[EXHIBIT C]{.underline}

(Scheduling Procedures and Protocols)

1\. This Exhibit C, Revision 1, to be effective under and as a part of

Contract 00-SNR-00XXX (Contract) shall become effective January 1, 2005;
shall terminate and supersede the previous Exhibit C effective under
this Contract; and shall remain in effect until either superseded by
another revised Exhibit C, or termination of the Contract.

2\. Both Parties recognize that these timelines and protocols may
require modification from time-to-time. If necessary, Western retains
the right to make subsequent revisions to Exhibit C. At such time as
Western promulgates another revision of this Exhibit C, (CUSTOMER NAME)
(CUSTOMER) shall have the option of either accepting the new revision of
this Exhibit C or terminating the Contract. If (CUSTOMER) submits
notification of non-acceptance of a subsequent revision to this Exhibit
C to Western, the Contract will be deemed terminated in its entirety
within thirty (30) days of Western's receipt of such notification.

3\. Designation of Scheduling Coordinator (SC): If (CUSTOMER) is
required to have a Scheduling Coordinator; (CUSTOMER) shall notify
Western of its designated Scheduling Coordinator prior to the effective
date of this Exhibit C. In the event that (CUSTOMER)'s Scheduling
Coordinator arrangement changes, (CUSTOMER) shall notify Western in
writing, not less than 30 days prior to the change, unless a shorter
notification period is agreed to by Western.

4\. Western and (CUSTOMER) will utilize the Western Electricity
Coordinating Council (WECC) scheduling calendar. Under WECC protocols, 7
days of transmission are scheduled in 5 days (Monday through Friday).
Under this protocol,

-   Monday is the "Day Ahead" or "Scheduling Day" for Tuesday, the
    "Active Day,"

-   Tuesday is the "Day Ahead" or "Scheduling Day" for Wednesday, the
    "Active Day,"

-   Wednesday is the "Day Ahead" or "Scheduling Day" for Thursday, the
    "Active Day,"

-   Thursday is the "Day Ahead" or "Scheduling Day" for "Active Days"
    Friday [and]{.underline} Saturday, and

-   Friday is the "Day Ahead" or "Scheduling Day" for "Active Days"
    Sunday [and]{.underline} Monday.

The protocol is modified for weeks that contain holidays or specially
designated WECC non-scheduling days. The WECC Preschedule calendar can
be viewed at WECC's internet site which is currently
[http://www.wecc.biz](http://www.wecc.biz/).

5\. [Scheduling Procedures for Base Resource and Exchange Program
Energy:]{.underline}

5.1 If Western is (CUSTOMER)'s Portfolio Manager, as set forth in a
separate Custom Product Contract for Full Load Service, all activities
and responsibilities in this Section 5 will be performed by Western on
behalf of (CUSTOMER). At such time as Western is no longer (CUSTOMER)'s
Portfolio Manager, then (CUSTOMER) will be responsible for performance
of its duties under this Section 5.

5.2 [Two Days Prior to the Scheduling Day]{.underline}: By 1700 hours,
Western will notify (CUSTOMER) of its share of the Base Resource
allocation, the minimum Base Resource that must be taken each hour, the
maximum Base Resource that can be taken in any hour, and the total Base
Resource energy for the Active Day.

5.3 [One Day Prior to the Scheduling Day]{.underline}:

5.3.1 By 1100 hours, (CUSTOMER) shall notify Western of its preferred
Base Resource schedule for the Active Day.

> 5.3.2 Western will use a compilation of all customers' preferred
> schedules to determine the optimal generation schedule.
>
> 5.3.3 By 1700 hours, Western will provide to (CUSTOMER) the Base
> Resource and Exchange Program Energy Schedule for the Active Day.
>
> 5.3.4 When, due to the scheduling protocols as set forth in this
> Exhibit C, Western confirms the Base Resource and Exchange Program
> Energy schedule more than 2 days prior to the Active Day, the schedule
> will not be considered Final until 1700 hours 2 days before the Active
> Day. If the available Base Resource energy decreases between the
> confirmation and 1700 hours 2 days before the Active Day, Western will
> provide (CUSTOMER) with a revised Base Resource and Exchange Program
> Energy schedule by email and will provide a telephone notification
> that a change has occurred. (CUSTOMER) shall be responsible for all
> costs associated with replacing the energy lost due to a change in
> anticipated generation.
>
> 5.4 [Scheduling Day]{.underline}: By 0100 hours, Western will provide
> (CUSTOMER) with additional information required to schedule the Base
> Resource and Exchange Program Energy. This information would include
> the counter party for any trades, the tie point for any imports or
> exports, and the upstream (source of generation, transmission path for
> energy) for any E-tags. Western will provide
>
> E-tags for Base Resource import and export schedules.

5.5 The initial Base Resource allocation, (CUSTOMER)'s preferred
schedule, and the confirmed Base Resource and Exchange Program Energy
schedule will be transmitted via a secure web portal hosted by Western.
(CUSTOMER)'s communication link to the web portal shall be provided and
paid for by (CUSTOMER). The data format will be either (1) viewable on
the screen (manual input), (2) downloadable/uploadable as XML format, or
(3) downloadable/uploadable as comma separated values (CSV).

5.6 (CUSTOMER) may not adjust its Base Resource and Energy Exchange
Program schedule after 1100 hours 1 day prior to the Scheduling Day.

5.7 If (CUSTOMER) does not submit a shape and load profile by 1100 hours
one day prior to the Scheduling Day in response to a Base Resource
allocation, Western will shape (CUSTOMER)'s allocation within the
minimums and maximums and provide a schedule confirmation to (CUSTOMER)
through the web portal.

> 5.8 In the event of curtailments or emergencies, Western will notify
> (CUSTOMER) as soon as practicable so it may adjust its schedule in a
> timely manner. It is (CUSTOMER)'s responsibility to provide Western
> with an email address and telephone number so Western can contact
> (CUSTOMER).
>
> 5.9 In the event of curtailments or emergencies that impact
> (CUSTOMER)'s ability to accept any energy, (CUSTOMER) should notify
> Western as soon as practicable.

5.10 (CUSTOMER)'s unscheduled Western power in any hour is not available
to (CUSTOMER) as an operating reserve or to meet any ancillary service
requirements of the ISO or the control area operator for (CUSTOMER).

5.11 [Timeline for Base Resource]{.underline}

  ------ ------------- ------------- ------------- ------------- ------------- ------------ ------------
         Monday        Tuesday       Wednesday     Thursday      Friday        Saturday     Sunday

         Scheduling    Scheduling    Scheduling    Scheduling    Scheduling                 
         Day for       Day for       Day for       Day for       Day for                    
         Tuesday       Wednesday     Thursday      Friday &      Sunday and                 
                                                   Saturday      Monday                     

  0100   Western       Western       Western       Western       Western                    
         provides      provides      provides      provides      provides                   
         scheduling    scheduling    scheduling    scheduling    scheduling                 
         details for   details for   details for   details for   details for                
         Tuesday       Wednesday     Thursday      Friday &      Sunday &                   
                                                   Saturday      Monday                     

  1100   (CUSTOMER)    (CUSTOMER)    (CUSTOMER)    (CUSTOMER)    (CUSTOMER)                 
         submits its   submits its   submits its   submits its   submits its                
         load and      load and      load and      load and      load and                   
         preferred     preferred     preferred     preferred     preferred                  
         Base Resource Base Resource Base Resource Base Resource Base Resource              
         schedule for  schedule for  schedule for  schedule for  schedule for               
         Wednesday     Thursday      Friday &      Sunday &      Tuesday                    
                                     Saturday      Monday                                   

  1700   Western       Western       Western       Western       Western                    
         provides BR   provides BR   provides BR   provides BR   provides BR                
         allocation,   allocation,   allocation,   allocation,   allocation,                
         and hourly    and hourly    and hourly    and hourly    and hourly                 
         minimums and  minimums and  minimums and  minimums and  minimums and               
         maximums for  maximums for  maximums for  maximums for  maximums for               
         Thursday, if  Friday &      Sunday &      Tuesday, if   Wednesday, if              
         BR is         Saturday, if  Monday, if BR BR is         BR is                      
         available     BR is         is available  available     available                  
                       available                                                            

  1700   Western       Western       Western       Western       Western                    
         confirms Base confirms Base confirms Base confirms Base confirms Base              
         Resource and  Resource and  Resource and  Resource and  Resource and               
         Exchange      Exchange      Exchange      Exchange      Exchange                   
         schedule for  schedule for  schedule for  schedule for  schedule for               
         Wednesday     Thursday      Friday &      Sunday &      Tuesday                    
                                     Saturday      Monday                                   

  1700   Wednesday     Thursday      Friday        Western       Western       Western      Western
         schedule is   schedule is   schedule is   advises       advises       advises      advises
         Final         Final         Final         (CUSTOMER) if (CUSTOMER) if (CUSTOMER)   (CUSTOMER)
                                                   BR and        BR and        if BR and    if BR and
                                                   Exchange      Exchange      Exchange     Exchange
                                                   schedule is   schedule is   schedule is  schedule is
                                                   changed for   changed for   changed for  changed for
                                                   Saturday.     Sunday.       Monday.      Tuesday.
                                                   Saturday      Sunday        Monday       Tuesday
                                                   schedule is   schedule is   schedule is  schedule is
                                                   Final         Final         Final        Final
  ------ ------------- ------------- ------------- ------------- ------------- ------------ ------------

6\. [Additional Scheduling Procedures when Western is the (CUSTOMER)'s
Scheduling Coordinator:]{.underline}

6.1 If Western is (CUSTOMER)'s Portfolio Manager, as set forth in a
separate Custom Product Contract for Full Load Service, all activities
and responsibilities in this Section 6 will be performed by Western on
behalf of (CUSTOMER).

> 6.2 By 0800 hours on the Scheduling Day, (CUSTOMER) shall provide
> Western with a copy of its load and resource schedules that require
> input to the ISO for the Active Day. For each schedule, (CUSTOMER)
> must provide an energy profile, the counter party, the source and
> sink, and the interchange point, if applicable. Schedules must be
> submitted electronically. The schedules shall be consistent with the
> format provided by Western and shall utilize XML.
>
> 6.3 Any schedule adjustments must be submitted to Western at least 4
> hours prior to the first hour being adjusted.

7\. [General Scheduling Guidelines and Protocols]{.underline}:

7.1 No after-the-fact schedule changes by either Party shall be allowed.

7.2 If Western experiences technical difficulties, due to a failure of
its computer programs and/or equipment, and is unable to abide by the
scheduling timeframe as described in this Exhibit C, Western will notify
(CUSTOMER) of any expected delays, if possible, and make best efforts to
resume the scheduling timeframe as soon as practicable. Western will not
be liable for any costs incurred by (CUSTOMER) associated with this
Subsection 7.2.

7.3 If (CUSTOMER) experiences technical difficulties, due to a failure
of its computer programs and/or equipment, and is unable to abide by the
scheduling timeframe as described in this Exhibit C, (CUSTOMER) should
contact Western to arrange for an alternate communication method.

7.4 All energy will be scheduled in whole megawatts.

7.5 All E-tag information will be exchanged between Western and
(CUSTOMER) in a timely manner.

> WESTERN AREA POWER ADMINISTRATION

By:

[Thomas R. Boyko]{.underline}

Title: [Power Marketing Manager]{.underline}

Address: [114 Parkshore Drive]{.underline}

[Folsom, CA 95630-4416]{.underline}

Date:

> (CUSTOMER)

(Seal)

By:

Title:

Attest: Address:

By:

Title: Date: