl Street, Albany, NY

4) New York Power Authority, St. Lawrence/FDR Power Project, 830 Barnhart Island, Massena, NY

5) Harris Beach, PLLC, 99 Garnsey Road, Pittsford, New York

The following Members of the Board were present at the following locations:

Frank S. McCullough, Jr., Chairman (White Plains, NY)

Michael J. Townsend, Vice Chairman (Pittsford, NY)

James A. Besha, Sr., Trustee (Albany, NY)

D. Patrick Curley, Trustee (Lewiston, NY)

Robert E. Moses, Trustee (White Plains, NY)

Thomas W. Scozzafava, Trustee (Massena, NY)

Elise M. Cusack, Trustee – Excused

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Thomas J. Kelly Executive Vice President and General Counsel

Anne B. Cahill Corporate Secretary

Chairman McCullough presided over the meeting. Corporate Secretary Cahill kept the Minutes.

The waiver of notice of meeting below was provided to each Trustee prior to the meeting.

In response to Chairman McCullough’s request at the outset of the meeting, all of the Trustees agreed to sign the waiver and return it to the Corporate Secretary’s Office.

I, the undersigned, being a Trustee of the Power Authority of the State of New York organized under the provisions of the Public Authorities Law of the State of New York, have waived all requirements, including specifically the requirements of the By-laws of the Power Authority of the State of New York (Article III, Section 4) as to notice of the place of the special meeting of the said Trustees, which was held at the New York Power Authority offices in White Plains and by video conference at such other locations as are listed on Exhibit “A” annexed hereto, on June 17, 2008, at 10:00 a.m., and have consented to the transaction of any and all business that came before such meeting.

“Mr. Chairman, I move that the Authority conduct an executive session pursuant to Section 105 of the Public Officers Law, in connection with discussions relating to matters concerning the appointment, employment, promotion, demotion, dismissal or removal of particular persons or corporations.” Upon motion made and seconded, an Executive Session was held.

“Mr. Chairman, I move to resume the meeting in Open Session.” Upon motion made and seconded, the meeting resumed in open session.

After due consideration and upon motion duly made and seconded, a majority of the Trustees authorized the Chairman to enter into an agreement with President Roger Kelley upon the terms and conditions agreed to in the Executive Session. The vote on the item was as follows: Trustee Besha – No; Trustee Curley – Yes; Trustee Moses – Yes; Trustee Scozzafava – Yes; Vice Chairman Townsend – Yes; and Chairman McCullough – Yes.

The next Regular Meeting of the Trustees will be held on Tuesday, June 24, 2008, at 11:30 a.m., at the St. Lawrence-FDR Power Project, unless otherwise designated by the Chairman with the concurrence of the Trustees.

On motion duly made and seconded, the meeting was adjourned by the Chairman at approximately
11:20 a.m.

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