EXHIBIT 10.15



                   ASSET CONTRIBUTION AGREEMENT

                              between

                 American Transmission Company LLC

                                and

                [Wisconsin Electric Power Company]

                [Wisconsin Power and Light Company]

                 [Wisconsin Public Service Corp.]

                   [Madison Gas & Electric Co.]

                  [Edison Sault Electric Company]

          [South Beloit Water, Gas and Electric Company]



                   Dated as of December 15, 2000

<PAGE>
<TABLE>
<CAPTION>
                         TABLE OF CONTENTS
                                                                                                                        PAGE
                                                                                                                        ----
<S>                                                                                                                      <C>
ARTICLE I DEFINITIONS.....................................................................................................1

    SECTION 1.1         Definitions.......................................................................................1

ARTICLE II CLASSIFICATION OF CERTAIN CONTRIBUTED ASSETS...................................................................7

    SECTION 2.1         Classification of Contributed Assets..............................................................7
    SECTION 2.2         Classification of Transmission Line Land Rights by Circuit Method.................................7
    SECTION 2.3         Classification of Transmission Line Land Rights by Parcel-by-Parcel Method........................8
    SECTION 2.4         Classification of Transmission Substation Land Rights.............................................8
    SECTION 2.5         Classification and Disputes.......................................................................8

ARTICLE III CONTRIBUTION OF ASSETS........................................................................................9

    SECTION 3.1         Contribution of Assets............................................................................9
    SECTION 3.2         Transmission Lines................................................................................9
    SECTION 3.3         Transmission Substations.........................................................................10
    SECTION 3.4         Permits..........................................................................................11
    SECTION 3.5         Contracts........................................................................................12
    SECTION 3.6         Construction Work In Progress....................................................................12
    SECTION 3.7         Personal Property................................................................................12
    SECTION 3.8         Inventory........................................................................................12
    SECTION 3.9         Warranties.......................................................................................13
    SECTION 3.10        Allocation of Liability..........................................................................13
    SECTION 3.11        Title Insurance, Surveys and Subdivision.........................................................13
    SECTION 3.12        Documented Construction Projects.................................................................14
    SECTION 3.13        [Stoughton Operations Center.....................................................................15

ARTICLE IV ISSUANCE OF MEMBER UNITS TO CONTRIBUTOR.......................................................................15


ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR..............................................................15

    SECTION 5.1         Organization of the Contributor..................................................................15
    SECTION 5.2         Authority Relative to this Agreement.............................................................15
    SECTION 5.3         Enforceability...................................................................................16
    SECTION 5.4         Consents and Approvals; No Violations............................................................16
    SECTION 5.5         Legal Proceedings................................................................................16
    SECTION 5.6         Interests In Certain Contributed Assets..........................................................17
    SECTION 5.7         Environmental Matters............................................................................17
    SECTION 5.8         Adequacy of Contributed Assets...................................................................17

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF ATCLLC......................................................................17

    SECTION 6.1         Organization and Authority of ATCLLC.............................................................18
    SECTION 6.2         Authority Relative to this Agreement.............................................................18
    SECTION 6.3         Enforceability...................................................................................18
    SECTION 6.4         Consents and Approvals; No Violations............................................................18
    SECTION 6.5         Litigation.......................................................................................19

ARTICLE VII COVENANTS....................................................................................................19

    SECTION 7.1         Conduct of the Business of the Contributor.......................................................19
    SECTION 7.2         Project Map......................................................................................19
    SECTION 7.3         Consents and Approvals...........................................................................19
    SECTION 7.4         Casualty.........................................................................................20
    SECTION 7.5         Access to Contributed Assets.....................................................................20
    SECTION 7.6         Continued Environmental Reporting................................................................20
    SECTION 7.7         Continued Conveyance.............................................................................20

ARTICLE VIII CONDITIONS PRECEDENT........................................................................................21

    SECTION 8.1         Mutual Conditions Precedent......................................................................21
    SECTION 8.2         Conditions Precedent to Obligations of ATCLLC....................................................21
    SECTION 8.3         Conditions Precedent to Obligations of the Contributor...........................................22

ARTICLE IX INDEMNIFICATION...............................................................................................23

    SECTION 9.1         Indemnification..................................................................................23
    SECTION 9.2         Notice of Proceedings............................................................................24
    SECTION 9.3         Defense of Claims................................................................................25
    SECTION 9.4         Subrogation......................................................................................26

ARTICLE X CLOSING........................................................................................................26

    SECTION 10.1        The Closing Date.................................................................................26
    SECTION 10.2        Closing Costs....................................................................................26
    SECTION 10.3        Prorations.......................................................................................26
    SECTION 10.4        Default and Remedies.............................................................................27

ARTICLE XI POST CLOSING..................................................................................................27

    SECTION 11.1        Further Assurances...............................................................................27
    SECTION 11.2        Survival of Representations, Warranties and Agreement............................................27
    SECTION 11.3        Access to Records................................................................................27

ARTICLE XII MISCELLANEOUS................................................................................................28

    SECTION 12.1        Notices..........................................................................................28
    SECTION 12.2        Entire Agreement.................................................................................29
    SECTION 12.3        Interpretation and Construction..................................................................29
    SECTION 12.4        Counterparts.....................................................................................29
    SECTION 12.5        Binding on Successors and Assignment.............................................................29
    SECTION 12.6        Governing Law....................................................................................29
    SECTION 12.7        Severability.....................................................................................29
    SECTION 12.8        Amendments and Waivers...........................................................................29
</TABLE>
<PAGE>


                   ASSET CONTRIBUTION AGREEMENT
                   ----------------------------


      THIS ASSET CONTRIBUTION  AGREEMENT is executed as of December
15,  2000,  by and between  American  Transmission  Company  LLC, a
Wisconsin  limited  liability  company  ("ATCLLC"),  and  [Name  of
Contributing   Utility],  a  __________________   corporation  (the
"Contributor").

                          R E C I T A L S

      A.   1999  Wisconsin  Act  9  includes   provisions  commonly
referred to as the Reliability 2000  Legislation,  which authorized
the   organization   of  a  new   company   to   provide   electric
transmission service;

      B.   ATCLLC   has  been   formed  in   accordance   with  the
provisions of the Reliability 2000 Legislation;

      C.   Pursuant  to  the  provisions  of the  Reliability  2000
Legislation,   companies   with   transmission   assets  have  been
authorized to contribute their transmission assets to ATCLLC;

      D.   The  Contributor  desires to divest its  interest in its
transmission   facilities  and   associated   land  rights  and  to
transfer  ownership  of such  facilities  and  rights  to ATCLLC in
exchange  for an  ownership  interest  therein,  all upon the terms
and conditions set forth herein;

      E.   It is anticipated that certain other electric  companies
will  contribute  their  transmission  assets to ATCLLC pursuant to
separate but substantially  similar Asset  Contribution  Agreements
between ATCLLC and such electric companies.

      NOW,  THEREFORE,  in consideration of the mutual premises and
covenants  contained  herein,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


                                   ARTICLE I
                                   DEFINITIONS

SECTION 1.1     Definitions
                ------------

      Capitalized  terms  used  and not  otherwise  defined  herein
shall have the  respective  meanings  assigned to such terms as set
forth below,  or if not so defined,  as set forth in the  Operating
Agreement.

      "Agreement"   means   this  Asset   Contribution   Agreement,
together with all Schedules and Exhibits hereto.

      "ATCLLC"   means   American   Transmission   Company  LLC,  a
Wisconsin limited liability company.
<PAGE>

       "Circuit"  means:  (i) a line  commencing at one  substation
and  extending to another  substation,  (ii) a line  commencing  at
one  substation  and  returning to the same  substation  or (iii) a
line  commencing at a substation  and  terminating  other than at a
substation.

      "Circuit   Method"  means  the  method  of  classifying   the
Transmission Line Land Rights set forth in Section 2.2.

      "Closing" has the meaning provided in Article X.

      "Closing Date" has the meaning provided in Article X.

      "Construction  Work In Progress"  means, as of the Operations
Date,   any   construction   project  which  is  not  a  Documented
Construction  Project  and  that  is,  as of the  Operations  Date,
under  construction.  Such term  shall  include,  with  respect  to
each   construction   project,   the  land   right  on  which  such
construction  project is being  built,  all  personal  property and
fixtures  to  which  the  Contributor  has  title  that  are or are
anticipated  to be a part  of  such  construction  project  and all
contracts  for the  construction  of such  construction  project to
which the Contributor is a party.

      "Contracts"   means  agreements,   contracts,   memoranda  of
understanding,  joint  ventures,  letters  of intent  and any other
form of agreement.

      "Contributed Assets" has the meaning provided in Section 3.1.

      "Contributor"  has the meaning  provided  in the  preamble to
this Agreement.

      "Dispute  Resolution  Provisions"  means those provisions for
resolving  disputes  among the  Members and between the Members and
the Company set forth as Exhibit B to the Operating Agreement.

      "Distribution"  means (i) the  distribution of electricity at
nominal   voltages   that  are  lower  than  50  kV,  or  (ii)  the
distribution  of electricity  regardless of the nominal  voltage at
which such  distribution  facility  is  designed to operate or does
operate,  if the  facilities are designated by the PSCW as used for
distribution.

      "Distribution  Facility"  means  (i) an  electrical  facility
used for  Distribution  or (ii) a natural gas  pipeline and related
facilities used for the distribution of natural gas.

      "Distribution  Line"  means (i) an  electrical  line used for
Distribution;   or  (ii)  a  natural  gas  pipeline  used  for  the
distribution of natural gas.

      "Documented   Construction   Project"  means  a  construction
project   for  which  a   certificate   of   authority   or  public
convenience  and  necessity  has been  applied for or issued by the
PSCW under Wis. Stat. Sections 196.49 or 196.491.

      "Encumbrance"  means  any  mortgage,  pledge,  lien,  option,
conditional sale agreement,  encumbrance,  security interest, claim
or charge of any kind.
<PAGE>

      "Environmental  Claim"  means  any  and  all  administrative,
regulatory  or  judicial  actions,  actions  arising  under  local,
state or  federal  law  including  without  limitation,  claims  of
trespass,   public  or  private  nuisance,  waste,  and  breach  of
standards  of  care,  suits,   including  citizen  suits,  demands,
demand letters, claims,  directives,  proceedings or notices by any
Governmental   Authority  or  other  person   alleging  in  writing
violations  of  or  liability  under,  or  seeking  to  enjoin  any
activity  as  inconsistent   with,  or  demanding   remediation  of
conditions which,  with notice,  the passage of time, or both would
constitute  violations  of,  any  Environmental  Laws or any  other
local,  state or  federal  law,  statute,  ordinance,  rule,  code,
regulation,  administrative  interpretation,  guidance  document or
memorandum,  decree or order,  contractual obligation or common-law
doctrine  including  without  limitation  Chapters  59, 60, 61, 62,
66, and 87 of the Wisconsin  Statutes,  arising out of, based on or
resulting from the presence, use, generation,  treatment,  storage,
recycling,   management,   deposit,   disposal,   leakage,  burial,
discharge,   emission,  injection,   spillage,  seepage,  leaching,
escaping,   emptying,   dumping,  pumping,  pouring,  placement  or
release of any Hazardous  Material  from,  at, in, on or under,  or
the  transport  to or  from,  any  Contributed  Asset,  and  by any
Person,  or  any  loss  of  or  damage  to  any  property,  natural
resource or the  environment,  or death of or injury to any person,
resulting from or relating in any way to any  Contributed  Asset or
to  any  Hazardous   Material   that  is  or  was  present,   used,
generated,   treated,  stored,  recycled,   managed,   transported,
deposited,  disposed of,  buried,  discharged,  emitted,  injected,
emptied,  dumped,  pumped,  poured,  placed  or  Released,  or that
leaked,  spilled,  seeped,  leached or escaped,  at, on, in, under,
to  or  from  any  Contributed  Asset.  Environmental  Claim  shall
exclude those claims  arising from action,  inaction or a condition
first  existing  after the  Operations  Date or  arising  out of an
action,  inaction  or  condition  occurring  after  the  Operations
Date.  In the event that an  Environmental  Claim is  aggravated or
exacerbated by action,  inaction or condition  occurring  after the
Operations  Date  it  will  still  be an  Environmental  Claim  but
ATCLLC  will  contribute  to  any   Environmental   liabilities  in
proportion  to the actual  harm  caused by events  occurring  after
the   Operations   Date.    Environmental    Claim   includes   any
environmental   claim  made  against   ATCLLC  as  a  successor  in
interest to Contributor.

      "Environmental   Information"  means  any  communications  or
written   material   from  or  to  any  local,   state  or  federal
regulatory  agency  or an  adjacent  or nearby  landowner  (if such
landowner  asserts a  material  environmental  claim)  or  internal
memorandum  relating to the status of the assets  under  applicable
Environmental  Laws,  or  any  investigations,   audits,   reviews,
studies or other analyses  (including  Phase I or Phase II reports)
concerning the Contributed Assets.

      "Environmental  Laws"  means any local,  state or federal law
or  other  statute,   law,  ordinance,   rule,  code,   regulation,
administrative  interpretation,  guidance  document or  memorandum,
decree or order,  and all  common  law  relating  to  pollution  or
protection  of  human  health  or the  environment,  or  governing,
regulating   or  imposing   liability   or   standards  of  conduct
concerning   the   manufacture,    use,   treatment,    generation,
distribution,    transportation,    storage,   labeling,   testing,
processing,  discharge,  disposal  or other  handling,  release  or
threatened   release,   control,   or  cleanup  of  any   Hazardous
Material,  including  without  limitation,  the Clean  Air Act,  42
<PAGE>

U.S.C.  Sections 7401 to 7671q,  the Clean  Water Act,  also known as the
Federal  Water  Pollution  Act,  33  U.S.C.  Sections  1251 to  1387,  as
amended by the Water  Quality Act of 1987 Pub.  L. No.  100-4 (Feb.
4, 1987),  the Toxic  Substance  Control Act of 1976  ("TSCA"),  as
amended,  15  U.S.C.  Sections 2601 to  2692,  the  Federal  Insecticide,
Fungicide  and  Rodenticide  Act,  Section 7 U.S.C.  Sections 136 to 136y,  the
Safe  Drinking  Water Act, 42 U.S.C.  Sections 300f et seq.,  the Surface
Mining Control and  Reclamation  Act, 30 U.S.C.  Section 1201,  1202, and
1211, the Comprehensive  Environmental  Response,  Compensation and
Liability Act, of 1980  ("CERCLA"),  42 U.S.C.  Sections 9061 to 9675, as
amended  by the  Superfund  Amendment  and  Reauthorization  Act of
1986,  ("SARA"),  Public Law 99-499,  100 Stat. 1613, the Emergency
Planning and Community  Right to Know Act ("EPCRA"),  42 U.S.C.  Sections
11001 to 11050,  the Solid  Waste  Disposal  Act, as amended by the
Resource  Conservation  and Recovery  Act,  ("RCRA"),  42 U.S.C.  Section
6901 to 6992k, the  Occupational  Safety and Health Act as amended,
("OSHA"),  29  U.S.C.  Section  655  and Section  657,  the  National  Historic
Preservation   Act  ("NHPA"),   16  U.S.C.  Sections  470  et  seq.,  the
Hazardous   Materials   Transportation   Act,  49  U.S.C.  Section  1802,
Chapters 30, 31, 160,  254,  280,  281,  283,  285,  287, 289, 291,
292,  293,  295,  299,  and  823 of  the  Wisconsin  Statutes,  and
including  any  amendment  of any of the above,  together  with any
other  statute,   rule,  regulation  or  order  of  any  Government
Authority having  jurisdiction  over the protection of human health
or the  environment or the control of Hazardous  Materials,  wastes
or  substances,  including  without  limitation  the United  States
Environmental   Protection   Agency,   the  United  States  Nuclear
Regulatory  Commission,  the  States  of  Wisconsin,   Michigan  or
Illinois  and  the  Department  of  Health  of  Milwaukee   County,
Wisconsin, or their agencies or municipalities.

      "Environmental Liabilities" means those liabilities,  losses,
damages  and   expenses   (including   the   reasonable   costs  of
investigation,  testing, containment,  removal, clean-up, abatement
or remediation  and attorneys fees and costs)  incurred in order to
defend against or comply with  Environmental  Laws or other legally
enforceable obligation relating to an Environmental Claim.

      "Exchange Act" means the Securities  Exchange Act of 1934, as
amended.

      "Existing  Attachment   Agreements"  means  those  agreements
existing on the date hereof  between  the  Contributor  and a third
party and which  grant  the third  party the right to attach  wires
or other devices to, on or under the Contributed Assets.

      "Expansion"   means   any   proposed   use  of  land   for  a
Transmission  Facility that is, as of the Closing  Date:  (i) under
construction,  (ii) the  subject  of a  contract  for  construction
thereof,   (iii) the   subject  of  any   written   plans  for  the
construction  thereof,  or (iv) is  specifically  agreed in writing
by ATCLLC and the  Contributor  based on the  particular  facts and
circumstances.

      "Good Utility  Practice" means any of the practices,  methods
and acts  engaged in or  approved by a  significant  portion of the
electric utility  industry during the relevant time period,  or any
of the  practices,  methods  and acts  which,  in the  exercise  of
reasonable  judgment  in light of the  facts  known at the time the
decision  was made,  could have been  expected  to  accomplish  the
desired result at a reasonable  cost  consistent with good business
practices,   reliability,   safety  and  expedition.  Good  Utility
Practice is not  intended  to be limited to the  optimum  practice,
method,  or act to the  exclusion  of all others,  but rather to be
acceptable  practices,  methods,  or acts generally accepted in the
region.
<PAGE>

      "Governmental  Authority"  means any federal,  state or local
governmental  or  regulatory  authority,   administrative   agency,
commission,  department,  board or court that has jurisdiction over
any of the parties to this Agreement or any Contributed Asset.

      "Hazardous  Materials"  means  any  pollutant,   contaminant,
waste,   toxic  or   hazardous   chemical,   waste  or   substance,
including,  without  limitation,  asbestos  in any form  that is or
could become friable,  urea formaldehyde  insulation,  petroleum or
petroleum   products,   manufactured  gas  waste,   polychlorinated
biphenyls  (PCBs)  and  any  item,   article,   substance,   waste,
equipment,  or container  containing or whose surfaces have been in
direct contact with PCBs, air  pollutants,  water  pollutants,  and
other  substances  defined  or  listed  as a  hazardous,  extremely
hazardous,  toxic,  dangerous  restricted,  nuisance,  or otherwise
harmful   to   human   health   or  the   environment   under   any
Environmental Law or the manufacture,  use, treatment,  generation,
distribution,    transportation,    storage,   labeling,   testing,
processing,  discharge,  disposal  or other  handling,  release  or
threatened  release,  control,  or cleanup of which is  prohibited,
limited,   or  regulated  pursuant  to  any  Environmental  Law  or
determined   to   be   hazardous,   extremely   hazardous,   toxic,
dangerous,  restricted,  nuisance,  or  otherwise  harmful to human
health or the environment under any Environmental Law.

      "Intended   Distribution  Facility"  means  any  Distribution
Facility   that,   as  of  the   Closing   Date,   is:   (i)  under
construction,  (ii) the  subject  of a  contract  for  construction
thereof,   (iii)  the  subject  of  any   written   plans  for  the
construction  thereof,  or (iv) as  specifically  agreed in writing
by ATCLLC and the  Contributor  based on the  particular  facts and
circumstances.

      "Operating   Agreement"  means  the  operating  agreement  of
American  Transmission  Company LLC, as it may be amended from time
to time.

      "Organizational   Documents"   means,  with  respect  to  any
corporation,  its  articles  of  incorporation  and  by-laws,  with
respect  to  any  limited  liability   company,   its  articles  of
organization  and  operating  agreement,  and with  respect  to any
cooperative, its [articles of association and by-laws].

      "Parcel-by-Parcel  Method"  means the  method of  classifying
Transmission Line Land Rights set forth in Section 2.3.

      "Permitted  Encumbrances"  means such minor  imperfections of
title as do not  restrict or  interfere  with the  intended  use of
the subject parcel.

      "Person"  means  an  individual,   corporation,   general  or
limited   partnership,   joint   venture,   trust,   unincorporated
association,  limited  liability  company  or any  other  legal  or
commercial entity.

      "Personal Property" has the meaning provided in Section 3.7.

      "Project Map" has the meaning provided in Section 7.2.

      "SEC"  means  the  United  States   Securities  and  Exchange
Commission.
<PAGE>

      "Survey"  means a  survey  drawing  of a parcel  showing  all
boundaries   and   locating   the   perimeter    security    fence,
improvements,  including  driveways,  that are  outside  the fence,
and  encroachments,  if  any,  onto  or  off  of  the  parcel,  and
containing a certificate by the surveyor  reasonably  acceptable to
the  Contributor  and  ATCLLC,  which in all  events  must  contain
details  necessary for the issuance of title  insurance  without an
exception for matters that would be disclosed by a survey.

      "Transmission"  means (i) the  transmission of electricity at
nominal  voltages  that are greater  than or equal to 50 kV or (ii)
the  transmission of electricity  regardless of the nominal voltage
at which such facility is designed to operate or does  operate,  if
the facilities are designated by PSCW as transmission.

      "Transmission  Line"  means  a line  composed  of one or more
Transmission   Line  Facilities  and  the  Transmission  Line  Land
Rights that underlie those Transmission Line Facilities.

      "Transmission  Line  Easement"  means any easement in which a
Contributor  has  any  right,   title  or  interest  upon  which  a
Transmission Line Facility is located.

      "Transmission  Line  Facility"  means  one or more  pieces of
equipment  including,   without  limitation,  any  pipe,  pipeline,
duct,  wire,  line,  conduit,   pole,  tower,  equipment  or  other
structure  used for  Transmission  that are part of a  Transmission
Line,  including,  without  limitation,  all  towers  and  poles to
which any Transmission  Line is attached,  but excluding  "spanner"
towers and poles to which only Distribution Lines are attached.

      "Transmission  Line Fee Interest"  means real property  owned
in fee  simple by a  Contributor  upon  which a  Transmission  Line
Facility is located.

      "Transmission   Line   Land   Right"   means  an   individual
Transmission  Line Fee  Interest,  Transmission  Line  Easement  or
Transmission Line Lease.

      "Transmission Line Lease" means a lease,  license or contract
pursuant to which a  Contributor,  as lessee,  licensee or contract
party  leases,  licenses or otherwise  obtains a contract  right to
the  possession  and/or use of a parcel of real property upon which
a Transmission Line Facility is located.

      "Transmission  Substation"  means a  Transmission  Substation
Facility,  together  with the  underlying  Transmission  Substation
Land Rights and all the rights,  benefits,  privileges,  easements,
tenements,  hereditaments,  appurtenances  and  interests in and to
such underlying Transmission Substation Land Rights.

      "Transmission  Substation  Easement"  means any  easement  in
which the Contributor  has any right,  title or interest upon which
a  Transmission  Substation  Facility  owned  by a  Contributor  is
located.
<PAGE>

      "Transmission   Substation   Facility"   means  any  and  all
equipment,    including,   without   limitation,   towers,   poles,
transformers,  circuit breakers,  meters,  and wires located at any
substation that are used for Transmission.

      "Transmission   Substation  Fee  Interest"   means  any  real
property  owned in fee  simple by a  Contributor  and upon  which a
Transmission Substation Facility is located.

      "Transmission  Substation  Lease"  means a lease,  license or
contract  pursuant to which a Contributor,  as lessee,  licensee or
contract  party  leases,  licenses or otherwise  obtains a contract
right to the  possession  and/or  use of a parcel of real  property
upon which a Transmission Substation Facility is located.

      "Transmission  Substation  Land  Right"  means an  individual
Transmission  Substation  Fee  Interest,   Transmission  Substation
Easement or Transmission Substation Lease.


                                   ARTICLE II
                  CLASSIFICATION OF CERTAIN CONTRIBUTED ASSETS

SECTION 2.1     Classification of Contributed Assets.
                -------------------------------------

      The   Transmission   Line  Land   Rights   and   Transmission
Substation  Land  Rights  to  be  contributed  hereunder  shall  be
classified  according  to this Article II.  Transmission  Line Land
Rights  shall be  classified  pursuant  to  either  Section  2.2 or
2.3.  Transmission  Substation  Land  Rights  shall  be  classified
pursuant to Section 2.4.  The  Contributor  shall elect,  by giving
written notice to ATCLLC upon execution of this  Agreement,  either
the Circuit Method or the  Parcel-by-Parcel  Method for classifying
the  Transmission  Line Land  Rights.  Once a method is selected it
will be the only method used to  classify  all of the  Transmission
Line Land Rights that shall be contributed under this Agreement.

SECTION 2.2   Classification of Transmission Line Land Rights by Circuit Method.
              ---------------------------------------------------------------

      If the Circuit  Method is  selected  each  Transmission  Line
Land Right that shall be  contributed  under this  Agreement  shall
be  individually  classified  according  to the Circuit of which it
is a part under the following rules:

(a)   Transmission  Only. A specific  Transmission  Line Land Right
      -------------------
shall be  classified as  "Transmission  Only" if, as of the Closing
Date and assuming the  completion of  construction  of all Intended
Distribution  Facilities,  no  part of the  Circuit  of  which  the
Transmission  Line Land Right being  classified is a component,  is
used for Distribution or is paralleled by a Distribution Line.

(b)   Incidental  Use.  A  specific  Transmission  Line Land  Right
      ---------------
shall be  classified  as  "Incidental  Use" if,  as of the  Closing
Date and assuming the  completion of  construction  of all Intended
Distribution  Facilities,  the  Circuit  of which the  Transmission
Line Land Right is a component is used for  Distribution  on 25% or
less of the  length of the  Circuit;  provided,  however,  that the
Contributor  may request that ATCLLC treat a specific  Circuit (and
the  component  Transmission  Line Land  Rights)  as  "Joint  Use,"
based  on  facts  and  circumstances   specific  to  such  Circuit,
notwithstanding its objective classification as "Incidental Use."
<PAGE>

(c)   Joint Use. A specific  Transmission  Line Land Right shall be
      ----------
classified  as "Joint Use" if, as of the Closing  Date and assuming
the  completion  of  construction  of  all  Intended   Distribution
Facilities,  the Circuit of which the Transmission  Line Land Right
is a  component  is used for  Distribution  on more than 25% of the
length of the Circuit.

SECTION 2.3  Classification of Transmission Line Land Rights by
             --------------------------------------------------
                Parcel-by-Parcel Method.
                ------------------------

      If   the   Parcel-by-Parcel    Method   is   selected,   each
Transmission  Line Land Right shall be classified  according to the
following rules:

(a)   Transmission  Only. A specific  Transmission  Line Land Right
      ------------------
shall be  classified as  "Transmission  Only" if, as of the Closing
Date and assuming the  completion of  construction  of all Intended
Distribution  Facilities,   one  or  more  Transmission  Lines  are
located on the  Transmission  Line Land  Right and no  Distribution
Line is located on the Transmission Line Land Right.

(b)   Joint Use. A specific  Transmission  Line Land Right shall be
      ----------
classified  as "Joint Use" if, as of the Closing  Date and assuming
the  completion  of  construction  of  all  Intended   Distribution
Facilities,  one  or  more  Transmission  Lines  and  one  or  more
Distribution  Lines  are  located  on the  Transmission  Line  Land
Right.

SECTION 2.4     Classification of Transmission Substation Land Rights.
                ------------------------------------------------------

      Transmission  Substations  and  the  Transmission  Substation
Land  Rights  that  are a part  of  such  Transmission  Substations
shall be classified individually according to the following rules:

(a)   Transmission   Only.  A  specific   Transmission   Substation
      ---------------------
shall be  classified as  "Transmission  Only" if, as of the Closing
Date and assuming the  completion of  construction  of all Intended
Distribution  Facilities,  it is used solely for  Transmission  and
no part, or portion of the  electrical  capacity  thereof,  is used
for   Distribution   or  in  connection   with  the  generation  of
electricity;  provided,  however,  that Distribution to any part of
the substation  itself shall be deemed not to be  Distribution  for
the purposes of this sentence.

(b)   Joint  Use.  A  specific  Transmission  Substation  shall  be
      -----------
classified  as "Joint Use" if, as of the Closing  Date and assuming
the  completion  of  construction  of  all  Intended   Distribution
Facilities:

(i)   the Transmission  Substation or any portion of the electrical
      capacity is used for  Distribution  as well as  Transmission;
      provided,  however,  that  Distribution  to any  part  of the
      substation  itself shall be deemed not to be Distribution for
      the purposes of this sentence; or
<PAGE>

(ii)  the  Transmission  Substation is used in connection  with the
      generation of electricity.

SECTION 2.5     Classification and Disputes.
                ----------------------------

      The  classification  of each of the  Transmission  Line  Land
Rights and  Transmission  Substation Land Rights,  as determined in
accordance  with  Sections  2.1  through  2.4,  shall be  listed on
Schedule  3.2 and  Schedule  3.3,  respectively.  If ATCLLC and the
-------------      -------------
Contributor  are  unable  to  agree  on  the  classification  of  a
particular  item,  either  party  shall  have the right to  request
that the dispute be resolved by the PSCW.

                                  ARTICLE III
                             CONTRIBUTION OF ASSETS

SECTION 3.1     Contribution of Assets.
                -----------------------

      Subject to the terms and conditions of this Agreement,  as of
the Closing Date, the Contributor  shall assign,  transfer,  convey
and  deliver  to ATCLLC as a capital  contribution,  free and clear
of all  Encumbrances  other than  Permitted  Encumbrances,  certain
right,   title  and  interest  of  the  Contributor   specified  in
Sections  3.2 through  3.10 hereof in and to the assets  identified
in   Sections   3.2   through   3.10   hereof   (collectively   the
"Contributed  Assets" and each individually a "Contributed  Asset")
in the manner specified in Sections 3.2 through 3.10 hereof.

SECTION 3.2     Transmission Lines.
                -------------------

      The  Contributor  shall  contribute  the  Transmission  Lines
identified in Schedule 3.2 as follows:
              ------------

(a)   Transmission    Only    Transmission    Line   Land   Rights.
      -------------------------------------------------------------
Transmission   Only   Transmission   Line  Land  Rights   shall  be
contributed as follows:

(i)   Transmission Only  Transmission  Line Fee Interests.  Subject
      ---------------------------------------------------
      to the  provisions of Section  3.12,  all  Transmission  Only
      Transmission  Line Fee  Interests  identified  in  Schedule
                                                         ---------
      3.2(a)(i)  shall be  conveyed  to ATCLLC  pursuant  to a deed
      ---------
      substantially  in the form of the deed  attached  as Exhibit
                                                           -------
      3.2(a)(i);
      ----------

(ii)  Transmission   Only   Transmission   Line   Easements.    All
      -----------------------------------------------------
      Transmission Only  Transmission Line Easements  identified in
      Schedule  3.2(a)(ii)  shall be assigned to ATCLLC pursuant to
      --------------------
      an  assignment  substantially  in the form of the  assignment
      attached as Exhibit 3.2(a)(ii);
                  ------------------

(iii) Transmission    Only    Transmission    Line   Leases.    All
      ------------------------------------------------------
      Transmission  Only  Transmission  Line Leases  identified  in
      Schedule  3.2(a)(iii) shall be assigned to ATCLLC pursuant to
      ----------------------
      an  assignment  substantially  in the form of the  assignment
      attached as Exhibit 3.2(a)(iii).
                  -------------------
<PAGE>

(b)   Incidental  Use  Transmission  Line Land  Rights.  Incidental
      -------------------------------------------------
Use Transmission Line Land Rights shall be contributed as follows:

(i)   Incidental  Use   Transmission   Line  Fee   Interests.   All
      -------------------------------------------------------
      Incidental Use Transmission Line Fee Interests  identified in
      Schedule  3.2(b)(i) shall be conveyed to ATCLLC pursuant to a
      -------------------
      deed  substantially  in the  form  of the  deed  attached  as
      Exhibit 3.2(b)(i);
      ------------------

(ii)  Incidental Use  Transmission  Line Easements.  All Incidental
      ---------------------------------------------
      Use  Transmission  Line  Easements  identified  in  Schedule
                                                          --------
      3.2(b)(ii)  shall  be  assigned  to  ATCLLC  pursuant  to  an
      ----------
      assignment  substantially  in  the  form  of  the  assignment
      attached as Exhibit 3.2(b)(ii);
                  -------------------

(iii) Incidental Use Transmission  Line Leases.  All Incidental Use
      -----------------------------------------
      Transmission Line Leases  identified in Schedule  3.2(b)(iii)
                                              ---------------------
      shall  be  assigned  to  ATCLLC  pursuant  to  an  assignment
      substantially  in the  form  of the  assignment  attached  as
      Exhibit 3.2(b)(iii).
      --------------------

(c)   Joint  Use   Transmission   Line  Land   Rights.   Joint  Use
      ------------------------------------------------
Transmission Line Land Rights shall be contributed as follows:

(i)   Joint Use  Transmission  Line Fee Interests.  The Contributor
      --------------------------------------------
      shall grant to ATCLLC an easement  over and across all of the
      Joint  Use  Transmission  Line Fee  Interests  identified  in
      Schedule   3.2(c)(i)   pursuant   to  a  grant  of   easement
      ---------------------
      substantially  in the form of the grant of easement  attached
      as Exhibit 3.2(c)(i);
         ------------------

(ii)  Joint  Use  Transmission  Line  Easements.   The  Contributor
      -------------------------------------------
      shall  assign  certain  rights  to and  under  the  Joint Use
      Transmission   Line   Easements   identified   in  Schedule
                                                         --------
      3.2(c)(ii) to ATCLLC pursuant to an assignment  substantially
      ----------
      in the form of the assignment attached as Exhibit 3.2(c)(ii);
                                                --------------------

(iii) Joint Use  Transmission  Line Leases.  The Contributor  shall
      -------------------------------------
      assign   certain   rights   to  and   under   the  Joint  Use
      Transmission Line Leases  identified in  Schedule 3.2(c)(iii)
                                               --------------------
      to ATCLLC  pursuant  to an  assignment  substantially  in the
      form of the assignment attached as Exhibit 3.2(c)(iii).
                                         --------------------

(d)   Transmission   Line   Facilities.   All   Transmission   Line
      ---------------------------------
Facilities  that are a  component  of  Transmission  Lines that are
Contributed   Assets  and  that  are  not   transferred   with  the
Transmission  Line Land Rights  upon which they are  located  shall
be  contributed,  transferred,  conveyed  and  assigned  to  ATCLLC
pursuant  to a Bill of Sale  substantially  in the form of the Bill
of Sale attached as Exhibit 3.2(d).
                    ---------------

SECTION 3.3     Transmission Substations.
                -------------------------

      The   Contributor    shall    contribute   the   Transmission
Substations as follows:
<PAGE>

(a)   Transmission  Only Transmission  Substation Land Rights.  The
      --------------------------------------------------------
Contributor  shall  contribute its Transmission  Only  Transmission
Substation Land Rights as follows:

(i)   Transmission  Only  Transmission  Substation  Fee  Interests.
      -------------------------------------------------------------
      Subject to the provisions of Section 3.12,  Transmission Only
      Transmission Substation Fee Interests identified in Schedule
                                                          --------
      3.3(a)(i)  shall be  conveyed  to ATCLLC  pursuant  to a deed
      --------
      substantially  in the form of the deed  attached  as Exhibit
                                                           -------
      3.3(a)(i);
      ----------

(ii)  Transmission  Only  Transmission  Substation  Easements.  All
      -------------------------------------------------------
      Transmission   Only   Transmission    Substation    Easements
      identified  in  Schedule  3.3(a)(ii)  shall  be  assigned  to
                      --------------------
      of the assignment attached as Exhibit 3.3(a)(ii).
                                    -------------------

(iii) Transmission  Only  Transmission   Substation   Leases.   All
       -----------------------------------------------------
      Transmission Only  Transmission  Substation Leases identified
      in Schedule  3.3(a)(iii) shall be assigned to ATCLLC pursuant
         ---------------------
      to an assignment  substantially in the form of the assignment
      attached hereto as Exhibit 3.3(a)(iii).
                         --------------------

(b)   Joint Use  Transmission  Substations.  The Contributor  shall
      -------------------------------------
contribute  Joint  Use  Transmission   Substation  Land  Rights  as
follows:

(i)   Joint  Use   Transmission   Substation  Fee  Interests.   The
      -------------------------------------------------------
      Contributor  shall grant an easement  over and upon the Joint
      Use  Transmission  Substation  Fee  Interests  identified  in
      Schedule   3.3(b)(i)   pursuant   to  a  grant  of   easement
      --------------------
      substantially in the form attached as Exhibit 3.3(b)(i);
                                            -------------------

(ii)  Joint   Use   Transmission    Substation    Easements.    The
      -------------------------------------------------------
      Contributor  shall  assign  certain  easement  rights  to and
      under  any  Joint  Use  Transmission   Substation   Easements
      identified in Schedule  3.3(b)(ii)  to ATCLLC  pursuant to an
                    --------------------
      assignment  substantially  in the  form  attached  hereto  as
      Exhibit 3.3(b)(ii).
      -------------------

(iii) Joint Use  Transmission  Substation  Leases.  The Contributor
      --------------------------------------------
      shall sublease  certain of its leasehold  rights to and under
      all Joint Use Transmission  Substation  Leases  identified in
      Schedule 3.3(b)(iii) pursuant to a sublease  substantially in
      --------------------
      the form attached hereto as Exhibit 3.3(b)(iii).
                                  --------------------

(c)   Substation    Facilities.    All   Transmission    Substation
      -------------------------
Facilities  that are a component of a Transmission  Substation that
is a  Contributed  Asset  and  that  are not  transferred  with the
Transmission  Substation  Land  Rights  upon which they are located
shall  be  contributed,   transferred,  conveyed  and  assigned  to
ATCLLC  pursuant  to a bill of sale  substantially  in the  form of
the document attached as Exhibit 3.3(c).
                         ---------------
<PAGE>

SECTION 3.4     Permits.
                --------

      To the extent permitted by law, the Contributor  shall assign
to ATCLLC,  substantially  in the form of the  assignment  attached
hereto  as  Exhibit  3.4  (unless  another  form of  assignment  is
            -------------
required by the other  party to such  agreement,  e.g.  railroads),
and to the extent  necessary for the  operation of the  Contributed
Assets,  all building permits,  certificates of occupancy,  utility
reservations or allocations,  certificates of compliance,  railroad
licenses,  permits and crossing  agreements and any other licenses,
permits,    authorizations   or   approvals   (collectively,    the
"Permits"),   which  Permits  are  listed  on  Schedule  3.4.  Such
                                               --------------
assignment  shall  be  non-exclusive  to the  extent  that a Permit
relates  to  other  assets   owned,   leased  or  operated  by  the
Contributor.


SECTION 3.5     Contracts.
                ----------

(a)   The Contributor  shall assign to ATCLLC, in substantially the
form of the  assignment  attached  hereto as  Exhibit  3.5(a),  all
                                              ---------------------
contracts  necessary  for the operation of the  Contributed  Assets
(excluding  those being used by  Contributor to continue to provide
future  goods or services  to ATCLLC  under an  interconnection  or
other   agreement),   together  with  any  contracts   relating  to
Transmission   Only   Transmission   Lines  and  Transmission  Only
Transmission   Substations,   excluding,   however,   any  Existing
Attachment  Agreements  (collectively,   the  "Contracts"),   which
Contracts are listed on Schedule 3.5.
                        --------------

(b)   ATCLLC and the  Contributor  shall execute a Pole  Attachment
Agreement,  substantially  in the  form  of  Exhibit  3.5(b),  with
                                             ----------------
respect to any Existing Attachment Agreements.

(c)   ATCLLC and the  Contributor  shall  enter into an  agreement,
substantially  in the  form of  Exhibit  3.5(c),  with  respect  to
                                ----------------
fiber optic cable attachments.


SECTION 3.6     Construction Work In Progress.
                ------------------------------

(a)   All Construction Work In Progress  identified in Schedule 3.6
                                                       ------------
shall be conveyed,  assigned and  transferred to ATCLLC pursuant to
a deed  substantially  in the form  attached as Exhibit  3.6(a),  a
                                                ---------------
bill of sale  substantially  in the form attached as Exhibit 3.6(b)
                                                     --------------
and/or  an  assignment   substantially  in  the  form  attached  as
Exhibit 3.6(c).
---------------

(b)   The  Contributor  shall  assign  to  ATCLLC  all  rights  and
contracts  pertaining  to the  Construction  Work  in  Progress  to
enable ATCLLC to continue the Construction Work in Progress.

(c)   If so  requested  by the  Contributor,  the  Contributor  and
ATCLLC  shall  negotiate  in good faith an  agreement  whereby  the
Contributor  shall be obligated to complete the  Construction  Work
in Progress in exchange for cash payments.

SECTION 3.7     Personal Property.
                ------------------

      The  equipment  and other items of  personal  property of the
Contributor  that are owned or leased by the  Contributor  that are
identified  in Schedule 3.7,  either  generically  or  specifically
(provided,  however,  that all such items with a Contribution Value
of  over  $25,000  shall  be  identified   specifically)  shall  be
transferred to ATCLLC pursuant to a bill of sale  substantially  in
the form attached hereto as Exhibit 3.7 (the "Personal Property").
<PAGE>

SECTION 3.8     Inventory.
                ----------

      The  inventory  of the  Contributor  that  is  identified  in
Schedule 3.8 will be  transferred  to ATCLLC  pursuant to a Bill of
-------------
Sale  substantially  in the form  attached  hereto as Exhibit  3.8.
                                                      -------------
It is  the  parties'  intention  that  most,  if  not  all,  of the
inventory  will remain with the  Contributor  and be  purchased  by
ATCLLC, as needed,  for cash. At ATCLLC's  request,  items used and
useful in the  operation of the  Transmission  Line  Facilities  or
Transmission  Substation  Facilities,  or in managing  Transmission
Line Land Rights or Transmission  Substation  Land Rights,  and not
otherwise  used or useful in the  Contributor's  business  shall be
transferred  to  ATCLLC  at  their  Contribution  Value  for  cash.
Prior  to  the  end  of  the  three  year  period   following   the
Operations  Date,  the  parties  to this  Agreement  will  meet and
negotiate the transfer of any remaining  inventory  which is useful
for  transmission,  but not  distribution  or generation.  If there
is a  disagreement,  the  Contributor has the right to put items to
ATCLLC.  If ATCLLC  rejects  such items,  the issue will be subject
to the Dispute Resolution  Provisions.  Items transferred  pursuant
to the  Dispute  Resolution  Provisions  or by  agreement  will  be
transferred at their Contribution Value.

SECTION 3.9     Warranties.
                -----------

      Schedule 3.9 sets forth any  warranties  pertaining  directly
      -----------
to the  Contributed  Assets.  All right,  title and interest of the
Contributor  in  such  warranties   shall  be  assigned  to  ATCLLC
pursuant to an  assignment  substantially  in the form  attached as
Exhibit 3.9.
------------

SECTION 3.10    Allocation of Liability.
                ------------------------

(a)   Prior  to the  Operations  Date,  the  Contributor  shall  be
responsible  and  liable  for  the  operation  of  the  Contributed
Assets and all obligations associated therewith.

(b)   From  and  after  the  Operations   Date,   ATCLLC  shall  be
responsible  and  liable  for  the  operation  of  the  Contributed
Assets  and  for  the  performance  of all  obligations  associated
therewith, except as otherwise provided herein.

(c)   To the extent that any  obligations  under any  instrument of
conveyance,   Permit,  Contract  or  Lease  are  not  exclusive  to
ATCLLC,  then ATCLLC shall have the  responsibility  and  liability
for  such   obligation  to  the  extent  that  it  relates  to  the
operation of the  transmission  system,  and the Contributor  shall
otherwise have such responsibility or liability.

SECTION 3.11    Title Insurance, Surveys and Subdivision.
                -----------------------------------------

(a)   Title & Survey.  The Contributor shall obtain at its expense:
      ---------------

(i)   for  each  Transmission  Only  Transmission   Substation  Fee
      Interest:  (x) one or more commitments for title insurance to
      be issued at Closing and one or more title  policies,  all of
      which  together  (A) set forth the status of the title of the
      parcel  and  all  liens,  claims,  encumbrances,   easements,
      rights-of-way,  encroachments, reservations, restrictions and
      other  matters  affecting  the parcel and (B) cover the value
      of the  land,  exclusive  of the  value  of any  improvements
      thereon;  (y) a  Survey  of the  parcel;  and  (z) a list  of
      equipment located on the Transmission Substation parcel;
<PAGE>

(ii)  for each  Transmission  Only  Transmission  Substation  on an
      easement or lease, a report of title and a survey; and

(iii) for each Joint Use  Transmission  Substation,  a copy of each
      site plan that is in the Contributor's possession or control.

(b)   Subdivision  of  Parcels.  In the event that the  Contributor
      -------------------------
reasonably   determines  that  a  Transmission   Only  Transmission
Substation  Fee Interest or  Transmission  Only  Transmission  Line
Fee  Interest   contains  more  land  than  is  necessary  for  the
operation,  use,  maintenance and  replacement of the  Transmission
Substation Facility and/or  Transmission  Facility located thereon,
together  with  ingress and egress  thereto,  the  Contributor  may
upon written  notice to ATCLLC no later than 30 days before  filing
for  subdivision  approval,  and at the  cost  and  expense  of the
Contributor,   subdivide   the   Transmission   Only   Transmission
Substation  Fee Interest or  Transmission  Only  Transmission  Line
Fee  Interest  into two or more  parcels  so that the  parcel to be
conveyed,  which shall, for the purposes of Sections 3.2(a)(i)  and
3.3(a)(i),  be  deemed  to be the  Transmission  Only  Transmission
Substation  Fee Interest or  Transmission  Only  Transmission  Line
Fee Interest being  contributed,  as the case may be, contains only
the land actually  necessary for the operation,  use,  maintenance,
Expansion and replacement of the Transmission  Substation  Facility
and/or  Transmission   Facility  located  thereon,   together  with
ingress and egress  thereto.  In the event  that:  the  Contributor
has  determined  that a parcel should be  subdivided,  and in spite
of the  efforts of the  parties  hereto,  the parcel has not, as of
the Closing  Date,  been  subdivided  because the  Contributor  was
unable to obtain  all  necessary  governmental  approvals  prior to
the Closing  Date,  then on the Closing  Date at the  Contributor's
sole  election,  a document  escrow shall be  established  with the
title company  coordinating  document  recordation  pursuant to the
terms  of an  escrow  agreement  substantially  in the  form of the
"Escrow  Agreement-Subdivided  Parcel" attached as Exhibit 3.11(b).
                                                   ----------------
Pursuant to such escrow  agreement,  the Contributor shall place in
escrow  two  signed and  acknowledged  deeds.  One deed shall be to
the entire  undivided  parcel and the  second  deed shall  identify
the  subdivided   parcel  with  the  projected  legal   description
following  governmental  approval and recordation of the subdivided
parcel  but  with  blanks  for  the  recording  information  to  be
obtained  following  recordation  of the certified  survey map. The
two deeds  shall be held by the  title  company  under  the  escrow
agreement,  which shall direct that the title  company (x) complete
and   record   the  deed  to  the   subdivided   parcel   following
governmental   approval  of  the  certified   survey  map  and  the
assignment  of a map number  and other  information  necessary  for
recordation  or (y) if  such map has not been  recorded  within six
months of the Closing,  to record the deed to the larger  undivided
parcel,  whereupon  an equitable  adjustment  shall be made between
the Contributor and ATCLLC.
<PAGE>

SECTION 3.12    Documented Construction Projects.
                ---------------------------------

(a)   Schedule  3.12   identifies   all   Documented   Construction
      ---------------
Projects  of  the  Contributor,   their  location  and  anticipated
completion  date  and  cost.  The  Contributor   shall,   upon  the
completion   of  any   such   Documented   Construction   Projects,
contribute,  or cause to be contributed,  such Transmission Line to
ATCLLC  using  the  same  Circuit  Method  or the  Parcel-by-Parcel
Method  as  it  used  in  connection   with  the   contribution  of
Contributed  Assets  on the  Operations  Date,  and  shall  use the
corresponding  instruments  of transfer  identified  in Article III
to effect the transfer.

(b)   If  the  Contribution  Value  of  a  Documented  Construction
Project  exceeds  $3,000,000 in any running  12-month  period,  the
Contributor  shall comply with the  provisions of Section 3.5(d) of
the Operating Agreement.

(c)   The  representations,  warranties,  covenants and indemnities
set forth in this Agreement  shall be applicable,  as  appropriate,
to the subsequent transfer of Documented Construction Projects.

SECTION 3.13    [Stoughton Operations Center.1
                -------------------------------

      The Stoughton  Operations  Center, as identified in Schedule
                                                          --------
3.13  and  including  real  and  personal  property   specified  in
-----
Schedule  3.13,  shall be  conveyed  to ATCLLC  by the  Contributor
---------------
pursuant to the documents attached as Exhibit 3.13.
                                      -------------

                                   ARTICLE IV
                     ISSUANCE OF MEMBER UNITS TO CONTRIBUTOR

      In exchange for the  contribution of the Contributed  Assets,
ATCLLC shall issue to  Contributor  or an Affiliate  designated  by
it on the  Operations  Date that  number of Member  Units set forth
in  Schedule A to the  Operating  Agreement.  The  methodology  for
calculating  the value of the  Contributed  Assets  shall be as set
forth in the  Operating  Agreement,  and the number of Member Units
owned  by  the   Contributor   shall  be  adjusted   following  the
Operations  Date,  all  as  set  forth  in  Section  3.2(f)  of the
Operating  Agreement.  Upon  the  contribution  of  any  Documented
Construction  Project,   ATCLLC  shall  issue  to  the  Contributor
thereof  or an  Affiliate  designated  by it that  number of Member
Units  determined  in  accordance  with  the  Operating  Agreement.
[__________  hereby  designates  ________ as its Affiliate to which
the Member Units are to be issued on its behalf.]2


                                   ARTICLE V
                REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

      The Contributor represents and warrants to ATCLLC as follows:

SECTION 5.1     Organization of the Contributor.
                --------------------------------

      The Contributor is duly organized and validly  existing under
the laws of the jurisdiction of  incorporation,  has full corporate
power to carry on its  business  as it is now being  conducted  and
to own,  operate and hold under lease its assets and  properties as
and where such  properties  and assets now are owned,  operated  or
held.  The  copies of the  Contributor's  Organizational  Documents
which have been  delivered  to ATCLLC are  complete and correct and
in full force and effect on the date hereof.
<PAGE>

SECTION 5.2     Authority Relative to this Agreement.
                -------------------------------------

      The  execution,  delivery and  performance  of this Agreement
and of all of the other documents and  instruments  required hereby
by  the   Contributor   are  within  the  corporate  power  of  the
Contributor.  The  execution  and  delivery of this  Agreement  and
the  consummation  of the  transactions  contemplated  hereby  have
been duly  authorized by the Board of Directors of the  Contributor
and no other  corporate  proceedings on the part of the Contributor
are  necessary to authorize  this  Agreement or to  consummate  the
transactions contemplated herein.

SECTION 5.3     Enforceability.
                ---------------

      This   Agreement   and  all  of  the  other   documents   and
instruments  required  hereby  have been or will be (in the case of
documents  and  instruments  permitted  to be  delivered  after the
date  hereof)  duly  and  validly  executed  and  delivered  by the
Contributor  and  (assuming  the due  authorization,  execution and
delivery   hereof  and  thereof  by  ATCLLC)   constitute  or  will
constitute  valid  and  binding   agreements  of  the  Contributor,
enforceable  against  the  Contributor  in  accordance  with  their
respective   terms,   except  as  may  be  limited  by  bankruptcy,
insolvency,  reorganization  or  other  laws  affecting  creditors'
rights generally or equitable principles.

SECTION 5.4     Consents and Approvals; No Violations.
                --------------------------------------

      Except  for  any  required  filings  with  and  approvals  of
applicable  Federal,  state  or  local  authority,   no  filing  or
registration  with, and no permit,  authorization,  consent,  order
or  approval  of,  any  Governmental   Authority  is  necessary  or
required in  connection  with the  execution  and  delivery of this
Agreement  by  the  Contributor  or  for  the  consummation  by the
Contributor of the  transactions  contemplated  by this  Agreement.
Upon  obtaining  any  required  approvals,  neither the  execution,
delivery or performance of this Agreement nor the  consummation  of
the  transactions  contemplated  hereby by the Contributor will (i)
conflict  with or result  in any  breach  of any  provision  of the
Organizational  Documents  of  the  Contributor,  (ii)  subject  to
obtaining  the third party  consents  identified  in  Schedule  5.4
                                                      -------------
hereto,  result in a violation  or breach of, or  constitute  (with
or  without  due  notice  or lapse of time or both) a  default  (or
give rise to any right of termination,  cancellation,  acceleration
or increased  cost) under,  or otherwise  result in any  diminution
of any of the rights of the  Contributor  with  respect  to, any of
the terms,  conditions or provisions of any security,  note,  bond,
mortgage,  indenture,  license,  contract  or other  instrument  or
obligation  to which the  Contributor  is a party or by which it or
any of them or any of their  properties  or assets  may be bound or
(iii) violate any order, writ,  injunction,  decree,  statute, rule
or  regulation   applicable  to  the  Contributor  or  any  of  its
properties or assets  except,  in the case of clauses (ii) or (iii)
above, for violations,  breaches or defaults that,  individually or
in  the  aggregate,  may  not  reasonably  be  expected  to  have a
material   adverse  effect  on  the  closing  of  the  transactions
contemplated  by this  Agreement,  ATCLLC  or the  Contributor  and
that  will  not   prevent   or  delay  the   consummation   of  the
transactions contemplated hereby.
<PAGE>

SECTION 5.5      Legal Proceedings.
                ------------------

      Except as  specifically  disclosed  in  Schedule  5.5 hereto,
                                              -------------
there  are  no  complaints,  claims,  suits,  actions,  mediations,
arbitrations,  proceedings  or  investigations  pending  or, to the
knowledge of the Contributor,  threatened  against or affecting the
Contributor  that  relate to any  Contributed  Asset or  would,  if
adversely  determined,  have  a  material  adverse  effect  on  the
Contributor's ability to perform its obligations  hereunder,  or on
the validity or enforceability of this Agreement.

SECTION 5.6     Interests In Certain Contributed Assets.
                ----------------------------------------

(a)   The   Transmission   Facilities   have  been   maintained  in
accordance  with Good Utility  Practice,  and will be so maintained
through the Operations Date.

(b)   Except for ATCLLC,  pursuant  to the terms of this  Agreement
and the  parties  to  Existing  Attachment  Agreements,  no person,
firm or  entity  has any  rights  to  acquire  or lease  all or any
portion  of the  Contributed  Assets,  or  otherwise  to obtain any
interest therein, and there are no outstanding  options,  rights of
first  refusal  or  negotiation,  rights of  reverter  or rights of
first offer  relating  to the  Contributed  Assets or any  interest
therein.

SECTION 5.7     Environmental Matters.
                ----------------------

      No later than June 30, 2001,  Contributor will provide ATCLLC
with all  Environmental  Information in its possession or under its
control  concerning  the  Contributed  Assets.  Any  proprietary or
confidential    information   contained   in   such   Environmental
Information   will  be  conveyed   pursuant  to  a  joint   defense
agreement to be entered into between ATCLLC and the Contributor.

SECTION 5.8     Adequacy of Contributed Assets.
                -------------------------------

      All of the Contributed  Assets are suitable for  Transmission
as  owned or  used.  The  Contributed  Assets  comprise  all of the
Transmission  Lines,  Transmission  Substations  and other physical
assets  (other  than   Inventory)   that  are  necessary  for:  (i)
Transmission  over the  Transmission  Lines identified in Schedule
                                                          --------
3.2  on  a   commercially   reasonable   basis  and  (ii)  for  the
----
interconnection   of  such   Transmission   Lines  with  all  other
Transmission   Lines,    Transmission   Facilities,    Distribution
Facilities,  generation  facilities and other electrical  equipment
to which such Transmission Lines are currently interconnected.

      EXCEPT FOR THE REPRESENTATIONS  AND WARRANTIES  EXPRESSLY SET
FORTH IN THIS  ARTICLE V AND THE  INDEMNITIES  AND  OTHER  TERMS OF
THIS AGREEMENT,  THE CONTRIBUTED  ASSETS ARE BEING  CONTRIBUTED AND
TRANSFERRED  "AS IS, WHERE IS," AND  CONTRIBUTOR  IS NOT MAKING ANY
OTHER  REPRESENTATIONS OR WARRANTIES,  WRITTEN OR ORAL,  STATUTORY,
EXPRESS   OR   IMPLIED,   CONCERNING   SUCH   CONTRIBUTED   ASSETS,
INCLUDING,  IN  PARTICULAR,  ANY  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS  FOR  A  PARTICULAR  PURPOSE,   ALL  OF  WHICH  ARE  HEREBY
EXPRESSLY EXCLUDED AND DISCLAIMED.
<PAGE>

                                   ARTICLE VI
                    REPRESENTATIONS AND WARRANTIES OF ATCLLC

      ATCLLC represents and warrants to the Contributor as follows:

SECTION 6.1     Organization and Authority of ATCLLC.
                -------------------------------------

      ATCLLC is duly  organized  and validly  existing as a limited
liability  company  under the laws of  Wisconsin,  has full limited
liability  company  power  to  carry  on  its  business  as  it  is
proposed to be conducted  and to own,  operate and hold under lease
its assets and  properties as and where such  properties and assets
now are, or are proposed to be, owned, operated or held.

      The copies of ATCLLC's  Organizational  Documents  which have
been  delivered  to the  Contributor  are  complete and correct and
will be in full force and effect on the Operations Date.

SECTION 6.2     Authority Relative to this Agreement.
                -------------------------------------

      The execution,  delivery and  performance of this  Agreement,
and of all of the other documents and  instruments  required hereby
by  ATCLLC  are  within  the  limited  liability  company  power of
ATCLLC.  The  execution  and  delivery  of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  have been
duly  authorized by ATCLLC  Management  Inc., its managing  member,
and by ATC  Management  Inc.'s  board  of  directors,  and no other
corporate  proceedings  on the part of ATC or ATC  Management  Inc.
are  necessary to authorize  this  Agreement or to  consummate  the
transactions contemplated herein.

SECTION 6.3     Enforceability.
                ---------------

      This   Agreement   and  all  of  the  other   documents   and
instruments  required  hereby  have been or will be (in the case of
documents  and  instruments  permitted  to be  delivered  after the
date  hereof)  duly and validly  executed  and  delivered by ATCLLC
and  (assuming  the  due  authorization,   execution  and  delivery
hereof  and  thereof  by  the   Contributor)   constitute  or  will
constitute  valid and  binding  agreements  of ATCLLC,  enforceable
against ATCLLC in accordance with their  respective  terms,  except
as may be  limited by  bankruptcy,  insolvency,  reorganization  or
other laws  affecting  creditors'  rights  generally  or  equitable
principles.

SECTION 6.4     Consents and Approvals; No Violations.
                --------------------------------------

      Except for any  required  filings  with and  approvals of the
applicable  Federal,  state  or  local  authority,   no  filing  or
registration  with, and no permit,  authorization,  consent,  order
or  approval  of,  any  Governmental   Authority  is  necessary  or
required in  connection  with the  execution  and  delivery of this

<PAGE>

Agreement  by  ATCLLC  or for the  consummation  by  ATCLLC  of the
transactions  contemplated  by this  Agreement.  Upon obtaining any
required   approvals,   neither   the   execution,    delivery   or
performance  of  this  Agreement  nor  the   consummation   of  the
transactions  contemplated  hereby by ATCLLC will (i) conflict with
or result  in any  breach of any  provision  of the  Organizational
Documents  of ATCLLC,  (ii) result in a violation  or breach of, or
constitute  (with or  without  due notice or lapse of time or both)
a   default   (or  give   rise  to  any   right   of   termination,
cancellation,  acceleration  or increased cost) under, or otherwise
result  in any  diminution  of any of the  rights  of  ATCLLC  with
respect  to,  any of the terms,  conditions  or  provisions  of any
security,  note, bond, mortgage,  indenture,  license,  contract or
other  instrument  or  obligation  to which ATCLLC is a party or by
which it or any of its  properties  or assets may be bound or (iii)
violate  any order,  writ,  injunction,  decree,  statute,  rule or
regulation  applicable  to  ATCLLC  or  any of  its  properties  or
assets  except,  in the case of clauses  (ii) or (iii)  above,  for
violations,  breaches  or  defaults  that,  individually  or in the
aggregate,  may not  reasonably  be  expected  to  have a  material
adverse effect on the closing of the  transactions  contemplated by
this  Agreement,  the  Contributor,  or  ATCLLC  and that  will not
prevent   or   delay   the   consummation   of   the   transactions
contemplated hereby.

SECTION 6.5     Litigation.
                -----------

      There are no complaints,  claims, suits, actions, mediations,
arbitrations  or proceedings or  investigations  pending or, to the
knowledge of ATCLLC,  threatened  against or affecting  ATCLLC that
would, if adversely  determined,  have a material adverse effect on
ATCLLC's  ability to perform its obligations  hereunder,  or on the
validity or enforceability of this Agreement.

                                  ARTICLE VII
                                   COVENANTS

SECTION 7.1     Conduct of the Business of the Contributor.
                -------------------------------------------

(a)   During  the  period  from the date of this  Agreement  to the
Operations   Date,  the  Contributor   shall  conduct  all  of  its
operations  that  concern  any of  the  Contributed  Assets  in the
ordinary  and  usual  course  of  business   consistent  with  Good
Utility Practice.

(b)   The  Contributor  and ATCLLC  agree  that,  during the period
from  the  date of this  Agreement  to the  Closing  Date:  (i) the
Contributor  will confer and  coordinate  on a regular and frequent
basis with one or more  representatives  of ATCLLC to  discuss  the
general  status of the  Contributed  Assets  and the  operation  of
same; and (ii) the  Contributor  will promptly notify ATCLLC of any
significant    changes   in   the   Contributed   Assets   or   the
Contributor's operation of same.

SECTION 7.2     Project Map.
                ------------

      The  Contributor  shall prepare a map showing the location of
all Transmission  Lines,  and Transmission  Substations (a "Project
Map") and attach it as Schedule 7.2.
<PAGE>

SECTION 7.3     Consents and Approvals.
                -----------------------

(a)   The  Contributor  and  ATCLLC  shall  cooperate  and  use all
commercially  reasonable  efforts to promptly  prepare and file all
necessary  documentation  to  effect  all  necessary  applications,
notices,  petitions,  filings and other  documents,  and to use all
commercially  reasonable  efforts  to obtain  (and  will  cooperate
with  each  other  in   obtaining)   any   consent,   acquiescence,
authorization,   order  or  approval   of,  or  any   exemption  or
nonopposition  by,  any  Governmental   Authority  required  to  be
obtained or made by the  Contributor  or ATCLLC in connection  with
this  Agreement  or the taking of any action  contemplated  by this
Agreement.  ATCLLC  shall have the right to review  and  approve in
advance  all  characterizations  of  the  information  relating  to
ATCLLC,  on the one hand, and the Contributor  shall have the right
to review  and  approve  in advance  all  characterizations  of the
information  relating  to it, on the other  hand,  which  appear in
any filing made in connection  with the  transactions  contemplated
by  this   Agreement,   such  approvals  not  to  be   unreasonably
withheld.  The  Contributor  and  ATCLLC  shall  consult  with  the
other  with  respect  to  the  obtaining  of  all  such   necessary
approvals  of  Governmental  Authorities  and shall keep each other
informed of the status thereof.

(b)   The  Contributor   and  ATCLLC  will  use  all   commercially
reasonable  efforts to obtain  consents of all other third  parties
necessary to the consummation of the  transactions  contemplated by
this  Agreement.  The  Contributor  shall promptly notify ATCLLC of
any  failure or  anticipated  failure  to obtain any such  consents
and,  if  requested  by ATCLLC,  shall  provide  copies of all such
consents obtained by the Contributor to ATCLLC.

SECTION 7.4     Casualty.
                ---------

      The Contributor  shall bear the risk of all loss or damage to
the  Contributed  Assets  from all causes  through  the  Operations
Date.  If any of the  Contributed  Assets  is  damaged  by  fire or
other  casualty  prior to the  Operations  Date,  then the  parties
shall  proceed  to  Closing  without a  reduction  in the number of
Member  Units to be issued to the  Contributor  pursuant to Article
IV hereof and ATCLLC  shall  receive  an  assignment  of all right,
title and  interest in and to any  insurance  proceeds  relating to
such  casualty  but the  Contributor  shall  remain  liable  to pay
ATCLLC the amount of cash  necessary  to  complete  restoration  to
the extent the insurance proceeds are not sufficient.

SECTION 7.5     Access to Contributed Assets.
                -----------------------------

      The  Contributor  shall,  from the date of the  execution  of
this  Agreement,  until the  Closing  Date,  allow  ATCLLC  and its
designees  access at reasonable  times and places to any and all of
the Contributed Assets for the purpose of inspecting same.

SECTION 7.6     Continued Environmental Reporting.
                ----------------------------------

      To  the  extent  that   Environmental   Information   is  not
available  prior to June 30, 2001,  the  Contributor  shall provide
ATCLLC  with any  Environmental  Information  with  respect  to the
Contributed  Assets as such  information  is received or  completed
by the Contributor.
<PAGE>

SECTION 7.7     Continued Conveyance.
                ---------------------

      The  parties  intend that the  Contributed  Assets are all of
the assets  that the  Contributor  is  required to convey to ATCLLC
pursuant  to the  Reliability  2000  Legislation  and  PSCW  Docket
Number  05-EI-119.  To  the  extent  the  Contributor  retains  any
assets  required to be conveyed under such  legislation and related
regulatory  orders,  the  Contributor  shall  convey such assets to
ATCLLC,  and to the extent ATCLLC  receives any assets not required
to be  transferred,  ATCLLC  shall  re-convey  such  assets  to the
Contributor.

                                  ARTICLE VIII
                              CONDITIONS PRECEDENT

SECTION 8.1     Mutual Conditions Precedent.
                ----------------------------

      Each party's  obligation  to  consummate  the Closing of this
Agreement is conditioned upon each of the following:

(a)   No action,  suit,  proceeding or  investigation  by or before
any   Governmental   Authority   shall  have  been   instituted  or
threatened  which may restrain,  prohibit or invalidate  any of the
transactions  contemplated  by this  Agreement  or which may affect
the rights of ATCLLC to operate or control the  Contributed  Assets
or any part thereof on and after the Operations Date.

(b)   All required consents or approvals  relating to any Contract,
Lease or other  agreement of the  Contributor or ATCLLC having been
obtained,  other than those  which if not  obtained,  would not, in
the  aggregate,  have a  material  adverse  effect on  ATCLLC,  the
Contributor or any of the Contributed Assets.

(c)   The Contributor  and ATCLLC shall have received  (i) required
authorization  from the PSCW  approving  by an order  the  terms of
the  transfer of the  Contributed  Assets as  specified  in Section
196.485(5)(b)   of  the  Wisconsin   Statutes,   and   (ii) similar
approval  from  the   appropriate   regulatory   authority  of  the
jurisdiction in which a Contributed Asset is located, if required.

SECTION 8.2     Conditions Precedent to Obligations of ATCLLC.
                ----------------------------------------------

      All   obligations  of  ATCLLC  under  this  Agreement  to  be
performed  on and after the  Closing  Date  are,  at the  option of
ATCLLC,  subject to the  satisfaction  of the following  conditions
precedent on or before the Closing Date, as indicated below:

(a)   Proceedings   Satisfactory.    All   actions,    proceedings,
       -------------------------
instruments,  opinions  and  documents  required  to carry out this
Agreement  or  incidental  hereto,  and  all  other  related  legal
matters,  shall  be  reasonably   satisfactory  to  ATCLLC  and  to
counsel  for  ATCLLC.  The  Contributor  shall  have  delivered  to
ATCLLC on the Closing  Date such  documents  and other  evidence as
it may  reasonably  request in order to establish the  consummation
of   transactions   relating  to  the   execution,   delivery   and
performance  by the  Contributor  of this  Agreement,  the transfer
and  conveyance  of the  Contributed  Assets,  the execution of all
other   documents  or   instruments   required   hereby,   and  the
compliance  with the  conditions set forth in this Article VIII, in
form and substance reasonably satisfactory to ATCLLC.
<PAGE>

(b)   Instruments   of   Transfer   and  Other   Instruments.   The
      -------------------------------------------------------
Contributor  shall have  delivered  to  ATCLLC,  on or prior to the
Closing Date, the following:

(i)   the documents and instruments required by Article III;

(ii)  title insurance  policies meeting the requirements of Section
      3.11(a)(i)  insuring the Transmission  Only Transmission Line
      Fee Interests and Transmission Only  Transmission  Substation
      Fee Interests,  subject only to Permitted  Encumbrances,  and
      Surveys  with  respect to the  Transmission  Substation  Land
      Rights; and

(iii) such  other  documents  as may  reasonably  be  requested  to
      consummate the transfer of the Contributed Assets to ATCLLC.

(c)   Representations  and Warranties of the  Contributor  Correct.
      -------------------------------------------------------------
The  representations  and  warranties  made by the  Contributor  in
Article  V  shall  be  (and  tender  by  the   Contributor  of  any
documents  required  to be  delivered  of the  Closing  Date  shall
constitute a  representation  by the  Contributor as of the Closing
Date  and  the   Operations   Date   that,   except  as   otherwise
specifically  approved in writing by ATCLLC,  such  representations
and  warranties  of the  Contributor  are) true and  correct in all
material   respects  on  and  as  of  the  Closing   Date  and  the
Operations  Date with the same  force and effect as though all such
representations  and  warranties  had  been  made  on and as of the
Closing Date and the Operations Date.

(d)   Compliance  with  Terms  and   Conditions.   All  the  terms,
      -------------------------------------------
covenants,  agreements  and  conditions  of  this  Agreement  to be
complied  with and  performed by the  Contributor  on or before the
Closing  Date shall  have been (and  tender by the  Contributor  of
any  documents  required  to be  delivered  at the  Closing  by the
Contributor  shall constitute a  representation  by the Contributor
as of the  Closing  Date  that,  except as  otherwise  specifically
approved in writing by ATCLLC,  they have been)  complied  with and
performed in all material respects.

(e)   Investment  Banking  Opinion.  ATCLLC shall have  received an
      -----------------------------
opinion from a  nationally  recognized  investment  banking firm of
its choice that ATCLLC is able to finance,  at a  reasonable  cost,
its start-up  costs,  working  capital and  operating  expenses and
the cost of any new facilities that are planned.

(f)   Certificates.   The  Contributor   shall  have  delivered  or
      -------------
caused to be  delivered to ATCLLC all such  certificates,  dated as
of  the  Closing  Date,  as  ATCLLC  shall  reasonably  request  to
evidence  the  fulfillment  by the  Contributor  as of the  Closing
Date,  of the terms and  conditions  of this  Agreement,  including
the Foreign  Investment in Real Property Tax Act  certification and
affidavit substantially in the form of Exhibit 8.2(f) hereto.
                                       --------------
<PAGE>

(g)   Legal  Opinion of the  Contributor's  Counsel.  ATCLLC  shall
      ----------------------------------------------
receive the  favorable  opinion of  [___________________],  counsel
for the  Contributor,  addressed  to  ATCLLC  and  dated  as of the
Closing  Date,  in form and  substance  satisfactory  to ATCLLC and
substantially in the form of Exhibit 8.2(g) hereto.
                             --------------

SECTION 8.3     Conditions Precedent to Obligations of the Contributor.
                -------------------------------------------------------

      All obligations of the Contributor  hereunder to be performed
on  or  after  the   Closing   Date  are,  at  the  option  of  the
Contributor,   subject  to  the   satisfaction   of  the  following
conditions on or before the Closing Date, as indicated below:

(a)   Proceedings   Satisfactory.    All   actions,    proceedings,
      ---------------------------
instruments,  opinions  and  documents  required  to carry out this
Agreement  or  incidental   hereto  and  all  other  related  legal
matters shall be reasonably  satisfactory  to the  Contributor  and
counsel for the  Contributor.  ATCLLC  shall have  delivered to the
Contributor  on the Closing Date such  documents and other evidence
as the  Contributor  may  reasonably  request in order to establish
the  consummation  of  transactions   relating  to  the  execution,
delivery  and  performance  by  ATCLLC  of  this   Agreement,   the
acquisition  and  transfer  of  the  Contributed   Assets  and  the
compliance  with the  conditions set forth in this Article VIII, in
form and substance reasonably satisfactory to the Contributor.

(b)   Compliance  with  Terms  and   Conditions.   All  the  terms,
      ------------------------------------------
covenants  and  conditions  of this  Agreement to be complied  with
and  performed  by ATCLLC on or before the Closing  Date shall have
been (and the issuance by ATCLLC of Member  Units or any  documents
required  to  be   delivered   at  the  Closing  by  ATCLLC   shall
constitute  a  representation  by  ATCLLC  as of the  Closing  Date
that, except as otherwise  specifically  approved in writing by the
Contributor,  they have been)  complied  with and  performed in all
material respects.

(c)   Representations  and  Warranties of ATCLLC  Correct.  All the
      ----------------------------------------------------
representations  and  warranties  made  by  ATCLLC  in  Article  VI
hereinabove  shall be (and the  issuance by ATCLLC of Member  Units
or any  documents  required to be  delivered  at the Closing  shall
constitute  a  representation  by ATCLLC as of the Closing Date and
Operations  Date that,  except as otherwise  specifically  approved
in   writing  by  the   Contributor,   such   representations   and
warranties   of  ATCLLC  is)  true  and  correct  in  all  material
respects on and as of the  Closing  Date and  Operations  Date with
the same force and effect as though  all such  representations  and
warranties had been made on and as of the Closing Date.

(d)   Certificates.    ATCLLC   shall   have   delivered   to   the
      -------------
Contributor  all such  certificates,  dated as of the Closing Date,
as  the  Contributor  shall  reasonably  request  to  evidence  the
fulfillment  by ATCLLC,  as of the Closing  Date,  of the terms and
conditions of this Agreement.

(e)   Legal  Opinion of ATCLLC's  Counsel.  The  Contributor  shall
      ------------------------------------
receive the  favorable  opinions  of: (i) Michael Best & Friedrich,
LLP,  special counsel for ATCLLC,  addressed to the Contributor and
dated  the  Closing  Date,   in  form  and   substance   reasonably
satisfactory  to the  Contributor,  substantially  in the  form set
forth in  Exhibit  8.3(e)(i)  hereto  and (ii)  Hunton &  Williams,
          ------------------
special  counsel to ATCLLC,  addressed to the Contributor and dated
the Closing  Date, in form and  substance  reasonably  satisfactory
to  the  Contributor,  substantially  in  the  form  set  forth  in
Exhibit 8.3(e)(ii) hereto.
-------------------
<PAGE>

                                   ARTICLE IX
                                 INDEMNIFICATION

SECTION 9.1     Indemnification.
                ----------------

(a)   General.
      --------

(i)   Except as otherwise  provided in Section  9.1(a)(ii),  (b) or
      (d), each party shall  indemnify and hold the other  harmless
      for any liabilities,  losses, damages and expenses (including
      attorneys fees and expenses)  relating to such party's breach
      of any  representation  or warranty or failure to fulfill any
      covenant or agreement  contained herein;  provided,  however,
      that  neither  party  shall  be  liable  under  this  Section
      9.1(a)(i)  to the other party in  contract,  tort,  warranty,
      strict  liability or any other legal theory for any indirect,
      consequential, incidental, punitive or exemplary damages.

(ii)  Further,  each  party  shall  indemnify  and hold  the  other
      harmless from and against any  liabilities,  losses,  damages
      and expenses  (including  attorney fees and expenses)  caused
      by the indemnifying  party's  negligent or wrongful act on or
      related to a Joint Use Transmission  Substation Land Right or
      Joint Use  Transmission  Line Land  Right or  related  to any
      joint use  facility,  and incurred by the other party hereto.
      This  reciprocal  hold harmless and indemnity  shall apply to
      any wrongful act or negligence of the indemnifying  party, or
      its  agents,   contractors,   employees  or  invitees.   Acts
      "related  to" in this  paragraph  means acts which  occur not
      only on the  property or at the facility but in the course of
      ingress or egress on or over the lands of the other  party or
      adjacent lands.

(b)   Environmental.  The  Contributor  agrees to indemnify  ATCLLC
      --------------
and each Person  potentially  liable through ATCLLC,  including its
officers, directors,  shareholders,  employees and agents, from and
against all  Environmental  Liabilities  relating to  Environmental
Claims.

(c)   Burden of Proof.  The  Contributor  shall  bear the burden of
      ----------------
proving  that an  Environmental  Claim did not arise from an action
or omission that occurred prior to the Operations Date.

(d)   Land  Rights.  The  Contributor  agrees to  indemnify  ATCLLC
      -------------
with   respect  to  any  bona  fide  dispute   regarding   (i)  the
Contributor's  right  to  assign  or  convey  any  parcel  or right
therein;  (ii) the  validity or  assignability  of any  easement or
lease;  or (iii)  the  validity  of any  deed,  but only  where the
Contributor  does not cause title  insurance  to be  provided  with
respect  thereto;  in each case  where it would be  reasonable  and
prudent for ATCLLC to  exercise  its  condemnation  power and where
such defect has not previously  been resolved  through the exercise
of prescriptive  rights. The indemnification  obligation  hereunder
shall be  limited to the  reasonable  costs  incurred  by ATCLLC to
condemn the applicable parcel,  including without  limitation,  the
condemnation  award,   attorneys  fees  and  other  costs  incurred
relative to such  condemnation  award and shall include  reasonable
internal  costs  (e.g.,  ATCLLC  staff or internal  ATCLLC  counsel
expense).
<PAGE>

SECTION 9.2     Notice of Proceedings.
                ----------------------

      Each party shall promptly  notify the other party of any loss
or  proceeding in respect of which such  notifying  party is or may
be  entitled  to  indemnification  pursuant  to Section  9.1.  Such
notice shall be given as soon as reasonably  practicable  after the
relevant  party becomes  aware of the claim or proceeding  and that
such  claim  or  proceeding  may  give  rise to an  indemnification
obligation.  The  delay or  failure  of such  indemnified  party to
provide  the notice  required  pursuant  to this  Section 9.2 shall
not  release the other  party from any  indemnification  obligation
which  it may  have to such  indemnified  party  except  (i) to the
extent  that  such  failure  or  delay   materially  and  adversely
affected  the  indemnifying  party's  ability to defend such action
or  increased   the  amount  of  the  claim,   and  (ii)  that  the
indemnifying  party  shall not be liable for any costs or  expenses
of the  indemnified  party  in the  defense  of  the  claim,  suit,
action or proceeding during such period of failure or delay.

SECTION 9.3     Defense of Claims.
                ------------------

(a)   Unless  and  until the  indemnifying  party  acknowledges  in
writing its  obligation to indemnify the  indemnified  party to the
extent  required  pursuant to this Article IX, and assumes  control
of  the  defense  of  a  claim,   suit,  action  or  proceeding  in
accordance  with Section 9.3(b),  the indemnified  party shall have
the  right,  but  not  the  obligation,   to  contest,  defend  and
litigate,  with counsel of its own  selection,  any claim,  action,
suit or proceeding  by any third party alleged or asserted  against
such party in respect  of,  resulting  from,  related to or arising
out of any  matter  for  which  it is  entitled  to be  indemnified
hereunder,  and the reasonable  costs and expenses thereof shall be
subject  to the  indemnification  obligations  of the  indemnifying
party hereunder.

(b)   Upon  acknowledging in writing its obligation to indemnify an
indemnified  party to the extent required  pursuant to this Article
IX and paying  all  reasonable  costs  incurred  by an  indemnified
party in its defense,  including,  without limitation,  legal fees,
the  indemnifying  party shall be entitled,  at its option (subject
to Section  9.3(d)),  to assume  and  control  the  defense of such
claim,  action,  suit or  proceeding at its expense with counsel of
its  selection,  subject to the prior  reasonable  approval  of the
indemnified party.

(c)   Neither  the  indemnifying  party nor the  indemnified  party
shall be entitled to settle or compromise  any such claim,  action,
suit  or  proceeding  without  the  prior  written  consent  of the
other;  provided,  however,  that  after  agreeing  in  writing  to
indemnify  the  indemnified  party,  the  indemnifying  party  may,
subject to Section  9.3(d),  settle or compromise any claim without
the approval of the  indemnified  party.  Except where such consent
is  unreasonably  withheld,  if a party settles or compromises  any
claim,  action,  suit or  proceeding  in  respect of which it would
otherwise  be  entitled  to be  indemnified  by  the  other  party,
without the prior  written  consent of the other  party,  the other
party shall be excused from any  obligation  to indemnify the party
making  such   settlement   or   compromise   in  respect  of  such
settlement or compromise.

(d)   Following the acknowledgment of the  indemnification  and the
assumption  of the defense by the  indemnifying  party  pursuant to
Section  9.3(b),  the  indemnified  party  shall  have the right to

<PAGE>

employ its own counsel and such  counsel  may  participate  in such
action,  but the fees and expenses of such counsel  shall be at the
expense of such indemnified  party,  when and as incurred,  unless:
(i) the  employment of counsel by such  indemnified  party has been
authorized  in  writing  by  the  indemnifying   party;   (ii)  the
indemnified    party   shall   have   reasonably    concluded   and
specifically  notified the  indemnifying  party that there may be a
conflict  of  interest  between  the  indemnifying  party  and  the
indemnified  party in the  conduct of the  defense of such  action;
(iii)  the  indemnifying  party  shall  not in fact  have  employed
independent  counsel  reasonably  satisfactory  to the  indemnified
party to assume the  defense of such  action and shall have been so
notified by the indemnified  party;  or (iv) the indemnified  party
shall have  reasonably  concluded  and  specifically  notified  the
indemnifying  party that there may be specific  defenses  available
to it which are different  from or  additional  to those  available
to the  indemnifying  party or that  such  claim,  action,  suit or
proceeding  involves or could have a material  adverse  effect upon
the  indemnified  party  beyond  the  scope of this  Agreement.  If
clause  (ii),  (iii)  or (iv) of the  preceding  sentence  shall be
applicable,  then counsel for the indemnified  party shall have the
right  to  direct  the  defense  of  such  claim,  action,  suit or
proceeding on behalf of the  indemnified  party and the  reasonable
fees  and   disbursements   of  such   counsel   shall   constitute
reimbursable legal or other expenses hereunder.

SECTION 9.4     Subrogation.
                ------------

      Upon payment of any  indemnification  by a party  pursuant to
Section 9.1, the  indemnifying  party,  without any further action,
shall be  subrogated  to any and all  claims  that the  indemnified
party may have relating  thereto,  and such indemnified party shall
at the  request  and expense of the  indemnifying  party  cooperate
with the  indemnifying  party and give at the  request  and expense
of  the   indemnifying   party  such  further   assurances  as  are
necessary   or   advisable   to  enable  the   indemnifying   party
vigorously to pursue such claims.

                                   ARTICLE X
                                    CLOSING

SECTION 10.1     The Closing Date.
                 -----------------

      The closing (the "Closing")  shall occur on December 29, 2000
(the  "Closing  Date") at the offices of Michael  Best & Friedrich,
LLP,  which are  located  at One South  Pinckney  Street,  Madison,
Wisconsin  53701-1806  at 9:00  a.m.  or as soon  thereafter  as is
practicable.  The effective date of the  contribution  and transfer
of the Contributed  Assets shall be 12:01 a.m.  Central Time on the
Operations  Date.  On the Closing  Date,  the parties agree to take
the actions  required by this  Agreement and all such actions shall
be deemed to have occurred simultaneously.

SECTION 10.2     Closing Costs.
                 --------------

(a)   ATCLLC  shall pay the cost of  recording  the deeds and other
instruments  conveying  any real property to ATCLLC and the fees of
any title company for handling the Closing.

(b)   The  Contributor   shall  pay  all  state,   county  and,  if
applicable,  municipal  transfer  taxes  levied on the  Contributed
Assets;  the costs and expenses of any title  insurance and surveys
required  hereunder;  and all costs and expenses of releasing liens
and security interests on any of the Contributed Assets.
<PAGE>

(c)   Each party  shall pay the fees and  expenses of its own legal
counsel.

SECTION 10.3     Prorations.
                 -----------

      The  following  items shall be prorated and adjusted  between
the  parties  or paid at  Closing:  (i) ad  valorem  taxes  on real
property  shall  be  prorated  on a  calendar  year  basis  to  the
Operations  Date;  (ii) ad valorem taxes on personal  property,  if
any,  shall be prorated on a calendar year basis to the  Operations
Date;  and  (iii) rents  and other charges due under a Transmission
Substation   Lease,   Transmission   Line  Lease  or  other  leased
property  that is a  Contributed  Asset  shall be  prorated  to the
Operations  Date.  If the Closing  shall occur before the tax rates
are fixed for any ad valorem  taxes to be prorated  hereunder,  the
apportionment  of such  taxes  shall be upon the  basis of the most
recent  ascertainable  taxes, and shall be re-prorated and adjusted
between  the  parties  upon   availability   of  the  actual  bills
therefor.

SECTION 10.4     Default and Remedies.
                 ---------------------

      In the event that the  Contributor  fails to  consummate  the
transactions  described  in this  Agreement  for any  reason  other
than ATCLLC's  default,  such  Contributor  shall be in default and
ATCLLC  may  obtain  specific  performance  of this  Agreement.  If
ATCLLC shall fail to consummate the  transaction  described in this
Agreement  in  accordance  with its terms,  except by reason of the
Contributor's   default,   ATCLLC  shall  be  in  default  and  the
Contributor shall be entitled,  as its own exclusive  remedies,  to
obtain specific performance of this Agreement.

                                   ARTICLE XI
                                  POST CLOSING

SECTION 11.1     Further Assurances.
                 -------------------

      Subject  to  the  terms  of  this  Agreement,   each  of  the
Contributor  and ATCLLC  will use its  reasonable  efforts to take,
or cause to be taken,  all  action to do, or cause to be done,  all
things or execute any documents  necessary,  proper or advisable to
consummate  and make  effective the  transactions  contemplated  by
this  Agreement.  On and after  the  Closing  Date the  Contributor
and  ATCLLC  will  take  all  reasonably   appropriate  action  and
execute  any  documents,  instruments  or  conveyances  of any kind
which  may  be  reasonably  necessary  to  carry  out  any  of  the
provisions hereof and correct patent errors and omissions.

SECTION 11.2      Survival of Representations, Warranties and Agreement.
                  ------------------------------------------------------

      Regardless  of any  investigation  at any time  made by or on
behalf of a party or of any  information  any  party may have,  all
representations   and  warranties   shall  be  unaffected  and  the
parties  may rely  fully on such  representations  and  warranties.
This Agreement  shall survive the  Operations  Date for a period of
three  years;  provided,  however,  that  (i)  any  indemnification
obligation   pursuant  to  Section  9.1(a)(ii)  shall  survive  the
Closing   indefinitely,   (ii)   any   indemnification   obligation
pursuant to Section  9.1(b) shall  survive the Closing for a period
of 25 years, and (iii) any  indemnification  obligation pursuant to
Section  9.1(d)  shall  survive  the  Closing  for a period  of ten
years.
<PAGE>

SECTION 11.3     Access to Records.
                 ------------------

(a)   The  Contributor  shall  provide  ATCLLC  with  originals  or
copies  of  all  design  drawings,   electrical   diagrams,   maps,
operations  and  maintenance  records,   materials  standards,  and
manuals  regarding  employee safety and equipment  operation in its
possession  and  necessary  or useful  for  ATCLLC to  operate  and
maintain  the  Contributed  Assets  consistent  with  Good  Utility
Practice.

(b)   Each party may review other  information and records relating
to the  Contributed  Assets in the other party's  possession at the
business   locations  where  such  other  information  is  normally
located,   during  normal  business  hours,   and  upon  reasonable
notice.  In the  alternative,  such other  information  and records
may be provided  in  electronic  form or hard copy,  as the parties
may agree.

(c)   Neither   party   shall   charge  the  other  for  any  costs
associated  with  complying with this Section 11.3 during the first
four years  following  the  Operations  Date  except as the parties
may otherwise  agree.  Thereafter,  the party  seeking  information
and records of the other party  shall pay the  reasonable  costs of
the other  party for  providing  such  information  and  records or
access thereto.

                                  ARTICLE XII
                                 MISCELLANEOUS

SECTION 12.1     Notices.
                 --------

      All notices, consents,  requests, demands, offers, reports or
other  communications  required or permitted  to be given  pursuant
to this  Agreement  shall be in  writing  and  considered  properly
given or made when  personally  delivered  to the  person  entitled
thereto  when sent by certified or  registered  United  States mail
in a  sealed  envelope,  with  postage  prepaid,  or  when  sent by
overnight  courier,  addressed  as set forth  below.  Any party may
change  its  address  by  given   notice  to  the  other  party  as
aforesaid.

      If to ATCLLC:

           American Transmission Company LLC
           c/o ATC Management Inc.
           N16 W23217 Stone Ridge Drive
           Waukesha, WI  53187
           Attention: Walter Woelfle
<PAGE>

      If to the Contributor:

           _____________________________
           _____________________________
           _____________________________
           Attention: _____________________________

      With a copy to:

           _____________________________
           _____________________________
           _____________________________
           Attention: _____________________________

SECTION 12.2     Entire Agreement.
                 -----------------

      This  Agreement   embodies  the  entire   understanding   and
agreement  between the parties  concerning the Contributed  Assets,
and supersedes any and all prior  negotiations,  understandings  or
agreements with respect thereto.

SECTION 12.3     Interpretation and Construction.
                 --------------------------------

      The headings and captions in this  Agreement are inserted for
convenience and  identification  only and are in no way intended to
define,  limit or expand the scope and intent of this  Agreement or
any  provision  hereof.  The  references to Sections or Articles in
this  Agreement  are to Sections  and  Articles of this  Agreement,
except where  otherwise  indicated.  Where the context so requires,
the  masculine  shall  include the  feminine  and the  neuter,  and
singular shall include the plural.

SECTION 12.4    Counterparts.
                -------------

      This  Agreement  may  be  executed  in  multiple  counterpart
copies,  each of which shall be  considered  an original and all of
which shall constitute one and the same instrument.

SECTION 12.5     Binding on Successors and Assignment.
                 -------------------------------------

      This  Agreement  and all of the terms and  provisions  hereof
shall be binding  upon,  and inure to the  benefit  of, the parties
and  their  respective  successors  and  assigns.  ATCLLC  shall be
entitled to assign this  Agreement to any Person that  acquires the
Contributed Assets.

SECTION 12.6     Governing Law.
                 --------------

      This  Agreement,  and  the  rights  and  obligations  of  the
parties  hereto shall be governed by and  construed  in  accordance
with the laws of the  State of  Wisconsin,  except  insofar  as the
laws  of  another  jurisdiction  require  the  application  of such
jurisdiction's   laws  with  respect  to  matters   affecting  real
property located in such other jurisdiction.
<PAGE>

SECTION 12.7      Severability.
                  -------------

      If  any  provision  of  this  Agreement  or  the  application
thereof to any Person or  circumstance  shall,  to any  extent,  be
held  to be  invalid  or  unenforceable  in any  jurisdiction,  the
validity and  enforceability  of the  Agreement or the  application
of such provision to any other Persons or  circumstances  shall not
be affected  thereby,  and each provision of this  Agreement  shall
be valid and  enforceable  to the extent  permitted by law in every
jurisdiction.

SECTION 12.8    Amendments and Waivers.
                -----------------------

      This  Agreement  may be amended only by a written  instrument
executed  by ATCLLC and the  Contributor.  Either  party may extend
the time for or waive  the  performance  of any  obligation  of the
other  party,  waive any  inaccuracies  in the  representations  or
warranties  of such party,  or waive  compliance by such party with
any of the terms and conditions  contained in this  Agreement.  Any
such  extension  or waiver  shall be in writing and executed by the
party granting the waiver.

           [remainder of page intentionally left blank]


<PAGE>


      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused this
Agreement to be executed by their duly  authorized  representatives
as of the date first set forth above.

                               American Transmission Company LLC


                               By:  ATC Management Inc., its
                               Manager



                               By:____________________________________
                                  Name:
                                  Title:

                               [Contributor]




                               By:_____________________________________
                                  Name:
                                  Title:


<PAGE>



                             SCHEDULES


3.2    Identification of Transmission Lines

       (a) Transmission Only Transmission Lines

           (i)  Fee Interests

           (ii) Easements

           (iii)Leases

       (b) Incidental Use Transmission Lines

           (i)  Fee Interests

           (ii) Easements

           (iii)Leases

       (c) Joint Use Transmission Lines

           (i)   Fee Interests

           (ii)  Easements

           (iii) Leases

3.3    Identification of Transmission Substations

      (a)  Transmission Only

           (i)   Fee Interests

           (ii)  Easements

           (iii) Leases

       (b) Joint Use Transmission Substations

           (i)   Fee Interests

           (ii)  Easements

           (iii) Leases

3.4    Permits
<PAGE>

3.5(a) Contracts

3.5(b) Pole Attachments

3.5(c) Agreements regarding Fiber Optic Cable

3.6    Construction Work In Progress

3.7    Personal Property

3.8    Inventory

3.9    Warranties

3.12   Documented Construction Projects

3.13   [Stoughton Operations Center]

5.4    Third Party Consents

5.5    Litigation

5.7    Leases   other  than   Transmission   Line   Easements   and
       Transmission Substation Easements

7.2    Project Map

<PAGE>

                             EXHIBITS


3.2    Transmission Line Conveyance Instruments

       (a) Transmission Only

           (i)   Form of Deed

           (ii)  Form of Easement Assignment

           (iii) Form of Lease Assignment

       (b) Incidental Use

           (i)   Form of Deed

           (ii)  Form of Easement Assignment

           (iii) Form of Lease Assignment

       (c) Joint Use

           (i)   Form of Grant of Easement

           (ii)  Form of Easement Assignment

           (iii) Form of Lease Assignment

       (d) Bill of Sale for Transmission Facilities

3.3 Transmission Substation Conveyance Instruments

       (a) Transmission Only

           (i)   Form of Deed

           (ii)  Form of Easement Assignment

           (iii) Form of Lease Assignment

       (b) Joint Use

           (i)   Form of Grant of Easement

           (ii)  Form of Easement Assignment

           (iii) Form of Lease Assignment
<PAGE>

       (c) Bill of Sale for Substation Transmission Facilities

3.4    Assignment of Permits

3.5(a) Assignment of Contracts

3.5(b) Form of Pole Attachment Agreement

3.5(c) Form of Agreement regarding Fiber Optic Cable

3.6    Construction Work in Progress

       (a) Form of Deed

       (b) Form of Bill of Sale

       (c) Form of Assignment

3.7    Bill of Sale for Personal Property

3.8    Bill of Sale for Inventory

3.9    Form of Warranty Assignment

3.11(b)    Form of Escrow Agreement-Subdivided Parcel

3.13   [Deed and Bill of Sale for Stoughton Operations Center]

8.2(f) FIRPTA Certificate

8.2(g) Opinion of Contributor's Counsel

8.3(e)(i)  Opinion of Michael Best Friedrich, LLP

8.3(e)(ii) Opinion of Hunton & Williams