Vinton,Louisiana

July 21, 2011

The President and Board of Directors of the Vinton Public Power Authority, met in special session at the regular meeting place of said President and Board of Directors, in the Town Hall, Vinton, Louisiana, at 6:00 p.m., on the 21^st day of July, 2011, after full compliance with all requirements as to notice and otherwise in respect to convening of said meeting with the following members present:

Kenneth O. Stinson, President

Bliss Bujard, Director

Harold Douga, Director

Kevin Merchant, Director

Paul Patin, Director

ABSENT: William “BB” Loyd, Director

ALSO PRESENT: Cade R. Cole, Board Attorney

Kenneth O. Stinson, President called the meeting to order and reported that the purpose of the meeting was as follows:

1. To discuss and/or transact business pertinent to Cambridge Project.

RESOLUTION OF BOARD OF DIRECTORS OF

VINTON PUBLIC POWER AUTHORITY FROM ITS SPECIALLY CALLED MEETING OF JULY 21, 2011

1200 Horridge Street

Vinton, Louisiana 70668

The Board of Directors of Vinton Public Power Authority (the “Company”) met at a duly called and noticed Special Meeting held in Vinton, Louisiana, on July 21, 2011, at which a quorum was present and voting, whereupon the following action was taken:

WHEREAS, at its May 23, 2011 meeting of the Board of Directors of Vinton Public Power Authority (the Company”), Mr. Ralph Gillis, attorney for the Company, presented to the Board a briefing and an update on the 5-year effort and negotiations under the “Cambridge Project”, the informally recognized name of the work of the Company regarding the amendment and up-dating of its relationships and agreements with and among the City of Jasper, Texas, the Jasper/Vinton Settlement Trust, Sam Rayburn Municipal Power Agency, Entergy Gulf States Louisiana, LLC, and Entergy Wholesale Operations Marketing, Inc. , regarding the generation, supply, purchase and sale of power; and Mr. Gillis described the results generally as bringing additional revenue to the Company, as well as the extension of guaranteed power-delivery, under the amended and up-dated agreements; and Mr. Gillis advised that the Company’s acceptance and entry of the amended and up-dated agreements was in the economic interest of the Company; and at the same May 23, 2011 meeting, the Board of Directors resolved to accept and to enter the Cambridge Project, as well as the amended and up-dated agreements as advised by Mr. Gillis; and

WHEREAS, Mr. Gillis now informs the Board of Directors that the above described agreements have been revised and re-named as described below, but that the relationships and agreements by and among the Company and the relevant parties in the Cambridge Project remain the same as described by Mr. Gillis at the May 23, 2011 meeting, and Mr. Gillis now advises and recommends the Company’s acceptance and entry of the below described agreements; and

WHEREAS, the Board discussed Mr. Gillis’ recommendation in the immediately preceding paragraphs.

NOW THEREFORE, on the motion of Director Douga, seconded by Director Merchant, the Board approved the following resolutions:

BE IT RESOLVED that the Company enter the Cambridge Project, as well as enter the following described contracts and agreements substantially in the form presented, with the advice of Ralph J. Gills and his consulting engineer regarding any changes:

1) Suspension and Mutual Release; and

2) Long Term Agreement for the Assignment of Retail Load; and

3) Operational Protocol; and

4) Combined Coordination Agreement; and

5) Supplemental Requirements Power Supply Agreement; and

6) Power Supply Assignment Consent Agreement; and

7) Power Supply Reassignment Agreement;

all of which contracts and agreements hereinafter collectively are referred to as the “Cambridge Contracts”.

BE IT RESOLVED further that the President of the Company is authorized and directed to execute and sign the Cambridge Contracts on behalf of the Company, and that the Secretary of the Company is authorized and directed to attest the signature of the President and to apply the seal to each contract and agreement of the Cambridge Contracts.

______________________________

Kenneth O. Stinson, President

Attest:

_______________________________

Mary O. Vice, Secretary

CERTIFIED EXTRACT OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF

VINTON PUBLIC POWER AUTHORITY

FROM ITS SPECIALLY CALLED MEETING OF JULY 21, 2011

1200 Horridge Street

Vinton, Louisiana 70668

The following is an Extract of the Resolutions of the Board of Directors of Vinton Public Power Authority (the “Company”) passed at a duly-called and -noticed Special Meeting held in Vinton, Louisiana, on July 21, 2011, at which a quorum was present and voting in favor of same.

8) Suspension and Mutual Release; and

9) Long Term Agreement for the Assignment of Retail Load; and

10) Operational Protocol; and

11) Combined Coordination Agreement; and

12) Supplemental Requirements Power Supply Agreement; and

13) Power Supply Assignment Consent Agreement; and

14) Power Supply Reassignment Agreement;

all of which contracts and agreements hereinafter collectively are referred to as the “Cambridge Contracts”.

CERTIFICATE

I hereby certify that I am the duly elected and serving Secretary of Vinton Public Power Authority, and that the above Resolutions are an extract from the minutes of, and are the Resolutions passed by, the Board of Directors of Vinton Public Power Authority, as well as that the above Resolutions have been neither amended nor revoked, and that Kenneth O. Stinson is the duly elected President of the Vinton Public Power Authority, and that Mary Vice is the duly appointed Secretary of the Viton Public Power Authority.

DONE, this 22 day of July, 2011.

_______________________________

Mary O. Vice, Secretary

There being no further business to come before the Governing Authority, it was moved by Director Bujard that the meeting be adjourned. The motion was seconded by Director Douga and carried.

____________________________

Kenneth O. Stinson, President

ATTEST:

______________________________

Mary O. Vice, Secretary