<PAGE>

                                                                    Exhibit 10.1
                                                                    ATTACHMENT A

                           WESTERN SYSTEMS POWER POOL
                                    AGREEMENT

                               NONREDLINED VERSION

<PAGE>

Western Systems Power Pool.
Rate Schedule FERC No.6

                           WESTERN SYSTEMS POWER POOL
                                    AGREEMENT

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                  Original Sheet No. 1
Rate Schedule FERC No. 6

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
1.  PARTIES...................................................................    4

2.  RECITALS..................................................................    4

3.  AGREEMENT.................................................................    5

4.  DEFINITIONS...............................................................    5

5.  TERM AND TERMINATION......................................................   11

6.  SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF....................   12

7.  HUB AND OPERATING AGENT...................................................   13

8.  ORGANIZATION AND ADMINISTRATION...........................................   16

9.  PAYMENTS..................................................................   20

10. UNCONTROLLABLE FORCES.....................................................   22

11. WAIVERS...................................................................   24

12. NOTICES...................................................................   24

13. APPROVALS.................................................................   25

14. TRANSFER OF INTEREST IN AGREEMENT.........................................   27

15. SEVERABILITY..............................................................   28

16. MEMBERSHIP................................................................   28

17. RELATIONSHIP OF PARTIES...................................................   29

18. NO DEDICATION OF FACILITIES...............................................   30
</TABLE>

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                             First Revised Sheet No. 2
Rate Schedule FERC No. 6                        Superseding Original Sheet No. 2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
<S>                                                                           <C>
19. NO RETAIL SERVICES.....................................................     30

20. THIRD PARTY BENEFICIARIES..............................................     30

21. LIABILITY AND DAMAGES..................................................     30

22. DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND
    CONFIRMATION AGREEMENTS................................................     34

23. OTHER AGREEMENTS.......................................................     43

24. GOVERNING LAW..........................................................     43

25. JUDGMENTS AND DETERMINATIONS...........................................     43

26. COMPLETE AGREEMENT.....................................................     44

27. CREDITWORTHINESS.......................................................     44

28. NETTING................................................................     46

29. TAXES..................................................................    47A

30. CONFIDENTIALITY........................................................     48

31. TRANSMISSION TARIFF....................................................     49

32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS.........................     49

33. PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS
    UNDER SERVICE SCHEDULES................................................    52A

34. DISPUTE RESOLUTION.....................................................     53

35. FORWARD CONTRACTS......................................................     56
</TABLE>

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                             Third Revised Sheet No. 3
Rate Schedule FERC No.6                   Superseding Second Revised Sheet No. 3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
36. TRADE OPTION EXCEPTION..............................................      56

37. ADDITIONAL REPRESENTATIONS AND WARRANTIES...........................      57

38. FLOATING PRICES.....................................................      58

39. AMENDMENT...........................................................     58B

40. EXECUTION BY COUNTERPARTS...........................................     58C

41. WITNESS.............................................................      59
</TABLE>

EXHIBIT A:     NETTING

EXHIBIT B:     FORM OF COUNTERPARTY GUARANTEE AGREEMENT

EXHIBIT C:     SAMPLE FORM FOR CONFIRMATION

EXHIBIT D:     WSPP MEDIATION AND ARBITRATION PROCEDURES

SERVICE SCHEDULES

      A.       ECONOMY ENERGY SERVICE

      B.       UNIT COMMITMENT SERVICE

      C.       FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE

LIST OF MEMBERS

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                  Original Sheet No. 4
Rate Schedule FERC No.6

1.       PARTIES:

                  The Parties to this Western Systems Power Pool Agreement
                  (hereinafter referred to as "Agreement") are those entities
                  that have executed this Agreement, hereinafter sometimes
                  referred to individually as "Party" and collectively as
                  "Parties," but excluding any such entity that withdraws its
                  participation in the Agreement.

2.       RECITALS:

         2.1      The WSPP experiment has been successfully concluded. Its main
                  purpose was to determine the feasibility of a marketing
                  arrangement which would increase the efficiency of
                  interconnected power system operations above that already
                  being accomplished with existing agreements through increased
                  market knowledge and market pricing of commodities.

         2.2      The Parties now desire to proceed with a similar marketing
                  arrangement on a long term basis for prescheduled and
                  real-time coordinated power transactions, such as economy
                  energy transactions, unit commitment service, firm system
                  capacity/energy sales or exchanges. Accordingly, this
                  Agreement, together with any applicable Confirmation
                  Agreement, sets forth the terms and conditions to implement
                  these services within any applicable rate ceilings set forth
                  in the Service Schedules in conformance with FERC orders where
                  applicable.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                             First Revised Sheet No. 5
Rate Schedule FERC No. 6                        Superseding Original Sheet No. 5

         2.3      Each Party meets the membership requirements set out in
                  Section 16.

         2.4      The Parties are willing to utilize their respective electric
                  generation and transmission systems or contractual rights
                  thereto to the extent of their respective obligations which
                  are set forth in this Agreement.

3.       AGREEMENT:

                  In consideration of the mutual covenants and promises herein
                  set forth, the Parties agree as follows:

4.       DEFINITIONS:

                  The following terms, when used herein with initial
                  capitalization, whether in the singular or in the plural,
                  shall have the meanings specified:

         4.1      Agreement: This Western Systems Power Pool Agreement,
                  including the Service Schedules and Exhibits attached hereto,
                  as amended; provided, however, that Confirmation Agreements
                  are not included within this definition.

         4.1a     Broker: An entity or person that arranges trades or brings
                  together Purchasers and Sellers without taking title to the
                  power.

         4.1b     Business Day(s): Any day other than a Saturday or Sunday or a
                  national (United States or Canadian, whichever is applicable)
                  holiday. United States holidays shall be holidays observed by
                  Federal Reserve member banks in New York City. Where both the
                  Seller and the Purchaser have their principal place of
                  business in the United States, Canadian holidays shall not
                  apply. Similarly, where both the

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                             Third Revised Sheet No. 6
Rate Schedule FERC No.6                   Superseding Second Revised Sheet No. 6

                  Seller and the Purchaser have their principal place of
                  business in Canada, UnitedStates holidays shall not apply. In
                  situations where one Party has its principal place of business
                  within the United States and the other Party's principal place
                  of business is within Canada, both United States and Canadian
                  holidays shall be observed.

         4.1c     California ISO: The California Independent System Operator
                  Corporation or any successor organization.

         4.1d     Confirmation Agreement(s): Any oral agreement or written
                  documentation for transactions under the Service Schedules
                  which sets forth terms and conditions for transactions that
                  are in addition to, substitute, or modify those set forth in
                  the Agreement. A sample written confirmation document is
                  included as Exhibit C. Section 32 of this Agreement provides
                  for such Confirmation Agreements. The Parties may agree to
                  modify terms of this Agreement for more than one transaction
                  pursuant to a separate written agreement. The changes to the
                  Agreement agreed to through such written agreements shall be
                  considered part of the Confirmation Agreement and shall apply
                  to all transactions entered into between the two Parties under
                  the Agreement unless the Parties specifically agree to
                  override such changes for a particular transaction consistent
                  with Section 32 of this Agreement.

         4.1e     Contract Price: The price agreed to between the Seller and the
                  Purchaser for a transaction under the Agreement and any
                  Confirmation Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 6A
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 6A

         4.1f     Contract Quantity: The amount of electric energy and/or
                  capacity to be supplied for a transaction under a Service
                  Schedule as agreed to through any Confirmation Agreement.

         4.2      Control Area: Shall mean an electric system capable of
                  regulating its generation in order to maintain its interchange
                  schedule with other electric systems and to contribute its
                  frequency bias obligation to the interconnection as specified
                  in the North American Electric Reliability Council (NERC)
                  Operating Guidelines.

         4.2a     Costs: As defined in Section 22.3 of this Agreement.

         4.2b     Dealer: An entity or person that buys or sells power and takes
                  title to the power at some point.

         4.2c     Defaulting Party: As defined in Section 22.1 of this
                  Agreement.

         4.2d     Determination Period: As defined in Section 38.2 of this
                  Agreement.

         4.3      Economy Energy Service: Non-firm energy transaction whereby
                  the Seller has agreed to sell or exchange and the Purchaser
                  has agreed to buy or exchange energy that is subject to
                  immediate interruption upon notification, in accordance with
                  the Agreement, including Service Schedule A, and any
                  applicable Confirmation Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            Second Revised Sheet No. 7
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 7

         4.4      Electric Utility: An entity or lawful association which (i) is
                  a public utility, Independent Power Producer, or Power
                  Marketer regulated under applicable state law or the Federal
                  Power Act, or (ii) is exempted from such regulation under the
                  Federal Power Act because it is the United States, a State or
                  any political subdivision thereof or an agency of any of the
                  foregoing, or a Rural Utilities Service cooperative, or (iii)
                  is a public utility, Independent Power Producer, or Power
                  Marketer located in Canada or Mexico that is similarly
                  regulated.

         4.4a     ERCOT: Electric Reliability Council of Texas, Inc., the
                  corporation that administers Texas's power grid and is a
                  regional reliability council.

         4.4b     Event of Default: As defined in Section 22.1 of this
                  Agreement.

         4.5      Executive Committee: That committee established pursuant to
                  Section 8 of this Agreement.

         4.6      FERC: The Federal Energy Regulatory Commission or its
                  regulatory successor.

         4.7      Firm Capacity/Energy Sale or Exchange Service: Firm capacity
                  and/or energy transaction whereby the Seller has agreed to
                  sell or exchange and the Purchaser has agreed to buy or
                  exchange for a specified period available capacity with or
                  without associated energy which may include a
                  Physically-Settled Option and a capacity transaction in
                  accordance with the Agreement, including Service Schedule C,
                  and any applicable Confirmation Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 7A
Rate Schedule FERC No. 6

         4.7a     First Party: As defined in Section 27 of this Agreement.

         4.7b     Floating Price: As defined in Section 38.1 of this Agreement.

         4.7c     Gains: As defined in Section 22.3 of this Agreement.

         4.7d     Guarantee Agreement: An agreement providing a guarantee issued
                  by a parent company or another entity guaranteeing
                  responsibility for specific obligations for transactions under
                  this Agreement and Confirmation Agreements. A sample form of
                  guarantee is provided in Exhibit B.

         4.7e     Guarantor: The entity providing a guarantee pursuant to a
                  Guarantee Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            Second Revised Sheet No. 8
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 8

         4.8      Hub: An electronic communication center that functions as a
                  central point to electronically receive and assemble data for
                  offers to buy or sell power or transmission service from each
                  Party and make that data electronically available concurrently
                  to all Parties.

         4.9      Incremental Cost: The forecasted expense incurred by the
                  Seller in providing an additional increment of energy or
                  capacity during a given hour.

         4.10     Independent Power Producer: An entity which is a
                  non-traditional public utility that produces and sells
                  electricity but which does not have a retail service
                  franchise.

         4.11     Interconnected Transmission System: The total of all
                  transmission facilities owned or operated by the Parties,
                  including transmission facilities over which Parties have
                  scheduling rights.

         4.11a    Letter of Credit: An irrevocable, transferable, standby letter
                  of credit, issued by an issuer acceptable to the Party
                  requiring the Letter of Credit.

         4.11b    Losses: As defined in Section 22.3 of this Agreement.

         4.11c    Market Disruption Event: As defined in Section 38.2 of this
                  Agreement.

         4.11d    NERC: North American Electric Reliability Council or any
                  successor organization.

         4.11e    Non-Defaulting Party: As defined in Section 22.1(a) of this
                  Agreement.

         4.11f    Non-Performing Party: As defined in Section 21.3(a) of this
                  Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 8A
Rate Schedule FERC No. 6

         4.11g    Non-Standard Confirmation Provisions: As defined in Section
                  32.5 of this Agreement.

         4.11h    NYMEX: New York Mercantile Exchange, the physical commodity
                  futures exchange and a trading forum for energy and precious
                  metals.

         4.12     Operating Agent: Arizona Public Service Company, or its
                  successor as may be designated by the Executive Committee.

         4.13     Operating Committee: That committee established pursuant to
                  Section 8 of this Agreement.

         4.13a    Party or Parties: As defined in Section 1 of this Agreement.

         4.13b    Performing Party: As defined in Section 21.3(a) of this
                  Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                             First Revised Sheet No. 9
Rate Schedule FERC No. 6                        Superseding Original Sheet No. 9

         4.14     Power Marketer: An entity which buys, sells, and takes title
                  to electric energy, transmission and/or other services from
                  traditional utilities and other suppliers.

         4.14a    Physically-Settled Option: Includes (i) a call option which is
                  the right, but not the obligation, to buy an underlying power
                  product as defined under Service Schedules B or C according to
                  the price and exercise terms set forth in the Confirmation
                  Agreement; and (ii) a put option which is the right, but not
                  the obligation, to sell an underlying power product as defined
                  under Service Schedules B or C according to the price and
                  exercise terms set forth in the Confirmation Agreement.

         4.14b    Premium: The amount paid by the Purchaser of a
                  Physically-Settled Option to the Seller of such Option by the
                  date agreed to by the Parties in the Confirmation Agreement.

         4.14c    Present Value Rate: As defined in Section 22.3(b) of this
                  Agreement.

         4.15     Purchaser: Any Party which agrees to buy or receive from one
                  or more of the other Parties any service pursuant to the
                  Agreement under any Service Schedule and any applicable
                  Confirmation Agreement.

         4.16     Qualifying Facility: A facility which is a qualifying small
                  power production facility or a qualifying cogeneration
                  facility as these terms are defined in Federal Power Act
                  Sections 3(17)(A), 3(17)(C), 3(18)(A), and 3(18)(B); which
                  meets the requirements set forth in 18 C.F.R. Sections
                  292.203-292.209; or a facility in Canada or Mexico that
                  complies with similar requirements.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 10
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 10

         4.16a    Replacement Price: The price at which the Purchaser, acting in
                  a commercially reasonable manner, effects a purchase of
                  substitute electric energy in place of the electric energy not
                  delivered by the Seller or, absent such a purchase, the market
                  price for such quantity of electric energy, as determined by
                  the Purchaser in a commercially reasonable manner, at the
                  delivery point (agreed upon by the Seller and the Purchaser
                  for the transaction).

         4.16b    Retail Entity: A retail aggregator or supplier or retail
                  customer; provided, however, only those Retail Entities
                  eligible for transmission service under the FERC's pro forma
                  open access transmission tariff are eligible to become members
                  of the WSPP.

         4.16c    Sales Price: The price at which the Seller, acting in a
                  commercially reasonable manner, effects a resale of the
                  electric energy not received by the Purchaser or, absent such
                  a resale, the market price for such quantity of electric
                  energy at the delivery point (agreed upon by the Seller and
                  the Purchaser), as determined by the Seller in a commercially
                  reasonable manner.

         4.16d    Second Party: As defined in Section 27 of this Agreement.

         4.17     Seller: Any Party which agrees to sell or provide to one or
                  more of the other Parties any service pursuant to the
                  Agreement under any Service Schedule and any applicable
                  Confirmation Agreement.

         4.18     Service Schedule: A schedule of services established pursuant
                  to Section 6 of this Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 10A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 10A

         4.18a    Successor in Operation: The successor entity which takes over
                  the wholesale electric trading operations of the first entity
                  either through a merger or restructuring. A Successor in
                  Operation shall not include an entity which merely acquires
                  power sales contracts from the first entity either through a
                  purchase or other means without taking over the wholesale
                  electric trading operations of the first entity.

         4.18b    Terminated Transaction: As defined in Section 22.2 of this
                  Agreement.

         4.18c    Termination Payment: As defined in Section 22.2 of this
                  Agreement.

         4.18d    Trading Day: As defined in Section 38.2 of this Agreement.

         4.19     Uncontrollable Forces: As defined in Section 10 of this
                  Agreement or in a Confirmation Agreement.

         4.20     Unit Commitment Service: A capacity and associated scheduled
                  energy transaction or a Physically-Settled Option which the
                  Seller has agreed to sell and the Purchaser has agreed to buy
                  from a specified unit(s) for a specified period, in

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 11
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 11

                  accordance with the Agreement, including Service Schedule B,
                  and any applicable Confirmation Agreement.

         4.20a    WSPP: The Western Systems Power Pool.

         4.20b    WSPP Default Transmission Tariff: The transmission tariff
                  filed on behalf of WSPP Members with FERC as it may be amended
                  from time to time.

         4.20c    WSPP Homepage: WSPP's internet web site, www.wspp.org.

5.       TERM AND TERMINATION:

         5.1      This Agreement shall become effective as of July 27, 1991 when
                  acceptance or approvals required under Section 13.2 of this
                  Agreement with respect to those Parties that are subject to
                  FERC jurisdiction have been obtained; provided, however, that
                  this Agreement shall not become effective as to any Party in
                  the event the pre-grant of termination requested under Section
                  13.3 is not allowed by FERC, absent that Party's consent; and
                  provided, further, that this Agreement shall not become
                  effective as to any Party if any terms, conditions or
                  requirements imposed by FERC are found unacceptable by that
                  Party. This Agreement shall continue in effect for a period of
                  ten (10) years from said effective date and thereafter on a
                  year to year basis until terminated by the Parties; provided,
                  however, that any Party may withdraw its participation at any
                  time after the effective date of this Agreement on thirty (30)
                  days prior written notice to all other Parties.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 11A
Rate Schedule FERC No. 6

         5.2      As of the effective date of any withdrawal, the withdrawing
                  Party shall have no further rights or obligations under this
                  Agreement except the right to collect

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 12
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 12

                  money or receive service owed to it for transactions under any
                  Service Schedule and the obligation to pay such amounts due to
                  another Party and to complete any transactions agreed to under
                  any Service Schedule as of said date. No Party shall oppose,
                  before any court or regulatory agencies having jurisdiction,
                  any other Party's withdrawal as provided in this Section.

         5.3      Except as provided for in Section 5.2, after termination, or
                  withdrawal with respect to the withdrawing Party, all rights
                  to services provided under this Agreement or any tariff or
                  rate schedule which results from or incorporates this
                  Agreement shall cease, and no Party shall claim or assert any
                  continuing right to such services under this Agreement. Except
                  as provided for in Section 5.2, no Party shall be required to
                  provide services based in whole or in part on the existence of
                  this Agreement or on the provision of services under this
                  Agreement beyond the termination date, or date of withdrawal
                  with respect to the withdrawing Party.

6.       SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:

         6.1      The Parties contemplate that they may, from time to time, add
                  or remove Service Schedules under this Agreement. The attached
                  Service Schedules A through C for Economy Energy Service, Unit
                  Commitment Service, and Firm Capacity/Energy Sale or Exchange
                  Service are hereby approved and made a part of this Agreement.
                  Nothing contained herein shall be construed as affecting in
                  any way the right of the Parties to jointly make application
                  to FERC for a change

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 13
Rate Schedule FERC No. 6

                  in the rates and charges, classification, service, terms, or
                  conditions affecting WSPP transactions under Section 205 of
                  the Federal Power Act and pursuant to FERC rules and
                  regulations promulgated thereunder. Subject to the provisions
                  of Section 13, future Service Schedules, if any, shall be
                  adopted only by amendment of this Agreement and shall be
                  attached hereto and become a part of this Agreement.

         6.2      [RESERVED]

         6.3      When the WSPP Default Transmission Tariff applies as specified
                  in the preamble to such Default Transmission Tariff,
                  Transmission Service under it shall be available both to
                  Parties and nonParties under this Agreement; provided,
                  however, each Party or nonParty must be an eligible customer
                  under the WSPP Default Transmission Tariff in order to receive
                  service.

7.       HUB AND OPERATING AGENT:

         7.1      The Operating Agent shall act for itself and as agent for the
                  Parties to carry out its designated responsibilities under
                  this Agreement.

         7.2      The Operating Agent shall, as directed by the Operating
                  Committee pursuant to Section 8.2.4, and on behalf of the
                  Parties, either (i) purchase or lease, and install or have
                  installed, operate and maintain the necessary equipment to
                  operate the Hub or (ii) contract for Hub services.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 14
Rate Schedule FERC No. 6

         7.3      The Operating Agent's estimated total costs to be incurred
                  under Section 7.2 shall be subject to review by the Operating
                  Committee and approval by the Executive Committee.

         7.4      At least sixty (60) days prior to each calendar year that this
                  Agreement is in effect, the Operating Agent shall prepare a
                  budget for said year of operation under this Agreement and
                  shall submit same to the Operating Committee for review, and
                  to the Executive Committee for approval. Subsequent budget
                  revisions shall be submitted to the Operating Committee for
                  review and to the Executive Committee for approval.

         7.5      The Operating Agent shall perform other administrative tasks
                  necessary to implement this Agreement as directed by the
                  Executive Committee.

         7.6      Except as provided in Section 7.7, all Parties shall share
                  equally in all costs of the Operating Agent incurred under
                  this Agreement, including but not limited to initial FERC
                  filing fees and any reasonable legal fees.

         7.7      Each Party, in coordination with the Operating Agent, shall at
                  its own expense acquire, install, operate, and maintain all
                  necessary software and hardware on its system and the
                  necessary communications link to the Hub to conduct
                  transactions under this Agreement.

         7.8      The Operating Agent shall bill the Parties for costs incurred
                  under this Agreement on an estimated basis reasonably in
                  advance of when due, and such billings shall be paid by the
                  Parties when due. Such billings shall be adjusted in the
                  following

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 15
Rate Schedule FERC No. 6

                  month(s) to reflect recorded costs. Billing and payment of the
                  Operating Agent's costs shall otherwise be implemented in
                  accordance with the provisions of Section 9.

         7.9      The Operating Agent, at reasonable times and places, shall
                  make available its records and documentation supporting costs
                  for bills rendered under this Agreement for the inspection of
                  any Party for a period of time not to exceed two (2) years
                  from the time such bills were rendered.

                  7.9.1    A Party requesting review of the Operating Agent's
                           records shall give the Operating Agent sufficient
                           notice of its intent, but in no event less than
                           thirty (30) days.

                  7.9.2    The requesting Party may perform this review using
                           personnel from its own staff or designate a certified
                           public accounting firm for the purpose of this
                           review.

                  7.9.3    All costs incurred to perform this review shall be at
                           the requesting Party's own expense.

                  7.9.4    The Party performing the review shall not voluntarily
                           release the Operating Agent's records or disclose any
                           information contained therein to any third party
                           unless the written consent of the Operating Agent and
                           the Executive Committee has been obtained.

         7.10     Upon the termination of this Agreement, unless otherwise
                  directed by the Executive Committee, the Operating Agent shall
                  either dispose of any Hub

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 16
Rate Schedule FERC No. 6

                  equipment which it has purchased, or have the right of first
                  refusal to purchase such equipment at original cost less
                  depreciation, and shall apply any net proceeds from the sale
                  of the Hub equipment against its costs incurred under this
                  Agreement. The Operating Agent shall refund any excess
                  proceeds equally to the Parties.

8.       ORGANIZATION AND ADMINISTRATION:

                  As a means of securing effective and timely cooperation within
         the activities hereunder and as a means of dealing on a prompt and
         orderly basis with various problems which may arise in connection with
         system coordination and operation under changing conditions, the
         Parties hereby establish an Executive Committee and an Operating
         Committee.

         8.1      Executive Committee:

                           The Executive Committee shall consist of one
                  representative and an alternate from each Party designated
                  pursuant to Section 8.5 herein. The responsibilities of the
                  Executive Committee are as follows:

                  8.1.1    To establish sub-committees as it may from time to
                           time deem necessary.

                  8.1.2    To review at least annually the service activities
                           hereunder to ensure that such activities are
                           consistent with the spirit and intent of this
                           Agreement.

                  8.1.3    To review any unresolved issues which may arise
                           hereunder and endeavor to resolve the issues.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 17
Rate Schedule FERC No. 6

                  8.1.4    To review and approve the Operating Agent's annual
                           budget under this Agreement, and any revision
                           thereto, within thirty (30) days of recommendation by
                           the Operating Committee.

                  8.1.5    To establish and approve any additional budgets under
                           this Agreement as may be deemed necessary.

                  8.1.6    To review and recommend to the Parties for approval
                           any additions or amendments to this Agreement,
                           including Service Schedules.

                  8.1.7    To review and act on the application of an entity to
                           become a Party to this Agreement.

                  8.1.8    To designate a successor to the Operating Agent, if
                           necessary.

                  8.1.9    To do such other things and carry out such duties as
                           specifically required or authorized by this
                           Agreement; provided, however, that the Executive
                           Committee shall have no authority to amend this
                           Agreement.

                  8.1.10   To notify any Party of the rescission of its interest
                           in this Agreement due to its failure to continue to
                           meet the requirements of Section 16.1.

                  8.1.11   To arrange for legal representation for filing this
                           Agreement (and any subsequent amendments) with FERC
                           and supporting the Agreement (or amendments) in any
                           FERC proceeding, and for other purposes as required.

         8.2      Operating Committee:

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 18
Rate Schedule FERC No. 6

                           The Operating Committee shall consist of one
                  representative and an alternate from each Party designated
                  pursuant to Section 8.5. The responsibilities of the Operating
                  Committee are as follows:

                  8.2.1    To establish, review, approve, or modify procedures
                           and standard practices, consistent with the
                           provisions hereof, for the guidance of load
                           dispatchers and other operating employees in the
                           Parties' electric systems as to matters affecting
                           transactions under this Agreement.

                  8.2.2    To submit to the Executive Committee any proposed new
                           or revised Service Schedules.

                  8.2.3    To establish, review, approve, or modify any
                           scheduling or operating procedures required in
                           connection with transactions under this Agreement.

                  8.2.4    To direct the Operating Agent in matters governed by
                           this Agreement.

                  8.2.5    To review and make recommendations to the Executive
                           Committee for approval of the Operating Agent's
                           annual budget under this Agreement, including any
                           proposed revisions thereto, within thirty (30) days
                           of receipt from the Operating Agent.

                  8.2.6    To review and recommend as necessary the types and
                           arrangement of equipment for intersystem
                           communication facilities to enhance transactions and
                           benefits under this Agreement.

                  8.2.7    To review the Operating Agent's estimated total costs
                           of providing, having provided or contracting for a
                           Hub.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 19
Rate Schedule FERC No. 6

                  8.2.8    To review new member applications for membership to
                           this Agreement and make recommendations on said
                           applications to the Executive Committee.

                  8.2.9    To do such other things and carry out such duties as
                           specifically required or authorized by this Agreement
                           or as directed by the Executive Committee; provided,
                           however, that the Operating Committee shall have no
                           authority to amend this Agreement.

         8.3      All matters which require Operating Committee or Executive
                  Committee approval as provided in this Agreement shall be by
                  no less than ninety percent (90%) affirmative agreement of the
                  committee members present.

         8.4      Unless otherwise agreed by all committee members, the
                  chairperson of each committee shall provide the other Parties
                  at least ten (10) Business Days advance notification of all
                  committee meetings, including an agenda of matters to be
                  discussed and voted on at the meeting. All material issues to
                  be submitted to a vote of the committee shall appear on the
                  agenda. Prior to the selection of a chairperson the Operating
                  Agent shall provide such advance notice for the initial
                  meeting of each committee.

         8.5      Each Party shall give written notice to the other Parties of
                  the name of its designated representative and alternate
                  representative (to act in the absence of the designated
                  representative) on each committee within thirty (30) days
                  after the execution of this Agreement. Notice of any change of
                  representative or alternate

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 20
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 20

                  representative shall be given by written notice to the other
                  Parties. Each Party's designated representative shall be
                  authorized to act on its behalf with respect to those
                  committee responsibilities provided herein.

         8.6      Each committee shall meet as necessary or at the request of
                  any Party.

         8.7      Each committee shall elect a chairperson and other officers at
                  its first meeting.

9.       PAYMENTS:

         9.1      The accounting and billing period for transactions under
                  Service Schedules to this Agreement shall be one (1) calendar
                  month, unless otherwise specified in a Service Schedule agreed
                  to through a Confirmation Agreement. Bills sent to any Party
                  shall be sent to the appropriate billing address as set forth
                  on the WSPP homepage or as otherwise specified by such Party.

         9.2      Payments for amounts billed under Service Schedules hereto
                  shall be paid so that such payments are received by the Party
                  to be paid on the 20th day of the invoicing month or the tenth
                  (10) day after receipt of the bill, whichever is later.
                  Notwithstanding the foregoing, Premiums shall be paid within
                  three (3) Business Days of receipt of the invoice therefor.
                  Payment shall be made at the location designated by the Party
                  to which payment is due. Payment shall be considered received
                  when payment is received by the Party to which Payment is due
                  at the location designated by that Party. If the due date
                  falls on a non-Business Day of either Party, then the payment
                  shall be due on the next following Business Day.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2001
           Western Systems Power Pool
Issued on: May 2, 2001

<PAGE>

Western Systems Power Pool                                Original Sheet No. 20A
Rate Schedule FERC No. 6

         9.3      Amounts not paid on or before the due date shall be payable
                  with interest accrued at the rate of one percent (1%) per
                  month, or the maximum interest rate permitted

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2001
           Western Systems Power Pool
Issued on: May 2, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 21
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 21

                  by law, if any, whichever is less, prorated by days from the
                  due date to the date of payment unless and until the Executive
                  Committee shall determine another rate.

         9.4      In case any portion of any bill is in dispute, the entire bill
                  shall be paid when due. Any excess amount of bills which,
                  through inadvertent errors or as a result of a dispute, may
                  have been overpaid shall be returned by the owing Party upon
                  determination of the correct amount, with interest accrued at
                  the rate of one percent (1%) per month, or the maximum
                  interest rate permitted by law, if any, whichever is less,
                  prorated by days from the date of overpayment to the date of
                  refund unless and until the Executive Committee shall
                  determine another rate. The Parties shall have no rights to
                  dispute the accuracy of any bill or payment after a period of
                  two (2) years from the date on which the first bill was
                  delivered for a specific transaction.

         9.5      If a Party's records reveal that a bill was not delivered for
                  a specific transaction, then the Party may deliver to the
                  appropriate Party a bill within two (2) years from the date on
                  which the bill would have been delivered under Section 9.1 of
                  this Agreement. The right to payment is waived with respect to
                  transactions, or portions thereof, not billed within such two
                  (2) year period.

         9.6      Each Party, or any third party representative of a Party,
                  shall keep complete and accurate records, and shall maintain
                  such data as may be necessary for the purpose of ascertaining
                  the accuracy of all relevant data, estimates, or statements

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2001
           Western Systems Power Pool
Issued on: May 2, 2001

<PAGE>

Western Systems Power Pool                                Original Sheet No. 21A
Rate Schedule FERC No. 6

                  of charges submitted hereunder for a period of two (2) years
                  from the date the first bill was delivered for a specific
                  transaction completed under this Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2001
           Western Systems Power Pool
Issued on: May 2, 2001

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 22
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 22

                  Within a two (2) year period from the date the first bill was
                  delivered under this Agreement, any Party to that transaction
                  may request in writing copies of the records of the other
                  Party for that transaction to the extent reasonably necessary
                  to verify the accuracy of any statement or charge. The Party
                  from which documents or data has been requested shall
                  cooperate in providing the documents and data within a
                  reasonable time period.

10.      UNCONTROLLABLE FORCES:

                  No Party shall be considered to be in breach of this Agreement
         or any applicable Confirmation Agreement to the extent that a failure
         to perform its obligations under this Agreement or any such
         Confirmation Agreement shall be due to an Uncontrollable Force. The
         term "Uncontrollable Force" means an event or circumstance which
         prevents one Party from performing its obligations under one or more
         transactions, which event or circumstance is not within the reasonable
         control of, or the result of the negligence of the claiming Party, and
         which by the exercise of due diligence, the claiming Party is unable to
         avoid, cause to be avoided, or overcome. So long as the requirements of
         the preceding sentence are met, "Uncontrollable Forces" may include and
         are not restricted to flood, drought, earthquake, storm, fire,
         lightning, epidemic, war, riot, civil disturbance or disobedience,
         labor dispute, labor or material shortage, sabotage, restraint by court
         order or public authority, and action or nonaction by, or failure to
         obtain the necessary authorizations or approvals from, any governmental
         agency or authority.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 22A
Rate Schedule FERC No. 6

         The following shall not be considered "Uncontrollable Forces": (i) the
         price of electricity faced by Seller; or (ii) Purchaser's inability due
         to price to use or resell the power purchased hereunder. No Party
         shall, however, be relieved of liability for failure of performance to
         the extent that such failure is due to causes arising out of its own
         negligence or due to removable or remediable causes which it fails to
         remove or remedy within a reasonable time period. Nothing contained
         herein shall be construed to require a

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 23
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 23

         Party to settle any strike or labor dispute in which it may be
         involved. Any Party rendered unable to fulfill any of its obligations
         by reason of an Uncontrollable Force shall give prompt notice of such
         fact and shall exercise due diligence, as provided above, to remove
         such inability within a reasonable time period. If oral notice is
         provided, it shall be promptly followed by written notice.

                  Notwithstanding the "due diligence" obligations or obligations
         to remove or remedy the causes set forth in the foregoing paragraph
         (which do not apply to this paragraph except as specified below), where
         the entity providing transmission services for transactions under any
         Service Schedule interrupts such transmission service, the interruption
         in transmission service shall be considered an Uncontrollable Force
         under this Section 10 only in the following two sets of circumstances:

         (1)      An interruption in transmission service shall be considered an
                  Uncontrollable Force if (a) the Parties agreed on a
                  transmission path for that transaction at the time the
                  transaction under this Agreement was entered into by the
                  Parties' thereto, (b) firm transmission involving that
                  transmission path was obtained pursuant to a transmission
                  tariff or contract to effectuate the transaction under the
                  applicable Service Schedule, and (c) the entity providing
                  transmission service curtailed or interrupted such firm
                  transmission pursuant to the applicable transmission tariff or
                  contract;

         (2)      if the Parties did not agree on the transmission path for a
                  transaction at the time the transaction was entered into, an
                  interruption in transmission service shall be

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 24
Rate Schedule FERC No. 6

                  considered an Uncontrollable Force only if (a) the Party
                  contracting for transmission services shall have made
                  arrangements with the entity providing transmission service
                  for firm transmission to effectuate the transaction under the
                  applicable Service Schedule, (b) the entity providing
                  transmission service curtailed or interrupted such
                  transmission service due to an event of Uncontrollable Forces
                  or provision of like effect, and (c) the Party which
                  contracted for such firm transmission services could not
                  obtain alternate energy at the delivery point, alternate
                  transmission services, or alternate means of delivering energy
                  after exercising due diligence.

                  No Party shall be relieved by operation of this Section 10 of
         any liability to pay for power delivered to the Purchaser or to make
         payments then due or which the Party is obligated to make with respect
         to performance which occurred prior to the Uncontrollable Force.

11.      WAIVERS:

                  Any waiver at any time by any Party of its rights with respect
         to a default under this Agreement or any Confirmation Agreements, or
         any other matter under this Agreement, shall not be deemed a waiver
         with respect to any subsequent default of the same or any other matter.

12.      NOTICES:

         12.1     Except for the oral notice provided for in Section 10 of this
                  Agreement, any formal notice, demand or request provided for
                  in this Agreement shall be in

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 25
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 25

                  writing and shall be deemed properly served, given or made if
                  delivered in person, or sent by either registered or certified
                  mail (postage prepaid), prepaid telegram, fax, overnight
                  delivery (with record of receipt), or other means agreed to by
                  the Parties.

         12.2     RESERVED

         12.3     Notices and requests of a routine nature applicable to
                  delivery or receipt of power or energy or operation of
                  facilities shall be given in such manner as the committees
                  from time to time or the Parties to a transaction shall
                  prescribe.

13.      APPROVALS:

         13.1     This Agreement is subject to valid laws, orders, rules and
                  regulations of duly constituted authorities having
                  jurisdiction. Nothing contained in this Agreement shall give
                  FERC jurisdiction over those Parties not otherwise subject to
                  such jurisdiction or be construed as a grant of jurisdiction
                  over any Party by any state or federal agency not otherwise
                  having jurisdiction by law.

         13.2     This Agreement, including any Service Schedule hereto, shall
                  become effective as to any Party when it is accepted for
                  filing by FERC, without changes or conditions unacceptable to
                  such Party, for application to the Parties subject to FERC
                  jurisdiction under the Federal Power Act; provided, however,
                  that nothing in this Agreement is intended to restrict the
                  authority of the Bonneville Power Administration (BPA)
                  pursuant to applicable statutory authority to use its existing

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 25A
Rate Schedule FERC No. 6

                  wholesale power and transmission rates or to adopt new rates,
                  rate schedules, or general rate schedule provisions for
                  application under this Agreement and obtain

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 26
Rate Schedule FERC No. 6

                  interim or final approval of those rates from FERC pursuant to
                  Section 7 of the Pacific Northwest Electric Power Planning and
                  Conservation Act, 16 U.S.C. Sec. 839e, provided such rates do
                  not exceed the maximum rates in the applicable Service
                  Schedule and are consistent with the terms and conditions of
                  said Service Schedule. If, upon filing of this Agreement by
                  Parties subject to FERC jurisdiction under the Federal Power
                  Act, FERC orders a hearing to determine whether this Agreement
                  or a Service Schedule under this Agreement is just and
                  reasonable under the Federal Power Act, the Agreement or
                  Service Schedule shall not become effective until the date
                  when an order issued by FERC, determining this Agreement or
                  the Service Schedule to be just and reasonable without changes
                  or new conditions unacceptable to the Parties, is no longer
                  subject to judicial review. Any changes or conditions imposed
                  by any agency or court, including FERC ordering a hearing,
                  shall be cause for immediate withdrawal by any nonconsenting
                  Party.

         13.3     The Parties subject to FERC jurisdiction under the Federal
                  Power Act shall have the right to terminate their
                  participation in this Agreement, and any rate schedule or
                  services included herein, pursuant to the terms of Section 5
                  of this Agreement and without the necessity of further filing
                  with or approval by FERC.

         13.4     Any amendment or change in maximum rates specified in the
                  Service Schedules shall not become effective with regard to
                  any Party that is subject to FERC jurisdiction under the
                  Federal Power Act until it is accepted for filing or

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 27
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 27

                  confirmed and approved by FERC as specified in and subject to
                  the conditions of Section 13.2.

         13.5     Nothing contained in this Agreement shall be construed to
                  establish any precedent for any other agreement or to grant
                  any rights to or impose any obligations on any Party beyond
                  the scope and term of this Agreement.

14.      TRANSFER OF INTEREST IN AGREEMENT:

                  No Party shall voluntarily transfer its membership under this
         Agreement without the written consent and approval of all other Parties
         except to a Successor in Operation of such Party. With regard to the
         transfer of the rights and obligations of any Party associated with
         transactions under the Service Schedules, neither Party may assign such
         rights or obligations unless (a) the other Party provides its prior
         written consent which shall not be unreasonably withheld; or (b) the
         assignment is to a Successor in Operation which provides reasonable
         creditworthiness assurances (see Section 27 for examples of such
         assurances) if required by the non-assigning Party based upon its
         reasonably exercised discretion. Any successor or assignee of the
         rights of any Party, whether by voluntary transfer, judicial or
         foreclosure sale or otherwise, shall be subject to all the provisions
         and conditions of this Agreement and Confirmation Agreements (where
         applicable) to the same extent as though such successor or assignee
         were the original Party under this Agreement or the Confirmation
         Agreements, and no assignment or transfer of any rights under this
         Agreement or any Confirmation

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 27A
Rate Schedule FERC No. 6

         Agreement shall be effective unless and until the assignee or
         transferee agrees in writing to assume all of the obligations of the
         assignor or transferor and to be bound by all of the provisions and

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 28
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 28

         conditions of this Agreement and any Confirmation Agreement (where
         applicable). The execution of a mortgage or trust deed or a judicial or
         foreclosure sale made thereunder shall not be deemed a voluntary
         transfer within the meaning of this Section 14.

15.      SEVERABILITY:

                  In the event that any of the terms, covenants or conditions of
         this Agreement or any Confirmation Agreement, or the application of any
         such term, covenant or condition, shall be held invalid as to any
         person or circumstance by any court, regulatory agency, or other
         regulatory body having jurisdiction, all other terms, covenants or
         conditions of this Agreement and the Confirmation Agreement and their
         application shall not be affected thereby, but shall remain in force
         and effect unless a court, regulatory agency, or other regulatory body
         holds that the provisions are not separable from all other provisions
         of this Agreement or such Confirmation Agreement.

16.      MEMBERSHIP:

         16.1     Any Electric Utility, Retail Entity or Qualifying Facility may
                  become a Party to this Agreement. The Executive Committee
                  shall notify such Electric Utility, Retail Entity or
                  Qualifying Facility of its decision within sixty (60) days of
                  a request to become a Party to this Agreement, and any
                  acceptable entity shall become a Party hereto by the execution
                  of this Agreement or a counterpart hereof, payment of costs
                  pursuant to Section 16.4, and concluding any necessary
                  acceptance or approval referred to in Section 13. Any such
                  Party, if it is subject to the ratemaking jurisdiction of
                  FERC,

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2001
           Western Systems Power Pool
Issued on: May 2, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 29
Rate Schedule FERC No. 6

                  shall be responsible for any FERC filing necessary for it to
                  implement its performance under this Agreement.

         16.2     Each Party shall continue to meet the requirements of Section
                  16.1 in order to remain a Party to this Agreement

         16.3     Being a Party to this Agreement shall not serve as a
                  substitute for contractual arrangements that may be needed
                  between any Party which operates a Control Area and any other
                  Party which operates within that Control Area.

         16.4     Any entity that becomes a Party to this Agreement which was
                  not a party to the experimental Western Systems Power Pool
                  Agreement shall pay a one time fee of $25,000 under this
                  Agreement in recognition of prior efforts and costs incurred
                  by the parties to the experimental Western Systems Power Pool
                  Agreement, which efforts greatly facilitated development of
                  this Agreement. Such fee shall be credited to future costs of
                  the Operating Agent incurred hereunder.

17.      RELATIONSHIP OF PARTIES:

         17.1     Nothing contained herein or in any Confirmation Agreement
                  shall be construed to create an association, joint venture,
                  trust, or partnership, or impose a trust or partnership
                  covenant, obligation, or liability on or with regard to any
                  one or more of the Parties. Each Party shall be individually
                  responsible for its own covenants, obligations, and
                  liabilities under this Agreement and under any applicable
                  Confirmation Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 30
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 30

         17.2     All rights of the Parties are several, not joint. No Party
                  shall be under the control of or shall be deemed to control
                  another Party. Except as expressly provided in this Agreement,
                  no Party shall have a right or power to bind another Party
                  without its express written consent.

18.      NO DEDICATION OF FACILITIES:

                  Any undertaking by one Party to another Party under any
         provision of this Agreement shall not constitute the dedication of the
         electric system or any portion thereof of the undertaking Party to the
         public or to the other Party, and it is understood and agreed that any
         such undertaking under any provision of this Agreement by a Party shall
         cease upon the termination of such Party's obligations under this
         Agreement.

19.      NO RETAIL SERVICES:

                  Nothing contained in this Agreement shall grant any rights to
         or obligate any Party to provide any services hereunder directly to or
         for retail customers of any Party.

20.      THIRD PARTY BENEFICIARIES:

                  This Agreement shall not be construed to create rights, in, or
         to grant remedies to, any third party as a beneficiary of this
         Agreement or of any duty, obligation or undertaking established herein
         except as provided for in Section 14.

21.      LIABILITY AND DAMAGES:

         21.1a    This Agreement contains express remedies or measures of
                  damages in Sections 21.3 and 22 for non-performance or
                  default.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 30A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 30A

                  ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. Therefore,
                  except as provided in Sections 21.3 and 22, no Party or its
                  directors, members of its governing bodies, officers or
                  employees shall be liable to any other Party or Parties for
                  any loss or damage to property, loss of earnings, or revenues,
                  personal injury, or any other direct, indirect, or
                  consequential damages or injury, or punitive damages, which
                  may occur or result from the performance or non-performance of
                  this Agreement (including any applicable Confirmation
                  Agreement), including any negligence arising hereunder. Any
                  liability or damages faced by an officer or employee of a
                  Federal agency or by that agency that would result from the
                  operation of this provision shall not be inconsistent with
                  Federal law.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 31
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 31

         21.2     Notwithstanding any other provision in this Agreement, any
                  Party due monies under this Agreement, the amounts of which
                  are not in dispute or if disputed have been the subject of a
                  decision awarding such amounts, (i) shall have the right to
                  seek payment of such monies in any forum having competent
                  jurisdiction and (ii) shall possess the right to seek relief
                  directly from that forum without first utilizing the mediation
                  or arbitration provisions of this Agreement and without
                  exercising termination and liquidation rights under Section
                  22.

         21.3     The following damages provision shall apply to transactions
                  under Service Schedules B and C. For transactions under
                  Service Schedule A, this damages provision or some other
                  damages provision will apply only if such a damages provision
                  is agreed to through a Confirmation Agreement. The damages
                  under this Section 21.3 apply to a Party's failure to deliver
                  or receive electric power or energy in violation of the terms
                  of the Agreement and any Confirmation Agreement. The Contract
                  Quantity and Contract Price referred to in this Section

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 31A
Rate Schedule FERC No. 6

                  21.3 are part of the agreement between the Parties for which
                  damages are being calculated under this Section.

                  (a)      If either Party fails to deliver or receive, as the
                           case may be, the quantities of electric power or
                           energy due under the Agreement and any Confirmation
                           Agreement (thereby becoming a "Non-Performing Party"
                           for the purposes of this Section 21.3), the other
                           party (the "Performing

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 32
Rate Schedule FERC No. 6

                           Party") shall be entitled to receive from the
                           Non-Performing Party an amount calculated as follows
                           (unless performance is excused by Uncontrollable
                           Forces as provided in Section 10, the applicable
                           Service Schedule, or by the Performing Party):

                           (1)      If the amount the Purchaser scheduled or
                                    received in any hour is less than the
                                    applicable hourly Contract Quantity, then
                                    the Purchaser shall be liable for (a) the
                                    product of the amount (whether positive or
                                    negative), if any, by which the Contract
                                    Price differed from the Sales Price
                                    (Contract Price - Sales Price) and the
                                    amount by which the quantity received by the
                                    Purchaser was less than the hourly Contract
                                    Quantity; plus (b) the amount of
                                    transmission charge(s), if any, for firm
                                    transmission service upstream of the
                                    delivery point, which the Seller incurred to
                                    achieve the Sales Price, less the reduction,
                                    if any, in transmission charge(s) achieved
                                    as a result of the reduction in the
                                    Purchaser's schedule or receipt of electric
                                    energy (based on Seller's reasonable
                                    commercial efforts to achieve such
                                    reduction). If the total amounts for all
                                    hours calculated under this paragraph (1)
                                    are negative, then neither the Purchaser nor
                                    the Seller shall pay any amount under this
                                    Section 21.3(a)(1).

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 33
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 33

                           (2)      If the amount the Seller scheduled or
                                    delivered in any hour is less than the
                                    applicable hourly Contract Quantity, then
                                    the Seller shall be liable for (a) the
                                    product of the amount (whether positive or
                                    negative), if any, by which the Replacement
                                    Price differed from the Contract Price
                                    (Replacement Price - Contract Price) and the
                                    amount by which the quantity delivered by
                                    the Seller was less than the hourly Contract
                                    Quantity; plus (b) the amount of
                                    transmission charge(s), if any, for firm
                                    transmission service downstream of the
                                    delivery point, which the Purchaser incurred
                                    to achieve the Replacement Price, less the
                                    reduction, if any, in transmission charge(s)
                                    achieved as a result of the reduction in the
                                    Seller's schedule or delivery (based on
                                    Purchaser's reasonable commercial effort to
                                    achieve such reduction). If the total
                                    amounts for all hours calculated under this
                                    paragraph (2) are negative, then neither the
                                    Purchaser nor the Seller shall pay any
                                    amount under this Section 21.3(a)(2).

                           (3)      The Non-Performing Party also shall
                                    reimburse the Performing Party for any
                                    charges imposed on the Performing Party
                                    under open access transmission tariffs due
                                    to the non-performance.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 33A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 33A

                           (4)      The Non-Performing Party shall pay any
                                    amount due from it under this section within
                                    the billing period as specified in Section 9
                                    of this Agreement or agreed to in the
                                    applicable Confirmation Agreement if the
                                    Parties agreed to revise the billing period
                                    in Section 9.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 34
Rate Schedule FERC No. 6

                  (b)      The Parties agree that the amounts recoverable under
                           this Section 21.3 are a reasonable estimate of loss
                           and not a penalty, and represent the sole and
                           exclusive remedy for the Performing Party. Such
                           amounts are payable for the loss of bargain and the
                           loss of protection against future risks.

                  (c)      Each Party agrees that it has a duty to mitigate
                           damages in a commercially reasonable manner to
                           minimize any damages it may incur as a result of the
                           other Party's performance or non-performance of this
                           Agreement.

                  (d)      In the event the Non-Performing Party disputes the
                           calculation of the damages under this Section 21.3,
                           the Non-Performing Party shall pay the full amount of
                           the damages as required by Section 9 of this
                           Agreement to the Performing Party. After informal
                           dispute resolution as required by Section 34.1, any
                           remaining dispute involving the calculation of the
                           damages shall be referred to binding dispute
                           resolution as provided by Section 34.2 of this
                           Agreement. If resolution or agreement results in
                           refunds or the need for refunds to the Non-Performing
                           Party, such refunds shall be calculated in accordance
                           with Section 9.4 of this Agreement.

22.      DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND CONFIRMATION
         AGREEMENTS:

         22.1     EVENTS OF DEFAULT

                  An "Event of Default" shall mean with respect to a Party
         ("Defaulting Party"):

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 35
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 35

                  (a)      the failure by the Defaulting Party to make, when
                           due, any payment required pursuant to this Agreement
                           or Confirmation Agreement if such failure is not
                           remedied within two (2) Business Days after written
                           notice of such failure is given to the Defaulting
                           Party by the other Party ("the Non-Defaulting
                           Party"). The Non-Defaulting Party shall provide the
                           notice by facsimile to the designated contact person
                           for the Defaulting Party and also shall send the
                           notice by overnight delivery to such contact person;
                           or

                  (b)      the failure by the Defaulting Party to provide clear
                           and good title as required by Section 33.3, or to
                           have made accurate representations and warranties as
                           required by Section 37 and such failure is not cured
                           within five (5) Business Days after written notice
                           thereof to the Defaulting Party; or

                  (c)      The institution, with respect to the Defaulting
                           Party, by the Defaulting Party or by another person
                           or entity of a bankruptcy, reorganization,
                           moratorium, liquidation or similar insolvency
                           proceeding or other relief under any bankruptcy or
                           insolvency law affecting creditor's rights or a
                           petition is presented or instituted for its
                           winding-up or liquidation; or

                  (d)      The failure by the Defaulting Party to provide
                           adequate assurances of its ability to perform all of
                           its outstanding material obligations to the
                           Non-Defaulting Party under the Agreement or
                           Confirmation Agreement

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 36
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 36

                           pursuant to Section 27 of this Agreement or any
                           substitute or modified provision in the Confirmation
                           Agreement.

                  (e)      With respect to its Guarantor, if any:

                           (i)      if a material representation or warranty
                                    made by a Guarantor in connection with this
                                    Agreement, or any transaction entered into
                                    hereunder, is false or misleading in any
                                    material respect when made or when deemed
                                    made or repeated; or

                           (ii)     the failure of a Guarantor to make any
                                    payment required or to perform any other
                                    material covenant or obligation in any
                                    guarantee made in connection with this
                                    Agreement, including any transaction entered
                                    into hereunder, and such failure shall not
                                    be remedied within three (3) Business Days
                                    after written notice; or

                           (iii)    the institution, with respect to the
                                    Guarantor, by the Guarantor or by another
                                    person or entity of a bankruptcy,
                                    reorganization, moratorium, liquidation or
                                    similar insolvency proceeding or other
                                    relief under any bankruptcy or insolvency
                                    law affecting creditor's rights or a
                                    petition is presented or instituted for its
                                    winding-up or liquidation; or

                           (iv)     the failure, without written consent of the
                                    other Party, of a Guarantor's guarantee to
                                    be in full force and effect for purposes of
                                    this Agreement (other than in accordance
                                    with its terms) prior to

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                          Second Revised Sheet No. 36A
Rate Schedule FERC No. 6                 Superseding First Revised Sheet No. 36A

                                    the satisfaction of all obligations of such
                                    Party under each transaction to which such
                                    guarantee shall relate; or

                           (v)      a Guarantor shall repudiate, disaffirm,
                                    disclaim, or reject, in whole or in part, or
                                    challenge the validity of, any guarantee.

         22.2     REMEDIES FOR EVENTS OF DEFAULT

                           If an Event of Default occurs, the Non-Defaulting
                  Party shall possess the right to terminate all transactions
                  between the Parties under this Agreement upon written notice
                  (by facsimile or other reasonable means) to the Defaulting
                  Party, such notice of termination to be effective immediately
                  upon receipt. If the Non-Defaulting Party fails to exercise
                  this right of termination within thirty (30) days following
                  the time when the Event of Default becomes known (or more than
                  thirty days if the Non-Defaulting and Defaulting Parties agree
                  to an extension), then such right of termination shall no
                  longer be available to the Non-Defaulting Party as a remedy
                  for the Event(s) of Default; provided, however, this thirty
                  day requirement for exercising termination rights shall not
                  apply to defaults pursuant to Sections 22.1(c) and
                  22.1(e)(iii). The Non-Defaulting Party terminating
                  transaction(s) under this Section 22.2 may do so without
                  making a filing at FERC.

                           Upon termination, the Non-Defaulting Party shall
                  liquidate all transactions as soon as practicable, provided
                  that in no event will the Non-Defaulting Party be allowed to
                  liquidate Service Schedule A transactions. The payment
                  associated with termination ("Termination Payment") shall be
                  calculated in accordance with

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 36B
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 36B

                  this Section 22.2 and Section 22.3. The Termination Payment
                  shall be the sole and exclusive remedy for the Non-Defaulting
                  Party for each terminated transaction ("Terminated
                  Transaction") for the time period beginning at the time notice
                  of termination under this Section 22 is received. Prior to
                  receipt

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 37
Rate Schedule FERC No. 6

                  of such notice of termination by the Defaulting Party, the
                  Non-Defaulting Party may exercise any remedies available to it
                  under Section 21.3 of this Agreement or Confirmation
                  Agreement(s), and any other remedies available to it at law or
                  otherwise.

                           Upon termination, the Non-Defaulting Party may
                  withhold any payments it owes the Defaulting Party for any
                  obligations incurred prior to termination under this Agreement
                  or Confirmation Agreement(s) until the Defaulting Party pays
                  the Termination Payment to the Non-Defaulting Party. The
                  Non-Defaulting Party shall possess the right to set-off the
                  amount due it under this Section 22 by any such payments due
                  the Defaulting Party as provided in Section 22.3(d).

         22.3     LIQUIDATION CALCULATION OPTIONS

                           The Non-Defaulting Party shall calculate the
                  Termination Payment as follows:

                  (a)      The Gains and Losses shall be determined by comparing
                           the value of the remaining term, transaction
                           quantities, and transaction prices under each
                           Terminated Transaction had it not been terminated to
                           the equivalent quantities and relevant market prices
                           for the remaining term either quoted by a bona fide
                           third-party offer or which are reasonably expected to
                           be available in the market under a replacement
                           contract for each Terminated Transaction. To
                           ascertain the market prices of a replacement
                           contract, the Non-Defaulting Party may consider,
                           among other valuations, quotations

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 38
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 38

                           from Dealers in energy contracts, any or all of the
                           settlement prices of the NYMEX power futures
                           contracts (or NYMEX power options contracts in the
                           case of Physically-Settled Options) and other bona
                           fide third party offers, all adjusted for the length
                           of the remaining term and differences in
                           transmission. It is expressly agreed that the
                           Non-Defaulting Party shall not be required to enter
                           into replacement transactions in order to determine
                           the Termination Payment.

                  (b)      The Gains and Losses calculated under paragraph (a)
                           shall be discounted to present value using the
                           Present Value Rate as of the time of termination (to
                           take account to the period between the time notice of
                           termination was effective and when such amount would
                           have otherwise been due pursuant to the relevant
                           transaction). The "Present Value Rate" shall mean the
                           sum of 0.50% plus the yield reported on page "USD" of
                           the Bloomberg Financial Markets Services Screen (or,
                           if not available, any other nationally recognized
                           trading screen reporting on-line intraday trading in
                           United States government securities) at 11:00 a.m.
                           (New York City, New York time) for the United States
                           government securities having a maturity that matches
                           the average remaining term of the Terminated
                           Transactions; and

                  (c)      The Non-Defaulting Party shall set off or aggregate,
                           as appropriate, the Gains and Losses (as calculated
                           in Section 22.3(a)) and Costs and notify

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 39
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 39

                           the Defaulting Party. If the Non-Defaulting Party's
                           aggregate Losses and Costs exceed its aggregate
                           Gains, the Defaulting Party shall, within three (3)
                           Business Days of receipt of such notice, pay the
                           Termination Payment to the Non-Defaulting Party,
                           which amount shall bear interest at the Present Value
                           rate from the time notice of termination was received
                           until paid. If the Non-Defaulting Party's aggregate
                           Gains exceed its aggregate Losses and Costs, the
                           Non-Defaulting Party, after any set-off as provided
                           in paragraph (d), shall pay the remaining amount to
                           the Defaulting Party within three (3) Business Days
                           of the date notice of termination was received
                           including interest at the Present Value from the time
                           notice of termination was received until the
                           Defaulting Party receives payment.

                  (d)      The Non-Defaulting Party shall aggregate or set off,
                           as appropriate, at its election, any or all other
                           amounts owing between the Parties (discounted at the
                           Present Value Rate) under this Agreement and any
                           Confirmation Agreements against the Termination
                           Payment so that all such amounts are aggregated
                           and/or netted to a single liquidated amount. The net
                           amount due from any such liquidation shall be paid
                           within three (3) Business Days following the date
                           notice of termination is received.

                  (e)      (i)      If the Non-Defaulting Party owes the
                                    Defaulting Party monies under this Section
                                    22.3, then notwithstanding the three
                                    Business Day payment requirement detailed
                                    above, the Non-Defaulting

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 39A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 39A

                                    Party may elect to pay the Defaulting Party
                                    the monies owed under this Section 22.3 over
                                    the remaining life of the contract(s) being
                                    terminated. The Non-Defaulting Party may
                                    make this election by providing written
                                    notice to the Defaulting Party within three
                                    Business Days of the notice being provided
                                    to terminate and liquidate under this
                                    Section 22.3. The Non-Defaulting Party shall
                                    provide the Defaulting Party with the
                                    details on the method for recovering the
                                    monies owed over the remaining life of the
                                    contract(s). That method shall ensure that
                                    the Defaulting Party receives a payment each
                                    month through the end of the term of each
                                    contract which allows it to receive the
                                    monies which would have been due it under
                                    Sections 22.3(c) and (d) in total (to be
                                    recovered over the term of the contract(s)
                                    to replicate as closely as possible the
                                    payment streams under such contract(s))
                                    provided that the discounting using the
                                    Present Value Rate referenced in Section
                                    22.3 (b) shall not be reflected in
                                    determining the amounts to be recovered
                                    under this provision. Any disputes as to the
                                    methodology shall be resolved pursuant to
                                    the dispute resolution procedures in Section
                                    34, with binding arbitration pursuant to
                                    Section 34.2 required for disputes as to the
                                    methodology if mediation is unsuccessful.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 39B
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 39B

                           (ii)     This Section 22.3(e) and the rights and
                                    obligations under it shall survive
                                    termination of any applicable transactions
                                    or agreements.

                           (iii)    The Party owed monies under this Section
                                    22.3(e) shall have the right to request
                                    credit assurances consistent with Section 27
                                    even after termination of any contract or
                                    transaction.

                           (iv)     If the Party owing money defaults on its
                                    payment obligations consistent with Section
                                    22.1(a) or defaults with regard to providing
                                    credit assurances consistent with Section
                                    22.1(d), then the other Party shall have the
                                    right (by written notice) at any time after
                                    the Party owing money defaults to require
                                    that Party to pay all monies owed under all
                                    of the contracts subject to this Section
                                    22.3(e) within three Business Days of
                                    receipt of the written notice. The monies to
                                    be paid under this accelerated payment
                                    provision shall be the remaining amounts to
                                    be paid under the contract(s) reflecting a
                                    discount using the Present Value Rate from
                                    the date of the written notice.

                           If the Defaulting Party disagrees with the
                  calculation of the Termination Payment and the Parties cannot
                  otherwise resolve their differences, the calculation issue
                  shall be submitted to informal dispute resolution as provided
                  in Section 34.1

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 40
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 40

                  of this Agreement and thereafter binding dispute resolution
                  pursuant to Section 34.2 if the informal dispute resolution
                  does not succeed in resolving the dispute. Pending resolution
                  of the dispute, the Defaulting Party shall pay the full amount
                  of the Termination Payment calculated by the Non-Defaulting
                  Party within three (3) Business Days of receipt of notice as
                  set forth in Sections 22.3(c) and (d) subject to the
                  Non-Defaulting Party refunding, with interest, pursuant to
                  Section 9.4, any amounts determined to have been overpaid.

                           For purposes of this Section 22.3:

                  (i)      "Gains" means the economic benefit (exclusive of
                           Costs), if any, resulting from the termination of the
                           Terminated Transactions, determined in a commercially
                           reasonable manner as calculated in accordance with
                           this Section 22.3;

                  (ii)     "Losses" means the economic loss (exclusive of
                           Costs), if any, resulting from the termination of the
                           Terminated Transactions, determined in a commercially
                           reasonable manner as calculated in accordance with
                           this Section 22.3;

                  (iii)    "Costs" means brokerage fees, commissions and other
                           similar transaction costs and expenses reasonably
                           incurred in terminating any specifically related
                           arrangements which replace a Terminated Transaction,
                           transmission and ancillary service costs associated
                           with Terminated Transactions, and reasonable
                           attorneys' fees, if any, incurred in connection

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 41
Rate Schedule FERC No. 6

                           with the Non-Defaulting Party enforcing its rights
                           with regard to the Terminated Transactions. The
                           Non-Defaulting Party shall use reasonable efforts to
                           mitigate or eliminate these Costs.

                  (iv)     In no event, however, shall a Party's Gains, Losses
                           or Costs include any penalties or similar charges
                           imposed by the Non-Defaulting Party.

         22A.     DEFAULT IN PAYMENT OF WSPP OPERATING COSTS:

                  22A.1    A Party shall be deemed to be in default in payment
                           of its share of WSPP operating costs pursuant to
                           Section 7 of this Agreement, if any, when payment is
                           not received within ten (10) days after receipt of
                           written notice. A default by any Party in such
                           payment obligations shall be cured by payment of all
                           overdue amounts together with interest accrued at the
                           rate of one percent (1%) per month, or the maximum
                           interest rate permitted by law, if any, whichever is
                           less, prorated by days from the due date to the date
                           the payment curing the default is made unless and
                           until the Executive Committee shall determine another
                           rate.

                  22A.2    A defaulting Party, which is in default under Section
                           22.A1, shall be liable for all costs, including costs
                           of collection and reasonable attorney fees, plus
                           interest as provided in Section 22.A1 hereof.

                  22A.3    The rights under this Agreement of a Party which is
                           in default of its obligation to pay operating costs
                           under this Agreement for a period of three (3) months
                           or more may be revoked by a vote of the
                           non-defaulting

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 42
Rate Schedule FERC No. 6

                           Parties' representatives on the Executive Committee
                           consistent with Section 8.3. The defaulting Party's
                           rights shall not be revoked, however, unless said
                           Party has received at least thirty (30) days written
                           notice of the non-defaulting Parties' intent to
                           revoke such rights. Said notice shall state the date
                           on which the revocation of rights shall become
                           effective if the default is not cured and shall state
                           all actions which must be taken or amounts which must
                           be paid to cure the default. This provision allowing
                           the non-defaulting Parties to revoke such rights is
                           in addition to any other remedies provided in this
                           Agreement or at law and shall in no way limit the
                           non-defaulting Parties' ability to seek judicial
                           enforcement of the defaulting Party's obligations to
                           pay its share of the operating costs under this
                           Agreement. Upon the effective date of such revocation
                           of rights, the defaulting party shall not be allowed
                           to enter into any new transactions under this
                           Agreement. The defaulting party under the Agreement
                           or any Confirmation Agreements shall be required to
                           carry out all obligations that existed prior to the
                           effective date of such revocation. If a defaulting
                           Party's rights under this Agreement have been
                           revoked, the Executive Committee may restore that
                           Party's rights upon the defaulting Party paying all
                           amounts due and owing under this Agreement.

                  22A.4    Upon revocation of the rights of a defaulting Party
                           under this Agreement, Operating Agent costs hereunder
                           shall be equally shared among the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 43
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 43

                           remaining Parties. Cost allocation adjustments shall
                           be retroactive to the date of the default.

23.      OTHER AGREEMENTS:

                  No provision of this Agreement shall preclude any Party from
         entering into other agreements or conducting transactions under
         existing agreements with other Parties or third parties. This Agreement
         shall not be deemed to modify or change any rights or obligations under
         any prior contracts or agreements between or among any of the Parties.

24.      GOVERNING LAW:

                  This Agreement and any Confirmation Agreement shall be
         governed by and construed in accordance with the laws of the State of
         Utah, without regard to the conflicts of laws rules thereof. The
         foregoing notwithstanding, (1) if both the Seller and Purchaser are
         organized under the laws of Canada, then the laws of the province of
         the Seller shall govern, or (2) if the Seller or Purchaser is an agency
         of or part of the United States Government, then the laws of the United
         States of America shall govern.

25.      JUDGMENTS AND DETERMINATIONS:

                  Whenever it is provided in this Agreement that a Party shall
         be the sole judge of whether, to what extent, or under what conditions
         it will provide a given service, its exercise of its judgment shall be
         final and not subject to challenge. Whenever it is provided that (i) a
         service under a given transaction may be curtailed under certain
         conditions or circumstances, the existence of which are determined by
         or in the judgment of a Party, or (ii) the existence of qualifications
         for membership shall be determined by

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 44
Rate Schedule FERC No. 6

         the Executive Committee pursuant to Section 16, that Party's or the
         Executive Committee's determination or exercise of judgment shall be
         final and not subject to challenge if it is made in good faith and not
         made arbitrarily or capriciously.

26.      COMPLETE AGREEMENT:

                  This Agreement and any subsequent amendments, including the
         Service Schedules and Exhibits incorporated herein, and any
         Confirmation Agreement, shall constitute the full and complete
         agreement of the Parties with respect to the subject matter hereof, and
         all prior or contemporaneous representations, statements, negotiations,
         understandings and inducements are fully merged and incorporated in
         this Agreement.

27.      CREDITWORTHINESS:

                  Should a Party's creditworthiness, financial responsibility,
         or performance viability become unsatisfactory to the other Party in
         such other Party's reasonably exercised discretion with regard to any
         transaction pursuant to this Agreement and any Confirmation Agreement
         (after the transaction is agreed to or begins), the dissatisfied Party
         (the "First Party") may require the other Party (the "Second Party") to
         provide, at the Second Party's option (but subject to the First Party's
         acceptance based upon reasonably exercised discretion), either (1) the
         posting of a Letter of Credit, (2) a cash prepayment, (3) the posting
         of other acceptable collateral or security by the Second Party, (4) a
         Guarantee Agreement executed by a creditworthy entity; or (5) some
         other mutually agreeable method of satisfying the First Party. The
         Second Party's obligations under this Section 27 shall be limited to a
         reasonable estimate of the damages to the First Party

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 45
Rate Schedule FERC No. 6

         (consistent with Section 21.3 of this Agreement) if the Second Party
         were to fail to perform its obligations. Events which may trigger the
         First Party questioning the Second Party's creditworthiness, financial
         responsibility, or performance viability include, but are not limited
         to, the following:

         (1)      The First Party has knowledge that the Second Party (or its
                  Guarantor if applicable) are failing to perform or defaulting
                  under other contracts.

         (2)      The Second Party has exceeded any credit or trading limit set
                  out in the Confirmation Agreement or other agreement between
                  the Parties.

         (3)      The Second Party or its Guarantor has debt which is rated as
                  investment grade and that debt falls below the investment
                  grade rating by at least one rating agency or is below
                  investment grade and the rating of that debt is downgraded
                  further by at least one rating agency.

         (4)      Other material adverse changes in the Second Party's financial
                  condition occur.

         (5)      Substantial changes in market prices which materially and
                  adversely impact the Second Party's ability to perform under
                  this Agreement or any Confirmation Agreement occur.

                  If the Second Party fails to provide such reasonably
         satisfactory assurances of its ability to perform a transaction
         hereunder within three (3) Business Days of demand therefore, that will
         be considered an Event of Default under Section 22 of this Agreement
         and the First Party shall have the right to exercise any of the
         remedies provided for under

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 46
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 46

         that Section 22. Nothing contained in this Section 27 shall affect any
         credit agreement or arrangement, if any, between the Parties.

28.      NETTING:

         28.1     If the Purchaser and the Seller are each required to pay an
                  amount to each other in the same calendar month for
                  transactions under this Agreement, then such amounts with
                  respect to each Party may be aggregated and the Parties may
                  discharge their obligations to pay through netting of the
                  respective amounts due, in which case the Party, if any, owing
                  the greater aggregate amount may pay to the other Party the
                  difference between the amounts owed. Each Party reserves to
                  itself all rights, set-offs, counterclaims, and other remedies
                  and defenses (to the extent not expressly herein waived or
                  denied) which such Party has or may be entitled to arising
                  from or out of this Agreement and any applicable Confirmation
                  Agreements.

         28.2     Parties shall net payments (associated with transactions under
                  this Agreement and Confirmation Agreement) in accordance with
                  Exhibit A, if such Parties have executed the form attached as
                  Exhibit A. The Parties obligation to net shall include the
                  netting of all payments received by the Parties in the same
                  calendar month. Parties that have executed Exhibit A shall
                  provide a signed copy of

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 47
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 47

                  Exhibit A to a representative of the WSPP and to any Party
                  that requests a copy and indicate on the WSPP Homepage that
                  they have so executed Exhibit A (once the WSPP Homepage
                  possesses the necessary capability). If a Party indicated its
                  election to net payments on the WSPP Homepage and that Party
                  desires to withdraw its agreement to net, that Party shall
                  provide at least 30 days notice on the WSPP Homepage of the
                  change in its election to net and also shall provide,
                  concurrent with its withdrawal notice, written notice to all
                  Parties with which it has ongoing transactions or with which
                  it has committed to future transactions under the Agreement at
                  the time of the notice. Any such changes in netting status
                  shall apply beginning at least 30 days after notice required
                  by this Section 28.2 is provided and only shall apply to
                  transactions agreed to beginning on or after the date the
                  change in netting status becomes effective.

         28.3     The Parties may by separate agreement either through a
                  Confirmation Agreement or some other agreement set out
                  specific terms relating to the implementation of the netting
                  in addition to or in lieu of Exhibit A.

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                Original Sheet No. 47A
Rate Schedule FERC No. 6

29.      TAXES:

                  The Contract Price for all transactions under the Service
         Schedules shall include full reimbursement for, and the Seller is
         liable for and shall pay, or cause to be paid, or reimburse the
         Purchaser for if the Purchaser has paid, all taxes applicable to a
         transaction that arise prior to the delivery point. If the Purchaser is
         required to remit such tax, the amount shall be deducted from any sums
         due to the Seller. The Seller shall indemnify,

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 48
Rate Schedule FERC No. 6

         defend, and hold harmless the Purchaser from any claims for such taxes.
         The Contract Price does not include reimbursement for, and the
         Purchaser is liable for and shall pay, cause to be paid, or reimburse
         the Seller for if the Seller has paid, all taxes applicable to a
         transaction arising at and from the delivery point, including any taxes
         imposed or collected by a taxing authority with jurisdiction over the
         Purchaser. The Purchaser shall indemnify, defend, and hold harmless the
         Seller from any claims for such taxes. Either Party, upon written
         request of the other Party, shall provide a certificate of exemption or
         other reasonably satisfactory evidence of exemption if either Party is
         exempt from taxes, and shall use reasonable efforts to obtain and
         cooperate with the other Party in obtaining any exemption from or
         reduction of any tax. Taxes are any amounts imposed by a taxing
         authority associated with the transaction.

30.      CONFIDENTIALITY:

                  The terms of any transaction under the Service Schedules or
         any other information exchanged by the Purchaser and Seller relating to
         the transaction shall not be disclosed to any person not employed or
         retained by the Purchaser or the Seller or their affiliates, except to
         the extent disclosure is (1) required by law, (2) reasonably deemed by
         the disclosing Party to be required to be disclosed in connection with
         a dispute between or among the Parties, or the defense of any
         litigation or dispute, (3) otherwise permitted by consent of the other
         Party, which consent shall not be unreasonably withheld, (4) required
         to be made in connection with regulatory proceedings (including
         proceedings relating to FERC, the United States Securities and Exchange
         Commission or any other

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 49
Rate Schedule FERC No. 6

         federal, state or provincial regulatory agency); (5) required to comply
         with North American Electric Reliability Organization, regional
         reliability council, or successor organization requirements; or (6)
         necessary to obtain transmission service. In the event disclosure is
         made pursuant to this provision, the Parties shall use reasonable
         efforts to minimize the scope of any disclosure and have the recipients
         maintain the confidentiality of any documents or confidential
         information covered by this provision, including, if appropriate,
         seeking a protective order or similar mechanism in connection with any
         disclosure. This provision shall not apply to any information that was
         or is hereafter in the public domain (except as a result of a breach of
         this provision).

31.      TRANSMISSION TARIFF:

                  Pursuant to FERC Order No. 888, issued on April 24, 1996, and
         FERC orders where applicable, the WSPP Default Transmission Tariff has
         been filed and has become effective. The Parties agree to be bound by
         the terms of that Tariff for so long as they are Western Systems Power
         Pool members.

32.      TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS:

         32.1     The Parties' agreement to transaction specific terms which
                  constitute the Confirmation Agreement shall be made by one of
                  the following methods: (1) provision of pertinent information
                  through written Confirmation Agreements (see Exhibit C for a
                  sample); or (2) oral conversation, provided that such oral
                  conversation is recorded electronically. By mutual agreement
                  and consistent with and pursuant to the provisions of this
                  Section 32, the Parties to a transaction under

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            Third Revised Sheet No. 50
Rate Schedule FERC No. 6                 Superseding Second Revised Sheet No. 50

                  this Agreement may agree to modify any term of this Agreement
                  which applies to such transaction (but not to provisions
                  regarding the operation of the WSPP as an organization
                  including Sections 7 and 8), such agreement to be reflected in
                  a Confirmation Agreement. Written confirmation shall be
                  required for all transactions of one week or more. Upon
                  request of the Purchaser or at the election of the Seller, the
                  Seller shall provide written confirmation which must be
                  received by the Purchaser within five Business Days of the
                  date of the agreement or request. The Purchaser shall have
                  five Business Days from date of receipt to respond to the
                  confirmation. If the Purchaser does not respond within that
                  time period, the Seller's written confirmation shall be
                  considered as accepted and final except as provided in Section
                  32.5. If the Seller fails to provide any required written
                  confirmation within five Business Days, as described above,
                  then the Purchaser may submit a written confirmation to the
                  Seller. The Purchaser shall submit such written confirmation
                  within five Business Days after the deadline for submitting a
                  written confirmation applicable to the Seller as set forth
                  above has expired. If the Seller fails to respond to
                  Purchaser's confirmation within five Business Days, then the
                  Purchaser's written confirmation shall be considered as
                  accepted and final except as provided in Section 32.5.
                  Notwithstanding the foregoing, any failure of the Seller or
                  the Purchaser to provide written confirmation of the
                  transaction shall not invalidate any oral agreement of the
                  Parties except for oral agreements prohibited by Section 32.5.
                  Nor shall any oral agreement of the Parties be considered
                  invalidated

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 50A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 50A

                  before and during the time period the confirmation process is
                  ongoing and no final Confirmation Agreement under these
                  procedures or through mutual agreement has been reached.

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 51
Rate Schedule FERC No. 6

         32.2     The Parties agree not to contest, or assert any defense with
                  respect to, the validity or enforceability of any agreement to
                  the terms concerning a specific transaction(s), on the basis
                  that documentation of such terms fails to comply with the
                  requirements of any statute that agreements be written or
                  signed. Each Party consents to the recording by the other
                  Party, without any further notice, of telephone conversations
                  between representatives of the Parties, which contain
                  agreements to or discussion concerning the terms of a specific
                  transaction(s). All such recordings may be introduced and
                  admitted into evidence for the purpose of proving agreements
                  to terms, and any objection to such introduction or admission
                  for such purpose is hereby expressly waived. The terms
                  documented hereunder, whether stated in a written document or
                  a recording, are intended by the Parties as a final expression
                  of their agreement with respect to such terms as are included
                  therein and may not be contradicted by evidence of any prior
                  agreement, but may be supplemented by course of dealing,
                  performance, usage of trade and evidence of consistent
                  additional mutually agreed-upon terms.

         32.3     For individual transactions under the Service Schedules, the
                  Agreement as it may be modified or supplemented by a
                  Confirmation Agreement shall bind the Parties and govern the
                  transactions; provided, however, if the Parties to a
                  transaction do not reach agreement on such modification or
                  change to a term of the Agreement, or the Confirmation
                  Agreement is not considered accepted and final pursuant to
                  Section 32.1, then the term or terms of the Agreement, which
                  the Parties could not

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 52
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 52

                  reach agreement to modify or change or which are not
                  considered modified pursuant to Section 32.1, shall apply to
                  that transaction. In the event of a conflict between a binding
                  and effective Confirmation Agreement and this Agreement, the
                  Confirmation Agreement shall govern.

         32.4     The Seller shall not be required to file written confirmations
                  with FERC except as provided in the Service Schedules.

         32.5     When a Confirmation Agreement contains Non-Standard
                  Confirmation Provisions which are provisions other than those
                  set forth in paragraphs (a) - (l) of Exhibit C, those
                  Non-Standard Confirmation Provisions shall not be deemed to be
                  accepted pursuant to Section 32.1 unless agreed to: (i)
                  orally, with that oral agreement recorded (provided that such
                  oral agreement option only shall be available for transactions
                  of less than one week); or (ii) in a writing executed by both
                  Parties.

         32.6     Other Products and Service Levels: The Parties may agree to
                  use a product/service level defined by a different agreement
                  (e.g., the California ISO tariff, the ERCOT agreement or the
                  EEI agreement) for a particular transaction under this
                  Agreement. Unless the Parties expressly state and agree that
                  all the terms and conditions of such other agreement will
                  apply to any such transaction, the transaction shall be
                  subject to all the terms of this Agreement, except that (1)
                  all service level/product definitions, (2) force
                  majeure/uncontrollable force definitions, and (3) other terms
                  as mutually agreed shall have the meaning

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 52A
Rate Schedule FERC No. 6

                  ascribed to them in the different agreement or in the
                  applicable confirmation notice or agreement.

         32.7     Written confirmation pursuant to this Section 32 may be
                  provided in electronic format so long as the Parties to the
                  affected transaction or transactions have agreed on the
                  procedures and format for doing so.

33.      PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS UNDER SERVICE
         SCHEDULES:

         33.1     Performance

                  33.1.1   The Seller shall deliver to the delivery point(s) as
                           agreed to in the applicable Confirmation Agreement
                           and sell to the Purchaser in accordance with the
                           terms of the Agreement and such Confirmation
                           Agreement.

                  33.1.2   The Purchaser shall receive and purchase the Contract
                           Quantity, as agreed to by the Parties in the
                           applicable Confirmation Agreement, at the delivery
                           point(s) and purchase from the Seller in accordance
                           with the terms of the Agreement and such Confirmation
                           Agreement.

         33.2     Title and Risk of Loss

                           Title to and risk of loss of the electric energy
                  shall pass from the Seller to the Purchaser at the delivery
                  point agreed to in the Confirmation Agreement; provided,
                  however, with regard to federal agencies or parts of the
                  United States

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 53
Rate Schedule FERC No. 6

                  Government, title to and risk of loss shall pass to Purchaser
                  to the extent permitted by and consistent with applicable law.

         33.3     Warranties

                           The Seller warrants that it will transfer to the
                  Purchaser good title to the electric energy sold under the
                  Agreement and any Confirmation Agreement, free and clear of
                  all liens, claims, and encumbrances arising or attaching prior
                  to the delivery point and that Seller's sale is in compliance
                  with all applicable laws and regulations. THE SELLER HEREBY
                  DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
                  ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE.

34.      DISPUTE RESOLUTION:

         34.1     INFORMAL DISPUTE RESOLUTION

                           Before binding dispute resolution or any other form
                  of litigation may proceed, any dispute between the Parties to
                  a transaction under this Agreement first shall be referred to
                  nonbinding mediation. The Parties shall attempt to agree upon
                  a mediator from a list of ten (10) candidates provided by the
                  Chairman of the WSPP Operating Committee or his or her
                  designee. If the Parties are unable to agree, then the
                  Chairman or the designee shall appoint a mediator for the
                  dispute. Neither the mediator nor the person involved on
                  behalf of the WSPP in developing a list of mediators for the
                  Parties to choose from or in selecting the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 54
Rate Schedule FERC No. 6

                  mediator (if the Parties are unable to do so) shall possess a
                  direct or indirect interest in either Party or the subject
                  matter of the mediation. The WSPP shall establish procedures
                  for the appointment of mediators and the conduct of mediation
                  and those procedures shall apply to the mediation.

         34.2     BINDING DISPUTE RESOLUTION

                           The Parties to a dispute may elect binding dispute
                  resolution using the following process unless binding
                  arbitration of certain disputes is required under this
                  Agreement in which event the Parties shall use the process set
                  forth in this Section 34.2 to resolve such disputes, unless
                  the Parties otherwise agree:

                  (a)      WSPP Dispute Resolution: A Party to a dispute (if
                           binding dispute resolution is required) or all
                           Parties to a dispute (if agreement of the Parties is
                           required for binding dispute resolution) may initiate
                           binding dispute resolution under WSPP procedures by
                           notifying the Chairman of the WSPP Operating
                           Committee or his or her designee. The Chairman or his
                           or her designee shall provide the Parties with a list
                           of ten (10) eligible arbitrators. Within ten (10)
                           days of receiving the list, the Parties shall agree
                           on a single arbitrator from the list to conduct the
                           arbitration, or notify the Chairman of the Operating
                           Committee or the designee of their inability to reach
                           agreement. If notified of the Parties inability to
                           reach agreement, then the Chairman or the designee
                           shall choose the arbitrator from the list within five
                           (5) days. Neither the arbitrator nor the person

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 55
Rate Schedule FERC No. 6

                           involved on behalf of the WSPP in developing a list
                           of arbitrators for the Parties to choose from or in
                           selecting the arbitrator (if the Parties are unable
                           to do so) shall possess a direct or indirect interest
                           in either Party or the subject matter of the
                           arbitration. The Procedures to be used for this
                           arbitration shall follow the arbitration procedures
                           which shall be developed and maintained by the WSPP
                           and the procedures will be generally consistent with
                           the commercial arbitration rules of the American
                           Arbitration Association though not involving the
                           Association.

                           If the Parties agree to binding dispute resolution
                  under this Section 34.2, each Party understands that it will
                  not be able to bring a lawsuit concerning any dispute that may
                  arise which is covered by this arbitration provision.
                  Notwithstanding the foregoing, nothing herein is intended to
                  waive any provision of the Federal Arbitration Act, 9 U.S.C.
                  Section 1, et. seq., or any right under state statute or
                  common law to challenge an arbitration award or to prevent any
                  action to enforce any arbitration award.

                           A Party's liability and damages under any arbitration
                  award resulting from the process set forth in this Section
                  34.2 shall be limited as provided in this Agreement or in any
                  Confirmation Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 56
Rate Schedule FERC No. 6

                  34.3     COSTS

                           Each Party shall be responsible for its own costs and
                  those of its counsel and representatives. The Parties shall
                  equally divide the costs of the arbitrator or mediator and the
                  hearing.

         34.4     CONFIDENTIALITY

                           Any arbitration or mediation under this Section 34
                  shall be conducted on a confidential basis and not disclosed,
                  including any documents or results which shall be considered
                  confidential, unless the Parties otherwise agree or such
                  disclosure is required by law.

35.      FORWARD CONTRACTS:

                  The Parties acknowledge and agree that all transactions under
         the Agreement and Confirmation Agreement(s) are forward contracts and
         that the Parties are forward contract merchants, as those terms are
         used in the United States Bankruptcy Code. The Parties acknowledge and
         agree that all of their transactions, together with this Agreement and
         the related Confirmation Agreement(s) form a single, integrated
         agreement, and agreements and transactions are entered into in reliance
         on the fact that the agreements and each transaction form a single
         agreement between the Parties.

36.      TRADE OPTION EXCEPTION

                  The Parties intend that any Physically Settled Option under
         this Agreement shall qualify under the trade option exception, 17
         C.F.R. Section 32.4. Accordingly, each Party buying or selling a
         Physically Settled Option agrees and warrants that any such option

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 57
Rate Schedule FERC No. 6

         shall be offered only to a provider, user, or merchant and that the
         entities entering into the options are doing so solely for purposes
         related to their business.

37.      ADDITIONAL REPRESENTATIONS AND WARRANTIES:

                  Each Party warrants and represents to the other(s) that it
         possesses the necessary corporate, governmental and legal authority,
         right and power to enter into and agree to the applicable Confirmation
         Agreement for a transaction or transactions and to perform each and
         every duty imposed, and that the Parties' agreement to buy and sell
         power under this Agreement and the Confirmation Agreement represents a
         contract. Each Party also warrants and represents to the other(s) that
         each of its representatives executing or agreeing through a
         Confirmation Agreement to a transaction under this Agreement is
         authorized to act on its behalf.

                  Each Party further warrants and represents that entering into
         and performing this Agreement and any applicable Confirmation Agreement
         does not violate or conflict with its Charter, By-laws or comparable
         constituent document, any law applicable to it, any order or judgment
         of any court or other agency of government applicable to it or any
         agreement to which it is a party and that this Agreement and applicable
         Confirmation Agreement(s), constitute a legal, valid and binding
         obligation enforceable against such Party in accordance with the terms
         of such agreements.

                  Each Party also represents that it is solvent and that on each
         delivery this representation shall be deemed renewed unless notice to
         the contrary is given in writing by the Purchaser to the Seller before
         delivery.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 58
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 58

38.      FLOATING PRICES:

         38.1     In the event the Parties intend that the price for a
                  transaction is to be based on an index, exchange or any other
                  kind of variable reference price (such price being a "Floating
                  Price"), the Parties shall specify the "Floating Price" to be
                  used to calculate the amounts in a Confirmation Agreement due
                  Seller for that transaction.

         38.2     Market Disruption. If a Market Disruption Event has occurred
                  and is continuing during the Determination Period, the
                  Floating Price for the affected Trading Day shall be
                  determined as follows. The Parties shall negotiate in good
                  faith to agree on a Floating Price (or a method for
                  determining a Floating Price) for the affected Trading Day. If
                  the Parties have not so agreed on or before the twelfth
                  Business Day following the first Trading Day on which the
                  Market Disruption Event occurred or existed, then the Floating
                  Price shall be determined in good faith by the Parties based
                  upon (1) quotes from Dealers in energy contracts; and/or (2)
                  quotes from Brokers in energy contracts. Each Party may obtain
                  up to a maximum of four quotes which must be provided to the
                  other Party no later than twenty-two Business Days following
                  the first Business Day on which the Market Disruption Event
                  occurred or existed. These quotes shall reflect transacted
                  prices. The Floating Price for the affected Trading Day shall
                  equal a simple average of the quotes obtained and provided by
                  the Parties consistent with the provisions of this Section 38.
                  Each Party providing quote(s) to the other Party also shall

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                Original Sheet No. 58A
Rate Schedule FERC No. 6

                  identify to that other Party the Dealer(s) and/or the
                  Broker(s) who provided each of the quotes to allow
                  verification.

                  "Determination Period" means each calendar month during the
                  term of the relevant transaction; provided that if the term of
                  the transaction is less than one calendar month the
                  Determination Period shall be the term of the transaction.
                  "Market Disruption Event" means, with respect to an index, any
                  of the following events (the existence of which shall be
                  determined in good faith by the Parties): (a) the failure of
                  the index to announce or publish information necessary for
                  determining the Floating Price; (b) the failure of trading to
                  commence or the permanent discontinuation or material
                  suspension of trading in the relevant options contract or
                  commodity on the exchange or market acting as the index; (c)
                  the temporary or permanent discontinuance or unavailability of
                  the index; (d) the temporary or permanent closing of any
                  exchange acting as the index; or (e) a material change in the
                  formula for or the method of determining the Floating Price.

                  "Trading Day" means a day in respect of which the relevant
                  price source published the relevant price or would have
                  published the relevant price but for the Market Disruption
                  Event.

         38.3     Calculation of Floating Price. For the purposes of the
                  calculation of a Floating Price, all numbers shall be rounded
                  to three (3) decimal places. If the fourth (4th) decimal
                  number is five (5) or greater, then the third (3rd) decimal
                  number shall be

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 58B
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 58B

                  increased by one (1), and if the fourth (4th) decimal number
                  is less than five (5), then the third (3rd) decimal number
                  shall remain unchanged.

         38.4     Corrections. For the purposes of determining the relevant
                  prices for any day, if the price published or announced on a
                  given day and used or to be used to determine the relevant
                  price is subsequently corrected and the correction is
                  published or announced by the person responsible for that
                  publication or announcement, either Party may notify the other
                  Party of (i) that correction and (ii) the amount (if any) that
                  is payable as a result of that correction. If a Party gives
                  notice that an amount is so payable, the Party that originally
                  either received or retained such amount will pay such amount
                  consistent with the provisions of this Section 38.4. The
                  amount that is payable as a result of the correction shall be
                  included in the billing cycle in which the notice of the
                  correction is provided.

39.      AMENDMENT:

         39.1     This Agreement may be amended upon the submission to FERC and
                  acceptance by FERC of that amendment. The Parties through the
                  Executive Committee shall direct the filing of any amendments.
                  The Parties to this Agreement agree to bound by this Agreement
                  as it may be amended, provided that the Parties possess the
                  right to challenge any amendments at FERC and to exercise any
                  applicable withdrawal rights under this Agreement.

         39.2     Unless otherwise stated in the amendment, all amendments shall
                  apply only to new transactions entered into or agreed to on or
                  after the effective date of the amendment. Preexisting
                  agreements and transactions shall operate under the

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 58C
Rate Schedule FERC No. 6

                  version of the WSPP Agreement effective at the time of the
                  agreement for the transaction unless the Parties to a
                  transaction or transactions mutually agree otherwise.

         39.3     An agreement modifying this Agreement or a Confirmation
                  Agreement for a transaction needs no consideration to be
                  binding.

40.      EXECUTION BY COUNTERPARTS:

                  This Agreement may be executed in any number of counterparts,
         and upon execution by all Parties, each executed counterpart shall have
         the same force and effect as

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 59
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 59

         an original instrument and as if all Parties had signed the same
         instrument. Any signature page of this Agreement may be detached from
         any counterpart of this Agreement without impairing the legal effect of
         any signatures thereon, and may be attached to another counterpart of
         this Agreement identical in form hereto but having attached to it one
         or more signature pages.

41.      WITNESS:

                  IN WITNESS WHEREOF, the Parties have caused this Agreement to
         be executed by their duly authorized representative as of the 27th day
         of July, 1991 (or as of the date of execution of this Agreement by each
         Party's duly authorized representation, in the case of any Party that
         becomes a signatory to this Agreement subsequent to July 27, 1991).

                       By:________________________________
                       Name:
                       Title:

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 60
Rate Schedule FERC No. 6

                                    EXHIBIT A

                                     NETTING

         Each Party that executes this Exhibit A to the Agreement agrees to net
payments for transactions under WSPP Service Schedule A, B, and C with any other
Party or Parties which also have agreed to net payments by executing a copy of
this Exhibit A. The Party executing this Exhibit A shall indicate below when it
desires that its agreement to net becomes effective. A Party agreeing to net
under this Exhibit A shall comply with the provisions of Section 28.2 of the
Agreement. Defined terms used herein are as defined in the WSPP Agreement.
Netting shall be done in accordance with the following provision:

                  If the Purchaser and Seller are each required to pay an amount
                  on the payment due date in the same month for transactions
                  under the Agreement or Confirmation Agreement, then such
                  amounts with respect to each Party will be aggregated and the
                  Parties will discharge their obligations to pay through
                  netting, in which case the Party owing the greater aggregate
                  amount will pay to the other party the difference between the
                  amounts owed consistent with the payment times in Section 9.2
                  of the Agreement, unless the Parties have otherwise agreed to
                  a different payment time as allowed by the Agreement. Each
                  Party reserves to itself all rights, set-offs, counterclaims
                  and other remedies and/or defenses to which it is or may be
                  entitled, arising from or out of the Agreement. All
                  outstanding payments between the Parties which are to be
                  netted pursuant to this Exhibit A for transactions under WSPP
                  Service Schedule A, B, and C shall be offset against each
                  other or set off or recouped therefrom.

____________________________________           _________________________________
Name of Authorized Representative              Effective Date for Netting

____________________________________
Name of WSPP Member

____________________________________           _________________________________
Signature of Authorized                        Date of Execution
Representative

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 61
Rate Schedule FERC No. 6

[WSPP SAMPLE FORM - PARTIES ARE FREE TO USE THIS OR DISREGARD IT.]

                                    EXHIBIT B

FORM OF COUNTERPARTY GUARANTEE AGREEMENT

         This Guarantee Agreement (this "Guarantee"), dated, as of [__________],
199[__], is made and entered into by [_____________], a [__________] corporation
("Guarantor").

                                   WITNESSETH:

         WHEREAS, [___________________] (the "Company") may enter into
transactions involving power sales under the Western Systems Power Pool ("WSPP
Agreement") and related confirmation agreements(1) (collectively "Agreements")
with [Company Name] ("Guaranteed Party"); and

         WHEREAS, Guarantor will directly or indirectly benefit from the
Agreements.

         NOW THEREFORE, in consideration of the Guaranteed Party agreeing to
conduct business with Company, Guarantor hereby covenants and agrees as follows:

         1.       GUARANTY. Subject to the provisions hereof, Guarantor hereby
irrevocably and unconditionally guarantees the timely payment when due of the
obligations of Company (the "Obligations") to the Guaranteed Party in accordance
with the Agreements. If Company fails to pay any Obligations, Guarantor shall
promptly pay to the Guaranteed Party no later than the next Business Day (as
defined in the WSPP Agreement), after notification, the amount due in the same
currency and manner provided for in the Agreements. This Guarantee shall
constitute a guarantee of payment and not of collection. Guarantor shall have no
right of subrogation with respect to any payments it makes under this Guarantee
until all of the Obligations of Company to the Guaranteed Party are paid in
full. The liability of Guarantor under the Guarantee shall be subject to the
following:

                  (a)      Guarantor's liability hereunder shall be and is
specifically limited to payments expressly required to be made in accordance
with the Agreements (even if such payments are deemed to be damages) and, except
to the extent specifically provided in the Agreements, in no event shall
Guarantor be subject hereunder to consequential, exemplary, equitable, loss of
profits, punitive, tort, or any other even if such fees together with the
payments

-----------------------
(1)

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                Original Sheet No. 62
Rate Schedule FERC No. 6

exceed the cap in Section 1(b), damages, costs, except that Guarantor shall be
required to pay reasonable attorney fees.

                  (b)      The aggregate liability of the Guarantor shall not
exceed [_____] Million U.S. Dollars [___________].

         2.       DEMANDS AND NOTICE. If Company fails or refuses to pay any
Obligations, the Guaranteed Party may make a demand upon Guarantor (hereinafter
referred to as a "Payment Demand"). A Payment Demand shall be in writing and
shall reasonably and briefly specify in what manner and what amount Company has
failed to pay and an explanation of why such payment is due, with a specific
statement that the Guaranteed Party is calling upon Guarantor to pay under this
Guarantee. A Payment Demand satisfying the foregoing requirements shall be
deemed sufficient notice to Guarantor that it must pay the Obligations. A single
written Payment Demand shall be effective as to any specific default during the
continuance of such default, until Company or Guarantor has cured such default,
and additional Payment Demands concerning such default shall not be required
until such default is cured.

         3.       REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants that:

                  (a)      it is a corporation duly organized and validly
existing under the laws of the State of [_____________] and has the corporate
power and authority to execute, deliver and carry out the terms and provisions
of this Guarantee;

                  (b)      no authorization, approval, consent or order of, or
registration or filing with, any court or other governmental body having
jurisdiction over Guarantor is required on the part of Guarantor for the
execution and delivery of this Guarantee; and

                  (c)      this Guarantee constitutes a valid and legally
binding agreement of Guarantor enforceable against Guarantor in accordance with
its terms, except as the enforceability of this Guarantee may be limited by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by general principles of
equity.

         4.       EFFECT OF BANKRUPTCY BY COMPANY. The Guarantor's obligation to
pay under this Guarantee shall not be affected in any way by the institution
with respect to the Company of a bankruptcy, reorganization, moratorium or
similar insolvency proceeding or other relief under any bankruptcy or insolvency
law affecting creditor's rights or a petition for the Company's winding-up or
liquidation.

         5.       AMENDMENT. No term or provision of this Guarantee shall be
amended, modified, altered, waived, or supplemented except in a writing signed
by the Guarantor and Guaranteed Party hereto.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 63
Rate Schedule FERC No. 6

         6.       WAIVERS. Guarantor hereby waives (a) notice of acceptance of
this Guarantee; (b) presentment and demand concerning the liabilities of
Guarantor, except as expressly hereinabove set forth; and (c) any right to
require that any action or proceeding be brought against Company or any other
person, or except as expressly hereinabove set forth, to require that the
Guaranteed Party seek enforcement of any performance against Company or any
other person, prior to any action against Guarantor under the terms hereof.

         Except as to applicable statutes of limitation, no delay of the
Guaranteed Party in the exercise of, or failure to exercise, any rights
hereunder shall operate as a waiver of such rights, a waiver of any other rights
or a release of Guarantor from any obligations hereunder.

         Guarantor consents to the renewal, compromise, extension, acceleration
or other changes in the time of payment of or other changes in the terms of the
Obligations, or any part thereof or any changes or modifications to the terms of
the Agreements.

         Guarantor may terminate this Guarantee by providing written notice of
such termination to the Guaranteed Party and upon the effectiveness of such
termination, Guarantor shall have no further liability hereunder, except as
provided in the last sentence of this paragraph. No such termination shall be
effective until fifteen (15) Business Days after receipt by the Guaranteed Party
of such termination notice. No such termination shall affect Guarantor's
liability with respect to any obligations arising under any transaction entered
into prior to the time the termination is effective, which transaction shall
remain guaranteed pursuant to the terms of this Guarantee.

         7.       ASSIGNMENT. The Guarantor shall not assign this Guarantee
without the express written consent of the Guaranteed Party. The Guaranteed
Party shall be entitled to assign its rights under this Agreement in its sole
discretion.

         8.       NOTICE. Any Payment Demand, to the Guaranteed Party or the
Guarantor notice, request, instruction, correspondence or other document to be
given hereunder by any party to another (herein collectively called "Notice")
shall be in writing and delivered personally or mailed by certified mail,
postage prepaid and return receipt requested, or by telegram or telecopier, as
follows:

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 64
Rate Schedule FERC No. 6

         To [Name of Guaranteed Party]          ____________________________
                              ______________________________
                              ______________________________
                              Attn:  _______________________
                              Fax No.: (___) _______________

         To Guarantor:        ____________________________
                              ____________________________
                              ____________________________
                              Attn:  _____________________
                              Fax No.: (___) _____________

         Notice given by personal delivery or mail shall be effective upon
actual receipt. Notice given by telegram or telecopier shall be effective upon
actual receipt if received during the recipient's normal business hours, or at
the beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All Notices by telegram or
telecopier shall be confirmed promptly after transmission in writing by
certified mail or personal delivery. Any party may change any address to which
Notice is to be given to it by giving notice as provided above of such change of
address.

         8.       MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [State],
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be
binding upon Guarantor, its successors and assigns and inure to the benefit of
and be enforceable by the Guaranteed Party, its successors and assigns. The
Guarantee embodies the entire agreement and understanding between Guarantor and
the Guaranteed Party and supersedes all prior agreements and understandings
relating to the subject matter hereof. The headings in this Guarantee are for
purposes of reference only, and shall not affect the meaning hereof. This
Guarantee may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument.

EXECUTED as of the day and year first above written.

                                            [___________________________]
                                            By: ________________________
                                            Name: _______________________
                                            Title: ______________________

Issued by: Michael E. Small, General Counsel to         Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 65
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 65

                                    EXHIBIT C
                          SAMPLE FORM FOR CONFIRMATION

1.       TRANSACTION SPECIFIC AGREEMENTS

                  The undersigned Parties agree to sell and purchase electric
         energy, or a Physically-Settled Option, pursuant to the WSPP Agreement
         as it is supplemented and modified below:

         (a)      Seller:  __________________________________
         (b)      Purchaser:  __________________________________
         (c)      Period of Delivery: From __\__\__  To  __\__\__
         (d)      Schedule (Days and Hours):  __________________
         (e)      Delivery Rate:________________________________
         (f)      Delivery Point(s):  __________________________
         (g)      Type of Service (Check as Applicable)
                        Service Schedule A _________
                        Service Schedule B _________
                        Service Schedule C _________
                        Physically-Settled Option Service Schedule B ______
                        Physically-Settled Option Service Schedule C ______
                        Other products per Section 32.6 _________________
                        [DESCRIBE PRODUCT]
         (h)      Contract Quantity:  ________ Total MWhrs.
         (i)      Contract or Strike Price:  _____________________
         (j)      Transmission Path for the Transaction (If Applicable):
         (k)      Date of Agreement if different:  _____________
         (l)      Additional Information for Physically-Settled Options
                  (i)   Option Type:     Put __________    Call______________
                  (ii)  Option Style: __________
                  (iii) Exercise Date or Period: __________
                  (iv)  Premium:     __________
                  (v)   Premium Payment Date:  _________
                  (vi)  Method for providing notice of exercise ________________
         (m)      Special Terms and Exceptions:
                  See Attachment A

[Special Terms and Exceptions shall be shown on an Attachment to this
Confirmation.]

_______________________________       __________________________________
Name of Trader for Purchaser          Name of Trader for Seller

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 66
Rate Schedule FERC No. 6

___________________________         ____________________________
Authorized Signature                Authorized Signature
         for Purchaser                       for Seller

Date                                Date

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 67
Rate Schedule FERC No. 6

                                    EXHIBIT D

                    WSPP MEDIATION AND ARBITRATION PROCEDURES

I.       MEDIATION

         A.       INFORMAL MEDIATION. WSPP members with a dispute or a potential
                  dispute involving transactions under the WSPP Agreement may
                  request non-binding, informal mediation by contacting the
                  WSPP's General Counsel and by providing a brief explanation in
                  writing of the dispute and the remedy being sought. All
                  parties to the dispute must request this Informal Mediation
                  for it to become effective. After this contact, a telephonic
                  conference call will be arranged among the affected WSPP
                  members and the WSPP's General Counsel, the Chairman of the
                  Operating Committee, and/or some other independent and
                  knowledgeable person requested by the Chairman of the
                  Operating Committee to participate. The purpose of the
                  conference call will be to discuss the issues and to have an
                  independent person or persons state their views. Best efforts
                  will be made to set up this conference call within five
                  Business Days after the WSPP's General Counsel is contacted
                  subject to accommodating the schedules of all involved. This
                  Informal Mediation shall be considered as satisfying the
                  Mediation requirements of Section 34.1 of the WSPP Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 68
Rate Schedule FERC No. 6

         B.       INITIATING FORMAL MEDIATION. A WSPP member which believes that
                  it possesses a claim against another WSPP member relating to a
                  WSPP transaction, which is unable to resolve the dispute
                  through agreement with the other member to the transaction,
                  and which desires to pursue that claim shall initiate
                  non-binding formal mediation pursuant to Section 34.1 of the
                  WSPP Agreement. The member initiating such mediation shall do
                  so by Serving written notice to the Chairman of the WSPP
                  Operating Committee, the WSPP's General Counsel, and the other
                  members against which the claim is directed. Such notice shall
                  state the nature of the dispute, the remedy sought, and
                  support the claim.

         C.       RESPONSE TO DOCUMENT INITIATING FORMAL MEDIATION. Within eight
                  days, the member or members against which the claim is
                  directed may provide a response to the notice which shall be
                  Served on the member which initiated the Mediation, the
                  Chairman of the WSPP's Operating Committee, and the WSPP's
                  General Counsel.

         D.       CHOOSING THE MEDIATOR. The Mediator shall be chosen in
                  accordance with the procedures set forth in Section 34.1 of
                  the WSPP Agreement. Each Party may suggest persons to be
                  included on the list of Mediators to be presented to the
                  Parties provided that these suggested persons shall be
                  provided to the WSPP Representative together with relevant
                  personal histories within two Business Days

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 69
Rate Schedule FERC No. 6

                  of the date by which time the list of Mediators is to be sent
                  out. The WSPP Representative shall allow at least one person
                  suggested by each Party to be added to the list of Mediators.
                  A brief personal history of each person on the list of
                  potential mediators shall be provided to the Parties, with
                  that history showing the person's employment over the last
                  five years and any other relevant facts. The WSPP
                  Representative shall provide the Parties with the list of
                  Mediators within five days of receipt of notice of the
                  dispute. The Parties then shall have five days in which to
                  reach agreement on a Mediator or inform the WSPP
                  Representative that they were unable to reach agreement in
                  which event the WSPP Representative shall appoint the Mediator
                  consistent with Section 34.1 of the WSPP Agreement. Upon
                  request of the Parties for expedition, the WSPP Representative
                  shall use best efforts to expedite this process.

         E.       LOCATION FOR THE FORMAL MEDIATION. The Parties shall agree on
                  a location for the Mediation. If the Parties fail to reach
                  agreement, then the WSPP Representative shall set the location
                  which shall be convenient for the Parties and the Mediator.

         F.       TIME FOR THE FORMAL MEDIATION. The Parties shall agree on the
                  time for the Mediation after consultation with the Mediator if
                  one has been appointed. If the Parties fail to reach
                  agreement, then the WSPP Representative shall set the time

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 70
Rate Schedule FERC No. 6

                  which shall not be more than twenty-one days after the notice
                  initiating the Mediation is received after consultation with
                  the Parties and any Mediator.

         G.       CONDUCT OF THE FORMAL MEDIATION. The Mediator shall have the
                  ability to conduct the Mediation in any manner which the
                  Mediator believes is appropriate to facilitate resolution of
                  the dispute. Each Party shall have at least one representative
                  with the authority to settle the dispute present at the
                  Mediation. The Mediation shall be private and confidential and
                  the Mediator shall have the authority to exclude any person
                  not directly involved unless the Parties agree otherwise in
                  writing. At the Mediation, each Party shall have the right to
                  make a brief presentation of its case and to question the
                  other Party. Each Party also may be represented by counsel.

         H.       REPLACEMENT OF THE MEDIATOR. If the Mediator resigns,
                  withdraws or is no longer able to serve, then the Parties
                  shall have two Business Days in which to agree on a new
                  Mediator. If the Parties are unable to agree within such time,
                  the WSPP Representative shall appoint a replacement Mediator
                  from the list used to select the first Mediator within two
                  Business Days after being notified that the Parties are unable
                  to agree. The dates and deadlines in this section may require
                  modification if the mediator is replaced. Any extensions shall
                  be as limited as possible.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 71
Rate Schedule FERC No. 6

II.      ARBITRATION

         A.       INITIATING ARBITRATION. A WSPP member which initiates
                  Arbitration pursuant to Section 34.2 of the WSPP Agreement
                  shall do so by Serving the Chairman of the WSPP Operating
                  Committee, the WSPP General Counsel and the members against
                  which the claim is directed with written notice of its demand
                  for arbitration. Such notice shall state the nature of the
                  dispute, the remedy sought, and support the claim.

         B.       RESPONSE. Within ten days of receipt of the notice, any member
                  or members against which the claim is directed may provide a
                  response to the notice. Such response must include any
                  counterclaims which the member believes are appropriate. If a
                  counterclaim is submitted, then the member which submitted the
                  notice may respond to the counterclaim within ten days of
                  receipt. All such responses shall be Served on the Parties,
                  the Chairman of the WSPP Operating Committee, and the WSPP
                  General Counsel.

         C.       CHOOSING THE ARBITRATOR. The Arbitrator shall be chosen in
                  accordance with the procedures set forth in Section 34.2 of
                  the WSPP Agreement. Each Party may suggest persons to be
                  included on the list of Arbitrators to be presented to the
                  Parties provided that these suggested persons are provided to
                  the WSPP Representative together with relevant personal
                  histories within two business days

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 72
Rate Schedule FERC No. 6

                  of the date by which time the list of Arbitrators is to be
                  sent out. The WSPP Representative shall allow at least one
                  person suggested by each Party to be added to the list of
                  potential Arbitrators. A brief personal history of each person
                  on the list of potential Arbitrators shall be provided to the
                  Parties, with that history showing the person's employment
                  over the last five years and any other relevant facts. The
                  WSPP Representative shall provide the Parties with the list of
                  Arbitrators within seven days of receipt of notice of the
                  request for Arbitration. The Parties then shall have ten days
                  in which to reach agreement on the Arbitrator or to inform the
                  WSPP Representative that they were unable to reach agreement
                  in which event the WSPP Representative shall appoint the
                  Arbitrator consistent with Section 34.2 of the Agreement. Upon
                  request of the Parties for expedition, the WSPP Representative
                  shall use best efforts to cause this process to be expedited.

         D.       LOCATION FOR THE ARBITRATION. The Parties shall agree on a
                  location for the Arbitration. If the Parties fail to reach
                  agreement, then the WSPP Representative shall set the location
                  which shall be convenient for the Parties and the Arbitrator.

         E.       TIME FOR THE ARBITRATION. The Parties shall agree on the time
                  for the Arbitration and coordinate that time with the
                  Arbitrator if one has been agreed to or appointed. If the
                  Parties fail to reach agreement, then the WSPP Representative

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 73
Rate Schedule FERC No. 6

                  shall set the time which shall not be more than 60 days after
                  the notice is received. The WSPP Representative shall set a
                  time after consultation with the Parties and the Arbitrator to
                  check their schedules.

         F.       DISCOVERY. After appointment of the Arbitrator, each Party
                  shall be entitled to obtain relevant documents from the other
                  Parties and to take depositions. Each Party shall respond to
                  such a document request within seven days of receipt of the
                  request and make its employees or consultants available for
                  depositions to the extent that the employee or consultant
                  possesses knowledge and information relevant to the dispute.
                  Each Party shall disclose documents that are confidential or
                  commercially sensitive subject to a reasonable protective
                  order. Any disputes concerning discovery shall be promptly
                  referred to the Arbitrator who shall have authority to resolve
                  such disputes, including the authority to require attendance
                  of witnesses at depositions. The Federal Rules of Civil
                  Procedure shall apply to discovery under these procedures.

         G.       CONDUCT OF ARBITRATION IF THE PARTIES AGREE TO WAIVE AN ORAL
                  HEARING. If the Parties agree to waive an oral hearing, then
                  the Parties shall Serve Initial Briefs no later than 35 days
                  after the notice is received or notify the Arbitrator that
                  they do not wish to submit any additional documents. Parties
                  shall Serve any Reply Briefs no later than ten days after the
                  date for Service of Initial Briefs.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 74
Rate Schedule FERC No. 6

         H.       CONDUCT OF THE ARBITRATION HEARING. No later than fifteen days
                  before any hearing, any Party may Serve an Initial Brief or
                  notify the Arbitrator that they do not wish to submit any
                  additional documents. A Party shall Serve any Reply Brief no
                  later than five Business Days before any hearing. The
                  Arbitrator shall preside over any hearing and rule on all
                  objections including objections as to the admissibility of
                  evidence or whether the questioning is proper. All testimony
                  shall be submitted under oath. The Arbitrator is not bound to
                  follow any particular rules governing the conduct of the
                  proceeding. The Arbitrator may rely on legal advice provided
                  through the WSPP. The Arbitrator may require any person
                  employed by a Party to attend and testify at the hearing. Each
                  Party shall possess the right to present evidence, including
                  witnesses, and to cross-examine other Parties' witnesses. The
                  Arbitration shall be private and the Arbitrator shall have the
                  authority to exclude any person not directly involved unless
                  the Parties otherwise agree. Each Party may be represented by
                  counsel. A stenographic record of the Arbitration shall be
                  kept.

         I.       DECISION. Within ten Business Days after the end of the
                  Arbitration hearing, the Arbitrator shall issue his award in
                  writing. If the Parties waived the right to an oral hearing,
                  then the Arbitrator shall issue the award within ten Business
                  Days of the last date Briefs were to be submitted. The
                  Arbitrator is not limited in the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 75
Rate Schedule FERC No. 6

                  remedies he may order so long as any arbitration award is
                  consistent with the provisions and limitations of the WSPP
                  Agreement and any applicable Confirmation Agreement with
                  respect to the liability and damages of any Party; provided,
                  however, upon agreement of the Parties to the dispute, the
                  Arbitrator's choice of remedies may be limited.

         J.       REPLACEMENT OF THE ARBITRATOR. If the Arbitrator resigns,
                  withdraws, or is no longer able to serve then the Parties
                  shall have two Business Days in which to agree on a new
                  Arbitrator. If the Parties are unable to agree within such
                  time, the WSPP Representative shall appoint a replacement
                  Arbitrator from the list used to select the first Arbitrator
                  within two Business Days after being notified that the Parties
                  are unable to agree. The dates and deadlines in this section
                  may require modification if the mediator is replaced. Any
                  extensions shall be as limited as possible.

III.     MISCELLANEOUS

         A.       CONFIDENTIALITY. Any Arbitration or Mediation shall be
                  confidential as provided in Section 34.4 of the WSPP
                  Agreement.

         B.       COSTS. Costs shall be borne by Parties as provided in Section
                  34.3 of the WSPP Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 76
Rate Schedule FERC No. 6

         C.       RESTRICTIONS ON LAWSUITS. Each Party shall be subject to the
                  restrictions provided in Section 34.2 of the WSPP Agreement.

         D.       ATTORNEY-CLIENT/ATTORNEY WORKPRODUCT. The Arbitrator or
                  Mediator shall not take any action which would result in
                  disclosure of information in violation of the attorney-client
                  privilege or attorney workproduct doctrine.

IV.      DEFINITIONS

         A.       ARBITRATOR OR ARBITRATION. The Arbitrator appointed pursuant
                  to these procedures and Section 34.2 of the WSPP Agreement and
                  the Arbitration pursuant to these procedures and the WSPP
                  Agreement.

         B.       INITIAL OR REPLY BRIEFS. Written documents submitted by the
                  Parties to support their positions and respond to each others
                  positions. Such documents shall be limited to 25 pages.

         C.       BUSINESS DAYS. Defined as in the WSPP Agreement.

         D.       MEDIATOR OR MEDIATION. The Mediator appointed pursuant to
                  these procedures and Section 34.1 of the WSPP Agreement and
                  the Mediation pursuant to these procedures and the WSPP
                  Agreement.

         E.       PARTIES. The WSPP members involved in the Mediation or
                  Arbitration which have a direct interest in the dispute.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 77
Rate Schedule FERC No. 6

         F.       SERVICE, SERVING, OR SERVED. The method of service shall be by
                  fax, unless impracticable because of the size of the document.
                  In all events, the document should be delivered to the Party
                  by overnight mail. Parties also should attempt to send the
                  document out by email if possible. Service will be
                  accomplished to a Party if sent to the Party's contact person
                  for the disputed transaction. If there are multiple contact
                  persons for one Party, service to one such person shall
                  suffice. Service shall be to those individuals or entities
                  specified in this procedures, but must include service to the
                  Parties, the Mediator or Arbitrator (if either has been
                  appointed), and to the WSPP General Counsel.

         G.       WSPP REPRESENTATIVE. The Chairman of the WSPP Operating
                  Committee or his or her designee for the purposes of the
                  Arbitration or Mediation.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 78
Rate Schedule FERC No. 6

                               SERVICE SCHEDULE A

                             ECONOMY ENERGY SERVICE

A-1      PARTIES:

         This Service Schedule is agreed upon as a part of this Agreement by the
         Parties.

A-2      PURPOSE:

         The purpose of this Service Schedule is to define additional specific
         procedures, terms and conditions for requesting and providing Economy
         Energy Service.

A-3      TERMS:

         A-3.1    A Party may schedule Economy Energy Service from another Party
                  by mutual agreement; provided, however, that each Party shall
                  be the sole judge as to the extent to and the conditions under
                  which it is willing to provide or receive such service
                  hereunder consistent with statutory requirements and
                  contractual commitments including the Agreement and any
                  applicable Confirmation Agreement.

         A-3.2    Scheduling of Economy Energy Service hereunder shall be a
                  responsibility of the Parties involved.

         A-3.3    Each Seller/Purchaser may prepare a daily estimate of the
                  amount of Economy Energy Service that it is willing and able
                  to sell/buy each hour and the associated hourly sale/purchase
                  price for the next Business Day, plus the weekend and

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 79
Rate Schedule FERC No. 6

                  holidays, and communicate this information to all other
                  Parties via the Hub.

         A-3.4    Purchasers shall arrange purchases directly with Sellers, and
                  shall be responsible for transmission arrangements.

         A-3.5    Unless otherwise mutually agreed between the Purchaser and the
                  Seller, all Economy Energy Service transactions shall be
                  pre-scheduled, and billings shall be based on amounts and
                  prices agreed to in advance by schedulers, subject to
                  Paragraphs A-3.6 and 3.7 and subject to change by mutual
                  agreement between dispatchers or schedulers due to system
                  changes.

         A-3.6    The price for Economy Energy Service shall be mutually agreed
                  to in advance between Seller and Purchaser and shall not be
                  subject to the rate caps specified in Section A-3.7 in either
                  of the following two circumstances:

                  (1)      where the Seller is a FERC regulated public utility
                           and that Seller has been authorized to sell power
                           like that provided for under this Service Schedule at
                           market-based rates; or

                  (2)      where the Seller is not a FERC regulated public
                           utility.

                  A Party is a FERC regulated public utility if it is a "public
                  utility" as defined in Section 201(e) of the Federal Power
                  Act, 16 U.S.C. Section 824(e).

         A-3.7    Except as provided for in Section A-3.6, the price shall not
                  exceed the Seller's forecasted Incremental Cost plus up to:
                  $7.32/kW/ month; $1.68/kW/week;

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 80
Rate Schedule FERC No. 6

                  33.78(cent)/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for
                  service of sixteen (16) hours or less per day. The hourly rate
                  is capped at the Seller's forecasted Incremental Cost plus
                  33.78(cent)/kW/ day. The total demand charge revenues in any
                  consecutive seven-day period shall not exceed the product of
                  the weekly rate and the highest demand experienced on any day
                  in the seven-day period. In lieu of payment, such Parties may
                  mutually agree to exchange economy energy at a ratio not to
                  exceed that ratio provided for in Section C-3.7 of Service
                  Schedule C. The Seller's forecasted Incremental Cost discussed
                  above also may include any transmission and/or ancillary
                  service costs associated with the sale, including the cost of
                  any transmission and/or ancillary services that the Seller
                  must take on its own system. Any such transmission and/or
                  ancillary services charges shall be separately identified by
                  the Seller to the Purchaser for transactions under this
                  Schedule including the exchange of economy energy. The
                  transmission and ancillary service rate ceilings shall be
                  available through the WSPP's Hub or homepage. Any such
                  transmission services (and ancillary service provided in
                  conjunction with such transmission service) by Seller shall be
                  provided pursuant to any applicable transmission tariff or
                  agreement, and the rates therefore shall be consistent with
                  such tariff or agreement.

         A-3.8    Unless otherwise agreed, the Purchaser shall be responsible
                  for maintaining

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 81
Rate Schedule FERC No. 6

                  operating reserve requirements as back-up for Economy Energy
                  Service purchased and the Seller shall not be required to
                  maintain such operating reserve.

         A-3.9    Each Party that is a FERC regulated public utility as defined
                  in A-3.6 shall file the Confirmation Agreement with FERC for
                  each transaction under this Service Schedule with a term in
                  excess of one year no later than 30 days after service begins
                  if that Party would have been required to file such
                  Confirmation Agreements or similar agreements with FERC under
                  an applicable FERC accepted market based rate schedule.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 82
Rate Schedule FERC No. 6

                               SERVICE SCHEDULE B

                             UNIT COMMITMENT SERVICE

B-1      PARTIES:

         This Service Schedule is agreed upon as part of this Agreement by the
         Parties.

B-2      PURPOSE:

         The purpose of this Service Schedule is to define additional specific
         procedures, terms, and conditions for requesting and providing Unit
         Commitment Service.

B-3      TERMS:

         B-3.1    A Party may schedule Unit Commitment Service from another
                  Party by mutual agreement; provided, however, that each Party
                  shall be the sole judge as to the extent to and the conditions
                  under which it is willing to provide or receive such service
                  hereunder consistent with statutory requirements and
                  contractual commitments including the Agreement and any
                  applicable Confirmation Agreement. Once an agreement is
                  reached, then the obligation for Unit Commitment Service
                  becomes a firm commitment, for both Parties, for the agreed
                  capacity and terms.

         B-3.2    Unless otherwise mutually agreed by the Parties involved in a
                  Unit Commitment Service transaction, the terms set forth in
                  this Service Schedule B shall govern such transaction.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 83
Rate Schedule FERC No. 6

         B-3.3    Unless otherwise agreed between the Purchaser and the Seller,
                  all transactions shall be prescheduled, subject to any
                  conditions agreed to by schedulers, for a specified unit for a
                  specified period of time.

         B-3.4    Purchasers shall arrange purchases directly with Sellers.

         B-3.5    The price for Unit Commitment Service shall be mutually agreed
                  to in advance between Seller and Purchaser and shall not be
                  subject to the rate caps specified in Section B-3.6 in either
                  of the following two circumstances:

                  (1)      where the Seller is a FERC regulated public utility
                           and that Seller has been authorized to sell power
                           like that provided for under this Service Schedule at
                           market-based rates; or

                  (2)      where the Seller is not a FERC regulated public
                           utility.

                           A Party is a FERC regulated public utility if it is a
                  "public utility" as defined in Section 201(e) of the Federal
                  Power Act, 16 U.S.C. Section 824(e).

         B-3.6    Except as provided for in Section B-3.5, the price shall not
                  exceed the Seller's forecasted Incremental Cost plus up to:
                  $7.32/kW/month; $1.68/kW/week; 33.78(cent)/kW/day; 14.07
                  mills/kWh; or 21.11 mills/kWh for service of sixteen (16)
                  hours or less per day. The hourly rate is capped at the
                  Seller's forecasted Incremental Cost plus 33.78(cent)/kW/day.
                  The total demand charge revenues in any consecutive seven-day
                  period shall not exceed the product of the weekly rate and the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 84
Rate Schedule FERC No. 6

                  highest demand experienced on any day in the seven-day period.
                  The Seller's forecasted Incremental Cost discussed above also
                  may include any transmission and/or ancillary service costs
                  associated with the sale, including the cost of any
                  transmission and/or ancillary services that the Seller must
                  take on its own system. Any such transmission and/or ancillary
                  service charges shall be separately identified by the Seller
                  to the Purchaser. The transmission and ancillary service rate
                  ceilings shall be available through the WSPP's Hub or
                  homepage.

         B-3.7    Start-up costs and no-load costs if included by the Seller
                  shall be stated separately in the price.

         B-3.8    Energy schedules for the Purchaser's share of a unit may be
                  modified by the Purchaser with not less than a thirty (30)
                  minute notice before the hour in which the change is to take
                  place, unless otherwise mutually agreed or unforeseen system
                  operating conditions occur.

         B-3.9    Unit Commitment Service is intended to have assured
                  availability; however, scheduled energy deliveries may be
                  interrupted or curtailed as follows:

                  (a)      By the Seller by giving proper recall notice to the
                           Purchaser if the Seller and the Purchaser have
                           mutually agreed to recall provisions,

                  (b)      By the Seller when all or a portion of the output of
                           the unit is unavailable, by an amount in proportion
                           to the amount of the reduction in the output of the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 85
Rate Schedule FERC No. 6

                           unit, unless otherwise agreed by the schedulers,

                  (c)      By the Seller to prevent system separation during an
                           emergency, provided the Seller has exercised all
                           prudent operating alternatives prior to the
                           interruption or curtailment,

                  (d)      Where applicable, by the Seller to meet its public
                           utility or statutory obligations to its customers, or

                  (e)      By either the Seller or the Purchaser due to the
                           unavailability of transmission capacity necessary for
                           the delivery of scheduled energy.

         B-3.10   Each Party that is a FERC regulated public utility as defined
                  above in B-3.5 shall file the Confirmation Agreement with FERC
                  for each transaction under this Service Schedule with a term
                  in excess of one year no later than 30 days after service
                  begins if that Party would have been required to file such
                  Confirmation Agreements or similar agreements with FERC under
                  an applicable FERC accepted market based rate schedule.

B-4      BILLING AND PAYMENT PROVISIONS:

         B-4.1    Except as provided in Sections B-4.2 and B-5, billing for Unit
                  Commitment Service shall be computed based upon the agreed
                  upon prices.

         B-4.2    In the event the Seller requests recall of Unit Commitment
                  Service in a shorter time frame than was mutually agreed
                  pursuant to Section B-3.9(a) and the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 86
Rate Schedule FERC No. 6

                  Purchaser agrees to allow such recall, the Purchaser shall be
                  relieved of any obligation to pay start-up costs.

B-5      TERMINATION PROVISION:

                  In the event Unit Commitment Service is curtailed or
                  interrupted except as provided in Section B-3.9(a), the
                  Purchaser shall have the option to cancel the Unit Commitment
                  Service at any time by paying the Seller for (i) all energy
                  deliveries scheduled up to the notice of termination and (ii)
                  all separately stated start-up and no-load costs.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 87
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 87

                               SERVICE SCHEDULE C

                  FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE

C-1      PARTIES:

         This Service Schedule is agreed upon as a part of this Agreement by the
         Parties.

C-2      PURPOSE:

         The purpose of this Service Schedule is to define additional specific
         procedures, terms, and conditions for requesting and providing Firm
         Capacity/Energy Sale or Exchange Service.

C-3      TERMS:

         C-3.1    A Party may schedule Firm Capacity/Energy Sale or Exchange
                  Service from another Party by mutual agreement; provided,
                  however, that each Party shall be the sole judge as to the
                  extent to and the conditions under which it is willing to
                  provide or receive such service hereunder consistent with
                  statutory requirements and contractual commitments including
                  the Agreement and any applicable Confirmation Agreement. Once
                  an agreement is reached, then the obligation for Firm
                  Capacity/Energy Sale or Exchange Service becomes a firm
                  commitment, for both Parties, for the agreed service and
                  terms.

         C-3.2    Unless otherwise agreed between the Purchaser and the Seller,
                  all transactions shall be prescheduled, subject to any
                  conditions agreed to by schedulers.

         C-3.3    Firm capacity transactions shall include buying, selling, or
                  exchanging capacity between Parties with or without associated
                  energy. Firm capacity is deemed a capacity sale from the
                  Seller's resources and backed by the Seller's

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 88
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 88

                  capacity reserves.

         C-3.4    Firm energy transactions shall include buying, selling, or
                  exchanging firm energy between Parties. Subject to mutual
                  agreement, firm energy is deemed a quantity of energy the
                  Seller has agreed to sell and deliver and the Purchaser has
                  agreed to buy within a specified time period.

         C-3.5    Purchaser shall arrange purchases directly with Sellers.

         C-3.6    The price for Firm Capacity/Energy Sale or Exchange Service
                  shall be mutually agreed to in advance between Seller and
                  Purchaser and shall not be subject to the rate caps specified
                  in Section C-3.7 in either of the following two circumstances:

                  (1)      where the Seller is a FERC regulated public utility
                           and that Seller has been authorized to sell power
                           like that provided for under this Service Schedule at
                           market-based rates; or

                  (2)      where the Seller is not a FERC regulated public
                           utility.

                  A Party is a FERC regulated public utility if it is a "public
                  utility" as defined in Section 201(e) of the Federal Power
                  Act, 16 U.S.C. Section 824(e).

         C-3.7    Except as provided for in Section C-3.6, the price shall not
                  exceed the Seller's forecasted Incremental Cost plus up to:
                  $7.32/kW/month; $1.68/kW/week; 33.78(cent)/kW/day; 14.07
                  mills/kWh; or 21.11 mills/kWh for service of sixteen (16)
                  hours or less per day. The hourly rate is capped at the
                  Seller's forecasted Incremental Cost plus 33.78(cent)/kW/day.
                  The total demand charge revenues in any consecutive seven-day
                  period shall not exceed the product of the weekly rate and the

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 89
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 89

                  highest demand experienced on any day in the seven-day period.
                  Exchange ratios among such Parties shall be as mutually agreed
                  between the Purchaser and the Seller, but shall not exceed the
                  ratio of 1.5 to 1.0. The Seller's forecasted Incremental Cost
                  discussed above also may include any transmission and/or
                  ancillary service costs associated with the sale, including
                  the cost of any transmission and/or ancillary services that
                  the Seller must take on its own system. Any such transmission
                  and/or ancillary service charges shall be separately
                  identified by the Seller to the Purchaser for transactions
                  under this Schedule including exchanges. The transmission and
                  ancillary service rate ceiling shall be available through the
                  WSPP's Hub or homepage. Any such transmission service (and
                  ancillary services provided in conjunction with such
                  transmission service) by Seller shall be provided pursuant to
                  any applicable transmission tariff or agreement, and the rates
                  therefore shall be consistent with such tariff or agreement.

         C-3.8    Firm Capacity/Energy Sale or Exchange Service shall be
                  interruptible only if the interruption is: (a) within the
                  recall time or allowed by other applicable provisions
                  governing interruptions of service under this Service Schedule
                  mutually agreed to by the Seller and the Purchaser, (b) due to
                  an Uncontrollable Force as provided in Section 10 of this
                  Agreement; or (c) where applicable, to meet Seller's public
                  utility or statutory obligations to its customers. If service
                  under this Service Schedule is interrupted under Section
                  C-3.8(a) or (b), neither Seller nor Purchaser shall be
                  obligated to pay any damages under this Agreement or
                  Confirmation Agreement. If service under this Service Schedule
                  is interrupted for any reason

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                Original Sheet No. 89A
Rate Schedule FERC No. 6

                  other than pursuant to Section C-3.8(a) or (b), the
                  Non-Performing Party shall be responsible for payment of
                  damages as provided in Section 21.3 of this Agreement or in
                  any Confirmation.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 90
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 90

         C-3.9    Each Party that is a FERC regulated public utility as defined
                  in Section C-3.6 shall file the Confirmation Agreement with
                  FERC for each transaction under this Service Schedule with a
                  term in excess of one year no later than 30 days after service
                  begins if that Party would have been required to file such
                  Confirmation Agreements or similar agreements with FERC under
                  an applicable FERC accepted market based rate schedule.

         C-3.10   Seller shall be responsible for ensuring that Service Schedule
                  C transactions are scheduled as firm power consistent with the
                  most recent rules adopted by the applicable NERC regional
                  reliability council.

Wspp/WSPP Agreement Effective 2-1-03 edits redlined version

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 91
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 91

                                 LIST OF MEMBERS

<TABLE>
<S>                                                          <C>
ACN Power, Inc.                                              City of Sikeston, Board of Municipal
AES NewEnergy, Inc.                                             Utilities
Allegheny Energy Supply Co., LLC                             City Utilities of Springfield, Missouri
Amerada Hess Corporation                                     City Water & Light (Jonesboro, AR)
Ameren Energy Generating Company                             Clatskanie PUD
American Electric Power Service                              Cleco Marketing & Trading LLC
  Corporation as agent for Ohio Power                        Cleco Power LLC
  Company, Public Service Company of                         CMS Marketing, Services and Trading
  Oklahoma and Southwestern Electric                            Company
  Power Company                                              CNG Power Services Corp.
APS Energy Services Company, Inc.                            Colorado River Commission of Nevada
Aquila Energy Marketing Corporation                          Colorado Springs Utilities
Arizona Electric Power Co.                                   Colton, City of
Arizona Public Service Co.                                   Columbia Energy Power Marketing
Arkansas Electric Coop. Corp.                                Columbia Power Corporation
Associated Electric Cooperative, Inc.                        Cominco, Ltd.
Astra Oil Company, Inc.                                      Commonwealth Energy Corporation
Avista Corporation                                           ConAgra Energy Services, Inc.
Avista Energy, Inc.                                          Conectiv Energy Supply, Inc.
Basin Electric Power Cooperative                             Conoco Gas & Power Marketing - a
Benton Public Utility District No. 1 of                        division of Conoco Inc.
  Benton County                                              Constellation Power Source
Blackhills Power & Light Company                             Cook Inlet Energy Supply
Bonneville Power Adm.                                        Coral Power, L.L.C.
BP Energy Company                                            Deseret G&T
Burbank, City of                                             DTE Energy Trading, Inc.
Calif. Dept. of Water Resources                              Duke Energy Trading & Marketing, LLC
Calpine Energy Services, L.P.                                Duke Power
Candela Energy Corporation                                   Duke Solutions, Inc.
Cargill-Alliant, LLC                                         Duke/Louis Dreyfuss, LLC
Carolina Power & Light Company                               Dynegy Power Marketing, Inc.
Cheyenne Light, Fuel and Power Co.                           Dynegy Power Services, Inc.
Cinergy Capital & Trading, Inc.                              E prime
Cinergy Operating Companies                                  Edison Mission Marketing & Trading, Inc.
City of Anaheim, Public Utilities Dept.                      Edison Source
City of Azusa                                                Edmonton Power Authority, Alberta
City of Banning                                              El Paso Electric
City of Glendale Water & Power Dept.                         El Paso Merchant Energy, L.P.
City of Independence                                         Empire District Electric Co.
City of Klamath Falls                                        Energy Transfer Group, LLC
City of Palo Alto                                            EnerZ Corporation
City of Riverside, California
City of Santa Clara Electric Department
</TABLE>

Issued by: Michael E. Small, General Counsel to        Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 92
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 92

<TABLE>
<S>                                            <C>
Engage Energy America LLC                      Louisville Gas & Electric Company
Engelhard Power Marketing, Inc.                Maclaren Energy Inc.
ENMAX Energy Corporation                       Mason County PUD No. 3
ENMAX Energy Marketing Inc.                    McMinnville Water & Light
Enron Power Marketing, Inc.                    Merchant Energy Group of the Americas,
Enserco Energy Inc.                              Inc.
Entergy Arkansas, Inc.                         Merrill Lynch Capital Services, Inc.
Entergy Gulf States, Inc.                      Metropolitan Water District
Entergy Louisiana, Inc.                        MidAmerican Energy Company
Entergy Mississippi, Inc.                      MidCon Power Services Corp.
Entergy New Orleans, Inc.                      MIECO, Inc.
Entergy Power, Inc.                            Minnesota Power, Inc.
Entergy Services, Inc. as agent for th         Mirant Americas Energy Marketing, LP
  Entergy Operating Companies                  Missouri Joint Municipal Electric Utility
Entergy-Koch Trading, LP                         Comm.
Equitable Power Services Co.                   Modesto Irrigation District
Eugene Water & Electric Board                  Morgan Stanley Capital Group, Inc.
Exelon Generation Company, LLC                 M-S-R Public Power Agency
Farmington, City of                            Municipal Energy Agency of Mississippi
Federal Energy Sales, Inc.                     Municipal Energy Agency of Nebraska
FPL Energy Power Marketing Inc.                Nebraska Public Power District
Golden Spread Electric Cooperative             Nevada Power Co.
Grand River Dam Authority                      New West Energy
Hafslund Energy Trading, LLC                   NorthPoint Energy Solutions Inc.
Hetch-Hetchy Water & Power                     Northern California Power Agency
Hinson Power Co., LLC                          Northern States Power Company
Howard Energy Co., Inc.                        NP Energy Inc.
IDACORP Energy L.P.                            NRG Power Marketing Inc.
Idaho Power Company                            OGE Energy Resources, Inc.
IGI Resources, Inc.                            Oklahoma Gas & Electric
Illinova Energy Partners, Inc.                 Oklahoma Municipal Power Authority
Imperial Irrigation District                   Omaha Public Power District
Industrial Energy Applications, Inc.           ONEOK Power Marketing Company
InterCoast Power Marketing                     Otter Tail Power Company
J. Aron & Company                              Pacific Gas & Electric Co.
KAMO Electric Cooperative, Inc.                Pacific Northwest Generating Coop.
Kansas City Board of Public Utilities          PacifiCorp
Kansas City Power & Light                      PacifiCorp Power Marketing, Inc.
KN Energy Marketing                            PanCanadian Energy Services
Lafayette Utilities System                     Pasadena, City of
LG&E Energy Marketing Inc.                     PG&E Energy Services
Lincoln Electric System                        PG&E Energy Trading - Power, L.P.
Los Alamos County                              PG&E Power Services Company
Los Angeles Dept. of Water & Power
Louisiana Generating LLC
</TABLE>

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                            Sixth Revised Sheet No. 93
Rate Schedule FERC No. 6                          Superseding Fifth Sheet No. 93

<TABLE>
<S>                                                   <C>
Phibro Inc.                                           Tenaska Power Services Co.
Pinnacle West Capital Corporation                     Tennessee Valley Authority
Plains Elec. Gen. & Trans. Coop. Inc.                 Texaco Energy Services
Platte River Power Authority                          Texas-New Mexico Power Company
Portland General Electric Co.                         The Detroit Edison Co.
Power Exchange Corporation                            The Energy Authority
Powerex                                               The Montana Power Company
PPL Electric Utilities Corporation                    The Power Company of America, LP
PPL EnergyPlus, LLC                                   Tractebel Energy Marketing, Inc.
PPL Montana, LLC                                      TransAlta Energy Marketing (US) Inc.
Public Service Co. of NM                              TransCanada Power, div. of TransCanada
Public Service Co. of Colorado                          Energy Ltd.
Public Util. Dist. No. 1 of Douglas Cty.              Tri-State Generation and Transmission
Public Util. Dist. No. 1 of Franklin Cty                Assoc.
PUD No. 1 of Chelan County                            Tucson Electric Power
PUD No. 1 of Grays Harbor County                      Turlock Irrigation District
PUD No. 1 of Snohomish County                         TXU Energy Trading Company
PUD No. 2 of Grant County                             Union Electric Company
Puget Sound Energy                                    Utah Associated Municipal Power Systems
QST Energy Trading Inc.                               UtiliCorp United
Questar Energy Trading                                Vastar Power Marketing, Inc.
Rainbow Energy Marketing Corporation                  Vernon, City of
Redding, City of                                      VIASYN, Inc.
Reliant Energy Services, Inc.                         Virginia Electric and Power Company
Rocky Mountain Generation Coop., Inc.                 Vitol Gas & Electric LLC
Roseville Electric                                    WAPA-Colorado River Storage Project
Sacramento Municipal Utility District                   Management Center
Salt River Project                                    WAPA-Desert Southwest Region
San Diego Gas & Electric Co.                          WAPA-Rocky Mountain Region
Seattle City Light                                    WAPA-Upper Great Plains Region
Sempra Energy Resources                               WAPA-Sierra Nevada Region
Sempra Energy Solutions                               West Kootenay Power Ltd.
Sempra Energy Trading Corp.                           Western Farmers Electric Co-op
Sierra Pacific Power Co.                              Western Power Services, Inc.
Southern Calif. Edison Co.                            Western Resources, Inc.
Southern California Water Company                     Williams Energy Marketing & Trading Co.
Southern Company Services, Inc.                       WPS Energy Services, Inc.
Southern Illinois Power Cooperative                   XCEL Energy Services, Inc.
Southwest Power Administration
Southwestern Public Service
Split Rock Energy LLC
Statoil Energy Trading, Inc.
Strategic Energy LLC
Sunflower Electric Power Corp.
Tacoma Power
</TABLE>

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001