EXECUTION COPY

                  AMENDED AND RESTATED APPENDIX I ITC AGREEMENT
                  ---------------------------------------------


     This  AMENDED AND  RESTATED  APPENDIX I  INDEPENDENT  TRANSMISSION  COMPANY
AGREEMENT  (the  "Agreement")  is entered  into as of this 14th day of  February
2003, by and between the MIDWEST INDEPENDENT  TRANSMISSION SYSTEM OPERATOR, INC.
("Midwest ISO") and GRIDAMERICA LLC ("GridAmerica"). Midwest ISO and GridAmerica
are jointly referred to as the "Parties" and individually, as a "Party."

                                   BACKGROUND

     WHEREAS,  the United States Federal Energy Regulatory  Commission (together
with any successor agency,  "FERC" or "Commission") in Order No. 2000 called for
the  formation of regional  transmission  organizations  ("RTOs") to promote the
creation of large electricity  markets and to provide  reliable,  cost-efficient
services to customers;

     WHEREAS,  Midwest ISO is a FERC approved RTO with an open architecture that
accommodates  various forms of independent  transmission  company ("ITC") in its
operation;

     WHEREAS,  on April 25, 2002, the  Commission  issued an order in Docket No.
EL02-65 (99 FERC P. 61,105  (2002))  encouraging  the formation of an ITC within
Midwest ISO;

     WHEREAS,  Union Electric  Company,  d/b/a  AmerenUE,  and Central  Illinois
Public  Service  Company,   d/b/a  AmerenCIPS   (together,   "Ameren   Operating
Companies"),  American Transmission Systems, Incorporated ("ATSI"), a subsidiary
of FirstEnergy  Corp.,  and Northern  Indiana Public Service Company  ("NIPSCO")
wish to comply  with  Order No.  2000  through  the  formation  of an ITC within
Midwest ISO;

     WHEREAS, (i) the Ameren Operating Companies, ATSI, NIPSCO and National Grid
USA ("NGUSA") have executed and delivered that certain Master Agreement dated as
of October 31, 2002 (the "Original Master Agreement") regarding the creation and
operation of  GridAmerica  as an ITC within  Midwest ISO,  (ii) NGUSA has caused
GridAmerica  to be  formed  as a  limited  liability  company  with  GridAmerica
Holdings Inc., (successor to GridAmerica Holdings LLC), an affiliate of NGUSA as
managing member,  pursuant to that certain Limited  Liability  Company Agreement
dated as of October 31, 2002 (the "Original LLC Agreement"),  (iii) GridAmerica,
Ameren  Operating  Companies,  ATSI and NIPSCO have executed and delivered  that
certain  Operation  Agreement  dated  as of  October  31,  2002  (the  "Original
Operation  Agreement")  pursuant to which  GridAmerica will exercise  functional
control over the transmission facilities of the Ameren Operating Companies, ATSI
and  NIPSCO  that are not  currently  under the  operational  control  of a FERC
approved  RTO;  and (iv) the  Midwest  ISO and  GridAmerica  have  executed  and
delivered that certain  Appendix I Independent  Transmission  Company  Agreement
dated as of October 31, 2002 (the "Original MISO ITC Agreement");

     WHEREAS,  on December 19, 2002, the Commission  conditionally  accepted for
filing,  and suspended and made effective subject to refund,  future filings and
further orders, the Original Master Agreement,  the Original LLC Agreement,  the
Original Operation  Agreement and the Original MISO ITC Agreement in Docket Nos.
ER02-2233-001  and  EC03-14-000  (101 FERC P. 61,320 (2003) (the "FERC Approving
Order");

<PAGE>


     WHEREAS, the parties to each of the Original Master Agreement, the Original
LLC Agreement and the Original LLC Agreement  have agreed to, and have,  amended
and  restated  such  Agreements  to  comply  with the  requirements  of the FERC
Approving Order;

     WHEREAS, the Parties desire to set forth the terms and conditions governing
GridAmerica's  participation  in Midwest ISO as modified as required by the FERC
Approving Order;

     NOW, THEREFORE,  the Parties hereby agree to amend and restate the Original
MISO ITC Agreement in its entirety as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     The terms  used in this  Agreement  shall  have the same  meaning as in the
Agreement Of Transmission  Facilities Owners To Organize The Midwest Independent
Transmission  System Operator,  Inc. on file with and accepted by the Commission
as Midwest  ISO's Rate  Schedule  FERC No. 1 ("Midwest  ISO  Agreement")  unless
otherwise specified herein.

     "Ameren" means Ameren Services  Company,  individually and as agent for the
Ameren Operating Companies.

     "Ameren  Operating  Companies"  has the meaning  set forth in the  recitals
hereto.

     "Ameren  Zone" means the RTO pricing  zone for which the rates  accepted or
approved by FERC for the Ameren Operating Companies shall apply.

     "Ameren  Zonal Rate" means the rates  applicable to the Ameren Zone, as may
be changed from time to time.

     "Approval  Order" shall mean one or more Final  Orders that,  collectively,
approve  this  Agreement  and  such  other  agreements  as may be  necessary  or
desirable  to create  GridAmerica  as an ITC within  Midwest ISO as to which the
approval  of  the  Commission  is  required  under   applicable   Law,   without
modification or condition,  other than any such  modifications and conditions as
would  not,  in the  aggregate,  cause a Party to fail to realize  any  material
benefit which it reasonably  anticipates from  participation in the transactions
contemplated by such Agreements.

     "ATSI Zone" means the RTO pricing zone for which rates for ATSI as accepted
or approved by FERC shall apply.

     "ATSI Zonal Rate" means the rates  applicable  to the ATSI Zone,  as may be
changed from time to time.

     "Authority" has the meaning set forth in Section 18.3 hereof.

                                       2

<PAGE>

     "Confidential Information" means all (i) information that is furnished to a
Recipient by the Disclosing Party or its Representatives, in whatever form, that
may constitute or contain confidential, proprietary or trade secret information,
or  which  may  otherwise  be  claimed  by  the  Disclosing  Party  to  be  of a
market-sensitive,  competitive, confidential or proprietary nature, and (ii) all
portions of any analyses, compilations,  studies or other documents that include
any of the foregoing  information prepared by or for a Recipient.  "Confidential
Information" excludes any information that (i) the Disclosing Party notifies the
Recipient  in  writing  is  not  confidential;  (ii)  becomes  available  to the
Recipient  on a  non-confidential  basis  from  a  source  other  than  (a)  the
Disclosing Party, its  Representatives or another person acting on behalf of the
Disclosing  Party,  or (b) a party who has  confidentiality  obligations  to the
Disclosing Party;  (iii) is or becomes  generally  available to the public other
than as a result of a disclosure by the Recipient,  its  Representatives  or any
person to whom such Recipient or Representatives disclosed the information; (iv)
was  previously  known to the Recipient free and clear of any obligation to keep
it  confidential;  (v) is disclosed  to third  parties by the  Disclosing  Party
without restriction or obligation of  confidentiality;  or (vi) is independently
developed  by  the  Recipient  without  reference  to  the  Disclosing   Party's
Information.

     "Consent" shall mean any authorization,  consent, opinion, order, approval,
license,  franchise,  ruling,  permit, tariff, rate,  certification,  exemption,
filing or registration from, by, or with any Governmental Authority,  any person
or any governing body of any person.

     "Control Date" has the meaning set forth in Section 4.1.3 hereof.

     "CPI Index"  shall mean the  Consumer  Price Index for All Urban  Consumers
(unadjusted for seasonal  variation) for the U.S. City Average as published from
time to time by the U.S.  Bureau of Labor  Statistics or any successor index (or
any  substantially  similar  index  in the  event  that no  successor  index  is
published) published by such bureau or any successor agency or department.

     "Direct Claim" has the meaning set forth in Section 17.6 hereof.

     "Disclosing Party" means either  GridAmerica,  Ameren,  ATSI, or NIPSCO, on
the one hand, or Midwest ISO, on the other hand, to the extent either such party
is furnishing the other party with Confidential Information concerning itself or
its affiliate(s).

     "Effective Date" has the meaning set forth in Section 2.1 hereof.

     "Facilities" mean those transmission  facilities over which GridAmerica has
functional control, as set forth on Schedule 1 attached hereto.

     "FERC Approving Order" has the meaning set forth in the recitals hereof.

     "Final Order" shall mean a final order issued by the  Commission  approving
this  Agreement  and such other  agreements  as may be necessary or desirable to
create  GridAmerica  as an ITC within  Midwest  ISO as to which  approval of the
Commission is required under applicable Law.

                                       3

<PAGE>

     "FirstEnergy Operating Companies" means The Cleveland Electric Illuminating
Company, Ohio Edison Company,  Pennsylvania Power Company, and The Toledo Edison
Company.

     "Good  Utility  Practice"  has the  meaning  set forth in the  Midwest  ISO
Agreement.

     "Governmental  Authority" or  "Governmental"  shall mean a federal,  state,
local  or  foreign  governmental  authority;  a state,  province,  commonwealth,
territory  or district  thereof;  a county or parish;  a city,  town,  township,
village or other municipality;  a district,  ward or other subdivision of any of
the foregoing; any executive,  legislative or other governing body of any of the
foregoing; any agency,  authority,  board, department,  system, service, office,
commission,  committee,  council  or  other  administrative  body  of any of the
foregoing;  any court or other judicial body and any officer,  official or other
representative of any of the foregoing.

     "GridAmerica  Integration  Costs" has the meaning set forth in Section 13.1
hereof.

     "GridAmerica Participants" means Ameren, ATSI, NIPSCO, and National Grid.

     "GridAmerica System" has the meaning set forth in Section 4.1.3 hereof.

     "GridAmerica Three" means Ameren, ATSI, and NIPSCO.

     "Indemnifying Party" has the meaning set forth in Section 17.4 hereof.

     "Indemnitee" has the meaning set forth in Section 17.4 hereof.

     "ITC Agreements"  means (i) the Amended and Restated Master Agreement dated
as of February 14, 2003 by and among GridAmerica, GridAmerica Holdings Inc., the
GridAmerica  Three and NGUSA,  (ii) the Amended and Restated  Limited  Liability
Company  Agreement of GridAmerica dated as of February 14, 2003 and entered into
by  GridAmerica  Holdings  Inc.  and (iii) the  Amended and  Restated  Operation
Agreement  dated  as of  February  14,  2003 by and  among  GridAmerica  and the
GridAmerica  Three,  in each  case  as the  same  may be  amended,  modified  or
otherwise supplemented and in effect from time to time.

     "Law" shall mean any applicable  constitutional  provision,  statute,  act,
code, law, regulation,  rule, ordinance,  order, decree,  ruling,  proclamation,
resolution,  judgment, decision, declaration or interpretive or advisory opinion
of a Governmental Authority.

     "Make-Ready  Arrangements"  shall  mean the  arrangements,  contractual  or
otherwise, made by or entered into by GridAmerica and/or Midwest ISO pursuant to
which  GridAmerica  or Midwest ISO, as the case may be,  acquires  such systems,
personnel, services,  intellectual property and other assets as are required for
GridAmeria to serve as an  Independent  Transmission  Company within Midwest ISO
and for  GridAmerica  or  Midwest  ISO,  as the  case  may be,  to  perform  its
obligations under the Delineation of Functions.

     "Member" has the meaning set forth in the Midwest ISO Agreement.

     "Midwest ISO OATT" has the meaning set forth in Section 4.1.5 hereof.

                                       4

<PAGE>

     "NDTO"  means  a  non-divesting  transmission  owner  that  has  signed  an
Operation Agreement with GridAmerica.

     "NIPSCO  Zone"  means the RTO  pricing  zone for which  rates for NIPSCO as
accepted or approved by the Commission shall apply.

     "NIPSCO  Zonal Rate" means the rates  applicable to the NIPSCO Zone, as may
be changed from time to time.

     "OASIS" has the meaning set forth in Section 6.1 hereof.

     "Order" shall mean any writ, judgment,  decree, injunction or similar order
of any Governmental Authority (in each such case, whether preliminary or final).

     "Order No. 2000" means the order of FERC set forth in Regional Transmission
Organizations,  Order No. 2000, FERC Stats and Regs  (Regulations  Preambles) P.
31,089  (1999),   order  on  reh'g,  Order  No.  2000-A,  FERC  Stats  and  Regs
(Regulations Preambles) P. 31,092 (2000).

     "Owners" has the meaning set forth in the Midwest ISO Agreement.

     "Performance Manager" has the meaning set forth in Section 12.1 hereof.

     "Recipient" means GridAmerica, Ameren, ATSI, or NIPSCO, on the one hand, or
Midwest  ISO,  on the  other  hand,  to  the  extent  such  Party  is  receiving
Confidential Information of the Disclosing Party.

     "Reliability  Coordination  Service"  has the  meaning set forth in Section
4.2.1 hereof.

     "Reliability  Coordinator"  has the  meaning  set  forth in  Section  4.2.3
hereof.

     "Representatives"   means  principals,   partners,   officers,   directors,
employees,  agents, and other representatives,  experts and advisors,  including
without  limitation,   attorneys,  independent  accountants,   consultants,  and
financial advisors, and Representatives of such Representatives.

     "Required  Consent"  shall mean with respect to  GridAmerica,  any required
consent or approval of the Securities and Exchange  Commission  under the Public
Utility Holding Company Act of 1935, as amended,  and any Consents that a member
of the GridAmerica  Three notifies  GridAmerica and Midwest ISO in writing prior
to December 31, 2002 are a precondition to its participation in GridAmerica.

     "RTO" has the meaning set forth in the recitals hereto.

     "RTO  Services"  mean those  services and  functions  which taken  together
enable  Ameren,  ATSI, and NIPSCO to comply fully with Order No. 2000, and shall
include the  transmission  services  described in, and to be provided by Midwest
ISO under, this Agreement.

     "Third Party Claim" has the meaning set forth in Section 17.4 hereof.

                                       5

<PAGE>

     "Transmission  System"  has  the  meaning  set  forth  in the  Midwest  ISO
Agreement.

     "Users" has the meaning set forth in the Midwest ISO Agreement.

                                    ARTICLE 2

           FILING, EFFECTIVE DATE, SERVICE DATE, TERM, AND TERMINATION
           -----------------------------------------------------------

     2.1  The GridAmerica  Participants,  on behalf of GridAmerica,  and Midwest
ISO shall  jointly  file with FERC for  approval  of this  Agreement  as soon as
practicable   following  the  execution  hereof.  This  Agreement  shall  become
effective  upon the date the FERC shall  have  issued  the  Approval  Order (the
"Effective  Date").  Each Party shall use its best efforts to gain FERC approval
of this  Agreement on an expedited  basis and agrees to provide  support for the
model set forth in this  Agreement  in public  fora and  elsewhere.  If the FERC
accepts and generally  approves this Agreement but requires a compliance  filing
by either of the Parties,  the Parties  shall  evaluate  whether  such  required
compliance filing materially changes or frustrates the intent of this Agreement.
The  Parties  agree to  negotiate  in good  faith to  establish  new  terms  and
conditions  that place the Parties in the same position as bargained for in this
Agreement.  In the event that the Parties  cannot reach an  agreement  within 30
days of FERC action on new terms and conditions, or the new terms and conditions
are not  subsequently  accepted by the FERC, the  GridAmerica  Participants  and
GridAmerica  may withdraw its  application  to join Midwest ISO upon thirty days
written notice.

     2.2  Subject to Sections 2.4 and 2.5, this Agreement shall remain in effect
following  the  Effective  Date for an initial  term ending at midnight  Carmel,
Indiana time on the fifth  anniversary  of the Control Date,  which initial term
shall be automatically extended from year to year unless either Party shall have
given the other six months written notice of termination prior to the end of the
initial term, or at the end of any renewal term if such notice is given at least
six months prior to the term then ending; provided,  however, that (i) if at the
time such notice of termination is given by either Party,  applicable provisions
in the  Midwest  ISO  Transmission  Owners  Agreement  governing  the right of a
"Transmission Owner" thereunder to withdraw from Midwest ISO specify a different
minimum time for notice of withdrawal  (whether  longer or shorter) from Midwest
ISO, such  different  minimum time shall apply under this  Agreement and (ii) if
GridAmerica  (x) has not acquired  transmission  facilities  of any NDTO and (y)
ceases  to  function  as an ITC,  whether  by  reason  of its  dissolution,  the
withdrawal of all of the NDTOs  participating  in GridAmerica as contemplated by
this  Agreement and as permitted by the ITC  Agreements  or otherwise,  then the
term of this Agreement shall end at the close of business on the day GridAmerica
ceases to function as an ITC.

     2.3  Notwithstanding  anything to the contrary set forth in this Agreement,
if (a) ownership of all or a substantial portion of any NDTO or its transmission
facilities is changed as a result of sale,  merger,  or acquisition  involving a
party other than an affiliate of such NDTO or (b) any NDTO  exercises  its right
to withdraw from  GridAmerica  set forth in Section  5.7(a) or Section 5.7(b) of
the  Master  Agreement  or  Section  5.1  of  the  Operation  Agreement  or  (c)
GridAmerica acquires transmission facilities of any NDTO, then such new owner or
such NDTO or  GridAmerica,  as the case may be,  may,  subject  to the terms and
conditions  set  forth  in the ITC  Agreements,  withdraw  its  facilities  from
GridAmerica;  provided,  however,  that,  unless the

                                       6

<PAGE>

Commission shall otherwise  approve,  upon the effectiveness of such withdrawal,
such new owner, NDTO or GridAmerica,  as the case may be, shall automatically be
and become a member of Midwest ISO for a term  ending no earlier  than the fifth
anniversary of the Control Date, or such later date as to which the term of this
Agreement shall have been extended pursuant to Section 2.2 hereof, and otherwise
having the same rights and  obligations as a member  "Transmission  Owner" under
the Midwest ISO Transmission Owners Agreement. Midwest ISO agrees to support the
membership of any such new owner,  NDTO or  GridAmerica,  as the case may be, in
Midwest ISO as contemplated by the immediately preceding sentence.

     2.4  Notwithstanding  anything to the contrary set forth in this Agreement,
GridAmerica  has the right to withdraw  from  Midwest  ISO upon 30 days  written
notice,  subject to FERC approval,  if other Midwest ISO Owners or ITCs withdraw
from  Midwest  ISO  where  either:   a)  GridAmerica   is  no  longer   directly
interconnected  with a remaining Midwest ISO member; or b) a material portion of
the transmission  facilities under Midwest ISO's operational control are removed
by Midwest ISO members.

     2.5  If  GridAmerica  withdraws from Midwest ISO,  GridAmerica  will remain
responsible  for all  financial  obligations  it incurs  under the  Midwest  ISO
Agreement and Midwest ISO OATT before the date of its withdrawal.

     2.6  Should,  upon the withdrawal of GridAmerica  from the Midwest ISO, the
NDTOs remain in the Midwest ISO either in another ITC or as Owners,  GridAmerica
will  not be  liable  to the  Midwest  ISO for  the  shares  of the  unamortized
GridAmerica  Integration  Costs applicable to those NDTOs that remain in Midwest
ISO.

                                    ARTICLE 3

                          STRUCTURE OF RTO ARRANGEMENT
                          ----------------------------

     3.1  GridAmerica  will  become an ITC within  Midwest  ISO  pursuant to the
terms and conditions of this Agreement.  GridAmerica will be treated as an Owner
under the Midwest ISO  Agreement to the extent it owns  transmission  facilities
within  Midwest ISO.  GridAmerica  will  represent the NDTOs with respect to the
governance  and  activities  of Midwest ISO. The NDTOs will have the same rights
and voting authority as Owners under the Midwest ISO Agreement.  Nothing in this
Agreement will preclude the NDTOs or any of their affiliates from  participating
in  appropriate   Midwest  ISO  matters.   Although  this  Agreement,   and  the
relationship   between   GridAmerica  and  Midwest  ISO  as  set  forth  herein,
incorporates certain provisions of the Midwest ISO Agreement,  any incorporation
of the terms of the Midwest ISO Agreement  herein shall not make  GridAmerica an
obligor  under  that  agreement,  nor shall  incorporation  of such  terms  make
GridAmerica in any way a party to the Midwest ISO  Agreement.  References to the
Midwest ISO Agreement in this Agreement shall mean the Midwest ISO Agreement and
the Appendices  thereto as the same exist on the date hereof and as the same may
be amended from time to time but only if and not until such amendments,  insofar
as  affecting  this  Agreement or the rights,  entitlements  or  obligations  of
GridAmerica, are also documented hereunder pursuant to Section 19.2 hereof.

                                       7

<PAGE>

     3.2  With  respect to its  supply of RTO  Services  under  this  Agreement,
not-withstanding  any other provision of this  Agreement,  Midwest ISO shall not
discriminate against GridAmerica  vis-a-vis other Midwest ISO Members (including
without limitation Owners or other ITCs) or Users to which it supplies identical
or substantially similar services.

     3.3  Except to the extent  inconsistent with the terms of this Agreement or
as otherwise  provided  herein,  the same procedures and protocols  described in
Appendix  E to  the  Midwest  ISO  Agreement  shall  govern  and  apply  to  the
relationship  of the Parties and the  provision  of RTO  Services by Midwest ISO
hereunder,  to the same extent as if  GridAmerica  were an Owner for purposes of
such Appendix E.

                                    ARTICLE 4

                 TRANSMISSION FACILITIES OPERATED BY GRIDAMERICA
                SUBJECT TO THE DIVISION OF FUNCTIONS SET FORTH IN
              SCHEDULE 5 TO THIS AGREEMENT AND TO CERTAIN PROTOCOLS
                SET FORTH IN VARIOUS SCHEDULES TO THIS AGREEMENT
                ------------------------------------------------

     4.1  Functional Control,  Reliability,  Provision of Regional  Transmission
Service.

          4.1.1  GridAmerica  will  exercise   functional   control   over   the
Facilities. The NDTOs will file applications with the Commission for approval of
the transactions contemplated by this Agreement and the ITC Agreements.

          4.1.2  After  receiving authorization  to exercise functional  control
over the  Facilities,  GridAmerica  will cede to Midwest ISO those functions set
forth in Schedule 5 to this  Agreement  that are to be performed by Midwest ISO.
GridAmerica  shall  perform  those  functions  set forth in  Schedule  5 to this
Agreement  that are to be performed by GridAmerica as an ITC, and will also, for
a  transition  period  not  to  extend  beyond  the  earlier  to  occur  of  the
implementation  of standard  market design and Midwest ISO's Day Two  congestion
management  systems,  perform  as  contractor  to  Midwest  ISO,  certain of the
functions  to be  performed  by Midwest  ISO,  as  described  on Schedule 5. All
functions  set forth in Schedule 5 that are to be  performed by  GridAmerica  as
contractor to Midwest ISO shall be performed  under the  supervision  of Midwest
ISO pursuant to protocols to be agreed  between the Parties.  Schedule 5 to this
Agreement sets forth the "Delineation of Functions" approved by FERC in Alliance
Companies,  99 FERC P. 61,105 (2002);  TransLink,  99 FERC P. 61,106 (2002). The
Parties recognize that, prior to full operations  pursuant to the Delineation of
Functions  in Schedule 5, (i) the  development  of the  GridAmerica  systems and
assets must be completed  and  integrated  into the Midwest ISO systems and (ii)
the  Parties  must agree on  procedures  for  implementing  the  Delineation  of
Functions.   Following  complete  integration  of  systems,   service  over  the
Facilities will be provided under the Midwest ISO OATT.

          4.1.3  Each of Midwest ISO and GridAmerica  shall promptly  notify the
other in writing  of the  satisfaction  of all  applicable  legal  requirements,
system readiness,  and systems integration necessary for GridAmerica and Midwest
ISO to  assume  their  respective  responsibilities  under  the  Delineation  of
Functions  (each a "Notification  of Readiness").  On the first day of the month
following the receipt of such Notifications of Readiness, but no sooner

                                       8

<PAGE>

than the fifth day following  the date of receipt of the last such  Notification
of Readiness  (the  "Control  Date"),  GridAmerica  and Midwest ISO shall assume
their  respective  responsibilities  under the Delineation of Functions over the
facilities  constituting  the  GridAmerica   transmission  system  ("GridAmerica
System"). Midwest ISO will thereafter exercise its delineated functions over the
Facilities and the GridAmerica System consistent with its responsibilities under
Article  Three,  Section  l.A of the  Midwest  ISO  Agreement.  Anything in this
Section  4.1.3 or otherwise in this  Agreement to the contrary  notwithstanding,
the occurrence of the Control Date shall be postponed and shall not occur:

               (a) unless and until the Commission shall have issued an Approval
Order and (unless waived by the Parties) none of the Final Orders comprising the
Approval  Order is subject to possible  rehearing  and each Party  requiring any
Required  Consent  shall  have  received  the same,  or shall  have  waived  the
requirement  that it shall have  received the same,  and such  Required  Consent
shall: (i) be in form and substance which would not, in the reasonable  judgment
of such Party,  and when considered in light of the Approval Order and all other
Required  Consents (A) cause such Party to fail to realize any material  benefit
which it  reasonably  anticipates  from the  transactions  contemplated  by this
Agreement and the ITC  Agreements or (B) impose any  conditions or  requirements
which could reasonably be expected to have a material and adverse effect on such
Party's or any of its  affiliates'  current or planned  operations  or  business
activities or its or their prospects; and (ii) be in full force and effect.

               (b)  unless  and until the  Make-Ready  Arrangements  shall be in
place and shall be  reasonably  satisfactory  in form and  substance  to each of
GridAmerica and Midwest ISO.

               (c)  unless and until the Parties shall have agreed on procedures
for  implementing  the Delineation of Functions as contemplated by Section 4.1.2
hereof.

               (d)  unless and until  Midwest ISO shall have made (i) a one-time
payment  equal  to the  amount  of the  actual  costs  (including  appropriately
allocated  internal costs) incurred by National Grid USA (and/or its affiliates)
and the  GridAmerica  Three as may be reasonably  necessary or  appropriate  for
GridAmerica  to obtain such  services  and acquire  such rights to  intellectual
property or other  assets as are  required  for  GridAmerica  to serve as an ITC
within  Midwest ISO as  contemplated  by the ITC  Agreements  and to perform its
obligations  under the  Delineation  of  Functions,  as the same may be amended,
modified or otherwise  supplemented by mutual  agreement of the parties prior to
the Control Date and (ii) a one-time payment to reimburse the GridAmerica  Three
for their  actual  costs  (including  appropriately  allocated  internal  costs)
incurred  in the  development  of  Alliance  RTO,  such  payments  to be made as
directed by GridAmerica;  provided,  however, that the aggregate amount required
to be paid by  Midwest  ISO  pursuant  to this  paragraph  (d) shall not  exceed
$36,200,000.  All  amounts to be paid by Midwest ISO  pursuant  to this  Section
4.1.3(d)  shall be  supported  by  documentation  submitted  to Midwest ISO with
GridAmerica's Notification of Readiness.

               (e)  unless and until  Midwest ISO shall have refunded to Ameren,
with  interest,  the  $18,000,000  payment  made by Ameren to leave  Midwest ISO
pursuant to the terms of settlement  approved in Illinois  Power Co., 95 FERC P.
61,183, order on reh'g., 96 FERC P. 61,206 (2001).

                                       9

<PAGE>

               (f)  if there  shall be in effect  any Order or Law  restraining,
enjoining or otherwise  prohibiting  or making illegal the  consummation  of the
transactions  contemplated by this Agreement,  the MISO License Agreement or the
ITC Agreements.

          4.1.4  GridAmerica shall  share  GridAmerica's  procurement  plan  for
obtaining third party services and  intellectual  property and other assets that
are  required  for  GridAmerica  to  serve  as an  ITC  within  Midwest  ISO  as
contemplated  by  this  Agreement  and to  perform  its  obligations  under  the
Delineation  of  Functions.  GridAmerica  will confer with  Midwest ISO prior to
entering  into any  contract  with a third  party  vendor  that  will  result in
expenditures  of  $500,000  or more for which  GridAmerica  will  seek  recovery
pursuant to Section 4.1.3(d).

          4.1.5  On and  after  the  Control   Date,   Midwest  ISO  shall  have
responsibility for the reliability of the GridAmerica System consistent with its
responsibilities  under the Delineation of Functions and Article Three,  Section
I.B  of  and  Appendices  B and E to  the  Midwest  ISO  Agreement.  Should  the
Commission  modify the  delineation  of  functions  between  ITCs and RTOs,  the
parties agree to negotiate to effectuate the Commission's intent with respect to
such modified delineation of functions.

          4.1.6  On and after the Control Date, GridAmerica and Midwest ISO will
provide  transmission  service over the Grid  America  System and in the Ameren,
ATSI,  and NIPSCO Zones on a  nondiscriminatory  basis under,  and in accordance
with, the Delineation of Functions and the Midwest ISO Open Access  Transmission
Tariff on file with FERC or any  successor  tariff  (the  "Midwest  ISO  OATT"),
subject to and in accordance  with the  provisions  and  limitations of Sections
3.3, 11 and 13 hereof Midwest ISO shall administer the Midwest ISO OATT.

          4.1.7  Following the Control Date,  Midwest ISO shall offer within the
Ameren,  ATSI,  and NIPSCO  Zones,  as part of the  Midwest  ISO OATT,  all such
ancillary  services as are required by FERC to be offered  under the Midwest ISO
Tariff.  Midwest ISO shall obtain such services from  providers in a manner that
minimizes  cost,  consistent  with its  reliability  responsibilities  and other
obligations under this Agreement. In obtaining such ancillary services,  Midwest
ISO shall afford no undue preference or disadvantage to any generation supplier.
The NDTOs shall maintain those schedules in the Open Access Transmission Tariffs
permitting  the  provision of ancillary  services and nothing in this  Agreement
shall preclude an NDTO from  self-supplying  any necessary  ancillary  services.
Moreover,  nothing in this Agreement shall preclude GridAmerica (consistent with
FERC policy and on behalf of the NDTOs) or the NDTOs from  participating  in any
competitive ancillary services markets that may be created within Midwest ISO.

          4.1.8  On and after  the  Control  Date,   Midwest  ISO  will  perform
congestion   management   functions  with  respect  to  the  GridAmerica  System
consistent with its responsibilities  under Attachment K of the Midwest ISO OATT
or any other FERC approved  congestion  management plan that may be administered
by Midwest ISO from time to time.

          4.1.9  Legal and  equitable   title  to  the   respective   properties
comprising the GridAmerica  System,  including all land and land rights,  and to
all the Facilities or any facilities  with  GridAmerica  may hereafter  build or
acquire, shall remain with the respective NDTOs or

                                       10

<PAGE>

their affiliates (unless the NDTOs or such affiliates  transfer title to another
entity)  and is not  changed by this  Agreement.  The NDTOs or their  affiliates
shall retain all rights incident to such legal and equitable  title,  including,
but not limited to, the right, subject to applicable federal or state regulatory
approvals and third party rights, to build,  acquire,  sell,  dispose of, use as
security or convey any part of such property,  or use such property for purposes
other than providing transmission services (such as the use of such property for
telecommunications  purposes),  provided  that the  exercise  of any such rights
shall not impair the reliability of the Transmission System.

     4.2  Reliability Coordination Service.

          4.2.1  On and after  the  Control  Date,   Midwest  ISO  will  be  the
Reliability  Coordinator for the Ameren, ATSI, and NIPSCO Zones, and shall enter
into any such  arrangements  as are necessary to perform this function.  Midwest
ISO  shall  supply  the  service  specified  in  Schedule  2 to  this  Agreement
("Reliability  Coordination  Service")  together,  in conjunction with, and as a
part of, the reliability  coordination  function  performed by Midwest ISO under
the Midwest ISO Agreement.

          4.2.2. If  appropriate,  GridAmerica  may take actions to preserve the
security of the  GridAmerica  System before  requesting  assistance from Midwest
ISO.  GridAmerica  shall inform  Midwest ISO of any such actions and  coordinate
such actions with Midwest ISO.

          4.2.3  Notwithstanding any other provision of this Agreement,  Midwest
ISO may  intercede  and direct  appropriate  actions in its role as the regional
reliability  coordinator (the  "Reliability  Coordinator").  If such Midwest ISO
action is disputed by GridAmerica,  Midwest ISO's position shall control pending
resolution of the dispute.

          4.2.4  Without limiting Midwest  ISO's general  obligation  under this
Agreement to ensure non-discriminatory service to GridAmerica, Midwest ISO shall
take no discriminatory  action in carrying out Reliability  Coordination Service
which would advantage the transmission  transactions  scheduled on the system(s)
of any other Midwest ISO Members,  Owners, other ITCs or Users over transactions
scheduled on the GridAmerica System.

                                    ARTICLE 5

                             PREEXISTING OBLIGATIONS
                             -----------------------

     5.1  GridAmerica  and  Midwest  ISO  will  execute  agency   agreements  in
substantially  the same form as  Appendix G to the Midwest  ISO  Agreement,  for
transmission  service provided over  distribution  facilities owned and operated
within the Ameren, ATSI, and NIPSCO Zones by the Ameren Operating Companies, the
FirstEnergy Operating Companies, or NIPSCO.  Notwithstanding any other provision
in Appendix G, the agency  authorization  shall not be construed as  authorizing
Midwest ISO to enter into any  agreement  that  creates any  liability,  cost or
other  obligation to be borne by the owners or by the GridAmerica  Three or Grid
America that is not expressly set forth in the Midwest ISO OATT.

     5.2  Midwest  ISO agrees to assume all  rights  and  obligations  under the
Ameren, ATSI, and NIPSCO OATT agreements entered into prior to the Control Date,
including, but not limited

                                       11

<PAGE>

to agreements for network integration service, firm point-to-point  transmission
service,  and generator  interconnection  service.  A list of such agreements is
attached as Schedule 3 to this Agreement.

     5.3  Midwest ISO will comply with all  obligations to provide  transmission
service incurred by the Ameren Operating  Companies,  the FirstEnergy  Operating
Companies,  and NIPSCO  pursuant to agreements  with third parties  entered into
prior to the effective date of the Ameren,  ATSI, and NIPSCO OATTs.  Midwest ISO
may satisfy these  obligations,  in whole or in part,  through the agreement for
network  integration  service  between  Midwest  ISO  and the  Ameren  Operating
Companies,  the  FirstEnergy  Operating  Companies,  and NIPSCO.  A list of such
agreements is attached as Schedule 4 to this Agreement.  Such  agreements  shall
continue  to be  performed  according  to their  terms  until such time as those
agreements may be modified by the Commission;  provided,  however,  that after a
transition  period of six years from the Control  Date,  all such loads shall be
served  directly  under  the  Midwest  ISO OATT  unless  the  Commission  orders
otherwise.  The Parties shall commence negotiations to address conversion to the
Midwest ISO after the transition period within three years of the Control Date.

     5.4  Midwest ISO  acknowledges  that Ameren,  ATSI, and NIPSCO have certain
obligations to  transmission  customers as a result of orders issued by the FERC
or other Governmental Authorities. GridAmerica will identify such obligations to
Midwest ISO prior to the Control Date. To the extent that  GridAmerica is unable
to perform such obligations following the Control Date, Midwest ISO will use its
best efforts to perform such  obligations on  GridAmerica's  behalf,  consistent
with the Midwest  ISO  Agreement  and the  Midwest  ISO Tariff.  Nothing in this
Section 5.4 shall be  construed  as  relieving  Ameren,  ATSI,  the  FirstEnergy
Operating  Companies  or  NIPSCO,  as the case may be, of these  obligations  to
transmission customers.

     5.5  Nothing in this Article 5 requires  Midwest ISO to assume  obligations
for transmission  service provided outside of the Ameren, ATSI, and NIPSCO Zones
or to perform any act prohibited by law.

                                    ARTICLE 6

                            SCHEDULING, ATC AND OASIS
                            -------------------------

     6.1  In order to provide for the  performance by GridAmerica of its tagging
and scheduling functions in accordance with the Delineation of Functions and the
integration  of those  functions  with the  functions to be performed by Midwest
ISO,  Midwest ISO shall provide  GridAmerica with access to and the right to use
its automated  scheduling system maintained and hosted by Midwest ISO and having
the functionality and performance  characteristics described on Schedule 6 under
the heading "Scheduling System."

     6.2  On or before the Control Date,  Midwest ISO shall  implement and shall
thereafter  maintain  an Open  Access  Same-time  Information  System or Systems
("OASIS") or  successor  system(s)  pursuant to the Midwest ISO OATT.  The OASIS
shall conform to the requirements for such systems as specified by FERC.

                                       12

<PAGE>

     6.3  On and after the  Control  Date,  GridAmerica  and  Midwest  ISO shall
review  and  approve,   as  appropriate,   requests  for  service  and  schedule
transmission  transactions  occurring over the GridAmerica  System in the manner
set forth in the  Delineation  of Functions.  GridAmerica  and Midwest ISO shall
also determine available  transmission  capability for the GridAmerica System in
the manner set forth in the  Delineation  of Functions.  In order to provide for
the  performance  by  GridAmerica  of its AFC functions in  accordance  with the
Delineation  of  Functions  and the  integration  of  those  functions  with the
functions to be  performed by Midwest ISO, (i) Midwest ISO shall make  available
to  GridAmerica  the data and other  services  described on Schedule 6 under the
heading  "AFC  System - Midwest  ISO  Obligations"  and (ii)  GridAmerica  shall
design,  implement,  host and  maintain  an  automated  AFC  system  having  the
functionality and performance  characteristics described on Schedule 6 under the
heading "AFC System - GridAmerica  Obligations." GridAmerica agrees that Midwest
ISO  shall  be a  permitted  licensee  of any  third  party  software  or  other
intellectual  property included in the GridAmerica AFC system and any agreements
with vendors in respect of any components of the GridAmerica AFC system shall be
freely  assignable  to MISO at no cost (other than ongoing  payments  under such
agreements  that would be the  obligation of  GridAmerica  in the absence of any
such assignment).

                                    ARTICLE 7

                      RATINGS AND TRANSMISSION MAINTENANCE
                      ------------------------------------

     7.1  On and after the Control  Date,  GridAmerica  shall provide to Midwest
ISO  ratings  and  operating  procedures  for the  Facilities  that  make up the
GridAmerica  System subject to dispute  resolution as set forth in Appendix D to
the Midwest ISO Agreement if Midwest ISO disagrees. GridAmerica's position shall
prevail pending resolution of the dispute.

     7.2  On  and  after  the  Control  Date,   GridAmerica   may  set  its  own
transmission  maintenance and outage  schedules  (subject to dispute  resolution
pursuant  to  Section  12 hereof if  Midwest  ISO  objects  to such  schedules).
GridAmerica shall coordinate such transmission  maintenance and outage schedules
with Midwest ISO as described in the  Delineation  of Functions.  With regard to
disputes concerning such schedules, GridAmerica's position shall prevail pending
resolution of the dispute, unless Midwest ISO, acting in its role as Reliability
Coordinator  under  Section  4.2  hereof,  determines  that  system  security is
involved,  in which case  Midwest  ISO's  determination  shall  prevail  pending
resolution  of  the  dispute.  GridAmerica  shall  maintain  the  Facilities  in
accordance with Good Utility  Practice.  In order to provide for the performance
by  GridAmerica  of its  outage  scheduling  functions  in  accordance  with the
Delineation  of  Functions,  Midwest  ISO agrees to design and  implement  those
changes to its  outage  scheduler  described  on  Schedule  6 under the  heading
"Outage Scheduler".

                                    ARTICLE 8

              CONSTRUCTION AND PLANNING; BEST PRACTICES CONSULTANCY
              -----------------------------------------------------

     8.1  On and after  the  Control  Date,  and  until  the  implementation  of
planning  processes  and  protocols  pursuant to Section 8.2 of this  Agreement,
GridAmerica  shall plan the GridAmerica  System in coordination with Midwest ISO
consistent with the Delineation of

                                       13

<PAGE>

Functions and the  provisions  and  protocols  provided for in Appendix B to the
Midwest ISO Agreement. Midwest ISO has the same obligations and responsibilities
to  GridAmerica  that Midwest ISO has to Owners under  Appendix B of the Midwest
ISO Agreement.

     8.2  The Parties  agree to develop and  implement  streamlined  coordinated
planning processes and protocols which grant GridAmerica, as a fully independent
ITC, greater  discretion and authority to plan its system to meet customer needs
than is  currently  granted  to  Owners  under  Appendix  B to the  Midwest  ISO
Agreement.  To the extent  required by  applicable  law,  any such plan shall be
approved by FERC prior to implementation.

     8.3  Notwithstanding  any other  provisions of this Article 8,  GridAmerica
shall use commercially  reasonable efforts to construct transmission  facilities
as directed by Midwest  ISO  consistent  with the  provisions  of Article  Four,
Section I.C of the Midwest ISO Agreement.

     8.4  For a period of one year following the Control Date,  GridAmerica will
provide a  consultancy  service  to  Midwest  ISO to assist  Midwest  ISO in the
development of  transmission  best  practices and will provide  Midwest ISO with
advice on enhancing existing assets, asset management and replacement,  lifetime
asset rating enhancements,  safety matters, latest technology applications, real
time  monitoring  capability  and rating,  matters  relating to  maintenance  of
facilities and outage optimization, both before and during implementation of day
ahead and real time markets.

                                    ARTICLE 9

              RESPONSIBILITY FOR GENERATOR INTERCONNECTION SERVICE
              ----------------------------------------------------

     On and  after  the  Control  Date,  GridAmerica  shall be  responsible  for
generator  interconnection service within the Ameren, ATSI, and NIPSCO Zones and
shall have the right to establish  the terms and  conditions  thereof,  provided
that FERC has approved  GridAmerica's  procedures and form of agreement for such
interconnection  service.  Until FERC  approval of such  procedures  and form of
agreement,  on  and  after  the  Control  Date,  Midwest  ISO's  interconnection
protocols  shall govern  GridAmerica's  provision  of generator  interconnection
service within the Ameren, ATSI, and NIPSCO Zones, except to the extent provided
in Section 5.2.  The Parties also  recognize  that the  Commission  has issued a
Notice of Proposed Rulemaking regarding generator interconnection agreements and
procedures  in Docket No. RM02-1 and intend that  GridAmerica  will fully comply
with FERC's policy on generator interconnections.

                                   ARTICLE 10

                     Market and Other Monitoring, Penalties
                     --------------------------------------

     10.1 On and after the Control Date,  Midwest ISO, in  accordance  with FERC
policy and directives,  will conduct market monitoring within the Ameren,  ATSI,
and  NIPSCO  Zones  consistent  with the terms of Article 8 of the  Midwest  ISO
Agreement.

                                       14

<PAGE>

     10.2 On and after the Control  Date,  Midwest ISO shall  impose and collect
penalties  within the Ameren,  ATSI,  and NIPSCO Zones as currently  provided in
Article 8 of the Midwest ISO Agreement and the Midwest ISO OATT.

                                   ARTICLE 11

                         RATES AND REVENUE DISTRIBUTION
                         ------------------------------

     11.1 In a  Section  205 rate  case to be filed  prior to the  operation  of
GridAmerica  within the Midwest  ISO,  Midwest ISO will  support the recovery of
lost revenues of each of the GridAmerica Three resulting from the elimination of
multiple  zonal   transmission  rate  charges  and  the  corresponding   revenue
allocation  consistent  with the treatment of other Owners and ITCs. The Parties
will  immediately  commence and participate in a collaborative  process with the
Owners and other  Midwest ISO  stakeholders  regarding  such lost  revenues  and
distribution  method  necessary to achieve these goals.  Nothing herein shall be
construed  as a waiver  of any of the  Parties'  rights  to file  with  FERC for
changes  to  the  Midwest  ISO  pricing  and  revenue  distribution   protocols.
GridAmerica  reserves the right to proffer as part of such filing,  individually
or with other companies,  the Alliance rate design endorsed by FERC in its April
25, 2002 Order on Petition for Declaratory Order in Docket Nos. EL02-65-000,  et
al.  Nothing  in this  Agreement  will  preclude  GridAmerica  or the NDTOs from
participating in or protesting any such FERC filings and proceedings.

     11.2 On and  after the  Control  Date,  Midwest  ISO  shall  distribute  to
GridAmerica  or the NDTOs (at the  election  of  GridAmerica  or the NDTOs) on a
monthly basis any amounts due to  GridAmerica or the NDTOs which result from the
provision of  transmission  service under the Midwest ISO OATT,  consistent with
Appendix C to the Midwest ISO Agreement and this Agreement. GridAmerica may take
no unilateral  action which interferes with or affects the revenue  distribution
provided for in Appendix C of the Midwest ISO Agreement or which interferes with
the collection by Midwest ISO of the revenues due it for services it provides or
arranges pursuant to the Midwest ISO OATT, unless such action by GridAmerica has
been approved by the FERC.  GridAmerica  shall have periodic (no more frequently
than quarterly)  audit rights with respect to revenue  distribution and shall be
entitled to have any discrepancies resolved within 90 days of the identification
of the problem.

     11.3   Rate and Tariff Term Dovetailing.

     11.3.1 On and after the Control Date,  Midwest ISO shall charge the Ameren,
ATSI, and NIPSCO Zonal Rates for all applicable  transactions  under the Midwest
ISO OATT.  In the  development  of  regional  rates,  Midwest  ISO shall use the
Ameren, ATSI, and NIPSCO Zonal Rates as an input to the rate calculations.

     11.3.2 Midwest ISO will support the use of the existing  Ameren,  ATSI, and
NIPSCO OATT rates and rate design for use within the  Ameren,  ATSI,  and NIPSCO
Zones, respectively,  and will permit Ameren, ATSI, and NIPSCO, at their option,
to convert their OATT rates for network integration service to a formula rate or
a stated rate.  Midwest ISO will support the use of Ameren,  ATSI,  and NIPSCO's
rate  structure  for  operations  within  Midwest  ISO  to the  greatest  extent
possible.

                                       15

<PAGE>

     11.3.3 To facilitate  competition in wholesale  power markets,  Midwest ISO
will either discount its total charges in the Midwest ISO OATT for Drive-Out and
Drive-Through  Service or make a Section 205 application  with the FERC to lower
the  cap on its  total  charges  in the  Midwest  ISO  OATT  for  Drive-Out  and
Drive-Through  Service.  The new cap on its  total  charges  for  Drive-Out  and
Drive-Through Service,  whether achieved by discount or application to the FERC,
will be  formulated  to provide  flexibility  for the  Midwest  ISO to  maximize
revenue while minimizing the charges applicable to this service. The GridAmerica
and the NDTOs may intervene in and/or  protest the Section 205 filing  described
in this section.

                                   ARTICLE 12

                   PERFORMANCE MANAGEMENT; DISPUTE RESOLUTION
                   ------------------------------------------

     12.1 Each of GridAmerica and Midwest ISO shall designate a senior executive
to serve as performance manager (the "Performance Manager") under this Agreement
and who shall have overall responsibility for the quality of performance by such
Party of its functions pursuant to the Delineation of Functions. The Performance
Managers shall meet at least  quarterly to review the respective  performance by
each Party of its functions under the  Delineation of Functions,  the compliance
or lack of compliance with any of the performance standards setout in Schedule 6
and any other matters relating to the quality of performance by the Parties, and
based on such review shall agree on any necessary remedial action and/or methods
to improve  performance.  In order for such quarterly  reviews to be successful,
GridAmerica and Midwest ISO agree to freely exchange  performance data and other
information helpful for the evaluation and improvement of performances.

     12.2 In order to facilitate  the  performance  by each of  GridAmerica  and
Midwest ISO under this  Agreement,  (i) each Party shall  prepare and  implement
appropriate  disaster  recovery  plans,  (ii) will  cooperate  in the design and
implementation of appropriate testing and trialing protocols,  and (iii) Midwest
ISO will  provide for  necessary  training  on its  systems  and will  provide a
customer  care  capability on a  twenty-four  hour per day,  seven days per week
basis.

     12.3 Any dispute as to any matter not  governed by the terms of the Midwest
ISO OATT and arising under or in connection with this Agreement between or among
GridAmerica  and Midwest ISO, any Owner, or any other Member shall be subject to
the same  dispute  resolution  procedures  as are set forth in Appendix D to the
Midwest ISO Agreement.

                                   ARTICLE 13

                           PROVISIONS REGARDING COSTS
                           --------------------------

     13.1 In consideration of GridAmerica's  performance of (a) its functions as
an ITC set forth in the  Delineation of Functions,  Midwest ISO will  compensate
GridAmerica in the amount of $9,500,000 per year, (b) its functions performed as
a contractor to Midwest ISO set forth in the  Delineation of Functions,  Midwest
ISO will  compensate  GridAmerica  in the amount of $1,000,000 per year for each
year or part thereof  during which  GridAmerica  performs such  functions as set
forth in Section  4.1.2 hereof and (c) the  consultancy  services to be provided
pursuant to Section 8.4 for the one year period  following the Control Date, and
the  resulting  cost

                                       16

<PAGE>

savings to Midwest ISO, Midwest ISO will compensate GridAmerica in the amount of
$1,500,000  per year.  For each twelve month period  following the Control Date,
Midwest  ISO  will  pay  GridAmerica  one-twelfth  of the  aggregate  amount  of
compensation payable to GridAmerica for such twelve month period on the 15th day
of each month during such twelve month period,  which amount shall be subject to
adjustment as follows:

     13.1.1  GridAmerica's  annual  compensation  shall be  adjusted  to reflect
changes in the CPI Index as follows:

             (a)  No  adjustment shall be  made unless on any anniversary of the
Control  Date,  the CPI Index on such  anniversary  is at least  103% of the CPI
Index on the Control Date.

             (b)  On  the  anniversary  of the  Control  Date on  which  the CPI
Index  is at least  103% of the CPI  Index on the  Control  Date,  GridAmerica's
annual compensation shall be adjusted by multiplying the amount of GridAmerica's
compensation  in the  immediately  preceding  year  by the sum of one  plus  the
percentage  increase in the CPI Index on such  anniversary over the CPI Index on
the Control Date.

             (c)  Thereafter,   GridAmerica's   annual  compensation   shall  be
adjusted on each  subsequent  anniversary of the Control Date by multiplying the
amount of  GridAmerica's  compensation in the immediately  preceding year by the
sum of one plus the  percentage  increase  in the CPI Index on such  anniversary
date over the CPI Index on the first day of such preceding year.

     13.1.2  GridAmerica  will  implement  any  necessary  modifications  to its
operations  to support  Midwest  ISO's  locational  marginal  pricing  and other
aspects of standard market design on aunified, region-wide market basis. If as a
result of the foregoing,  there is a material change in the functions  performed
by  GridAmerica,   and  as  a  result,  either  GridAmerica  believes  that  its
compensation  should be increased or Midwest ISO believes that its  compensation
should be decreased as a result of changes in such  functions,  either Party, by
written notice to the other may request that the amount of GridAmerica's  annual
compensation be the subject of good faith negotiations;  provided, however, that
if the  Parties  are not able to agree,  either  Party  shall  have the right to
commence  an  appropriate  proceeding  before  the  FERC  to  establish  whether
GridAmerica's  compensation  should be  changed  the  amount of any  appropriate
change.

     13.1.3 In performing  functions as  contractor to Midwest ISO,  GridAmerica
will,  to the degree  practicable,  locate  personnel in Midwest  ISO's  Carmel,
Indiana, facility at no additional cost to Midwest ISO.

     13.2 Midwest ISO will make no special  assessment  or other  allocation  to
GridAmerica or other Midwest ISO Owners or ITCs of capital costs associated with
the development  and  implementation  of a standard market design.  In the event
that a standard  market design is required by the FERC or otherwise  proposed by
Midwest  ISO,  Midwest  ISO will  present  its  proposal to recover the costs of
development and implementing the standard market design to its stakeholders. The
recovery   mechanism   proposed  by  Midwest  ISO,  including  any  Section  205
application  to the FERC,  must provide for recovery of standard  market  design
costs from all

                                       17

<PAGE>

market participants  through a user based mechanism  consistent with Midwest ISO
Schedule  10.  GridAmerica  and the NDTOs may  intervene  in or protest any such
filing or FERC proceeding.

     13.3 Midwest ISO will make no special  assessment  or other  allocation  to
GridAmerica or other Midwest ISO Owners or ITCs of capitalized  costs associated
with the  integration of the Southwest  Power Pool, its  transmission  owners or
members into Midwest ISO.  Midwest ISO will recover such costs under Midwest ISO
Schedule 10.

                                   ARTICLE 14

                INCLUSION OF ADDITIONAL FACILITIES BY GRIDAMERICA
                -------------------------------------------------

     In the event that GridAmerica  acquires or otherwise operates  transmission
facilities not identified in Schedule 1 to this Agreement, such facilities shall
not be deemed  "Facilities"  or become part of the  "GridAmerica  System" unless
GridAmerica so chooses to designate or assign such facilities,  such designation
or  assignment  may occur on a  case-by-case  basis or on a continuous  basis at
GridAmerica's option. In no event, however,  shall any such facilities be deemed
to be  "Facilities" or become part of the  "GridAmerica  System" unless they are
located in or electrically interconnected to Midwest ISO systems.

                                   ARTICLE 15

                     CHANGES OR AMENDMENTS TO THIS AGREEMENT
                     ---------------------------------------

     This Agreement may not be amended or changed without the written  agreement
of the Parties and acceptance by FERC, as required.

                                   ARTICLE 16

                            GENERAL RESPONSIBILITIES
                            ------------------------

     16.1 On and after the Control Date,  Midwest ISO shall have with respect to
its relationship with GridAmerica,  and performance of RTO Services contemplated
by this Agreement, all those responsibilities to GridAmerica,  which Midwest ISO
has to other ITC within Midwest ISO, as well as all other obligations of Midwest
ISO  set  forth  in  Article  Three,  Sections  III  and IV of the  Midwest  ISO
Agreement.

     16.2 Midwest ISO and its directors,  officers,  employees,  contractors and
agents  shall,  at all times,  adhere to the  Standards  of Conduct set forth in
Appendix A to the Midwest ISO Agreement.

     16.3 GridAmerica will be subject to Article Four, Section II of the Midwest
ISO Agreement in the same manner as an Owner.

     16.4 On and after the Control Date, GridAmerica shall be subject to Midwest
ISO's Enforcement  Authority in the same manner as an Owner under Article Three,
Section V of the Midwest ISO Agreement.

                                       18

<PAGE>

     16.5 On and after the  Control  Date,  Midwest  ISO shall  maintain  on its
website a listing of all members of GridAmerica  holding "Class A Units" and the
number of "Class A Units" held by such member. GridAmerica shall promptly notify
Midwest ISO of any  issuance of "Class A Units" and any  conversion  of "Class B
Units" into "Class A Units."

                                   ARTICLE 17

                             ASSUMPTION OF LIABILITY
                             -----------------------

     17.1 Midwest ISO shall assume liability for any injury or damage to persons
or property  arising from Midwest ISO's own acts or neglect,  including the acts
or neglect of its Representatives and contractors,  and shall release, indemnify
and hold  harmless  GridAmerica  from and against all damages,  losses,  claims,
demands, suits, recoveries,  costs and expenses, court costs, attorney fees, and
all other  obligations by or to third parties,  arising from Midwest ISO's gross
negligence  or willful  misconduct in the  performance  of its duties under this
Agreement,  except  in cases  where,  and only to the  extent  that,  the  gross
negligence  or willful  misconduct  of  GridAmerica  or its  Representatives  or
contractors contributes to the claimed injury or damage.

     17.2 GridAmerica shall assume liability for any injury or damage to persons
or  property  arising  from  its own  acts or  neglect,  including  the  acts or
negligence of its  Representatives or contractors,  and shall indemnify and hold
harmless  Midwest  ISO  from  any  damages,   losses,  claims,  demands,  suits,
recoveries,  costs and  expenses,  court  costs,  attorney  fees,  and all other
obligations by or of third parties,  arising from GridAmerica's gross negligence
or willful  misconduct in performing its duties under this Agreement,  except in
cases  where,  and only to the  extent  that,  the gross  negligence  or willful
misconduct of Midwest ISO or its  Representatives or contractors  contributes to
the claimed injury or damage.  For purposes of Article Two,  Section  VIII(C) of
the Midwest ISO Agreement, GridAmerica and the NDTOs shall be treated as Owners.
Nothing   in  this   Agreement   shall   preclude   GridAmerica   from   seeking
indemnification or recovery from its NDTOs.

     17.3 GridAmerica shall not be liable to Midwest ISO for any action taken at
the  direction  of Midwest  ISO,  except in cases of the failure to comport with
good business practice or gross negligence or willful misconduct of GridAmerica.

     17.4 If a Party (or its  Representative(s)  or  contractor(s))  entitled to
indemnification  or  assumption  of  liability  by the other  Party  under  this
Agreement  (an  "Indemnitee")  receives  written  notice of the assertion of any
claim or of the commencement of any claim, action, or proceeding made or brought
by any person or entity who is not a Party to this Agreement or any affiliate of
a Party  to this  Agreement  (a  "Third  Party  Claim")  with  respect  to which
indemnification  or assumption of liability is to be sought from the other Party
(an  "Indemnifying  Party"),  the Indemnitee will give such  Indemnifying  Party
reasonably prompt written notice thereof, but in any event not later than thirty
(30) days after the  Indemnitee's  receipt of written notice of such Third Party
Claim.  Such  notice  shall  describe  the  nature of the Third  Party  Claim in
reasonable  detail. The Indemnifying Party will have the right to participate in
or, by giving written notice to the  Indemnitee,  to elect to assume the defense
of, any Third Party Claim at such  Indemnifying  Party's own expense and by such
Indemnifying  Party's own counsel,  and the

                                       19

<PAGE>

Indemnitee  will cooperate in good faith and may  participate in such defense at
such Indemnitee's own expense.

     17.5 If within ten (10) calendar days after an Indemnitee  provides written
notice  to the  Indemnifying  Party of any Third  Party  Claim,  the  Indemnitee
receives written notice from the Indemnifying Party that such Indemnifying Party
has  elected to assume the  defense of such Third Party Claim as provided in the
last sentence of Section 17.4, the Indemnifying Party will not be liable for any
legal expenses  subsequently  incurred by the Indemnitee in connection  with the
defense  thereof;  provided,  however,  that the  Indemnitee  may assume its own
defense by giving written notice to the Indemnifying Party, and the Indemnifying
Party will be liable for all reasonable expenses thereof,  (i) if the Indemnitee
at any time  reasonably  determines  that  there may be a conflict  between  the
positions of the  Indemnifying  Party and of the  Indemnitee in  conducting  the
defense of any Third Party Claim, or that there may be legal defenses  available
to any  Indemnitee  different  from or in  addition  to those  available  to the
Indemnifying  Party; or (ii) if the Indemnifying  Party fails to take reasonable
steps  necessary to defend  diligently such Third Party Claim within twenty (20)
calendar days (unless  waiting  twenty (20)  calendar  days would  prejudice the
Indemnitee's  rights)  after  receiving  notice  from  the  Indemnitee  that the
Indemnitee  believes the  Indemnifying  Party has failed to take such steps. If,
within ten (10) calendar days after an Indemnitee has provided written notice to
the Indemnifying  Party of any Third Party Claim, the Indemnifying Party has not
given written notice to the Indemnitee that such Indemnifying  Party has elected
to assume the defense of such Third Party Claim, the Indemnifying Party shall be
liable  for any  legal  expenses  subsequently  incurred  by the  Indemnitee  in
connection  with the defense  thereof.  Without the prior written consent of the
Indemnitee,  the  Indemnifying  Party will not enter into any  settlement of any
Third Party Claim. If the Indemnifying  Party desires to enter into a settlement
of any  Third  Party  Claim,  and  such  settlement  would  neither  (i) lead to
liability  or  create  any  financial  or  other  obligation  on the part of the
Indemnitee  for which the  Indemnitee  is not  entitled  to  indemnification  or
assumption  of liability by the other Party  hereunder,  or (ii)  reasonably  be
construed as an  admission of  culpability  or  liability by the  Indemnitee  or
expected to create an adverse  precedent which could undermine the  Indemnitee's
defense of or position with respect to any future claims by third parties; then,
in such event, the Indemnifying Party will give written notice to the Indemnitee
to that effect. If the Indemnitee fails to consent to such settlement within ten
(10) business days after its receipt of such notice,  the  Indemnitee may assume
or continue  the  defense of such Third  Party  Claim and,  in such  event,  the
maximum liability of the Indemnifying Party as to such Third Party Claim will be
the amount of such settlement  offer, plus reasonable costs and expenses paid or
incurred by the  Indemnitee up to the date of such notice.  Notwithstanding  the
foregoing, the Indemnitee shall have the right to pay, compromise, or settle any
Third Party Claim at any time,  provided that in such event the Indemnitee shall
waive any right to indemnify or  assumption  of liability  hereunder  unless the
Indemnitee  shall have first  sought the  consent of the  Indemnifying  Party in
writing to such payment,  settlement,  or compromise and such consent was either
obtained or was  unreasonably  withheld or delayed,  in which event no claim for
indemnification or assumption of liability with respect thereto shall be waived.

     17.6 Any claim by an Indemnitee under this Article 17 which does not result
from a Third  Party  Claim (a "Direct  Claim")  will be  asserted  by giving the
Indemnifying Party reasonably prompt written notice thereof,  stating the nature
of such claim in  reasonable  detail and  indicating  the estimated  amount,  if
practicable  (provided  that such  estimate  shall in no event

                                       20

<PAGE>

limit the amount which the  Indemnitee is entitled to recover under this Article
17,  but in any  event  not later  than  thirty  (30)  calendar  days  after the
Indemnitee  becomes aware of such Direct Claim, and the Indemnifying  Party will
have a period of thirty  (30)  calendar  days  within  which to  respond to such
Direct Claim. If the Indemnifying Party does not respond within such thirty (30)
calendar day period, the Indemnifying Party will be deemed to have accepted such
Direct  Claim.  If  the  Indemnifying  Party  rejects  such  Direct  Claim,  the
Indemnitee may seek enforcement of its rights under this Agreement.

     17.7 If the amount of any loss or damages  recoverable  under this  Article
17, at any time  subsequent  to the making of a payment in respect  thereof,  is
reduced by recovery, settlement, or otherwise under or pursuant to any insurance
coverage,  or  pursuant  to any claim,  recovery,  settlement,  or payment by or
against  any  other  entity,  the  amount  of such  reduction,  less any  costs,
expenses,  or premiums incurred in connection  therewith (together with interest
thereon  from the date of payment  thereof at the prime rate as published in The
Wall  Street  Journal)  will  promptly  be  repaid  by  the  Indemnitee  to  the
Indemnifying  Party. Upon making any indemnity  payment,  the Indemnifying Party
will, to the extent of such  indemnity  payment,  be subrogated to all rights of
the  Indemnitee  against  any third  party in  respect of the claim to which the
payment  relates;  provided,  however,  that until the Indemnitee  recovers full
payment of its loss or  damages,  any and all claims of the  Indemnifying  Party
against  any such  third  party on  account  of said  payment  are  hereby  made
expressly  subordinated  and  subjected in right of payment to the  Indemnitee's
rights  against such third party.  Without  limiting the generality or effect of
any other provision  hereof,  each such Indemnitee and  Indemnifying  Party will
duly execute upon request all instruments  reasonably  necessary to evidence and
perfect the above-described subrogation and subordination rights.

     17.8 A failure to give timely  notice as  provided in this  Article 17 will
not affect the rights or obligations of any Party hereunder  except if, and only
to the extent that, as a result of such failure, the Party which was entitled to
receive such notice was actually prejudiced as a result of such failure.

                                   ARTICLE 18

                                 CONFIDENTIALITY
                                 ---------------

     18.1 Each  Party   acknowledges  the  importance  to  the  other  Party  of
preserving  the  confidentiality  of the  Confidential  Information  and  that a
Disclosing  Party will comply with this  Article 18 in  furnishing  Confidential
Information to a Recipient in connection  with the matters  contemplated by this
Agreement.

     18.2 The  Recipient  shall  treat  all  Confidential   Information  as  the
proprietary,  sensitive and strictly  confidential  information  of a Disclosing
Party, and shall not reveal,  divulge or disclose any Confidential  Information,
at any  time  or for  any  reason,  to  any  person  or  entity,  except  to the
Representatives  of such  Recipient  who have a need to know  such  Confidential
Information for the purposes  authorized in this  Agreement;  provided that such
Representatives  have been advised and  instructed  by such  Recipient  that the
Confidential  Information  is and is to be treated as strictly  confidential  in
accordance with this Agreement.  The Recipient shall safeguard the  Confidential
Information  at least  to the same  extent  that it would  its own

                                       21

<PAGE>

proprietary,   sensitive,  and  confidential  information.  The  Recipient  will
instruct  all of its  Representatives  to maintain  the  confidentiality  of all
Confidential  Information  and  will  be  responsible  for  any  breach  of  any
obligation set forth in this Article 18 that is caused by any of them.

     18.3 Notwithstanding   the  foregoing   provisions  of  Section  18.2,  the
Recipient may disclose  Confidential  Information  to the extent but only to the
extent (a) expressly approved by the Disclosing Party in writing or (b) required
by law, a court, or a governmental authority (each, an "Authority"), but only if
(i) the Recipient  attempts to notify the Disclosing  Party as far in advance as
practicable  prior to making  disclosure of its intent to disclose  Confidential
Information and of the content and mode of communication of the disclosure,  and
(ii) the Recipient  cooperates  with the Disclosing  Party's efforts to obtain a
protective  order protecting the  Confidential  Information from disclosure.  In
addition, if disclosure is required by an Authority, the Recipient to the extent
practicable,  will (a) promptly notify the Disclosing Party of the circumstances
surrounding  the  requirement,  (b)  consult  with the  Disclosing  Party on the
advisability  of taking legally  available steps to resist or narrow the request
or requirement,  and (c) disclose such Confidential Information only after using
all reasonable  efforts to comply with clauses (a) and (b) and after cooperating
with the Disclosing  Party's  reasonable efforts to obtain a protective order or
other  reliable  assurance that  confidential  treatment will be accorded to any
portion of the  Confidential  Information  designated  for such treatment by the
Disclosing  Party. If such protective  order or other assurance is not obtained,
the  Recipient  will furnish only that portion of the  Confidential  Information
that  is  required,   and  will  seek,  to  the  extent   reasonable  under  the
circumstances, to obtain assurances that confidential treatment will be accorded
to the  Confidential  Information  by the  party(ies)  to whom the  Recipient is
required   to   disclose.   Anything   in  this   Agreement   to  the   contrary
notwithstanding,  a Recipient  may disclose  Confidential  Information  to FERC;
provided  such  disclosure  relates to FERC's  evaluation  or  consideration  of
matters  contemplated by this Agreement and provided that the Recipient seeks to
the maximum extent permitted by law and by FERC's  regulations to compel FERC to
keep the information confidential.

     18.4 All  Confidential  Information  delivered by a  Disclosing  Party to a
Recipient  pursuant to this  Agreement  shall be and remain the  property of the
Disclosing Party, and such  Confidential  Information shall be promptly returned
to the  Disclosing  Party upon  request or the  termination  of this  Agreement.
Promptly after  performing its  obligations  under the preceding  sentence,  the
Recipient  will, upon request,  furnish the Disclosing  Party with a certificate
executed by an officer, certifying such return. That portion of the Confidential
Information  that may be  found  in  analyses,  compilations,  studies  or other
documents  prepared by or for a Recipient and all Confidential  Information that
is oral will be kept by the Recipient  subject to the terms of this Agreement or
destroyed.  Neither the Recipient nor any of its  Representatives  shall use the
Confidential Information for any purpose whatsoever except to consider, evaluate
or effectuate matters or services contemplated by this Agreement.

     18.5 The obligations of the Parties under this Article 18 shall survive the
termination  of this  Agreement and shall remain binding for a period of two (2)
years  thereafter;  provided,  however,  that a  Recipient's  obligations  under
Section 18.2 with respect to any trade secrets or other proprietary  information
that are clearly and conspicuously identified as such by the Disclosing Party at
the time of  disclosure  and under the third  sentence  of  Section  18.4  shall

                                       22

<PAGE>

continue, without limitation, and nothing in this Section 18.5 shall limit or be
construed to limit the term of protection of any laws otherwise  protecting such
Confidential Information under intellectual property laws.

     18.6 Although each of the Parties hereby agrees to use  reasonable  efforts
to include in  Confidential  Information  furnished  to the other Party data and
information believed by it to be relevant to the discussions,  consideration and
effectuation,  if any, of any actions or matters contemplated by this Agreement,
each Party  hereby  disclaims  and does not make  hereby any  express or implied
representation  or  warranty  concerning  the  accuracy or  completeness  of any
Confidential  Information,  and no  Disclosing  Party shall have  liability to a
Recipient for Recipient's use of any Confidential  Information of the Disclosing
Party. In addition,  determination of the amount of Confidential  Information to
be  disclosed  resides  solely  with the  Disclosing  Party  and  disclosure  of
information  of any nature shall not obligate the  Disclosing  Party to disclose
any further Confidential Information.

     18.7 No license to a Party, under any trademark, patent, copyright or other
intellectual  property  right is either  granted or implied by the  conveying of
Confidential  Information to such Party.  None of the  Confidential  Information
which  may be  disclosed  or  exchanged  by the  Parties  shall  constitute  any
representation, warranty, assurance, guarantee or inducement by any Party to the
other  Parties  of  any  kind,   and,  in   particular,   with  respect  to  the
non-infringement of trademarks,  patents,  copyrights, or any other intellectual
property rights, or other rights of third persons.

     18.8 Midwest ISO shall not use or display any logo,  tradename,  trademark,
service mark or other  intellectual  property of GridAmerica or the  GridAmerica
Three without the prior written  consent of  GridAmerica to such use or display.
Any use or display by Midwest  ISO of any logo,  tradename,  trademark,  service
mark or  other  intellectual  property  of  GridAmerica  shall be  deemed  to be
pursuant to a  non-exclusive,  non-transferable,  non-assignable  license to use
such item solely as consented to by  GridAmerica,  which license will  terminate
upon any termination of this Agreement, and shall in no way be construed to mean
that Midwest ISO has  acquired  any  ownership  interest  therein.  Other issues
related to intellectual  property will be addressed in certain of the agreements
described in the Participation Agreement dated July 3, 2002.

                                   ARTICLE 19

                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------


     19.1 In  order  to  induce  Midwest  ISO  to  enter  into  this  Agreement,
GridAmerica hereby represents and warrants that the statements contained in this
Section 19.1 are true and correct.

          (a)  GridAmerica  is  a  Delaware  limited  liability  company,   duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of  organization,  with full power and authority to own, lease, use
and  operate its  properties  and to conduct  its  business as and where  owned,
leased, used, operated and conducted.

                                       23

<PAGE>

          (b)  Subject to the receipt by GridAmerica and the  GridAmerica  Three
of any Required  Consents,  GridAmerica has all requisite power and authority to
enter into this Agreement and to consummate  the  transactions  contemplated  by
this   Agreement.   The  execution  and  delivery  of  this  Agreement  and  the
consummation of the transactions  contemplated  hereby have been duly authorized
by all necessary action on the part of GridAmerica. This Agreement has been duly
executed and delivered by GridAmerica and, subject to the receipt by GridAmerica
and its  affiliates  of any  Required  Consents  required  by it or any of them,
constitutes the legal, valid and binding obligation of GridAmerica,  enforceable
against it in  accordance  with its terms,  subject to  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,   moratorium  and  other  similar  laws
relating to or  affecting  creditors'  rights  generally  and general  equitable
principles (whether considered in a proceeding in equity or at law).

          (c)  Neither  the  execution   and  delivery  of  this   Agreement  by
GridAmerica nor the consummation of the transactions contemplated hereby:

               (1)  will  violate,  conflict  with, or result in a breach of any
          provision of its certificate of  organization or it limited  liability
          company agreement; or

               (2)  will  violate,  conflict  with, or result in a breach of any
          provision  of, or  constitute a default (or an event  which,  with the
          giving of notice, the passage of time or otherwise, would constitute a
          default) under, require any consent under, or entitle any person (with
          the giving of notice,  the passage of time or otherwise) to terminate,
          accelerate,  modify or call a default under, or result in the creation
          of any lien, security interest,  charge or encumbrance upon any of the
          properties  or  assets  of  GridAmerica,   under  any  of  the  terms,
          conditions or provisions of any note, bond, mortgage,  indenture, deed
          of trust, license,  contract,  undertaking,  agreement, lease or other
          instrument or obligation to which  GridAmerica is a party,  the effect
          of which will have or is reasonably likely to have, a material adverse
          effect on the business, properties, condition (financial or otherwise)
          or results of operations of GridAmerica.

          (d)  Subject to the receipt by GridAmerica  or any of the  GridAmerica
Three of any Required Consents, all authorizations of and exemptions, actions or
approvals  by, and all  notices to or filings  with,  any  federal  Governmental
Authority  that are required to have been obtained or made by GridAmerica or any
of the  GridAmerica  Three, as the case may be, in connection with the execution
and delivery of this  Agreement have been obtained or made and are in full force
and effect, and all conditions of any such authorizations,  exemptions,  actions
or approvals have been complied with.

     19.2 No later  than 40 days after the  Commission  issues one or more Final
Orders,  GridAmerica  shall  notify  Midwest ISO in writing  whether or not such
Final Orders constitute an Approval Order.

     19.3 In order to induce  GridAmerica to enter into this Agreement,  Midwest
ISO hereby represents and warrants that the statements contained in this Section
19.3 are true and correct.

                                       24

<PAGE>

          (a)  Midwest ISO is a Delaware  non-stock  corporation duly organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization,  with full power and authority to own, lease,  use and operate its
properties  and to  conduct  its  business  as and where  owned,  leased,  used,
operated and conducted.

          (b)  Midwest ISO has all  requisite  power and authority to enter into
this  Agreement  and  to  consummate  the  transactions   contemplated  by  this
Agreement.  The execution and delivery of this Agreement and the consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
action on the part of Midwest ISO.  This  Agreement  has been duly  executed and
delivered  by  Midwest  ISO and,  subject to the  receipt by Midwest  ISO of any
Required  Consents  required  by it,  constitutes  the legal,  valid and binding
obligation of Midwest ISO,  enforceable against it in accordance with its terms,
subject  to  bankruptcy,  insolvency,  fraudulent  conveyance,   reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally and general equitable  principles  (whether considered in a proceeding
in equity or at law).

          (c)  Neither the execution  and delivery of this  Agreement by Midwest
ISO nor the consummation of the transactions contemplated hereby:

               (1)  will  violate,  conflict  with, or result in a breach of any
          provision of its articles of incorporation; or

               (2)  will  violate,  conflict  with, or result in a breach of any
          provision  of, or  constitute a default (or an event  which,  with the
          giving of notice, the passage of time or otherwise, would constitute a
          default) under, require any consent under, or entitle any person (with
          the giving of notice,  the passage of time or otherwise) to terminate,
          accelerate,  modify or call a default under, or result in the creation
          of any lien, security interest,  charge or encumbrance upon any of the
          properties  or  assets  of  Midwest  ISO,  under  any  of  the  terms,
          conditions or provisions of any note, bond, mortgage,  indenture, deed
          of trust, license,  contract,  undertaking,  agreement, lease or other
          instrument or  obligation to which Midwest ISO is a party,  the effect
          of which will have or is reasonably likely to have, a material adverse
          effect on the business, properties, condition (financial or otherwise)
          or results of operations of Midwest ISO.

          (d)  All  authorizations  of and exemptions,  actions or approvals by,
and all notices to or filings with, any federal Governmental  Authority that are
required to have been  obtained or made by Midwest  ISO in  connection  with the
execution and delivery of this  Agreement  have been obtained or made and are in
full  force  and  effect,  and  all  conditions  of  any  such   authorizations,
exemptions, actions or approvals have been complied with.

     19.4 No later  than 40 days after the  Commission  issues one or more Final
Orders,  Midwest ISO shall  notify  GridAmerica  in writing  whether or not such
Final Orders constitute an Approval Order.

     19.5 During the term of this  Agreement and for a period of 12 months after
the  termination  hereof,  each Party  agrees,  that  without the prior  written
consent of the other Party, it

                                       25

<PAGE>

will not solicit for  employment  any  employees of such other  Party;  provided
however, that this limitation shall not prevent  solicitations  addressed to the
public generally or preclude a Party from  considering for employment  employees
of the other Party who initiated contact with such Party or who responded to any
such general solicitation.

                                   ARTICLE 20

                                  MISCELLANEOUS
                                  -------------

     20.1 The  obligations  of the Parties  shall be binding on and inure to the
benefit of their respective heirs, successors, assigns, and affiliates.

     20.2 This Agreement  constitutes the Parties' entire  agreement  concerning
the subject  matter  hereof and may be amended or modified  only by a subsequent
agreement  in  writing.  A  waiver,  discharge,   amendment,   modification,  or
termination  of this  Agreement  or any  provision  hereof,  shall be valid  and
effective only if in writing and executed by both Parties. A written waiver of a
right,  remedy  or  obligation  under a  provision  of this  Agreement  will not
constitute a waiver of the provision  itself, a waiver of any succeeding  right,
remedy or  obligation  under  the  provision,  or a waiver  of any other  right,
remedy,  or obligation under this Agreement.  Any delay or failure by a Party in
enforcing any  obligation or in exercising any right or remedy shall not operate
as a waiver of it or affect that Party's  right later to enforce the  obligation
or exercise the right or remedy,  and a single or partial exercise of a right of
remedy by a Party does not preclude  any further  exercise of it or the exercise
of any other right or remedy of that Party.

     20.3 If any  provision  of this  Agreement  is held by a court of competent
jurisdiction  to be  invalid,  void  or  unenforceable  in any  respect  or with
respect,  such provision in all other  respects and the remaining  provisions of
this  Agreement,  shall  nevertheless  continue in full force and effect without
being impaired or invalidated and shall be enforced to the full extent permitted
by law.

     20.4 This  Agreement may be executed in one or more  counterparts,  each of
which shall be deemed an original, and all of which shall constitute one and the
same instrument.

     20.5 Every  notice,  consent or approval  required or permitted  under this
Agreement  shall be valid only if in writing,  delivered  personally or by mail,
confirmed  telefacsimile.  or commercial courier, and sent by the sender to each
other Party at its address or number  below,  or to such other address or number
as each  Party may  designate  by notice to the  other  Party.  A validly  given
notice,  consent or approval  will the  effective  when  received  if  delivered
personally or by telefacsimile,  or commercial  courier,  or certified mail with
return receipt requested, postage prepaid.


                                       26

<PAGE>


If to GridAmerica, to:

                          Nick Winser
                          Senior Vice President
                          National Grid USA
                          25 Research Drive
                          Westborough, MA  01582
                          (508) 389-2855

If to Midwest ISO, to:

                          Midwest Independent transmission System Operator, Inc.
                          701 City Center Drive
                          Carmel, IN 46032
                          Attention:  James P. Torgerson, President and CEO
                          Fax No.: (317) 249-5945

     20.6 This Agreement  shall be construed and enforced  according to the laws
of the State of New York  (other  than the  choice of law  provisions  thereof),
except to the  extent  preempted  by the  federal  law of the  United  States of
America.

     20.7 As used in this Agreement, the words "herein," "hereof and "hereunder"
and other words of similar  import refer to this Agreement as a whole and not to
any particular article,  section,  paragraph,  or other subdivision.  Unless the
context of this Agreement  otherwise  requires,  (a) words of any gender will be
deemed to include  each other  gender;  (b) words  using the  singular or plural
number will also include the plural or singular  number,  respectively;  (c) the
terms or  "Section" or  "subparagraph"  will refer to the  specified  Section or
subparagraph of this Agreement;  (d) the term "or" will mean "and/or";  and. (e)
the headings of the sections of this Agreement are inserted for convenience only
and shall not be deemed to  constitute  part of this  Agreement or to affect its
construction.

     20.8 If a Recipient  breaches or threatens to breach any of its obligations
contained in Article 18 of this Agreement, the Disclosing Party of the pertinent
Confidential Information will be deemed to be irreparably harmed and entitled to
seek the issuance of a temporary  restraining  order or  preliminary  injunction
enforcing this Agreement,  and to judgment for damages caused by breach,  and to
any other remedies  provided by applicable  law. The  non-breaching  Party shall
also be entitled to recover its  attorneys'  fees and costs incurred as a result
of such breach.

     20.9 Neither  Party  may  assign  its  rights  or  obligations  under  this
Agreement  without the prior written  consent of the other Party,  which consent
shall not be unreasonably  withheld,  except that (i) GridAmerica may assign its
rights and obligations hereunder without such consent to any successor entity by
reason of a merger,  consolidation,  reorganization.  sale of assets,  spin-off,
foreclosure or other transaction,  as a result of which substantially all of the
Facilities are acquired by such successor;  and (ii) Midwest ISO may assigns its
rights and obligations hereunder without such consent to any successor entity by
reason of a merger,  consolidation,  reorganization,  sale of assets,  spin-off,
foreclosure or other transaction,  as a result of which substantially all of the
assets of Midwest ISO are acquired by such successor.

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<PAGE>

     20.10  The Parties hereto acknowledge and agree that in the  performance of
their respective duties and obligations hereunder they are acting as independent
contractors  of  each  other,   and  neither  Party  shall   represent  that  an
employer/employee,  partnership,  joint venture,  or agency  relationship exists
between them or between  GridAmerica any Owner or other Member, nor shall either
Party have the power nor will either  Party  represent  that it has the power to
bind the other Party hereto to any contract or agreement.

     20.11  Upon the reasonable request of the other  Party,  each Party  hereto
agrees to take any and all such actions as are necessary or  appropriate to give
effect to the terms set forth in this  Agreement and are not  inconsistent  with
the terms hereof.

     20.12  This Agreement shall not be  construed,  interpreted,  or applied in
such a manner as to cause GridAmerica to be in material breach,  anticipatory or
otherwise,   of  any  agreement  (in  effect  on  the  Effective  Date)  between
GridAmerica  and one or more third parties for the joint  ownership,  operation,
sharing  (including costs,  responsibilities  and/or revenues) or maintenance of
any electrical  facilities covered by this Agreement.  GridAmerica shall discuss
with  Midwest  ISO any  material  conflict  between any such  third-party  joint
agreement and this  Agreement  raised by a third party to such joint  agreement,
but the  resolution  of such a  conflict  shall be and  remain  within  the sole
discretion  of  GridAmerica;  provided,  however,  that  GridAmerica  shall,  if
otherwise   unresolved,   utilize  available  remedies  and  dispute  resolution
procedures to resolve such conflict,  including,  but not limited to, submitting
such conflict to FERC for resolution;  provided, further, that in no event shall
GridAmerica  enter into a  resolution  of such  conflict  which would impair the
reliability of the Transmission System.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.




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<PAGE>


MIDWEST INDEPENDENT TRANSMISSION SYSTEM
OPERATOR, INC.



By:      \s\ James P. Torgerson
   -------------------------------------
Name:    James P. Torgerson
Title:   President and CEO






                                       29


<PAGE>


GRIDAMERICA LLC


By:      \s\ Nicholas P. Winser
   -----------------------------------
Name:     Nicholas P. Winser
Title:   Chief Executive Officer



                                       30