### 2004 Power Marketing Plan

**Base Resource Contract Overview**

The following summarizes the main provisions of the Base Resource
Contract:

**Section 4 (Termination of amendment for right to purchase after
2004):**

-   Terminates the existing contract amendments that provide for a
    customer's right to purchase power from Western after 2004.
    Execution of the Base Resource contract sustains a customer's right
    to purchase after 2004.

    **Section 5 (Effective date and term of contract):**

Provides for:

-   Base Resource contracts to be effective upon execution by Western.

-   Base Resource contracts to remain in effect until December 31, 2024,
    subject to prior termination.

-   Service to begin under the Base Resource contract on January 1,
    2005.

    **Section 7 (Base Resource estimates and availability forecast):**

Sets forth the materials that Western will provide for planning and
forecasting purposes.

-   Green Book: a report that describes the projects and provides levels
    of generation that may be expected under various hydrologic
    conditions;

-   Annual Base Resource forecast;

-   Monthly Base Resource forecast;

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-   Weekly Base Resource forecast.

    **Section 8 (Electric service furnished by Western):**

Provides for Western to furnish the following:

-   A percentage of the Base Resource to each customer;

-   Minimum amounts of energy that customers will have to schedule;

-   Maximum amounts of energy that customers can schedule;

-   The benefit of available regulation and operating reserves from the
    CVP in proportion to each customer's Base Resource percentage;

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-   Custom products under a separate contractual arrangement.

Specifies that Western shall not be obligated to replace any Base
Resource that is unavailable due to scheduled maintenance, system
emergencies, forced outages, or other constraints.

**Section 9 (Delivery arrangements):**

Specifies that:

-   Each customer must make arrangements for delivery of its Western
    power.

-   Each customer must provide written notification to Western by July
    1, 2004, demonstrating that it has arranged for transmission
    service.

    **Section 10 (Scheduling procedures and protocols):**

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-   Stipulates that all power will be provided on a scheduled basis.

    **Section 11 (Exchange program):**

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-   Provides that power in excess of a customer's load will be made
    available to Western, for provision to other customers, through a
    Western-managed exchange program. The program will consist of
    seasonal and hourly exchange programs.

Section 12 (Independent System Operator or regional transmission
organization):

-   Allows for changes to the contract, upon mutual consent between
    Western and its customers, in the event Western either joins or is
    required to conform to the protocols of an ISO or RTO. If a customer
    does not abide by the protocols made effective by FERC and
    applicable to Western, and Western incurs costs as a result, that
    customer will pay for all such costs.

    **Section 13 (Western rates):**

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-   Specifies that the Base Resource is provided on a take-or-pay basis.

    **Section 14 (Integrated resource plan):**

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-   States that customers must fulfill the requirements of Western's
    Energy Planning and Management Program. This involves the submission
    of an integrated resource plan or alternative report.

    **Section 15 (Adjustment of Base Resource percentage):**

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-   Stipulates that Western has the ability to adjust a customer's Base
    Resource percentage, under certain conditions.

    **Section 16 (2015 resource pool):**

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-   Provides that Western will reduce all customers' Base Resource
    percentages to establish the 2015 Resource Pool.

    **Section 17 (Metering and power measurement responsibilities):**

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-   Specifies that a customer is responsible for the metering equipment
    requirements and power measurement data associated with the use of
    Western power.

    **Section 18 (Changes in organizational status):**

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-   Allows for Western to adjust its obligation under the contract if a
    customer makes an organizational change or otherwise changes its
    obligation to supply electric power to preference loads.

    **Section 19 (Business protocols):**

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-   Provides for Western to make process or procedural improvements in
    the efficient and effective administration of the Base Resource
    contract.

    Exhibit A:

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-   Sets forth customer's percentage of the Base Resource and point(s)
    of delivery. The percentages currently set forth in each customer's
    Exhibit A to their Base Resource contract are subject to change, and
    the point(s) of delivery are still to be determined. Western may
    revise this exhibit unilaterally.

    Exhibit B:

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-   Sets forth the general principles of the Exchange Program. The
    current "procedures" will change and, therefore, Western will revise
    Exhibit B accordingly. If a customer does not agree with the
    procedures, it will have a one-time option to terminate its Base
    Resource contract. Western may revise this exhibit unilaterally.

    Exhibit C:

-   Sets forth the scheduling procedures and protocols. The current
    procedures may change and, therefore, Western will revise Exhibit C
    accordingly, as mutually agreed to by Western and the customers.

    Exhibit D:

-   Will set forth procedures that Western will follow to maximize and
    provide the benefits of the operating reserves and regulation
    capabilities of the CVP. Western will work with the customers to
    develop the procedures and will revise Exhibit D accordingly. If a
    customer does not agree with the procedures, it will have a one-time
    option to terminate its Base Resource contract. Western may revise
    this exhibit unilaterally.

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