<PAGE>

                                                                    Exhibit 10.3

                                                               EXECUTION VERSION

         An asterisk ([*]) indicates that confidential information has been
omitted and filed separately with the Securities and Exchange Commission as part
of a Confidential Treatment Request.


--------------------------------------------------------------------------------


                                    AGREEMENT
                                       FOR


                            ENGINEERING, PROCUREMENT
                            AND CONSTRUCTION SERVICES


                                     BETWEEN


                               AES IRONWOOD, INC.
                                    ("OWNER")


                                       AND


                              SIEMENS WESTINGHOUSE
                                POWER CORPORATION
                                 ("CONTRACTOR")


--------------------------------------------------------------------------------


                                   Dated as of


                               September 23, 1998
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE 1  DEFINITIONS.........................................................1

   1.1   DEFINITIONS...........................................................1

ARTICLE 2.  CONTRACTOR'S SERVICES AND OTHER OBLIGATIONS.......................19

   2.1   SERVICES TO BE PERFORMED.............................................19
   2.2   COMMENCEMENT OF THE SERVICES.........................................40
   2.3   PERFORMANCE..........................................................43
   2.4   COMPLIANCE WITH APPLICABLE LAWS, APPLICABLE PERMITS AND
         THE GUARANTEED EMISSIONS LIMITS......................................45
   2.5   SAFETY PRECAUTIONS...................................................45

ARTICLE 3  SUBCONTRACTS.......................................................47

   3.1   MAJOR SPECIALTY CONSULTANTS, SUBCONTRACTORS AND EQUIPMENT
         SUPPLIERS............................................................47
   3.2   PURCHASE ORDERS AND SUBCONTRACTS.....................................48
   3.3   PAYMENTS TO SUBCONTRACTORS...........................................48
   3.4   SUBCONTRACTOR WARRANTIES.............................................48
   3.5   SUBCONTRACTOR INSURANCE..............................................49
   3.6   NO PRIVITY WITH SUBCONTRACTORS.......................................49
   3.7   REVIEW AND APPROVAL NOT RELIEF OF CONTRACTOR'S LIABILITY.............49
   3.8   ASSIGNABILITY OF SUBCONTRACTS........................................50
   3.9   QUALITY CONTROL......................................................50

ARTICLE 4  PRICE AND PAYMENT..................................................50

   4.1   CONTRACT PRICE.......................................................50
   4.2   PAYMENT SCHEDULE.....................................................50
   4.3   PRICE ADJUSTMENTS....................................................54
   4.4   PAYMENT UPON TERMINATION.............................................55
   4.5   NO PAYMENT IN THE EVENT OF MATERIAL BREACH...........................57
   4.6   ALL PAYMENTS SUBJECT TO RELEASE OF CLAIMS............................57
   4.7   PAYMENT OR USE NOT ACCEPTANCE........................................59
   4.8   SET-OFF..............................................................59

ARTICLE 5  OWNER SERVICES.....................................................59

   5.1   REPRESENTATIVE.......................................................59
   5.2   FACILITY SITE........................................................60
   5.3   PERMITS AND REAL ESTATE RIGHTS.......................................60
   5.4   START-UP PERSONNEL...................................................61
   5.5   WATER, SPARE PARTS AND CONSUMABLES...................................61
   5.6   UTILITIES............................................................62
   5.7   FUEL.................................................................62
   5.8   ELECTRIC INTERCONNECTION.............................................63
   5.9   OWNER'S FAILURE TO MEET OBLIGATIONS..................................63
   5.10  APPROVALS............................................................63
   5.11  ADMINISTRATION OF THIRD PARTY PROJECT AGREEMENTS.....................64
   5.12  AES PRE-FINANCIAL CLOSING GUARANTY...................................64

ARTICLE 6  COMPLETION AND ACCEPTANCE OF PROJECT...............................64

   6.1   PROJECT START-UP; MECHANICAL COMPLETION..............................64
   6.2   PERFORMANCE TESTS [AND PPA OUTPUT TESTS].............................67
   6.3   PROVISIONAL PERFORMANCE ACCEPTANCE...................................70

                                      (i)
<PAGE>

                                                                            Page
                                                                            ----
   6.3   PROVISIONAL ACCEPTANCE...............................................74
   6.5   FINAL ACCEPTANCE.....................................................76
   6.6   RELIABILITY RUN......................................................83
   6.7   PROJECT COMPLETION...................................................85

ARTICLE 7  COMPLETION DATES...................................................86

   7.1   GUARANTEED COMPLETION DATE...........................................86
   7.2   GUARANTEED COMPLETION DATE PRICE REBATES.............................87
   7.3   NOT USED.............................................................88
   7.4   REBATES REASONABLE; PAYMENT OF REBATES; EXCLUSIVE REMEDY.............88
   7.5   EARLY COMPLETION BONUS...............................................89
   7.6   ACHIEVEMENT OF CONSTRUCTION PROGRESS MILESTONES......................90

ARTICLE 8  PRICE REBATE FOR FAILURE TO MEET PERFORMANCE GUARANTEES............92

   8.1   PERFORMANCE GUARANTEES...............................................92
   8.2   REBATES REASONABLE...................................................98
   8.3   PAYMENT OF PERFORMANCE REBATES AND BONUS............................100

ARTICLE 9  LIABILITY AND DAMAGES.............................................102

   9.1   LIMITATION OF LIABILITY.............................................102
   9.2   CONSEQUENTIAL DAMAGES...............................................102
   9.3   AGGREGATE LIABILITY OF CONTRACTOR...................................103

ARTICLE 10  WARRANTIES AND GUARANTEES........................................103

   10.1  WARRANTIES AND GUARANTEES...........................................103
   10.2  NO LIENS OR ENCUMBRANCES............................................105
   10.3  LIMITATION OF WARRANTIES............................................106

ARTICLE 11  FORCE MAJEURE....................................................107

   11.1  FORCE MAJEURE EVENT.................................................107
   11.2  BURDEN OF PROOF.....................................................107
   11.3  EXCUSED PERFORMANCE.................................................107

ARTICLE 12  SCOPE CHANGES....................................................108

   12.1  FURTHER REFINEMENT, CORRECTIONS AND DETAILING NOT SCOPE
         CHANGES.............................................................108
   12.2  SCOPE CHANGES.......................................................109
   12.3  PROCEDURE FOR SCOPE CHANGES.........................................109
   12.4  SCOPE CHANGES DUE TO CONTRACTOR ERROR...............................110
   12.5  SCOPE CHANGES DUE TO CHANGES IN LAW AND PERMITS.....................111
   12.6  FAMILIARITY WITH CONDITIONS AND DOCUMENTATION.......................111
   12.7  EFFECT OF FORCE MAJEURE EVENT.......................................112
   12.8  PRICE CHANGE........................................................112
   12.9  CONTINUED PERFORMANCE PENDING RESOLUTION OF DISPUTES................113
   12.10 DOCUMENTATION.......................................................113
   12.11 QUALITATIVE ENGINEERING.............................................113
   12.12 HAZARDOUS MATERIALS.................................................114

ARTICLE 13  INDEMNIFICATION..................................................115

   13.1  GENERAL INDEMNIFICATION.............................................115
   13.2  ADDITIONAL INDEMNIFICATION..........................................115
   13.3  PATENT AND COPYRIGHT INDEMNIFICATION................................116
   13.4  HAZARDOUS MATERIALS LIABILITY.......................................117
   13.5  NOTICE AND LEGAL DEFENSE............................................118
   13.6  FAILURE TO DEFEND ACTION............................................118
   13.7  SURVIVAL............................................................119

                                      (ii)
<PAGE>

                                                                            Page
                                                                            ----
ARTICLE 14  INSURANCE........................................................119

   14.1  GENERAL.............................................................119
   14.2  WORKER'S COMPENSATION INSURANCE.....................................119
   14.3  COMMERCIAL GENERAL LIABILITY INSURANCE..............................119
   14.4  AUTOMOBILE LIABILITY INSURANCE......................................120
   14.5  COMMERCIAL UMBRELLA AND/OR EXCESS INSURANCE.........................120
   14.6  SEVERABILITY OF INTEREST............................................120
   14.7  BUILDER'S RISK INSURANCE............................................120
   14.8  OCEAN MARINE CARGO INSURANCE........................................121
   14.9  SUBCONTRACTOR INSURANCE.............................................122
   14.10 WAIVER OF SUBROGATION...............................................122
   14.11 CONTRACTOR'S WAIVER.................................................122
   14.12 EVIDENCE OF COVERAGE................................................123
   14.13 CONTRACTOR'S OR RENTED EQUIPMENT....................................123
   14.14 DESCRIPTIONS NOT LIMITATIONS........................................124
   14.15 COST OF PREMIUMS, RISK OF LOSS AND DEDUCTIBLES......................124
   14.16 ADDITIONAL INSUREDS.................................................126
   14.17 NO LIMITATION OF LIABILITY..........................................126
   14.18 INSURANCE PRIMARY...................................................127

ARTICLE 15  TERMINATION......................................................127

   15.1  TERMINATION FOR OWNER'S CONVENIENCE.................................127
   15.2  TERMINATION BY CONTRACTOR...........................................129
   15.3  CONSEQUENCES OF TERMINATION.........................................130
   15.4  SURVIVING OBLIGATIONS...............................................132

ARTICLE 16  DEFAULT AND REMEDIES.............................................133

   16.1  CONTRACTOR'S DEFAULT................................................133
   16.2  OWNER'S RIGHTS AND REMEDIES.........................................136

ARTICLE 17  ASSIGNMENT.......................................................137

   17.1  CONSENT REQUIRED....................................................137
   17.2  SUCCESSORS AND ASSIGNS..............................................139

ARTICLE 18  DESIGN DOCUMENTS.................................................139

   18.1  OWNER REVIEW........................................................139
   18.2  REVIEW NOT RELEASE OF OBLIGATIONS...................................139
   18.3  FINAL DOCUMENTS.....................................................140
   18.4  OWNERSHIP...........................................................140

ARTICLE 19  CONFIDENTIAL INFORMATION.........................................140

   19.1  CONFIDENTIALITY.....................................................140
   19.2  PUBLICITY RELEASES..................................................142

ARTICLE 20  INSPECTION.......................................................143

   20.1  PROJECT INSPECTION..................................................143
   20.2  SUBSURFACE CONDITIONS...............................................143
   20.3  SOIL AND TERRAIN INSPECTION.........................................144

ARTICLE 21  DISPUTE RESOLUTION...............................................145

   21.1  DISPUTE RESOLUTION..................................................145
   21.2  PERFORMANCE DURING DISPUTE..........................................146

                                     (iii)
<PAGE>

                                                                            Page
                                                                            ----
ARTICLE 22  COST RECORDS; AUDITS.............................................146

   22.1  MAINTENANCE OF RECORDS..............................................146
   22.2  INSPECTION OF BOOKS, RECORDS AND AUDIT RIGHTS.......................146
   22.3  QUALITY AUDITS......................................................146

ARTICLE 23  INDEPENDENT CONTRACTOR...........................................147

   23.1  CONTRACTOR AS INDEPENDENT CONTRACTOR................................147

ARTICLE 24  REPRESENTATIONS AND WARRANTIES...................................147

   24.1  REPRESENTATIONS AND WARRANTIES OF CONTRACTOR........................147
   24.2  REPRESENTATIONS AND WARRANTIES OF OWNER.............................149

ARTICLE 25  MISCELLANEOUS....................................................151

   25.1  PAST DUE AMOUNTS....................................................151
   25.2  DELAY NOT WAIVER....................................................151
   25.3  NO SET-OFF, DEDUCTION OR COUNTERCLAIM BY CONTRACTOR.................151
   25.4  CHOICE OF LAW.......................................................151
   25.5  SEVERABILITY........................................................151
   25.6  NOTICE..............................................................152
   25.7  SECTION HEADINGS....................................................153
   25.8  ENTIRE AGREEMENT....................................................153
   25.9  AMENDMENTS..........................................................153
   25.10 CONFLICTING PROVISIONS..............................................153
   25.11 NO THIRD PARTY RIGHTS...............................................153
   25.12 OWNER'S OBLIGATIONS NON-RECOURSE....................................154
   25.13 SURVIVAL OF PROVISIONS..............................................154
   25.14 TITLE TO THE PROJECT................................................154
   25.15 NOT USED............................................................154
   25.16 TRANSFER............................................................154
   25.17 COUNTERPARTS........................................................155

                                      (iv)
<PAGE>

                                   APPENDICES

         Appendix A      Scope of Services

         Appendix B      Payment and Milestone Schedule

         Appendix C      Project Schedule

         Appendix D      Performance Test Plan

         Appendix E      Approved Subcontractors List

         Appendix F      Applicable Permits

         Appendix G      Real Estate Rights Required by Contractor

         Appendix H      Facility Site Description

         Appendix I-1    Form of Contractor's Final Waiver and Release

         Appendix I-2    Form of Contractor's Interim Waiver and Release

         Appendix I-3    Form of Subcontractor's Final Waiver and Release

         Appendix J-1    Form of Preliminary Notice to Proceed
                         (Pre-EPC Agreement dated March __, 1998)

         Appendix J-2    Form of Provisional Notice to Proceed

         Appendix J-3    Form of Notice to Proceed (Full Construction Release)

         Appendix K      Quality Assurance Plan

         Appendix L      Form of EPC Guaranty

         Appendix M      Form of AES Pre-Financial Closing Guaranty

         Appendix N      Construction Progress Milestones

         Appendix O      Scope Options

         Appendix P      Table of Submittals and Approvals

         Appendix Q      List of Key Personnel

         Appendix R      Warranty Data Sheet

         Appendix S      NOT USED

         Appendix T      NOT USED

         Appendix U      Certain Subcontracts

                                      (v)
<PAGE>

                  AGREEMENT dated as of September 23, 1998 by and between AES
IRONWOOD, INC., a Delaware corporation ("Owner"), and SIEMENS WESTINGHOUSE POWER
CORPORATION, a Delaware corporation ("Contractor").

                              W I T N E S S E T H :

                  WHEREAS, Contractor desires to provide and Owner desires to
obtain engineering, design, procurement, construction and related services for
the Project, all of which shall be provided on a lump sum, fixed price, turnkey
contract basis and in accordance with the terms and conditions herein specified;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows:


                                    ARTICLE 1
                                   Definitions

                  1.1 Definitions. As used in this Agreement, the following
terms shall have the following meanings (such meanings as necessary to be
equally applicable to both the singular and plural forms of the terms defined):

                  "Accepted Electrical Practices" means those practices,
methods, standards, and equipment commonly used, from time to time, in
electrical engineering and operations to operate electrical equipment with
safety, dependability and efficiency and in accordance with the National
Electrical Safety Code, the National Electrical Code and the standards of the
Institute of Electrical and Electronic Engineers, the National Electrical
Manufacturers Association, the North American Electric Reliability Council, the
MidAtlantic Area Council, any regional power pool in which the Utility is a
participant, and the American National Standards Institute and any other
applicable statutes, codes, regulations and/or standards.

                  "AES" shall have the meaning set forth in Section 2.2 hereof.

                  "AES Pre-Financial Closing Guaranty" shall have the meaning
set forth in Section 2.2 hereof.
<PAGE>

                  "Agreement" means the Contract Document, all written
amendments, modifications and supplements hereto, all Scope Change Orders, and
the Appendices hereto, all of which by this reference are incorporated herein.

                  "Applicable Laws" means all laws, treaties, ordinances,
judgments, decrees, injunctions, writs and orders of any court, arbitrator or
governmental agency or authority, and rules, regulations, orders and
interpretations of any federal, state, county, municipal, regional,
environmental or other governmental body, instrumentality, agency, authority,
court or other body having jurisdiction over the Project and any activity
conducted at or in connection with the Project or on the Facility Site,
including, without limitation, construction of the Project on the Facility Site,
use or disposal of any Hazardous Material, transmission of electricity to the
Utility, performance of the Services, or operation of the Facility, as all of
the foregoing may be applicable and in effect from time to time.

                  "Applicable Permits" means all Permits required to be obtained
or maintained in connection with the construction of the Project on the Facility
Site, the transportation of all equipment and other items necessary for the
Project, the transmission of electricity to the Utility, the performance of the
Services, or the operation of the Project, as may be in effect from time to
time.

                  "Approved Plan" means a Plan approved by Owner and the
Independent Engineer pursuant to Section 7.2.1 or 7.6.2 hereof, as the case may
be.

                  "Approved Subcontractors List" shall have the meaning set
forth in Section 3.1 hereof.

                  "ASME" means the American Society of Mechanical Engineers or
any successor society thereto.

                  "Average Equivalent Availability" shall have the meaning set
forth in Appendix D hereto.

                  "Base Bid Scope Change" shall have the meaning set forth in
Section 4.3.1 hereof.

                  "BTU" means one British thermal unit.

                                       2
<PAGE>

                  "Building Permits" means all Permits required to be obtained
or maintained in order for Contractor to perform the design, engineering,
procurement, site clearing, civil works and construction of the Facility on the
Facility Site (including, without limitation, the provision of machinery,
materials, labor and transportation services related thereto) or the performance
of the Services related to similar activities, including without limitation all
Permits required to allow Contractor to do business in the jurisdictions where
the Project is to be performed; provided, that if any such required Permits need
to be obtained in the name of Owner and not in the Contractor's or
Subcontractor's name, Owner shall cooperate with Contractor as reasonably
necessary to enable Contractor to obtain such Permits in the Owner's name.
Building Permits shall not include Permits pertaining to (i) environmental
regulation of the Facility Site (other than with respect to Contractor's
activities thereon in its performance of the Services), (ii) land use or zoning
matters affecting the Facility Site or (iii) environmental regulation of
start-up, testing or operation of the Facility.

                  "Commencement Date" means the date on which Contractor is to
commence performance of the Services pursuant to and as specified in the Notice
to Proceed delivered to Contractor by Owner pursuant to Section 2.2 hereof.

                  "Commercial Operation Date" means, with respect to the
Facility, the date upon which Owner will begin to sell, and the Utility will
begin to buy, energy and capacity pursuant to the terms of the Power Purchase
Agreement (including the satisfaction of all applicable conditions to the
"Commercial Operation Date" thereunder as specified therein).

                  "Common Components" means that portion of the Facility, as
further described in Appendix A hereto, comprised of all machinery, equipment
and components of the Facility (except for the machinery, equipment and
components solely comprising an individual Unit and not used in connection with
the operation of the other Unit), including without limitation the steam turbine
generator, all auxiliary equipment, the fuel handling and interconnection
facilities, the storage facilities, the water supply and treatment facilities
and the interface facilities described in Appendix A hereto.

                                       3
<PAGE>

                  "Completed Performance Test" means, with respect to the
Facility, any Performance Test established as a Completed Performance Test in
accordance with the provisions of Section 6.2.7 hereof.

                  "Completed PPA Output Test" means, with respect to the
Facility, any PPA Output Test established as a Completed PPA Output Test in
accordance with the provisions of Section 6.2.7 hereof.

                  "Construction Progress Milestone Dates" means the dates, as
specified in Appendix N hereto, by which the Construction Progress Milestones
are required to have been fully completed in accordance with the standards of
performance set forth herein.

                  "Construction Progress Milestones" means the construction
progress milestones specified in Appendix N hereto.

                  "Contract Document" means this document consisting of Articles
1 through 25 hereof, as amended from time to time.

                  "Contractor" means Siemens Westinghouse Power Corporation, a
Delaware corporation, and its successors and permitted assigns, as contractor
hereunder.

                  "Contractor Indemnified Parties" shall have the meaning set
forth in Section 13.4 hereof.

                  "Contractor Payment Request" shall have the meaning set forth
in Section 4.2.2 hereof.

                  "Contractor Responsible Party" means Contractor or any of its
Subcontractors or any Person acting on behalf of, or under the direction or
supervision of, Contractor or any of its Subcontractors.

                  "Contractor Taxes" shall have the meaning set forth in Section
2.1.17(a) hereof.

                  "Contract Price" shall have the meaning set forth in Section
4.1 hereof.

                  "CPM Schedule" shall have the meaning set forth in Section
2.1.16 hereof.

                                       4
<PAGE>

                  "Damages" shall have the meaning set forth in Section 13.1
hereof.

                  "Delay LD SubCap" shall have the meaning set forth in Section
9.1 hereof.

                  "Design Documents" shall have the meaning set forth in Section
2.1.2 hereof.

                  "Documents for Approval" shall have the meaning set forth in
Section 18.1 hereof.

                  "dollars" or "$" means the legal currency of the United
States.

                  "Electrical Interconnection Facilities" means all structures,
facilities, equipment, auxiliary equipment, devices and apparatus to be
constructed and installed by Contractor in accordance herewith and with the
Electrical Interconnection Requirements for the purpose of interconnecting the
Facility with the Utility's transmission system at the Electrical
Interconnection Point in order to enable the transmission thereon of the full
electric generating capacity of the Facility in accordance with Accepted
Electrical Practices, including without limitation all internal breakers,
relays, switches, synchronizing equipment, Electric Metering Equipment,
automatic regulation, communications, safety and other switchyard equipment and
facilities, Protective Apparatus and other protective and control equipment for
the Facility described in Appendix A hereto.

                  "Electrical Interconnection Point" means that point (as
further described in Appendix A hereto) at which the Facility is to be
interconnected with the Utility's transmission system.

                  "Electrical Interconnection Requirements" means the
requirements of the Utility for the Facility's interconnection with the
Utility's transmission system as set forth in Appendix 2 to the Power Purchase
Agreement, as such requirements may be amended, supplemented or modified from
time to time; provided, that if any such amendment, supplement or modification
materially affects the Services to be performed by Contractor hereunder, and
Contractor has not consented in writing thereto (which consent shall not be
unreasonably withheld), the Electrical Interconnection Requirements as defined
herein shall not include such

                                       5
<PAGE>

amendment, supplement or modification to the extent the Services are so affected
thereby, unless a Scope Change Order has been issued in accordance with Article
12 with respect thereto.

                  "Electric Metering Equipment" shall have the meaning set forth
in Appendix A hereto.

                  "Electrical Output Guarantees" shall have the meaning set
forth in Section 8.1.1.1 hereof.

                  "Emergency" means a circumstance or situation that, in the
opinion of Contractor or Owner, may endanger the safety of persons or the
Project.

                  "EPC Guarantor" means Siemens Corporation, and its successors
and permitted assigns, as guarantor under the EPC Guaranty.

                  "EPC Guaranty" shall have the meaning set forth in Section
2.1.27 hereof.

                  "Equipment" shall mean all of the materials, apparatus,
structures, tools, supplies or other goods provided by Contractor or any
Subcontractor which are incorporated into the Facility or provided by Contractor
as part of the Services and retained by the Owner after Final Acceptance in
accordance with this Agreement.

                  "Equivalent Operating Hours" shall have the meaning specified
in Section V(g) of Appendix A hereto.

                  "Facility" means the combined cycle electric generating
facility (as further described in Appendix A hereto) with a designed electric
generating capacity of a nominal 700 megawatts (net) to be located in Lebanon,
Pennsylvania, as an integrated whole, consisting of Unit One, Unit Two, the
Electrical Interconnection Facilities and all of the appliances, parts,
instruments, appurtenances, accessories and other property that may be
incorporated or installed in or attached to or otherwise become part of such
facility (excluding all such items and other property to be furnished by or on
behalf of Owner as specifically set forth herein), all of which constitutes a
part of the Facility.

                  "Facility Site" means all those parcels of land near Lebanon,
Pennsylvania, owned or leased, or to be owned or leased, by Owner on which the
Facility will be located,

                                       6
<PAGE>

including the areas for construction laydown and parking, all as more
particularly described in Appendix H hereto.

                  "Final Acceptance" means the achievement or deemed achievement
of Project performance pursuant to the provisions of Section 6.5 hereof.

                  "Final Acceptance Certificate" shall have the meaning set
forth in Section 6.5.1.2 hereof.

                  "Financial Closing Date" means the later of (a) the date of
the first closing of the initial construction financing of the Project and (b)
the date on which Owner first has access to construction financing funds, in
each case where the committed financing (inclusive of debt and equity) is
reasonably expected to be sufficient to complete construction of the Project.

                  "Financing Documents" means any and all loan agreements,
notes, indentures, security agreements, mortgages, subordination agreements,
intercreditor agreements, partnership agreements, subscription agreements,
participation agreements and other documents relating to the construction,
interim or long-term financing (both debt and equity) of the Project and any
refinancing of the Project (including a leveraged lease), including any and all
modifications, extensions, renewals and replacements of any such financing or
refinancing.

                  "Financing Parties" means (a) any and all lenders providing
the construction, interim or long-term financing (including a leveraged lease or
any other refinancing thereof) for the Project, and any trustee or agent acting
on their behalf, and (b) any and all equity investors (other than Owner)
providing financing or refinancing for the Project, and any trustee or agent
acting on their behalf.

                  "Force Majeure Event" shall have the meaning set forth in
Section 11.1 hereof.

                  "Fuel Oil" means liquid fuel that meets the specifications set
forth in Sections 2.0 and 3.0 of Section V(b) of Appendix A hereto for use in
DLN combustors.

                  "Fuel Supplier" means the Utility and any other suppliers of
Gas and/or Fuel Oil and/or No. 2 Fuel Oil for the Facility, and each of their
respective successors and permitted assigns.

                                       7
<PAGE>

                  "Gas" means natural gas that meets the specifications set
forth in Section V(b) of Appendix A hereto.

                  "Gas Metering Equipment" shall have the meaning set forth in
Appendix A hereto.

                  "Guaranteed Completion Date" means each of the Guaranteed
Provisional Acceptance Date and the Guaranteed Final Acceptance Date.

                  "Guaranteed Emissions Limits" means the standards for emission
by the Facility of all gaseous, particulate, liquid and noise pollutants as set
forth in the Warranty Data Sheet attached as Appendix R hereto and such other or
more stringent standards (if any) under all Applicable Laws and Applicable
Permits.

                  "Guaranteed Final Acceptance Date" means twelve (12) months
after the Guaranteed Provisional Acceptance Date, unless on or before the end of
such twelve (12) month period (i) the Facility has achieved Interim Acceptance
or (ii) the Facility has achieved Provisional Acceptance and Contractor shall
have submitted a Plan to Owner and the Independent Engineer that demonstrates to
the reasonable satisfaction of Owner and the Independent Engineer that
Contractor will achieve Interim Acceptance of the Facility on or before the date
that is twenty-four (24) months after the Guaranteed Provisional Acceptance
Date, in either of which cases the Guaranteed Final Acceptance Date shall be
twenty-four (24) months after the Guaranteed Provisional Acceptance Date, and in
any case which date is subject to adjustment as expressly provided in this
Agreement.

                  "Guaranteed Provisional Acceptance Date" means February 28,
2001, which date is subject to adjustment as expressly provided in this
Agreement.

                  "Hazardous Material" means any substance, material, waste or
constituent for which any duty is imposed under, cleanup is authorized pursuant
to, or regulation is otherwise imposed by, any Applicable Law.

                  "Heat Rate Guarantees" shall have the meaning set forth in
Section 8.1.2.1 hereof.

                  "Independent Engineer" means an independent engineer of
recognized expertise, selected by the Financing

                                       8
<PAGE>

Parties and reasonably acceptable to Owner and Contractor, and such independent
engineer's successors and permitted assigns.

                  "Instruction Manual" shall have the meaning set forth in
Section 2.1.2.1 hereof.

                  "Interim Acceptance" means the achievement of performance of
the Services pursuant to the provisions of Section 6.4 hereof.

                  "Interim Acceptance Certificate" shall have the meaning set
forth in Section 6.4.2 hereof.

                  "Interim Period" means the period of time, if any, commencing
with the earlier to occur of Provisional Acceptance or Interim Acceptance of the
Facility and ending at Final Acceptance of the Facility.

                  "Maintenance Agreement" means the Maintenance Program Parts,
Shop Repairs and Scheduled Outage TFA Services Contract, dated as of the date
hereof, between Owner and Siemens Westinghouse Power Corporation, as such
agreement may be amended, supplemented or modified from time to time.

                  "Mechanical Completion" means the mechanical completion of the
Facility pursuant to the provisions of Section 6.1.2 hereof.

                  "Mechanical Completion Certificate" shall have the meaning set
forth in Section 6.1.2.2 hereof.

                  "Monthly Progress Report" means a progress report containing
the following information: (a) a description of Contractor's and all
Subcontractors' activities and engineering, manufacturing, construction and
testing progress as compared with the Project Schedule (and, at the request of
Owner, an updated schedule), (b) an identification and evaluation of problems
and deficiencies in the Services (including but not limited to an explanation
and evaluation, in reasonably sufficient detail, of any factors which have had
or are anticipated to have a material effect on the Project Schedule), (c) a
detailed description of the Services which have been completed as compared with
the Payment and Milestone Schedule, the CPM Schedule and the Project Schedule,
and a description of the Scheduled Payments which have been received as compared
with the

                                       9
<PAGE>

Payment and Milestone Schedule, (d) the status of major material and equipment
deliveries, (e) the status of Building Permits, and (f) quality assurance
reports (i) from the manufacturing and fabrication facilities of those
Subcontractors on the Approved Subcontractors List, if requested by Owner and
reasonably available to Contractor, and (ii) with respect to all construction
activity at the Facility Site.

                  "Notice of Final Acceptance" shall have the meaning set forth
in Section 6.5.1.1 hereof.

                  "Notice of Interim Acceptance" shall have the meaning set
forth in Section 6.4.1 hereof.

                  "Notice of Mechanical Completion" shall have the meaning set
forth in Section 6.1.2.1 hereof.

                  "Notice of Project Completion" shall have the meaning set
forth in Section 6.7.1 hereof.

                  "Notice of Provisional Acceptance" shall have the meaning set
forth in Section 6.3.1 hereof.

                  "Notice of Reliability Guarantee Achievement" shall have the
meaning set forth in Section 6.6.2 hereof.

                  "Notice to Proceed" means the written notice to be delivered
by Owner to Contractor pursuant to Section 2.2 hereof setting forth the
Commencement Date.

                  "No. 2 Fuel Oil" means liquid fuel that meets the
specifications set forth in Sections 2.0 and 3.0 of Section V(b) of Appendix A
hereto for use in conventional combustors.

                  "Null Point" shall have the meaning given thereto in the Power
Purchase Agreement.

                  "Oil Metering Equipment" shall have the meaning set forth in
Appendix A hereto.

                  "Owner" means AES Ironwood, Inc., a Delaware corporation, and
its successors and permitted assigns as owner hereunder.

                  "Owner Accepted Hazardous Materials" shall have the meaning
set forth in Section 13.4(a) hereof.

                                       10
<PAGE>


                  "Owner Indemnified Parties" shall have the meaning set forth
in Section 13.1 hereof.

                  "Owner Responsible Party" means Owner or any Person acting on
behalf of, or under the direction or supervision of, Owner (other than any
Contractor Responsible Party).

                  "Party" means Owner or Contractor.

                  "Payment and Milestone Schedule" means the schedule of
payments and milestones as set forth in Appendix B hereto, as adjusted pursuant
to the terms of this Agreement.

                  "Performance Guarantee LD SubCap" shall have the meaning set
forth in Section 9.1 hereof.

                  "Performance Guarantees" shall have the meaning set forth in
Section 8.1 hereof.

                  "Performance Guarantee Payments" shall have the meaning set
forth in Section 8.1 hereof.

                  "Performance Test" means the operation of the Facility by or
on behalf of Contractor in accordance with the provisions of Section 6.2 hereof
and in accordance with Applicable Laws, Applicable Permits, the Electrical
Interconnection Requirements and the PPA Operating Requirements, for the purpose
of determining the compliance with the Guaranteed Emissions Limits and the level
of achievement of the Performance Guarantees, as described in greater detail in
Article 6 hereof and Part A of Appendix D hereto.

                  "Permit" means any valid waiver, exemption, variance,
franchise, permit, authorization, license or similar order of or from any
federal, state, county, municipal, regional, environmental or other governmental
body, instrumentality, agency, authority, court or other body having
jurisdiction over the matter in question.

                  "Permitted Liens" shall mean materialmen's, mechanics',
workers', repairmen's, employees' or other similar liens arising in the ordinary
course of business for amounts either not yet due or being contested in good
faith and by appropriate proceedings, so long as, in the case of a contest, (a)
Contractor shall have deposited with Owner a

                                       11
<PAGE>

bond or other security satisfactory to Owner and the Financing Parties in an
amount equal to such contested lien, which security shall have the effect of
either staying the execution of such lien or, in the reasonable judgment of
Owner and the Financing Parties, otherwise not involving any danger of the sale,
forfeiture or loss of any part of the Facility, title thereto or any interest
therein, or (b) such proceedings, in the judgment of Owner and the Financing
Parties, shall not involve any danger of the sale, forfeiture or loss of any
part of the Facility, title thereto or any interest therein and shall not
interfere with the use or disposition of the Facility.

                  "Person" means any individual, corporation, partnership,
association, joint stock company, trust, unincorporated organization, joint
venture, government or political subdivision or agency thereof.

                  "Plan" shall mean a written plan prepared by Contractor to
accelerate the performance of the Services as necessary in order to achieve
Final Acceptance of the Facility no later than the Guaranteed Final Acceptance
Date.

                  "Power Plant Site" means the power plant area of the Facility
Site as shown in the Site Arrangement Drawing in Section V(a) of Appendix A
hereto.

                  "Power Purchase Agreement" means, collectively, the Power
Purchase Agreement between Owner and Metropolitan Edison Company, the Power
Purchase Agreement between Blue Mountain Power, L.P. and Metropolitan Edison
Company, and the Power Purchase Agreement between Altoona Cogeneration Partners,
L.P. and Pennsylvania Electric Company, each dated February 3, 1997, as such
agreements may be amended, supplemented or modified from time to time
(including, without limitation, the contemplated assignment by Blue Mountain
Power, L.P. and Altoona Cogeneration Partners, L.P. of all their rights and
obligations under their respective agreements to Owner and the effective
consolidation of all three agreements into one agreement); provided, that if any
such further amendment, supplement or modification affects the Services to be
performed by Contractor hereunder, and Contractor has not consented in writing
thereto (which consent shall not be unreasonably withheld), the Power Purchase
Agreement as defined herein shall not include such further amendment, supplement
or modification to the extent the Services are so affected thereby, unless a
Scope Change

                                       12
<PAGE>

Order has been issued in accordance with Article 12 with respect thereto.

                  "PPA Operating Requirements" means those procedures and
requirements relating to the operation and maintenance of the Facility that are
set forth in or are established pursuant to Article VIII of the Power Purchase
Agreement; provided, however, that the PPA Operating Requirements as defined
herein shall not include any such subsequently-established procedures or
requirements to the extent (if any) that such procedures or requirements (i) are
not consistent with Prudent Utility Practices or (ii) would require changes to
the Project Design Book, unless a Scope Change Order has been issued in
accordance with Article 12 with respect to such required changes.

                  "PPA Output Test" means the operation of the Facility by or on
behalf of Contractor in accordance with the provisions of Section 6.2 hereof and
in accordance with Applicable Laws, Applicable Permits, the Electrical
Interconnection Requirements and the PPA Operating Requirements, for the purpose
of determining the level of achievement of the Electrical Output Guarantee and
other PPA-required capabilities, as described in greater detail in Article 6
hereof and Part B of Appendix D hereto.

                  "Preliminary Notice to Proceed" shall have the meaning set
forth in Section 2.2.1 hereof.

                  "Project" means the Facility and the Services to be furnished
by Contractor hereunder, as an integrated whole, including all equipment, labor
and materials to be furnished to Owner by Contractor hereunder, all as described
in greater detail in Article 2 hereof and in Appendix A hereto.

                  "Project Completion" means the acceptance by Owner of the
completed Project from Contractor in accordance with the provisions of Section
6.7 hereof.

                  "Project Completion Certificate" shall have the meaning set
forth in Section 6.7.2 hereof.

                  "Project Completion Deadline" shall have the meaning set forth
in Section 6.7.3 hereof.

                  "Project Completion Payment" shall have the meaning set forth
in Section 4.7.4 hereof.

                                       13
<PAGE>

                  "Project Design Book" means a detailed description of the
design of the Facility to be prepared by Contractor, which shall initially
consist of Appendix A hereto and, subject to Owner's reasonable approval in
accordance with the approval rights set forth in Appendix P hereto, shall be
updated by Contractor to reflect Scope Changes relating to the design of the
Facility during the term of this Agreement.

                  "Project Procedures Manual" shall have the meaning set forth
in Section 2.1.2.2 hereof.

                  "Project Schedule" shall have the meaning set forth in Section
2.1.16 hereof.

                  "Project Taxes" shall have the meaning set forth in Section
2.1.17(b) hereof.

                  "Protective Apparatus" means electrical interconnection
equipment and apparatus, including without limitation protective relays, circuit
breakers and the like, necessary or appropriate to isolate the Facility from the
Utility's transmission system consistent with Accepted Electrical Practices.

                  "Provisional Acceptance" means the achievement of performance
pursuant to the provisions of Section 6.3 hereof.

                  "Provisional Acceptance Certificate" shall have the meaning
set forth in Section 6.3.2 hereof.

                  "Provisional Acceptance Late Completion Payments" shall have
the meaning set forth in Section 7.2(a) hereof.

                  "Provisional Commencement Date" shall have the meaning set
forth in Section 2.2.2 hereof.

                  "Provisional Notice to Proceed" shall have the meaning set
forth in Section 2.2.2 hereof.

                  "Prudent Utility Practices" means the practices, methods,
techniques and standards that at the particular time of performance of the
Services (i) are generally accepted in the electric power industry in the United
States for use in connection with the design, engineering, construction,
testing, operation and maintenance of power stations of the same or similar size
and type as the

                                       14
<PAGE>

Facility, all in a manner consistent with Applicable Laws, Applicable Permits,
Accepted Electrical Practices, reliability, safety, environmental protection,
economy and expediency, and (ii) conform in all material respects to the
manufacturer's design, engineering, construction, testing, operation and
maintenance guidelines applicable to the equipment in question. Prudent Utility
Practices are not limited to the optimum practice or method to the exclusion of
others, but rather refer to commonly used and reasonable practices and methods.

                  "Punch List" means the list prepared by Owner, with the full
cooperation of Contractor, which list shall set forth all items of work which
remain to be performed in order to ensure that the Project fully complies with
all of the standards and requirements set forth herein. The Punch List shall not
include any items of work, alone or in the aggregate, the noncompletion of which
prevents the Facility from (i) being used for the purposes as described in this
Agreement in accordance with all Applicable Laws, Applicable Permits, the
Guaranteed Emissions Limits, the Electrical Interconnection Requirements and the
PPA Operating Requirements or (ii) being legally, safely and reliably placed in
commercial operation.

                  "Quality Assurance Plan" means the quality assurance plan
prepared by Contractor and attached as Appendix K hereto, as the same may be
revised from time to time pursuant to Section 2.1.2.3 hereof.

                  "Real Estate Rights" means all rights in or to real estate
(including rights to use or access the Facility Site), whether arising through
fee ownership, leases, contracts, permits, easements, licenses, private rights
of way, or utility and railroad crossing rights, that are required to be
obtained or maintained in connection with construction of the Facility on the
Facility Site, performance of the Services hereunder (including, without
limitation, the transportation of all necessary materials, equipment and other
items to the Facility Site and access to the quarry for the construction and use
of water intake facilities), or startup and testing of the Facility.

                  "Reliability Certificate" shall have the meaning set forth in
Section 6.6.3 hereof.

                  "Reliability Guarantee" shall have the meaning set forth in
Section 6.6 hereof.

                                       15
<PAGE>

                  "Reliability Run" means the operation of the Facility for [*]
days in accordance with Applicable Laws, Applicable Permits, the Guaranteed
Emissions Limits, the Instruction Manual, the Electrical Interconnection
Requirements, the PPA Operating Requirements and Section 6.6.1 hereof for the
purpose of determining the Facility's reliability, as described in greater
detail in Section 6.6.1 hereof.

                  "Representative" shall have the meaning set forth in Section
5.1 hereof.

                  "Reservation Fee" shall have the meaning set forth in Section
2.2.4 hereof.

                  "Retainage" shall have the meaning set forth in Section 4.2.4
hereof.

                  "Risk Transfer Date" shall have the meaning set forth in
Section 14.15.2 hereof.

                  "Scheduled Payment" shall have the meaning set forth in
Section 4.2 hereof.

                  "Scope Change" means any material addition to, deletion from,
suspension of or other modification to the Project or to the quality, function
or intent of the Project as presently delineated in Appendix A hereto, including
without limitation any such addition, deletion, suspension or other modification
which requires a change in one or more of the Contract Price, the Guaranteed
Completion Dates, the Payment and Milestone Schedule, the Construction Progress
Milestone Dates, the Project Schedule and the Performance Guarantees in
accordance with the terms of Article 12 hereof.

                  "Scope Change Order" means a written order to Contractor
issued and signed by Owner after the execution and delivery of this Agreement
authorizing a Scope Change and, if appropriate, an adjustment in one or more of
the Contract Price, the Guaranteed Completion Dates, the Payment and Milestone
Schedule, the Construction Progress Milestone Dates, the Project Schedule and
the Performance Guarantees or any other amendment of the terms and conditions of
this Agreement.

                  "Scope Change Order Notice" means a written notice to Owner
issued by Contractor indicating that Contractor

                                       16
<PAGE>

believes a Scope Change Order is required in connection with the performance of
the Services.

                  "Scope Change Order Request" means a written proposal issued
and signed by Owner requesting a Scope Change, submitted to Contractor by Owner
pursuant to the terms of Section 12.3 hereof.

                  "Services" shall have the meaning set forth in Section 2.1
hereof.

                  "Subcontractors" shall have the meaning set forth in Section
3.1.3 hereof.

                  "Taxes" shall have the meaning set forth in Section 2.1.17(b)
hereof.

                  "Termination Payment" shall have the meaning set forth in
Section 4.4 hereof.

                  "Third-Party Beneficiaries" shall have the meaning set forth
in Section 25.11 hereof.

                  "Title Insurer" means any and all title insurance companies
writing title insurance with respect to any portion of the Facility Site, the
Real Estate Rights, the Project or any interest therein.

                  "Total LD SubCap" shall have the meaning set forth in Section
9.1 hereof.

                  "Unit" or "Units" mean, individually and collectively, Unit
One and Unit Two, as the case may be.

                  "Unit One" means that portion of the Facility, as further
described in Appendix A hereto, comprised of (i) the first gas turbine generator
unit and its heat recovery steam generator, together with all other machinery,
equipment, components and auxiliary systems relating thereto (other than Unit
Two), (ii) one-half of the electrical output capability of the steam turbine
generator, and (iii) all other Common Components (other than the other half of
the electrical output capability of the steam turbine generator).

                  "Unit Two" means that portion of the Facility, as further
described in Appendix A hereto, comprised of (i) the second gas turbine
generator unit and its heat recovery

                                       17
<PAGE>

steam generator, together with all other machinery, equipment, components and
auxiliary systems relating thereto (other than Unit One), (ii) one-half of the
electrical output capability of the steam turbine generator, and (iii) all other
Common Components (other than the other half of the electrical output capability
of the steam turbine generator).

                  "Utility" means, collectively, Metropolitan Edison Company and
Pennsylvania Electric Company, each trading as GPU Energy, and their respective
successors and permitted assigns, as purchasers of electricity under the Power
Purchase Agreement.

                  "WWTP" means the City of Lebanon Authority's waste water
treatment plant.

                  "Warranty Data Sheet" means the warranty data sheet attached
as Appendix R hereto, which sets forth, among other things, (i) the Electrical
Output Guarantees and Heat Rate Guarantees and (ii) certain Guaranteed Emission
Limits, in each case applicable to the Facility.

                  "Warranty Period" means a period ending on the date that is:

                  (a) with respect to all machinery, equipment, materials,
         systems, supplies and other items comprising the Project, the earlier
         to occur of (i) twelve (12) months following the first to occur of
         Provisional Acceptance, Interim Acceptance and Final Acceptance and
         (ii) with respect to the machinery, equipment, materials, systems,
         supplies and other items comprising each Unit, the date on which such
         Unit has operated for eight thousand (8,000) Equivalent Operating Hours
         following the first to occur of Provisional Acceptance, Interim
         Acceptance and Final Acceptance;

                  (b) with respect to the engineering and design of the Project
         and its components, twelve (12) months following the first to occur of
         Provisional Acceptance, Interim Acceptance and Final Acceptance; and

                  (c) in the case of any correction, addition, repair or
         replacement to any machinery, equipment, materials, systems, supplies
         or other items, including without limitation the engineering or design
         thereof, during any existing Warranty Period, with respect to

                                       18
<PAGE>

         such machinery, equipment, materials, systems, supplies or other items,
         twelve (12) months after the date of such correction, addition, repair
         or replacement, but in no event later than twenty-four (24) months
         after the originally scheduled expiration date of the applicable
         initial Warranty Period.

                                    ARTICLE 2
                   Contractor's Services and Other Obligations

                  2.1 Services to be Performed. Contractor shall complete the
Project by performing or causing to be performed all work and services required
or appropriate in connection with the design, engineering, procurement, site
preparation and clearing, civil works, construction, start-up, training, and
testing of the Facility, and provide all materials and equipment (excluding
operational spare parts), machinery, tools, construction fuels, chemicals and
utilities, labor, transportation, administration and other services and items
required to complete the Project, all on a lump sum, fixed price, turnkey basis
and otherwise in accordance with this Agreement (the "Services"). Certain
details of the Services are described in this Article 2 and in Appendix A
hereto. For the avoidance of doubt, the Parties hereby acknowledge and agree
that the Services shall include provision of all equipment, components, systems,
materials, documentation and other services and items necessary or appropriate
to complete the Project in conformity with the terms and conditions of this
Agreement, notwithstanding the fact that each such necessary or appropriate
service or item may not be expressly mentioned in this Agreement, excluding such
items that are specifically set forth in this Agreement as being furnished by or
on behalf of Owner. Without limiting the foregoing, Contractor shall provide the
following Services:

                           2.1.1 Engineering, Design, Construction and
         Construction Management.

                                    2.1.1.1 Engineering and Design. Contractor
                  shall provide all engineering and design services necessary
                  for completion of the Project in conformity with this
                  Agreement, including but not limited to (a) preparation of (i)
                  the Project Design Book which shall form the basis of the
                  design of the Project, (ii) conceptual design, and (iii)
                  engineering and design necessary to describe

                                       19
<PAGE>

                  and detail the Project and to optimize the Project heat
                  balance, (b) provision of criteria for the detailed design by
                  suppliers of equipment, materials and systems for
                  incorporation into the Project, and (c) preparation of
                  drawings, plans, bills of material, schedules and estimates.
                  Contractor shall comply with the Electrical Interconnection
                  Requirements and cooperate with the engineering efforts and
                  otherwise accommodate the interface requirements of the
                  Utility, the Fuel Supplier, all federal, state and local
                  agencies, and all utilities serving the Project that are
                  consistent with Prudent Utility Practices; provided, however,
                  that in the event that such accommodation would require
                  Contractor to perform studies or other tasks that are a
                  material addition to the Services otherwise provided for in
                  this Agreement, Contractor shall not be required to perform
                  such material additional work hereunder unless a Scope Change
                  Order has been issued by Owner with respect thereto in
                  accordance with Article 12 hereof.

                                    Upon Owner's request, Contractor shall use
                  all reasonable efforts to provide Owner and, at Owner's
                  request, the Independent Engineer and the Utility with
                  reasonable access to meetings between Contractor and its
                  architects, engineers or Subcontractors regarding the
                  construction of the Project (except to the extent such
                  meetings involve contractual matters that do not substantially
                  affect or relate to the performance of the Services
                  hereunder), provided such access does not materially interfere
                  with the progress of Contractor's work hereunder. Contractor
                  agrees to timely provide Owner and, at Owner's request, the
                  Independent Engineer and the Utility with such documents and
                  other information as are reasonably necessary for the
                  Independent Engineer and the Utility to review and evaluate
                  the design of the Project. Without limitation to the
                  foregoing, Contractor agrees to submit to Owner and the
                  Utility the design for the Electrical Interconnection
                  Facilities (or any addition, modification or replacement
                  thereto) in a timely manner in accordance with Section 2.1.8.1
                  hereof so as to enable Owner to obtain the Utility's approval
                  thereof in accordance with the requirements of

                                       20
<PAGE>

                  Section 7.4(b) of the Power Purchase Agreement. Contractor
                  shall review and be fully responsible for all engineering and
                  design services even though Subcontractors are permitted to
                  engineer and design portions of the Project.

                                    2.1.1.2 Construction and Construction
                  Management. Contractor shall develop a project construction
                  plan for, and oversee the construction of, the Project in
                  accordance with Appendix A hereto and the other terms and
                  provisions of this Agreement. Contractor shall inspect or
                  cause to be inspected all materials and equipment to be
                  incorporated in the Project and shall reject those items
                  determined not to be in compliance with the requirements of
                  this Agreement. Any item that is rejected by Contractor
                  pursuant to the immediately preceding sentence shall be
                  corrected (whether by repair, replacement or otherwise) so
                  that it is in compliance with the requirements of this
                  Agreement. Contractor also shall oversee the manner of
                  incorporation of the materials and equipment in the Project
                  and the workmanship with which such materials are incorporated
                  and otherwise coordinate the construction of the Project.
                  Contractor shall require the Subcontractors to perform the
                  subcontracts in accordance with this Agreement and, in
                  performing the duties incident to such responsibility,
                  Contractor shall issue to the Subcontractors such directives
                  and impose such restrictions as may be required in the
                  construction of the Project to obtain compliance by the
                  Subcontractors with the relevant terms of this Agreement.
                  Contractor shall review and be fully responsible for all
                  construction services of the Project, including, without
                  limitation, all construction services provided by
                  Subcontractors. Contractor shall establish and track Project
                  management controls systems and provide construction
                  management services.

                           2.1.2 Documentation and Manuals. Subject to Article
         18 hereof, Contractor shall submit to Owner the specifications, data
         sheets, plans and drawings, and other information and documents
         required to be submitted to Owner pursuant to Appendix P hereto

                                       21
<PAGE>

         (collectively, the "Design Documents"). Contractor shall use U.S.
         customary units as the primary system of units in all documents
         prepared by Contractor for the Project and shall use reasonable efforts
         to have all Subcontractors use U.S. customary units as the primary
         system of units in all documents prepared by such Subcontractors for
         the Project. In addition, Contractor shall provide the following:

                                    2.1.2.1 Instruction Manuals. Contractor will
                  provide Instruction Manuals supplied by the vendors for each
                  equipment purchase package (including equipment supplied
                  directly by the Contractor) and for equipment furnished by
                  construction Subcontractors (each, an "Instruction Manual").
                  Contractor shall provide all such Instruction Manuals relevant
                  to the Project not later than six (6) months prior to the
                  Guaranteed Provisional Acceptance Date. Each Instruction
                  Manual shall be provided in time for equipment installation
                  and startup and shall be bound in a binder suitable for rough
                  usage with equipment and purchase order or specification noted
                  on the binder edge. Instruction Manuals with multiple volumes
                  shall have each volume numbered. Contractor shall provide ten
                  (10) sets of Instruction Manuals in English including (a)
                  Subcontractor-provided equipment operation instruction
                  books/leaflets, (b) equipment maintenance instruction
                  books/leaflets and (c) all vendor-provided installation,
                  operation, and maintenance information. The Instruction
                  Manuals shall be based on generally accepted standards of
                  professional care, skill, diligence, and competence applicable
                  to engineering and operating practices and shall be consistent
                  with Prudent Utility Practices.

                                    2.1.2.2 Project Procedures Manual.
                  Contractor shall, no later than one hundred twenty (120) days
                  after the Provisional Commencement Date hereunder, deliver to
                  Owner six (6) copies in English of a manual, in form and
                  substance satisfactory to Owner, which provides the guidelines
                  by which the normal working relationships will be conducted
                  between Owner and its representatives and Contractor (the
                  "Project Procedures Manual"). The Project Procedures

                                       22
<PAGE>

                  Manual will contain, among other materials, an organizational
                  chart, correspondence procedures, a project filing system,
                  procedures for the review of the Design Documents and Project
                  progress, and verification procedures to be implemented for
                  Owner with respect to the Contract Price.

                                    2.1.2.3 Quality Assurance Plan. Prior to the
                  date hereof, Contractor shall have prepared and attached in
                  Appendix K hereto the Quality Assurance Plan, which will be
                  revised in accordance with any comments relating thereto
                  received by Owner from the Utility (to the extent such
                  comments are consistent with Prudent Utility Practices).
                  Contractor shall adhere to the Quality Assurance Plan in order
                  to ensure that the construction and engineering methods and
                  standards required to be employed by Contractor hereunder are
                  achieved.

                           2.1.3 Procurement. Contractor shall procure and pay
         for all materials, equipment and supplies and all Contractor and
         Subcontractor labor and manufacturing and related services (whether on
         or off the Facility Site) for construction of and incorporation into
         the Project which are required for completion of the Project in
         accordance with this Agreement and are not explicitly specified in
         Article 5 of this Agreement to be furnished by or on behalf of Owner.
         All such items shall be subject to the warranties and guarantees in
         Section 3.4 and Article 10 hereof.

                                    2.1.3.1 Spare Parts List. At least twelve
                  (12) months prior to the scheduled date for Provisional
                  Acceptance of the Facility, Contractor shall provide to Owner
                  a recommended spare parts list and a price list covering all
                  spare and replacement parts pertaining to the combustion
                  turbine generators, the steam turbine generator, the WDPF
                  system and the auxiliary equipment associated with each of the
                  foregoing, and shall also provide to Owner the recommended
                  spare parts list and price list contained in the purchase
                  orders and subcontracts pertaining to the equipment specified
                  in Appendix U hereto as required under Section 3.2 hereof.
                  Contractor shall provide to Owner the applicable

                                       23
<PAGE>

                  Subcontractor's recommended spare parts lists and price lists
                  covering all other spare and replacement parts for the
                  Facility not covered by the preceding sentence suficiently in
                  advance of Provisional Acceptance so as to allow Owner a
                  reasonable period of time to evaluate such spare parts lists
                  and to purchase and obtain such spare parts at the Facility
                  Site prior to the date of Provisional Acceptance.

                           2.1.4 Labor and Personnel. Contractor shall provide
         all labor and personnel required in connection with the Services,
         including without limitation: (a) licensed professional engineers; (b)
         a Project engineer, a safety engineer and lead structural, mechanical,
         electrical, instrumentation and control, civil, cost, schedule,
         procurement, construction, start-up and training supervisors, all of
         whom shall have had extensive power plant experience in facilities of
         similar technology and magnitude; (c) a Project manager or other
         representative who shall be fully acquainted with the Project and shall
         have the authority to administer this Agreement on behalf of
         Contractor; and (d) quality assurance personnel, all of whom shall
         report directly (but not necessarily immediately) to Contractor's
         senior management, and not to the management personnel of Contractor
         directly responsible for the Project. Upon Owner's request, Contractor
         shall provide Owner with the resumes of, and arrange for the interview
         by Owner of, any or all personnel employed in any of the positions set
         forth in Appendix Q hereto, and Owner will have the right to approve
         those individuals who will hold such positions, which approval shall
         not be unreasonably withheld. Contractor shall use all reasonable
         efforts to not remove any Project personnel that hold any of the
         positions set forth in Appendix Q hereto without the prior consent of
         Owner; provided, that Contractor shall be entitled to remove any such
         person for just cause without the prior consent of Owner. Owner shall
         have the right at all times to require for just cause that any
         personnel holding any of the positions set forth in Appendix Q or
         performing any work at the Facility Site (whether or not previously
         approved by Owner) be removed and replaced by other qualified personnel
         acceptable to Owner.

                                       24
<PAGE>

                           2.1.5 Permitting. (a) Contractor represents that to
         the best of its knowledge Appendix F hereto lists all Applicable
         Permits necessary for performance of the Services, and Owner represents
         that as of the date hereof it has no actual knowledge that any other
         Applicable Permits will be necessary for Contractor's performance of
         the Services. Contractor shall obtain and maintain in effect all
         Building Permits, including without limitation those Applicable Permits
         designated in Appendix F hereto as Contractor's responsibility. Owner
         shall provide all necessary and readily available information and
         documents and use all reasonable efforts to assist Contractor in
         obtaining all Applicable Permits required to be obtained by Contractor
         hereunder.

                           (b) Contractor shall provide all necessary and
         readily available information and documents and use all reasonable
         efforts to assist Owner in obtaining all Applicable Permits required to
         be obtained by Owner hereunder. Contractor shall provide engineering
         and other support as set forth in Appendix A hereto for the permitting
         effort of Owner and shall cooperate with Owner and any environmental or
         permitting consultants hired by Owner in Owner's (and its designees')
         efforts to obtain the Applicable Permits required to be obtained by
         Owner hereunder.

                           2.1.6 Inspection and Expediting. Contractor shall
         perform all inspection, expediting, quality surveillance and traffic
         services as are required for performance of the Services. Contractor
         shall perform such detailed inspection of all work in progress at
         intervals appropriate to the stage of construction or fabrication of
         the Facility Site as is necessary to ensure that such work is
         proceeding in accordance with this Agreement and the Design Documents
         and to protect Owner against defects and deficiencies in such work. On
         the basis of such inspections, Contractor shall keep Owner informed of
         the progress and quality of all work and shall provide Owner with
         written reports of deficiencies revealed through such inspections and
         of measures proposed by Contractor to remedy such deficiencies. Owner
         and Owner's designee(s) shall be given at least five (5) days' advance
         notice of, and shall have the option of being present at, all
         inspections and witness points off the Facility Site to be specified in
         the Quality Assurance Plan, and, in the

                                       25
<PAGE>

         event that the progress and quality of the work is not proceeding in
         accordance with this Agreement and the Design Documents, shall be
         entitled to make recommendations to Contractor for the purpose of
         remedying such deficiencies. In the event that Owner or Owner's
         designee(s) fails to be present for such inspection or witness point on
         the date scheduled therefor, Contractor may proceed with such
         inspection or witness point in Owner's or Owner's designee(s)'s
         absence. No inspection performed or failed to be performed by Owner or
         Owner's designee(s) hereunder shall be construed as a waiver of any of
         Contractor's obligations hereunder or be construed as an approval or
         acceptance of any of the Services. In addition, Contractor shall secure
         for Owner and its designees the inspection rights set forth in Section
         2.1.13 hereof.

                                    2.1.6.1 Transportation. Contractor shall be
                  responsible for the transportation, shipping, receiving and
                  marshaling of all materials, equipment, supplies and other
                  items required for the Project (including, without limitation,
                  materials, supplies and equipment required for construction
                  activities), whether such items are sourced in or outside of
                  the United States. Contractor shall arrange for the security
                  of any such items while in transport or in storage off or on
                  the Facility Site.

                           2.1.7 Storage, Disposal and Related Matters.
         Contractor shall warehouse or otherwise provide appropriate storage (in
         accordance with manufacturers' recommendations) for all materials,
         supplies and equipment required for permanent and temporary
         construction, and shall provide for the procurement or disposal of, as
         appropriate, all soil, gravel and similar materials (including, subject
         to Section 12.12 hereof, the remediation or disposal of any Hazardous
         Materials discovered at the Facility Site, to the extent required by
         Applicable Law) required for performance of the Services. All
         materials, supplies and equipment which are stored at a location other
         than on the Facility Site shall be stored in a manner consistent with
         Prudent Utility Practices and only at locations that have been
         disclosed in writing to Owner. All equipment which would reasonably be
         expected under Prudent Utility Practices to be permanently labeled
         shall be labeled with permanently affixed durable

                                       26
<PAGE>

         nameplates which will include the manufacturer's name, equipment model
         number, equipment serial number, equipment tag number and all
         appropriate design parameters.

                           2.1.8 Electrical Interconnection Facilities; and
         Other Interconnections.

                                    2.1.8.1 Electrical Interconnection
                  Facilities. Contractor shall design, construct and install the
                  Electrical Interconnection Facilities (including, without
                  limitation, the Electric Metering Equipment, automatic
                  regulation equipment, Protective Apparatus and control system
                  equipment) in accordance with the Electrical Interconnection
                  Requirements and the other terms and conditions hereof.
                  Contractor shall provide to Owner and the Utility, in detail
                  satisfactory to Owner and the Utility, for their prior reviews
                  and acceptance (which shall not be unreasonably withheld) all
                  plans and specifications relating to the design, construction
                  and installation of the Electrical Interconnection Facilities
                  (and any additions, modifications or replacements thereto),
                  including without limitation single-line diagrams and control
                  and protective relay schemes, not later than twelve (12)
                  months prior to the commencement of construction of such
                  Electrical Interconnection Facilities or such other reasonable
                  time as Owner and the Utility may agree upon pursuant to
                  Section 7.4(b) or 7.6(a) of the Power Purchase Agreement.
                  Owner shall use reasonable efforts to cause the Utility to
                  provide written notification of its acceptance or rejection of
                  such plans and specifications within sixty (60) days after its
                  receipt thereof. Contractor shall not commence the
                  construction and installation of the Electrical
                  Interconnection Facilities without having received the prior
                  written approval of the Owner and the Utility (which approval
                  shall not be unreasonably withheld). Contractor shall review
                  with Owner and, at Owner's request, the Utility, the design
                  and construction schedule for the Electrical Interconnection
                  Facilities, and shall coordinate the performance of such
                  Services with the work to be performed by the Utility on its
                  side of the Electrical Interconnection Point in order to

                                       27
<PAGE>

                  enable the Electrical Interconnection Facilities to be
                  completed and interconnected with the Utility's transmission
                  system in accordance with the time frames (including without
                  limitation Section 5.8 hereof) and performance standards as
                  set forth herein; provided, that Owner hereby acknowledges
                  that Contractor shall not be responsible for managing the
                  activities of the Utility, nor shall Contractor be responsible
                  for such other work performed by the Utility. Contractor shall
                  coordinate with the Utility as is necessary to ensure that
                  either Contractor or the Utility (but not the Owner) shall
                  provide all electrical interconnections between the Electrical
                  Interconnection Facilities and the Utility's transmission
                  system at the Electrical Interconnection Point. Contractor
                  shall also be responsible for arranging for the Utility to
                  make its temporary construction power distribution line
                  available at the Power Plant Site on or before twenty (20)
                  days after the date specified for site mobilization in the
                  Notice to Proceed.

                                    2.1.8.2 Other Interconnections. Contractor
                  shall review with Owner and each of the Fuel Supplier and any
                  other Person providing other permanent utility or similar
                  service interconnections to the Facility (including, without
                  limitation, the interconnections with the Gas Pipeline, the
                  WWTP pipeline and the municipal potable water pipeline), the
                  design and construction schedule for the interconnection
                  facilities between the Facility and the systems of such third
                  parties, and shall coordinate the performance of the Services
                  with such other work performed by such third parties in order
                  to enable Contractor's construction of the Facility and such
                  third parties' construction of such other facilities to be
                  completed in accordance with the time frames and performance
                  standards as set forth herein; provided, that Owner hereby
                  acknowledges that Contractor shall not be responsible for
                  managing the activities of such third parties, nor shall
                  Contractor be responsible for such other work performed by
                  such third parties. Contractor shall coordinate with the Fuel
                  Supplier and such other Persons as is necessary to ensure that
                  either Contractor or the Fuel Supplier or such

                                       28
<PAGE>

                  other Person (but not the Owner) shall provide all
                  interconnections between the respective facilities being
                  constructed by Contractor hereunder and by the Fuel Supplier
                  or such other Person. Contractor shall also be responsible for
                  arranging for the construction-period water supply facilities
                  specified in Appendix A hereto (or such other facilities as
                  are reasonably satisfactory to Owner and Contractor) being
                  available at or inside the boundary of the Power Plant Site on
                  or before twenty-seven (27) days after the date specified for
                  site mobilization in the Notice to Proceed.

                           2.1.9 Performance Testing. Contractor shall perform,
         and re-perform if necessary, the Performance Tests and the PPA Output
         Tests in accordance with the provisions of Section 6.2 hereof in order
         to demonstrate achievement of Provisional Acceptance, Interim
         Acceptance and/or Final Acceptance and the level of achievement of the
         Performance Guarantees relating thereto.

                           2.1.10 Start-Up and Initial Operation. The Services
         shall include the start-up of components, calibration of controls and
         equipment, initial operation of the Facility and each portion thereof,
         function and verification tests, and all other start-up and initial
         operation functions pertaining to the Project. At all times during the
         performance of the Services, Contractor shall use all reasonable
         efforts to minimize (consistent with Prudent Utility Practices and the
         terms of this Agreement) the use of fuels, feed materials, utilities,
         consumables, waste disposal services, electricity, water and chemicals.

                           2.1.11 Spare Parts, Consumables and Utilities.
         Contractor shall provide, at its expense, (a) all construction and
         start-up spare parts, (b) the first fills of all lubrication oil,
         grease and resins, and any re-fills thereof required as a result of
         operations up to the Risk Transfer Date, (c) all waste disposal
         services (including, without limitation, for waste water and waste
         chemicals from boiler cleaning) required in connection with the
         performance of the Services, provided that Contractor shall not be
         required to provide and pay for such waste disposal services with
         respect to Facility operations after the Risk Transfer Date, (d) all
         chemicals (including,

                                       29
<PAGE>

         without limitation, all chemicals required to treat water as required
         for testing, start-up or other operation of the Facility up to the Risk
         Transfer Date), (e) all electricity required in connection with its
         performance of the Services, provided that during the period from
         completion of interconnection of the Electrical Interconnection
         Facilities to the Utility's transmission system until completion of
         initial synchronization of the steam turbine generator, Contractor
         shall only be required to pay for (or if Owner shall have already made
         such payment, to promptly reimburse Owner for) all electricity used
         during such period in excess of twelve (12) million kWh, and provided
         further that this clause (e) shall not relieve Owner of its obligations
         under Section 5.8 hereof to arrange for the Utility's provision of such
         interconnection facilities as are necessary to allow for the Electrical
         Interconnection Facilities to be interconnected with the Utility's
         transmission system at the Electrical Interconnection Point at the time
         specified therein, (f) all Gas or other fuel required in connection
         with its performance of the Services, provided that during the period
         from completion of interconnection of the Electrical Interconnection
         Facilities to the Utility's transmission system until completion of
         initial synchronization of the steam turbine generator, Owner shall pay
         for all Gas used by the Facility for startup in accordance with Section
         6.1 hereof and to generate electricity for delivery to the Utility, and
         provided further that this clause (f) shall not relieve Owner of its
         obligations under Section 5.7 hereof to arrange for such facilities as
         are necessary to allow for the delivery of Gas and Fuel Oil to the
         Facility Site at the times specified therein, and (g) all other
         consumables and utilities (including without limitation sewage), and
         all provisions necessary for the delivery of all such items to the
         Facility Site, in each case as required to enable Contractor to perform
         the Services. Contractor shall not be required to provide or pay for
         (i) raw water, (ii) operational spare parts, (iii) any re-fills of
         lubrication oil, grease or resins required as a result of operation of
         the Facility following the Risk Transfer Date, (iv) waste disposal
         services, chemicals, start-up electricity, consumables and other
         utilities required for operation of the Facility following the Risk
         Transfer Date, and (v) Gas or Fuel Oil required for operation of the
         Facility after the Risk Transfer

                                       30
<PAGE>

         Date (or earlier if and to the extent that Owner is responsible under
         clause (f) above for any such fuel used to generate electricity for
         delivery to the Utility), in each case to the extent such items or
         services are expressly required to be provided or paid for by Owner
         under Article 5 hereof.

                           2.1.12 Personnel Training. Commencing six (6) months
         prior to the scheduled date for Provisional Acceptance of the Facility,
         Contractor shall provide on-site classroom training for Owner's and its
         designee's personnel in the operation and maintenance of the Facility
         including, without limitation, safety training, all as more fully
         described in Appendix A hereto. Contractor shall provide on-the-job
         training during the start-up and initial operation phase of the
         Facility. Such training shall be provided in its entirety in English
         and shall be designed to offer basic instruction and training to
         reasonably well-qualified (as reasonably determined by Owner) power
         plant personnel and shall be of such quality so as to provide such
         personnel with a comprehensive understanding of all operational and
         maintenance aspects of the Facility and shall include instruction
         related to the major components of the Facility, including without
         limitation the following: the gas turbine generators, heat recovery
         steam generators, steam turbine generator, make-up water and water
         treatment facilities, air treatment facilities, plant controls, cooling
         tower and distributed controls. Contractor will provide a minimum of
         twenty (20) copies in English of appropriate manuals and other written
         materials as part of the training program. In addition, Contractor's
         training of Owner's personnel shall include coordination of any
         Subcontractor training sessions in a manner sufficient to provide such
         personnel with an adequate understanding of the operation and
         maintenance aspects of each dimension of the Facility as an integrated
         whole, all as more fully described in Appendix A hereto.

                           2.1.13 Facility Site Access and Owner's
         Accommodations. Contractor shall provide Owner (and its designees,
         including without limitation the Independent Engineer and the Utility)
         with access to the Facility Site at all times and arrange for Owner's
         (and such designees') reasonable access to those areas of the
         engineering, manufacturing and fabricating

                                       31
<PAGE>

         premises of all Subcontractors' facilities where work is being
         performed in connection with the Project sufficient to permit Owner
         (and such designees) to inspect work being performed and monitor
         compliance by Contractor and the Subcontractors with the terms hereof.
         In connection therewith, Owner (and such designees) shall comply with
         applicable site visitation policies and shall not interfere with
         progress of the work. Contractor shall make available to Owner as part
         of the Contract Price furnished office space for up to ten (10) people
         at the Facility Site (with temporary utilities) and furnished office
         space (with utilities) for up to five (5) people at or near the home
         office of Contractor for the use by Owner's (or such designees')
         personnel.

                           2.1.14 Real Estate Rights. (a) Contractor has
         reviewed the Real Estate Rights set forth on Appendix G hereto and
         hereby represents and acknowledges that it does not need any additional
         Real Estate Rights in order to perform the Services (provided, however,
         that such representation and acknowledgment by Contractor shall not be
         construed to extend to the status of title to or the existence of liens
         or other similar encumbrances against such Real Estate Rights to the
         extent such matters are not reasonably ascertainable by a visual
         inspection of such Real Estate Rights), and Owner represents that as of
         the date hereof it has no actual knowledge that additional Real Estate
         Rights will be necessary for Contractor's performance of the Services.
         Contractor shall provide all necessary information and documents and
         use all reasonable efforts to assist Owner in obtaining all Real Estate
         Rights required to be obtained by Owner hereunder. If Contractor at any
         time becomes aware of any Real Estate Right that it requires which is
         not listed on Appendix G hereto, Contractor shall immediately give
         notice thereof to Owner.

                           (b) If at any time after the date hereof, performance
         of the Services hereunder requires any Real Estate Right not listed on
         Appendix G hereto (as such Appendix G may be modified pursuant to any
         Scope Change Order issued by Owner hereunder (including, without
         limitation, pursuant to the terms of Section 12.5 hereof)), Contractor
         shall be responsible for obtaining such Real Estate Right at its own
         expense; provided, however, that, without limiting the foregoing, Owner

                                       32
<PAGE>

         shall apply at Contractor's cost and expense for such Real Estate Right
         with the Person from whom such Real Estate Right is to be secured if
         such Real Estate Right is of the type customarily obtained by an owner
         of a project.

                           2.1.15 Clean-Up and Waste Disposal. Contractor shall
         keep the Power Plant Site and such other portions of the Facility Site
         on which Contractor is performing services hereunder clean, and if
         necessary in order to do so, shall perform a daily site clean-up, and
         shall otherwise keep such site free from accumulation of petroleum,
         waste materials (including, without limitation, waste water and waste
         chemicals from any chemical cleaning, and any waste Hazardous Materials
         brought to the Site by Contractor or its Subcontractors), rubbish and
         other debris resulting from performance of the Services. On or before
         Project Completion, Contractor shall remove from the Facility Site all
         petroleum, waste materials (including, without limitation, waste water
         and waste chemicals from any chemical cleaning and any waste Hazardous
         Materials brought to the Site by Contractor or its Subcontractors),
         rubbish and other debris resulting from the Services, as well as all
         tools, construction equipment, machinery and surplus material to which
         Owner does not hold title, and shall leave the Power Plant Site and
         such other portions of the Facility Site on which Contractor performed
         Services hereunder in a neat, clean and usable condition. On or before
         Project Completion, Contractor shall remove, transport and dispose of
         any Hazardous Material transported onto the Facility Site by Contractor
         or any Subcontractor, or created as part of Contractor's or any
         Subcontractor's activities at the Facility Site. All cleanup and
         disposal shall be conducted in accordance with all Applicable Laws and
         Applicable Permits. Contractor shall notify Owner immediately upon the
         discovery of the presence of any Hazardous Material on, or the release
         of Hazardous Material on or from, the Facility Site, and shall proceed
         in accordance with Sections 2.1.7 and 12.12 hereof in connection
         therewith.

                           2.1.16 Project Schedule and Progress Reports. No
         later than sixty (60) days after the Provisional Commencement Date,
         Contractor shall submit to Owner a detailed electronic construction
         schedule that indicates, in a manner consistent with the overall

                                       33
<PAGE>

         construction schedule set forth in Appendix C hereto on the date
         hereof, the proposed dates for completion of the individual features of
         the Services set forth in Appendix C hereto (as such construction
         schedule may be adjusted pursuant to Article 12 hereof, the "Project
         Schedule"), and shall keep and furnish to Owner updated schedules of
         the Services, and Monthly Progress Reports of actual progress of the
         Services by the end of each month. Contractor shall provide five (5)
         hard copies and one (1) electronic copy of such Monthly Progress
         Reports in a format to be mutually and reasonably agreed upon by
         Contractor and Owner. Contractor shall be responsible for ensuring that
         performance of the Services proceeds in general accordance with the
         Project Schedule (as updated from time to time) and for coordinating
         and incorporating the schedules of all Subcontractors into the
         aforementioned schedules and progress reports. In addition, as soon as
         it is practicable but in no event later than one hundred twenty (120)
         days after the Provisional Commencement Date, Contractor shall provide
         Owner with a critical path method schedule (the "CPM Schedule") for the
         Project including activity durations for each major component of the
         Services. The CPM Schedule shall be updated on a monthly basis as the
         Services progress and shall include delay and acceleration analyses
         where appropriate.

                           2.1.17 Taxes; Customs Duties.

                           (a) Contractor shall be responsible for payment of
         all taxes, fees and contributions on or measured by Contractor's
         income, gross receipts or assets, all duties and customs charges and
         levies on Equipment and any other items asociated with the Project
         sourced outside of the United States, and all taxes, fees and
         contributions on or measured by employees or other labor costs of
         Contractor or any Subcontractor, including without limitation all
         payroll or employment compensation tax, social security tax or similar
         taxes for Contractor's or any Subcontractor's employees (collectively,
         the "Contractor Taxes"). Contractor Taxes are included in the Contract
         Price.

                           (b) The Contract Price does not include any
         provisional or local property, license, privilege, sales, use, excise,
         value added, or other similar tax which may now or hereafter be imposed
         by the federal or

                                       34
<PAGE>

         any state government of the United States of America or any of their
         respective political subdivisions upon the sale, purchase or use by
         Contractor of materials, supplies, equipment, services or labor for the
         Project (collectively, the "Project Taxes", and together with the
         Contractor Taxes, the "Taxes"). Project Taxes are for the account of
         the Owner, and Owner agrees to pay any such tax directly to the
         applicable governmental authorities (or, if applicable, to reimburse
         Contractor outside of the Contract Price for any such Project Taxes
         paid by Contractor directly to the applicable governmental authorities)
         within thirty (30) days after receipt of appropriate supporting
         documentation and Contractor's Payment Request. Contractor shall use
         all reasonable efforts to efficiently manage its provision of the
         Services and other work hereunder so as to minimize the incurrence of
         Project Taxes that are to be paid or reimbursed by Owner hereunder.
         Contractor will use its reasonable prudence and diligence in the
         administration of Taxes, and Contractor shall confirm with Owner in
         advance any discretionary action, election or omission permitted in
         connection with the Project Taxes. Project Taxes to be for the account
         of and paid by Owner shall not include taxes that Contractor should not
         have incurred if it had prudently performed the Services consistent
         with its obligation as set forth above to minimize the incurrence of
         Project Taxes, which taxes shall be for the account of and paid by
         Contractor.

                           (c) Contractor shall promptly furnish to the
         appropriate taxing authorities all required information and reports in
         connection with the Taxes, and Contractor shall promptly furnish copies
         of all such information and reports relating to Project Taxes to Owner.
         In addition, Contractor shall, to the extent reasonably possible,
         obtain or take advantage of, for the benefit of Owner, such tax
         exemptions, rebates and credits that Owner has notified Contractor are
         available with respect to the Facility and, upon Owner's request,
         provide breakdowns of the Contract Price by cost components as may be
         reasonably required in connection with Owner's efforts to obtain
         tax-exempt financing. All subcontracts and purchase orders shall be
         written exclusive of any sales or use tax, or, if not so written, shall
         include the amount of such tax as a separate line item on the face of
         such subcontracts

                                       35
<PAGE>

         and purchase orders along with adequate supporting documentation.

                           2.1.18 Employee Identification; Security. Contractor
         shall provide and utilize a method, consistent with Prudent Utility
         Practices, of checking the employees of Contractor and the
         Subcontractors in and out of the Power Plant Site and such other areas
         of the Facility Site in which the Services are to be performed. All
         employees of Contractor and the Subcontractors at the Power Plant Site
         shall be identified by the use of a distinctive badge or other proper
         identification. Contractor shall cause each such employee to carry such
         identification so that it can be readily seen at all times. Contractor
         shall provide the security arrangements as set forth in Appendix A
         hereto for the Project, the Power Plant Site and such other areas of
         the Facility Site on which the Services are to be performed.

                           2.1.19 Adjoining Utilities. Contractor shall do all
         things necessary or expedient to protect any and all parallel,
         converging and intersecting electric lines and poles, telephone lines
         and poles, highways, waterways, railroads, sewer lines, natural gas
         pipelines, drainage ditches, culverts and any and all third-party
         property from damage as a result of its performance of the Services. In
         the event that any such property is damaged or destroyed in the course
         of the performance of the Services, Contractor shall at its own expense
         rebuild, restore or replace such damaged or destroyed property, unless
         such property damage is the result of subsurface conditions which are
         not and should not have been reasonably foreseen by Contractor prior to
         the occurrence of such damage or destruction.

                           2.1.20 Protection of Property. (a) Contractor shall
         provide, and shall ensure that each Subcontractor provides, proper and
         ample protection from damage or loss (including, without limitation,
         theft) to the Project, the Facility Site, materials, construction
         equipment and tools (whether on or off the Facility Site) during its
         performance of the Services. In the event that any of the Facility, the
         Facility Site or other materials, construction equipment or tools are
         damaged, destroyed or lost (including, without limitation, stolen),
         then: (i) if

                                       36
<PAGE>

         such damage, destruction or loss occurred during the period that
         Contractor is responsible for the care, custody and control of the
         Facility and before care, custody and control thereof transfers to
         Owner hereunder, Contractor shall be obligated, in accordance with and
         subject to the provisions of Section 14.15.2 hereof, to rebuild,
         restore or replace such damaged, destroyed or lost items; provided,
         that to the extent such damage, destruction or loss is the result of
         the negligence or intentional misconduct of Owner, its employees or
         agents, Owner shall be responsible, in accordance with and subject to
         the provisions of Section 14.15.2 hereof, for any insurance deductible
         payment applicable thereto, up to the maximum deductible permitted
         hereunder, but in no event to exceed two hundred and fifty thousand
         dollars ($250,000) per occurrence; and (ii) if such damage, destruction
         or loss occurred after care, custody and control of the Facility
         transfers to Owner hereunder, Contractor shall not be so obligated to
         rebuild, restore or replace such damaged, destroyed or lost items;
         provided, that to the extent such damage, destruction or loss is the
         result of the negligence or intentional misconduct of, or otherwise is
         the result of the performance prior to Final Acceptance of the Facility
         hereunder by, Contractor or any Subcontractor or any of their employees
         or agents, Contractor shall be responsible, in accordance with and
         subject to the provisions of Section 14.15.2 hereof, for any insurance
         deductible payment applicable thereto, up to the maximum deductible
         permitted hereunder, but in no event to exceed two hundred and fifty
         thousand dollars ($250,000) per occurrence.

                           (b) Where ingress and egress to and from the Facility
         Site requires the traverse of public or private lands, Contractor shall
         limit the movement of its crews and equipment and of all Subcontractors
         so as to cause as little damage as possible to crops or other property
         and shall use all reasonable efforts to avoid marring such lands. All
         fences and walls which must be opened or moved during construction of
         the Facility shall be replaced or repaired by Contractor. Contractor
         shall not be reimbursed by Owner for costs associated with loss of or
         damage to crops, livestock or other property, whether on or off the
         Facility Site or rights of way thereto, caused by or arising in

                                       37
<PAGE>

         connection with the performance of the Services by Contractor or any
         Subcontractor hereunder.

                           2.1.21 Royalties and License Fees. Contractor shall
         pay all royalties and license fees and shall procure, as required, the
         appropriate proprietary rights, licenses, agreements and permissions
         for materials, equipment, methods, processes and systems incorporated
         into the Project. In performing the Services, Contractor shall not
         incorporate into the Project any materials, equipment, methods,
         processes or systems which involve the use of any confidential
         information, intellectual property or proprietary rights which Owner
         does not have the right to use or which may result in claims or suits
         against Owner or Contractor arising out of claims of infringement of
         any domestic or foreign patent rights, copyrights or other proprietary
         or intellectual property rights, or applications for any such rights,
         or use of confidential information.

                           2.1.22 Final Releases and Waivers.

                                    2.1.22.1 Final Releases and Waivers. On or
                  before the payment of Retainage pursuant to Section 4.2.4(a)
                  hereof or any Termination Payment pursuant to Section 4.4
                  hereof, Contractor shall provide to Owner releases and waivers
                  in accordance with Section 2.1.22.3 hereof (which releases and
                  waivers may be conditioned upon Contractor's receipt of such
                  payment from Owner hereunder) of all claims, liens, security
                  interests or encumbrances in the nature of mechanics', labor
                  or materialmen's liens or otherwise, including those of
                  Subcontractors, against Owner, the Facility, the Facility
                  Site, the Real Estate Rights and all other Project property
                  and equipment, arising out of or in connection with the
                  Services; provided, that Contractor is not required to provide
                  such releases or waivers with respect to (i) any Permitted
                  Liens that are being contested in good faith by Contractor and
                  comply with the requirements set forth in clause (a) or (b) of
                  the definition thereof, (ii) any claim, lien or other
                  encumbrance for amounts that are the subject of a good faith
                  dispute between Contractor and Owner, provided that the
                  amount(s) in dispute do not

                                       38
<PAGE>

                  exceed two million dollars ($2,000,000) in the aggregate,
                  (iii) any claim , lien, security interest or other encumbrance
                  for the payment of any unpaid portion of the Project
                  Completion Payment or other remaining Retainage that may
                  become due to Contractor hereunder and (iv) any claim arising
                  after the date Owner receives such releases or waivers,
                  including any claims thereafter arising under Article 13 or 14
                  hereof, provided that this clause (iv) shall not include any
                  claim that directly or indirectly is a claim relating to
                  compensation for the Services performed hereunder.

                                    2.1.22.2 Failure of Major Subcontractors to
                  Furnish Final Waivers. If any of the major Subcontractors
                  listed in Appendix U hereto fail to furnish a final release
                  and waiver required pursuant to Section 4.6 hereof, in lieu
                  thereof Contractor shall either (i) furnish a bond or other
                  collateral, in form and substance satisfactory to Owner and
                  the Financing Parties, to fully indemnify Owner against any
                  loss resulting from such claims, liens or other interests of
                  such Subcontractor, or (ii) otherwise demonstrate to the
                  reasonable satisfaction of Owner and its Financing Parties
                  that such Subcontractors will have no ability under Applicable
                  Law to encumber any part of the Facility or the Facility Site.

                                    2.1.22.3 Forms of Final Waivers. The forms
                  of required final releases and waivers for Contractor and such
                  major Subcontractors are set forth in Appendices I-1, and I-3
                  hereto, respectively.

                           2.1.23 Labor Relations and Project Labor Agreements.
         Contractor shall be responsible for all labor relations matters
         relating to the Project and shall at all times use all reasonable
         efforts to maintain harmony among the unions (if any) and other
         personnel employed in connection with the Project. Contractor shall at
         all times use all reasonable efforts and judgment as an experienced
         contractor to adopt and implement policies and practices designed to
         avoid work stoppages, slowdowns, disputes and strikes.

                                       39
<PAGE>

                           2.1.24 Further Assurances. Contractor shall execute
         and deliver all further instruments and documents, and take all further
         action, including but not limited to providing reasonable assistance to
         Owner in filing a notice of completion with the appropriate state and
         local lien recording offices, that may be necessary or that Owner may
         reasonably request in order to enable Contractor to complete
         performance of the Services or to effectuate the purposes or
         requirements of this Agreement.

                           2.1.25 Coordination with Other Contractors.
         Contractor shall use all reasonable efforts not to interfere with the
         performance at the Facility Site of any other contractors designated by
         Owner and to provide any such contractors a reasonable opportunity to
         introduce and store materials and perform their services at the
         Facility Site, provided such efforts and such other contractors do not
         interfere with Contractor's performance of work at the Facility Site.
         Contractor shall use all reasonable efforts to cooperate with Owner and
         any such other contractors to coordinate Contractor's Services with the
         work of such other contractors.

                           2.1.26 Not used.

                           2.1.27 Guaranty. Simultaneously with the execution of
         this Agreement, Contractor shall cause Siemens Corporation to guarantee
         irrevocably and unconditionally the performance and payment of all of
         Contractor's obligations hereunder by executing and delivering to Owner
         a guaranty substantially in the form set forth in Appendix L hereto
         (the "EPC Guaranty").

                  2.2 Commencement of the Services. Except for such Services the
performance of which commences prior thereto pursuant to Sections 2.2.1 and
2.2.2 hereof, Contractor shall commence performance of the Services on the date
which Owner specifies (the "Commencement Date") in a written notice delivered to
Contractor in the form set forth as Appendix J-3 hereto (the "Notice to
Proceed"); provided, however, that the Notice to Proceed shall not be effective
unless either (i) the Financial Closing Date shall have occurred on or prior to
the Commencement Date or (ii) Owner shall have caused The AES Corporation
("AES") to guaranty irrevocably and unconditionally the performance and payment

                                       40
<PAGE>

of all of Owner's obligations hereunder up to the Financial Closing Date, by
executing and delivering to Contractor a guaranty in substantially the form set
forth in Appendix M hereto (the "AES Pre-Financial Closing Guaranty").

                           2.2.1 Preliminary Notice to Proceed. The Parties
         hereby acknowledge and agree that on May 1, 1998, and prior to the
         delivery of the Provisional Notice to Proceed or the Notice to Proceed,
         Owner and Contractor entered into a preliminary agreement in the form
         set forth in Appendix J-1 hereto (the "Preliminary Notice to Proceed")
         pursuant to which Contractor is to commence performance of specified
         portions of the Services on the applicable dates set forth therein.

                           2.2.2 Provisional Notice to Proceed. The Parties
         hereby acknowledge and agree that prior to the delivery of the Notice
         to Proceed, Owner may issue a provisional notice to proceed in the form
         set forth in Appendix J-2 hereto (the "Provisional Notice to Proceed")
         which will require Contractor to commence performance of the Services
         (including the full release of engineering, manufacturing and
         procurement) on the date specified therein (the "Provisional
         Commencement Date").

                           2.2.3 Pre-Commencement Date Termination or
         Suspension. (a) Notwithstanding any provision in this Agreement to the
         contrary, if this Agreement were to be terminated by Owner pursuant to
         Section 15.1 hereof after the Preliminary Notice to Proceed but prior
         to the occurrence of the Commencement Date, the total cancellation
         costs that Owner shall be responsible for hereunder in connection with
         the Services undertaken by Contractor following such Preliminary Notice
         to Proceed shall be equal to the difference of (i) the cancellation
         amount minus (ii) [*] in each case as set forth on Exhibit 1 of the
         Preliminary Notice to Proceed for the Project Month in which such
         termination occurs (provided, that if prior to any such termination the
         pre-Commencement Date Services under Sections 2.2.1 and 2.2.2 hereunder
         shall have been suspended hereunder, the period of such suspension
         shall be excluded for purposes of determining the applicable Project
         Month on said Exhibit 1). Owner and Contractor hereby acknowledge and
         agree that the cancellation charges fixed pursuant to the Preliminary
         Notice to Proceed and this Section

                                       41
<PAGE>

         2.2.3(a) are reasonable, and have been agreed upon and fixed hereunder
         by the Parties because of the difficulty of ascertaining on the date
         hereof the exact amount of cancellation-related costs that will be
         actually incurred by Contractor in such event, and the Parties hereby
         agree that the fixed amounts specified herein shall be applicable
         regardless of the amount of such costs actually incurred by Contractor
         as a result of any termination of this Agreement by Owner pursuant to
         Section 15.1 hereof prior to the Commencement Date.

                           (b) Contractor will be paid monthly in arrears
         (within thirty (30) days of receipt by Owner of an invoice and
         reasonable supporting documentation therefor) for the pre-Commencement
         Date Services actually performed under Sections 2.2.1 and 2.2.2 in
         accordance with the Payment Schedule set forth on Exhibit 2 of the
         Preliminary Notice to Proceed; [*]. In addition, upon the occurrence of
         the Commencement Date, Owner shall withhold from the first Scheduled
         Payment to be made to Contractor on or after the Commencement Date
         under Section 4.2.2 hereof, as Retainage, an amount equal to 5% of all
         payments theretofor made to Contractor pursuant to this Section
         2.2.3(b), which Retainage shall be in addition to the 5% of such
         Scheduled Payment to be withheld from such payment as Retainage
         pursuant to Section 4.2.4 hereof.

                           (c) If the Provisional Commencement Date shall not
         have occurred on or before September 23, 1998, or if the Commencement
         Date shall not have occurred on or before January 31, 1999, in either
         case for any reason other than Contractor's breach of its obligations
         hereunder or a Force Majeure Event, Contractor may suspend its
         performance of the Services under Sections 2.2.1 and 2.2.2 hereof upon
         ten (10) days' prior written notice to Owner, which suspension may
         continue until such time as the Provisional Commencement Date or the
         Commencement Date, as the case may be, occurs hereunder. If Contractor
         so suspends its performance hereunder, each of the Guaranteed
         Completion Dates, the Construction Progress Milestone Dates, the
         Payment and Milestone Schedule and the Project Schedule shall be
         extended by the same number of days as the Contractor's performance is
         so suspended

                                       42
<PAGE>

         under this Section 2.2.3(c); provided, however, that if such suspension
         continues for more than sixty (60) days, such day-for-day schedule
         extension shall no longer be applicable and instead an equitable
         adjustment to one or more of the Contract Price, the Guaranteed
         Completion Dates, the Construction Progress Milestone Dates, the
         Payment and Milestone Schedule, the Project Schedule and, as
         appropriate, such other provisions of this Agreement that may be
         affected thereby, shall be made by the agreement of Owner and
         Contractor or otherwise pursuant to Article 12 or 21 hereof.

                           2.2.4 Reservation Fee. In connection with
         Contractor's reservation of two "501G econopacs" for the Project,
         Contractor and Owner hereby acknowledge and agree that prior to the
         date of this Agreement Owner has paid to Contractor a reservation fee
         of [*].

                  2.3 Performance.

                           2.3.1 Standard of Performance. Without limiting any
         other provision of this Agreement, (a) Contractor shall perform the
         Services in accordance with Prudent Utility Practices, generally
         accepted standards of professional care, skill, diligence and
         competence applicable to engineering, construction and project
         management practices, all Applicable Laws, all Applicable Permits, the
         Real Estate Rights, the Quality Assurance Plan, the Electrical
         Interconnection Requirements, the Environmental Requirements set forth
         in Appendix S hereto, the safety precautions set forth in Section 2.5
         hereof and all of the requirements necessary to maintain the warranties
         granted by the Subcontractors pursuant to Section 3.4 hereof, and (b)
         the Project shall be constructed and erected (i) in a good workmanlike
         manner, (ii) using Prudent Utility Practices for use by a contractor in
         connection with power stations of the same or similar size and type as
         the Facility that are intended to have at least a 25-year useful life
         (when operated and maintained in accordance with the Instruction
         Manual, the PPA Operating Requirements and manufacturers'
         instructions), and (iii) in accordance with the Design

                                       43
<PAGE>

         Documents and Appendix A hereto. All engineering work requiring
         certification under Applicable Law shall be certified by professional
         engineers licensed and properly qualified to perform such engineering
         services in all appropriate jurisdictions, which engineers and their
         qualifications shall be subject to the review and approval procedures
         set forth in Section 2.1.4 hereof. In the event of Contractor's
         noncompliance with this paragraph, subject to the following proviso,
         Contractor's sole obligation and Owner's exclusive remedy for such
         noncompliance shall be as stated in Article 10 hereof; provided,
         however, that nothing in this sentence or in Article 10 hereof in any
         way detracts from or limits any of (A) Contractor's obligation to
         physically complete the Project for the compensation provided under
         this Agreement, (B) Contractor's obligation to achieve Final Acceptance
         of the Facility and to cause the Project to comply with all Applicable
         Laws, all Applicable Permits, the Electrical Interconnection
         Requirements, the PPA Operating Requirements and the Guaranteed
         Emissions Limits, (C) Contractor's liability for willful breach of its
         obligations hereunder and (D) Contractor's obligations under Articles
         7, 8, 10 and 13 hereof.

                           2.3.2. Timeliness of Performance. Contractor shall
         perform the Services in accordance with the Project Schedule and shall
         cause (a) each Construction Progress Milestone to be achieved on or
         prior to the applicable Construction Progress Milestone Date, (b)
         either Provisional Acceptance or Interim Acceptance of the Facility to
         occur on or prior to the Guaranteed Provisional Acceptance Date, and
         (c) Final Acceptance of the Facility to occur on or before the
         Guaranteed Final Acceptance Date; provided, however, that Contractor's
         failure to satisfy any of clauses (a) through (c) above shall not
         constitute an Event of Default hereunder except as set forth in Section
         16.1(j) or (k) hereof.

                           2.3.3 Order of Performance. Owner shall have the
         right to request that Contractor perform any part or parts of the
         Services before any other part or parts of such Services, and
         Contractor shall use all reasonable efforts to comply with such
         request; provided, that Contractor shall not be obligated to comply
         with such request if compliance would, in Contractor's reasonable
         judgment, adversely affect

                                       44
<PAGE>

         Contractor's ability to meet the Project Schedule, the Performance
         Guarantees, the Guaranteed Completion Dates, the Construction Progress
         Milestone Dates or the warranties hereunder, or increase the cost to
         Contractor of performing the Services. Compliance by Contractor with
         such a request shall not relieve Contractor of any obligation hereunder
         or affect its liability for failure to perform in accordance with this
         Agreement.

                           2.3.4 Compliance with Approved Plans. In the event
         that Contractor shall have submitted an Approved Plan to Owner pursuant
         to Section 7.2.1 and/or 7.6.2 hereof, Contractor shall perform the
         Services in accordance with such Approved Plan.

                  2.4 Compliance with Applicable Laws, Applicable Permits and
the Guaranteed Emissions Limits. (a) Contractor shall strictly comply with and
shall cause all Subcontractors and the Project and all components thereof
(including without limitation the design, engineering, construction and
operability of the Project) to strictly comply with all Applicable Laws and
Applicable Permits as they may be in effect at the time of Contractor's or such
Subcontractor's performance hereunder. Without limiting the foregoing, the
effect of any change in Applicable Laws or Applicable Permits enacted after the
date of this Agreement shall be determined under Section 12.5 hereof.

                  (b) Contractor shall perform the Services such that the
Facility, when operated in accordance with the Instruction Manual and the PPA
Operating Requirements (regardless of whether the Facility is operated at 700 MW
or at a different output) on Gas and on Fuel Oil, respectively, as of
Provisional Acceptance, Interim Acceptance and Final Acceptance, will comply
with all Applicable Laws and Applicable Permits, the Electrical Interconnection
Requirements and the Guaranteed Emissions Limits in accordance with the
Completed Performance Test requirements set forth in Section 6.2.7. hereof.

                  2.5 Safety Precautions. Contractor shall be solely responsible
for safety precautions and programs in connection with the performance of the
Services, and shall implement and administer a safety and health program for the
Services to be performed at the Facility Site which shall include: (a)
development of a Project safety manual establishing Contractor and Subcontractor
safety guidelines

                                       45
<PAGE>

and requirements, (b) conducting of weekly Project safety meetings with all
Subcontractors, (c) development, implementation and enforcement of procedures
for advising Subcontractors of, and correction of, safety violations and
deficiencies, and (d) taking of all other actions necessary to provide a safe
work environment in accordance with Applicable Laws and Applicable Permits.
Contractor shall take all reasonable precautions for the safety of, and shall
provide all reasonable protection to prevent damage, injury or loss to: (x) all
Persons employed by Contractor or Subcontractors in connection with the Services
to be performed and all other Persons who may be affected thereby, (y) all
materials and equipment to be incorporated into the Project, whether in storage
on or off the Facility Site, owned by and/or under the care, custody or control
of Contractor or any Subcontractor, and (z) other property at the Facility Site
or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation or replacement
in the course of construction. Contractor shall require all Subcontractors
working on the Facility Site to comply with all safety requirements in effect at
all such times.

                           2.5.1 Hazards. When the use or storage of explosives
         or other hazardous materials or equipment is necessary for completion
         of the Project or the execution of the Services, or when the conditions
         under which the Services must be performed are necessarily hazardous,
         Contractor shall exercise the utmost care and shall carry on such
         activities under the supervision of properly qualified personnel.

                           2.5.2 Public Safety. Contractor shall erect and
         maintain, as required by existing conditions and progress of the
         Project or as otherwise required by Applicable Law, Applicable Permits
         or any governmental authority, all reasonable safeguards (including
         such reasonable safeguards established by Owner from time to time) for
         safety and protection of the public, including supplying and
         maintaining in good condition safety equipment, lighting, wire fences
         and warning signals, employing guards, posting danger signs and other
         warnings against hazards, promulgating safety regulations and notifying
         owners and users of adjacent highways, waterways and utilities.

                                       46
<PAGE>

                           2.5.3 OSHA. Contractor shall comply with and shall
         cause all Subcontractors to comply with all applicable occupational
         safety and health laws, child labor laws and other Applicable Laws
         relating to safety and health.

                                    ARTICLE 3
                                  Subcontracts

                  3.1 Major Specialty Consultants, Subcontractors and Equipment
Suppliers.

                           3.1.1 Approved Subcontractors' List. Set forth in
         Appendix E hereto is a list of certain equipment vendors, suppliers,
         materialmen, consultants and subcontractors (and, if applicable, the
         permitted countries of manufacture or fabrication relating thereto)
         agreed to by the Parties and from which Contractor shall be obligated
         to select those vendors, suppliers, materialmen, consultants and
         subcontractors who will be executing subcontracts for the tasks
         specified on such list in connection with the performance by Contractor
         or any Subcontractor of the Services (the "Approved Subcontractors
         List"). Owner shall have the right to recommend additions or deletions
         to the Approved Subcontractors List from time to time (provided, that
         any such recommended addition or deletion shall only be made with the
         Contractor's approval, which shall not be unreasonably withheld), and
         shall have the right to approve any successor or replacement of any
         Person listed on such list or any other vendor, supplier, materialman,
         consultant or subcontractor selected by Contractor (which approval
         shall not be unreasonably withheld). No later than sixty (60) days
         after execution of this Agreement, Contractor shall enter into
         Subcontracts with applicable Subcontractors from the Approved
         Subcontractors List for the provision of the Architect/ Engineer
         services.

                           3.1.2 Equipment Standards. In connection with the
         purchase of any items of equipment or machinery from any Subcontractor,
         Contractor shall purchase only such models of equipment, machinery or
         materials for incorporation into the Project as have attained the
         standards of reliability and performance in the electrical generating
         industry that are

                                       47
<PAGE>

         consistent with Prudent Utility Practices and the requirements of
         Article 10 hereof.

                           3.1.3 Subcontractors and Related Information. All
         vendors, suppliers, materialmen, consultants and subcontractors
         providing equipment, materials or services directly or indirectly to
         Contractor in connection with the Project are herein referred to as
         "Subcontractors". Contractor shall provide to Owner such information
         concerning the Subcontractors or the subcontracts and purchase orders
         as Owner may reasonably request from time to time; provided, that
         Contractor shall not be required to disclose any confidential
         information including but not limited to proprietary cost or pricing
         data, that Contractor, in its reasonable judgment, has a legitimate
         business reason to withhold.

                  3.2 Purchase Orders and Subcontracts. Contractor's purchase
orders, subcontracts and similar purchase forms in connection with the Project
shall comply with the applicable requirements of this Agreement (including
without limitation the requirements set forth in Section 15.3 hereof). All
purchase orders and subcontracts for the Equipment specified in Appendix U
hereto shall contain a recommended spare parts list and a price list covering
all spare and replacement parts pertaining to the subject matter of such
purchase order or subcontract.

                  3.3 Payments to Subcontractors. Contractor shall be solely
responsible for paying (or arranging for the payment on its behalf to) each
Subcontractor and any other Person to whom any amount is due from Contractor for
services, equipment, materials or supplies in connection with the Project. Prior
to any such payment, Contractor shall take all reasonable steps to ensure that
such equipment, materials and supplies have been or will be received, inspected
and approved and that such services have been or will be properly performed in
accordance with the requirements of this Agreement.

                  3.4 Subcontractor Warranties. Contractor shall, for the
protection of Owner, obtain guarantees and warranties from all Subcontractors
with respect to all material machinery, equipment, services, materials, supplies
and other items used and installed hereunder on terms and conditions that are
consistent with Contractor's customary practices for projects of similar type
and capacity to the

                                       48
<PAGE>

Project, and such guarantees and warranties shall not be amended, modified or
otherwise discharged without the prior written consent of Owner. Contractor
shall cause such guarantees and warranties received from Subcontractors with
respect to the Equipment specified in Appendix U hereto to cover a period of not
less than the Warranty Period set forth in clause (a) or (b), as applicable, of
the definition thereof. Contractor shall enforce such Subcontractor guarantees
and warranties obtained hereunder to the fullest extent thereof until such time
as they are transferred to Owner pursuant to Section 15.3 hereof. To the extent
that the scope or term of any of the guarantees and warranties obtained under
this Section 3.4 exceeds the scope or term of any of the guarantees or
warranties provided by Contractor pursuant to Article 10 hereof, and until such
Subcontractor guarantees and warranties are transferred to Owner pursuant to
Section 15.3 hereof, Contractor shall enforce such Subcontractor guarantees and
warranties on behalf of Owner to the fullest extent thereof. Without the consent
of Owner, neither Contractor nor its Subcontractors nor any Person under
Contractor's control shall take any action which could release, void, impair or
waive any such warranties or guarantees on equipment, materials or services.
Nothing in this Section 3.4 shall detract from or limit any of the obligations
of Contractor to provide the warranties described in, and to comply with the
provisions of, Article 10 hereof.

                  3.5 Subcontractor Insurance. Contractor shall require all
Subcontractors to obtain, maintain and keep in force during the time in which
they are engaged in performing Services, insurance coverages that are consistent
with Contractor's customary practices for such types of subcontracts for
projects of similar type and capacity to the Project and with the requirements
of Section 14.9 hereof, if applicable.

                  3.6 No Privity with Subcontractors. Owner shall not be deemed
by virtue of this Agreement or its performance hereunder to have any contractual
obligation to or relationship with any Subcontractor.

                  3.7 Review and Approval not Relief of Contractor's Liability.
The review, approval, consent and selection by Owner (or its designees) as to
the Approved Subcontractors List or as to Contractor's entering into any
subcontract or purchase order (including, without limitation, that for
performance of the Performance Tests)

                                       49
<PAGE>

shall not relieve Contractor of any of its duties, liabilities or obligations
under this Agreement, and Contractor shall be liable hereunder to the same
extent as if such subcontract or purchase order had not been entered into. Any
inspection, review, approval or selection by Owner (or its designees) permitted
under this Agreement of any portion of the Services or of any work in progress
by Contractor or Subcontractors shall not relieve Contractor of any duties,
liabilities or obligations under this Agreement.

                  3.8 Assignability of Subcontracts. With respect to each
subcontract and purchase order entered into between Contractor and any
Subcontractor in connection with any of the Equipment specified in Appendix U
hereto, Contractor shall ensure that, and, with respect to each other
subcontract and purchase order entered into between Contractor and any
Subcontractor in connection with the Project, Contractor shall use all
reasonable efforts to ensure that, each such subcontract and purchase order is
assignable from Contractor to Owner (and its assignees).

                  3.9 Quality Control. Contractor shall ensure that all
Subcontractors establish and implement a quality control system in their work
and manufacturing processes which assures that all goods and services supplied
hereunder will comply with the quality assurance program guidelines required of
such Subcontractors as set forth in the Quality Assurance Plan.

                                    ARTICLE 4
                                Price and Payment

                  4.1 Contract Price. As full consideration to Contractor for
the full and complete performance of the Services and all costs incurred in
connection therewith, Owner shall pay, and Contractor shall accept, the sum of
two hundred fourteen million nine-hundred fifty thousand dollars ($214,950,000),
to be paid in installments as set forth in Section 4.2 hereof, as such sum may
be adjusted pursuant to Section 4.3 and Article 12 hereof (such adjusted amount
referred to as the "Contract Price").

                  4.2 Payment Schedule. With respect to the Services actually
performed by Contractor pursuant to Sections 2.2.1 and 2.2.2 hereof prior to the
Commencement Date, Owner shall pay Contractor in accordance with the provisions
of Section 2.2.3(b) hereof. Commencing with the

                                       50
<PAGE>

Commencement Date, the Contract Price (minus an amount equal to the sum of all
payments made to Contractor pursuant to said Section 2.2.3(b))shall be paid by
Owner to Contractor in installments, in accordance with the Payment and
Milestone Schedule ("Scheduled Payments") attached hereto as Appendix B, as
adjusted pursuant to Section 4.3 and Article 12 hereof, which Scheduled Payments
shall be subject to Retainage pursuant to Section 4.2.4 hereof. The first
Scheduled Payment to be made on or after the occurrence of the Commencement Date
shall also be subject to additional Retainage pursuant to Section 2.2.3(b)
hereof. Owner and Contractor may agree from time to time to amend the Payment
and Milestone Schedule to reflect changes in the order of performance of the
Services. Any Retainage withheld by Owner pursuant to Sections 2.2.3(b) and
4.2.4 hereof will be paid by Owner to Contractor pursuant to Section 4.2.4
hereof, which payments shall not be subject to any further Retainage.

                           4.2.1 Payments Upon Termination Prior to the
         Commencement Date. In the event that this Agreement is terminated prior
         to the Commencement Date for any reason other than Contractor's failure
         to perform, Owner shall, on the date that is thirty (30) days after the
         later of Owner's receipt of an invoice therefor and the date of such
         termination, pay the applicable fixed cancellation charges due to
         Contractor from Owner pursuant to Section 2.2.3(a) hereof with respect
         to the Services performed by Contractor thereunder prior to such
         termination in accordance with the standards of performance set forth
         in this Agreement; provided, that Owner shall not be required to make
         any such payment until Contractor has executed and delivered all
         documents and taken all steps necessary to transfer all of Contractor's
         right, title and interest in and to Project equipment and related
         services to Owner or to such affiliate of Owner or such third party
         purchaser as Owner may designate in writing in accordance with Section
         4.4(b) or 15.1 hereof. Except as set forth in the preceding sentence,
         Owner shall have no other payment or reimbursement obligation to
         Contractor with respect to Contractor's performance of Services prior
         to the Commencement Date hereunder, and Contractor hereby acknowledges
         and agrees that all costs and expenses incurred by Contractor (other
         than those expressly described in the preceding sentence) in performing
         Services hereunder prior to the Commencement Date will be at its own
         risk and expense and that it

                                       51
<PAGE>

         hereby waives any and all rights to require any payment therefor from
         Owner, whether arising hereunder, at law or in equity, except as
         expressly set forth in the preceding sentence.

                           4.2.2 Conditions to Scheduled Payments. Subject to
         the terms of this Article 4, Owner shall, within thirty (30) days after
         the later of (i) each successive applicable payment date set forth in
         the Payment and Milestone Schedule and (ii) receipt by Owner of an
         invoice package from Contractor in which Contractor certifies that (1)
         all of the milestones set forth on the Payment and Milestone Schedule
         required to be achieved prior to such payment date have been achieved
         in compliance with the standards of performance set forth in Section
         10.1 hereof and (2) it is performing the Services hereunder in a timely
         manner consistent with achieving Final Acceptance of the Facility no
         later than the Guaranteed Final Acceptance Date (the "Contractor's
         Payment Request"), make or cause to be made the Scheduled Payments to
         Contractor with respect to the Services performed; provided, that:

                           (a) Owner shall not be obligated to make any
                  Scheduled Payment hereunder if the Owner, or at the Owner's
                  election, the Independent Engineer fails to confirm the
                  matters so certified to by Contractor in the Contractor's
                  Payment Request with respect to such payment; provided,
                  further, that if Contractor disputes the decision of the Owner
                  or the Independent Engineer, as the case may be, and it is
                  determined pursuant to Article 21 hereof that the Owner or the
                  Independent Engineer, as the case may be, should have
                  confirmed the matters so certified by Contractor in the
                  Contractor's Payment Request with respect to such payment, but
                  failed to do so, then Contractor shall be entitled to interest
                  on such Scheduled Payment in accordance with Section 25.1
                  hereof to be accrued from the date such Scheduled Payment
                  would otherwise have been due to Contractor until the date
                  actually paid to Contractor;

                           (b) Owner shall not be obligated to make any
                  Scheduled Payment hereunder until Contractor has supplied
                  Owner with the certification and waivers required pursuant to
                  Section 4.6 hereof; and

                                       52
<PAGE>

                           (c) If this Agreement is terminated before the
                  Project Completion Payment is made, Owner shall not be
                  obligated to make further Scheduled Payments or other payments
                  except in accordance with Section 4.4 hereof, if and to the
                  extent applicable.

                           4.2.3 Deferral of Scheduled Payments. Subject to the
         following sentence, any Scheduled Payment that Owner is not obligated
         to, and does not, make under Section 4.2.2 hereof shall be made,
         without interest, following the applicable payment date under Section
         4.2 hereof, within fifteen (15) days of the date on which all
         conditions described in such Section are satisfied. In no event shall
         Owner, as a result of deferred Scheduled Payment(s) or otherwise, be
         obligated to make more than one payment per month of amounts due to
         Contractor under this Agreement (other than any Termination Payment
         hereunder); rather, Contractor shall submit to Owner only one invoice
         package per month, which invoice package will set forth all amounts
         then due to Contractor hereunder (including any deferred Scheduled
         Payment(s) or other non-scheduled payments due, as well as the
         Scheduled Payment for such month).

                           4.2.4 Retainage. Owner shall withhold from each
         Scheduled Payment, other than the Project Completion Payment, an amount
         equal to 5% of such payment, and shall also withhold from the first
         Scheduled Payment to be made on or after the occurrence of the
         Commencement Date an additional amount as set forth in Section 2.2.3(b)
         hereof, which withheld amounts shall be held by Owner as retainage
         ("Retainage"). Subject to Section 4.8 hereof, Retainage shall be paid
         to Contractor in accordance with the following:

                           (a) Within fifteen (15) days after the determination,
                  in accordance with the terms of this Agreement, that Final
                  Acceptance of the Facility has been achieved (provided that
                  Contractor shall first have paid in full any Provisional
                  Acceptance Late Completion Payments and any Performance
                  Guarantee Payments due to Owner hereunder, which payment may,
                  at Contractor's election, be made in whole or part by Owner's
                  set-off pursuant to Section 4.8 hereof as

                                       53
<PAGE>

                  long as after such set-off Owner still holds Retainage in at
                  least the amounts Owner is entitled to retain under this
                  clause (a)) and receipt by Owner of documentation in the forms
                  specified in Appendix I hereto establishing that the
                  requirements of Section 4.6 and 2.1.22 hereof have been met,
                  all Retainage, except for the sum of one million dollars
                  ($1,000,000) and one hundred fifty percent (150%) of the cost
                  of completing all Punch List items as determined by the
                  Independent Engineer, shall be paid to Contractor;

                           (b) Within thirty (30) days after Project Completion
                  pursuant to Section 6.6 hereof, all remaining Retainage, shall
                  be paid to Contractor in accordance with the terms of Section
                  4.2.5 hereof.

                           4.2.5 Project Completion Payment. Owner shall make to
         Contractor the payment of the sum of the unpaid balance of the Contract
         Price (including all Retainage (the "Project Completion Payment")
         within thirty (30) days after Project Completion.

                  4.3 Price Adjustments.

                           4.3.1 Base Scope Changes; Scope Options. (a) Owner
         and Contractor hereby agree that as expressly set forth in Section A of
         Appendix O hereto, the applicable Scope Changes set forth in said
         Section A of Appendix O (the "Base Bid Scope Changes") will be made
         hereunder. On or before the Provisional Commencement Date, Owner shall
         issue a Scope Change Order setting forth the adjustments to the
         Contract Price (as the Contract Price set forth in Section 4.1 hereof
         does not include any of the price adjustments for such Base Bid Scope
         Changes), as expressly set forth in said Section A of Appendix O hereto
         as being applicable to such specified circumstances.

                           (b) In its sole discretion and by delivery of a
         written notice to Contractor on or prior to the respective dates
         provided in Section B of Appendix O hereto for each scope option listed
         therein, Owner may add to the Services one or more of the scope options
         listed in said Section B of Appendix O. In the event Owner makes any
         such election(s), (i) the Contract

                                       54
<PAGE>

         Price shall be adjusted in accordance with the respective provisions of
         Section B of Appendix O hereto that are expressly set forth therein as
         being applicable to such scope option(s), and (ii) corresponding
         adjustments to the Payment and Milestone Schedule shall be made as
         reasonably agreed upon by Owner and Contractor.

                  4.4 Payment upon Termination. (a) Upon termination of this
Agreement at any time after the Commencement Date pursuant to Section 15.1 or
15.2 hereof, Contractor shall be entitled to be paid at the time specified in
Section 4.4.2 hereof an amount (the "Termination Payment") equal to the sum of
(1) any and all Scheduled Payments due and owing to Contractor on or prior to
the date of termination, (2) any pro-rata portion of the Scheduled Payment due
for that month in which such termination occurs, (3) all Retainage held by Owner
at such time, and (4) all reasonable, actual termination costs for all aspects
of the Services properly performed by Contractor and its Subcontractors (which
costs shall include, without limitation, cancellation charges and demobilization
costs and the administrative and legal costs incurred in assigning Subcontracts
to Owner pursuant to Section 4.4(b)(x) hereof), as audited and accepted by an
independent certified public accounting firm selected by Owner and reasonably
acceptable to Contractor, to the extent such costs are not covered by clauses
(1) and (2) directly above; provided, however, that costs incurred by Contractor
in connection with items procured by Contractor shall not be included in the
Termination Payment until Contractor shall have delivered to Owner (or to
Owner's designee, which may be any other AES affiliate or any third party
purchaser, provided that such assignment is consistent with the provisions of
Article 17 and Section 25.16 hereof) all documents necessary to transfer all of
Contractor's right, title and interest in and to such items to Owner (or such
designee) and, with respect to such items which Contractor has received
possession of, Contractor shall have delivered such items to Owner (or such
designee), in each case free and clear of all liens and encumbrances made by,
through or under Contractor or any Subcontractor (subject to Owner's payment of
the Termination Payment due hereunder). Contractor shall use all reasonable
efforts to minimize any termination costs under clause (4) above.

                  (b) As conditions precedent to receiving any termination
payment under Section 4.2.1 hereof or any

                                       55
<PAGE>

Termination Payment pursuant to Section 4.4 hereof, Contractor shall (x) if
Owner so requests, execute and deliver all such papers and take all such steps,
including legal assignments, as required for the purpose of fully vesting in
Owner (or its designee) all contractual rights of Contractor under all
subcontracts, purchase orders, warranties, guarantees and other agreements
(provided that with respect to any such contractual rights relating to
Subcontractors other than those Subcontractors on the Approved Subcontractor
List and other than any other Subcontractors with respect to the equipment
specified in Appendix U hereto, Contractor shall be obligated to cause such
vesting only to the extent such rights are so assignable and only to the extent
required under Section 15.3(a) hereof) and (to the extent permitted under
Applicable Law) all rights and obligations of Contractor under Applicable
Permits and (y) comply with the requirements of Section 2.1.22 hereof.

                           4.4.1 Verification of the Termination Payment.
         Contractor shall, within sixty (60) days of any such termination of all
         or part of the Services, make available for review by Owner and the
         independent accounting firm referred to in clause (4) of Section 4.4(a)
         hereof all invoices and other documentation as are sufficient to enable
         Owner to verify the performance of the Services and such accounting
         firm to verify Contractor's costs associated therewith, in order to
         determine the amount of the Termination Payment due thereunder. The
         Termination Payment shall not include the costs of future anticipated
         profit.

                           4.4.2 Payment of the Termination Payment. Owner shall
         pay the Termination Payment to Contractor within thirty (30) days of
         Owner's receipt of the documentation required under Sections 4.4(b) and
         4.4.1 hereof.

                           4.4.3 Limitation of Liability. Payment of the
         Termination Payment under this Section 4.4 or payment of the amounts
         specified under Section 4.2.1 hereof, as the case may be, shall be the
         sole and exclusive liability of Owner to Contractor, and the sole and
         exclusive remedy of Contractor, with respect to termination of this
         Agreement pursuant to Section 15.1 or 15.2 hereof. In no event shall
         Owner have any further liability to Contractor in any such event for
         actual, incidental, consequential or other damages

                                       56
<PAGE>

         resulting from such termination, notwithstanding the actual amount of
         damages that Contractor may have sustained.

                  4.5 No Payment in the Event of Material Breach.
Notwithstanding any other provision to the contrary contained herein, Owner
shall have no obligation to make any payment to Contractor at any time when
Contractor is in material breach of this Agreement; provided, however, that if
Contractor is diligently pursuing a cure of such material breach and if
Contractor satisfies the conditions to payment set forth in Section 4.2.2
hereof, then unless and until Owner elects to commence pursuing its rights and
remedies under Section 16.2 hereof, Owner shall pay Contractor an amount equal
to the lesser of (i) the Scheduled Payment(s) that would otherwise be due and
payable on such date under this Agreement and (ii) the value (as reasonably
determined by Owner) of the Services provided by Contractor hereunder since the
last Scheduled Payment (or portion thereof) made by Owner; and provided further,
that if Owner's determination that Contractor is in material breach hereof is
subsequently found pursuant to Article 21 hereof to be incorrect, then
Contractor shall be entitled to interest on the unpaid amounts from the date
such amounts should have been paid hereunder until such time such payments are
made at the interest rate specified in Section 25.1 hereof. Any partial payments
made by Owner pursuant to clause (ii) above shall be credited against the first
Scheduled Payments remaining under the Payment and Milestone Schedule. On the
payment date next following the date on which all material breaches of
Contractor have been remedied, Owner shall make all payments withheld during the
continuation of such material breaches without interest, subject to the
provisions of this Article 4, less any amounts due from Contractor to Owner
pursuant to Section 16.2 hereof.

                  4.6 All Payments Subject to Release of Claims.

                           4.6.1 Interim Waivers. On or before any payment to
         Contractor hereunder in connection with the payment of the Contract
         Price (excluding any Retainage, the Project Completion Payment and any
         Termination Payment, as the provisions of Section 2.1.22 hereof shall
         apply with respect to such excluded payments), Contractor shall (a)
         certify to Owner that (1) there are no claims, liens, security
         interests or encumbrances against the Facility, the Facility Site and
         any and all interests and estates therein, and all

                                       57
<PAGE>

         improvements and materials placed on the Facility Site, arising out of
         or in connection with performance by Contractor or any Subcontractor of
         the Services through the date of the invoice covering such payment
         outstanding or known to exist at the date of such certification, other
         than any Permitted Liens or any claims that are the subject of a good
         faith dispute between Contractor and Owner (provided that the amount(s)
         in dispute do not exceed one million dollars ($1,000,000) in the
         aggregate), or (2) if any such claims, liens, security interests and
         encumbrances (other than any such Permitted Liens and disputed claims)
         exist, upon payment to Contractor of such Scheduled Payment all such
         claims, liens, security interests and encumbrances shall be
         extinguished, and Contractor shall promptly deliver to Owner evidence
         of such extinguishment, and (b) provide to Owner a waiver and release,
         in substantially the form attached hereto as Appendix I-2, of all
         claims against the Facility, the Facility Site and any and all
         interests and estates therein, and all improvements and materials
         placed thereon, arising out of or in connection with performance by
         Contractor of the Services through the date of the invoice covering
         such payment, other than any such Permitted Liens and disputed claims.
         If any lien or claim of lien, other than a Permitted Lien, is filed
         against any portion of the Project, Owner may withhold from any
         Scheduled Payment or other payment payable to Contractor an amount
         sufficient to discharge any or all such liens or claims and, after
         thirty (30) days from the time such lien or claim is made (or sooner,
         if the Applicable Law would otherwise allow the claimant to proceed to
         enforce such lien or claim), may discharge such lien or claim with the
         moneys withheld, whereupon for purposes of this Agreement such moneys
         shall be deemed to have been paid to Contractor hereunder.

                           4.6.2 Final Release from Subcontractors. In addition
         to the interim waivers required under Section 4.6.1 above, on or prior
         to the payment date next following the date on which final payment to
         such Subcontractor is made, with respect to each Subcontractor
         providing the services or equipment listed in Appendix U hereto,
         Contractor shall deliver to Owner a copy of a final release and waiver,
         in the form of Appendix I-3 hereto. Notwithstanding the foregoing, if
         Contractor is unable to deliver a final

                                       58
<PAGE>

         release and waiver required under this Section 4.6.2, Contractor may
         provide to Owner in lieu thereof either (a) a bond or other collateral,
         in form and substance satisfactory to Owner and the Financing Parties,
         to fully indemnify Owner against any loss resulting from claims of such
         Subcontractor or (b) otherwise demonstrate to the reasonable
         satisfaction of Owner and its Financing Parties that such
         Subcontractors will have no ability under Applicable Law to encumber
         any part of the Facility or the Facility Site.

                  4.7 Payment or Use not Acceptance. No Scheduled Payment or
other payment to Contractor or any use of the Facility by Owner shall constitute
an acceptance of any of the Services or shall relieve Contractor of any of its
obligations or liabilities with respect thereto.

                  4.8 Set-Off. Owner may deduct and set-off against any part of
the balance due or to become due to Contractor under this Agreement, and/or may
apply any Retainage held by Owner for payment of, any amounts due from
Contractor to Owner under or in connection with this Agreement (including,
without limitation, any amounts due under Articles 5, 7, 8, 10, 13, 14 or 16
hereof). The application of any Retainage in payment of any amounts due from
Contractor hereunder pursuant to this Section 4.8 shall not constitute a cure of
any such payment default by Contractor hereunder unless after such application
of Retainage, Owner holds Retainage in the aggregate amount that Owner would
then be entitled to hold as Retainage under Section 4.2.4 hereof. In the event
that Owner sets-off pursuant to this Section 4.8 against any amount due to
Contractor hereunder an amount believed by Owner to be due from Contractor to
Owner hereunder, but which is subsequently determined to be not due from
Contractor to Owner hereunder, then Contractor shall be entitled to interest on
such set-off amount at the interest rate specified in Section 25.1, which
interest shall accrue from the date such set-off amount would otherwise have
been due to Contractor until the date actually paid to Contractor.

                                    ARTICLE 5
                                 Owner Services

                  5.1 Representative. Owner shall designate a representative who
shall be acquainted with the Project and shall have authority to administer this
Agreement on behalf

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<PAGE>

of Owner, agree upon procedures for coordinating Owner's efforts with those of
Contractor and furnish information, when appropriate, to Contractor.

                  5.2 Facility Site. No later than the Commencement Date, Owner
shall furnish to Contractor access to the Facility Site, as set forth on
Appendix H hereto, for all on-site construction-related activities, subject to
the availability of, and the terms and conditions of, any Applicable Permits
(other than Building Permits) required to be obtained by Owner with respect to
such activities under Section 5.3 hereof. Subject to the provisions of Section
20.2 hereof, Contractor hereby agrees that the Facility Site as described in
Appendix H hereto, together with the Real Estate Rights designated in Appendix G
hereto, is suitable and sufficient for Contractor to perform the Services.

                  5.3 Permits and Real Estate Rights. (a) Owner shall secure and
maintain at its own expense (i) all Applicable Permits and Real Estate Rights
which are listed in Appendices F and G hereto, respectively, and designated
therein as Owner's responsibility, and (ii) all other Applicable Permits (other
than Building Permits) and Real Estate Rights (other than those required to be
obtained by Contractor pursuant to Section 2.1.14 hereof), if any, required for
completion of the Project (including without limitation all such Applicable
Permits and Real Estate Rights required to be obtained or maintained in
connection with the transmission of electricity to the Utility and operation of
the Project).

                  (b) If any Applicable Permit necessary for performance of the
Services (other than any Building Permit) is not obtained when required under
this Agreement and Contractor was reasonably delayed in the performance of the
Services as a direct result thereof, the provisions of Section 5.9 hereof shall
apply.

                  (c) If any Real Estate Right listed in Appendix G or H hereto
and required for the performance of the Services is not obtained when required
under this Agreement and Contractor was reasonably delayed in the performance of
the Services as a direct result thereof, the provisions of Section 5.9 hereof
shall apply.

                  (d) Owner shall cooperate with Contractor and shall use all
reasonable efforts to provide all necessary information and documents and
otherwise assist Contractor in

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<PAGE>

connection with Contractor's efforts to obtain the Applicable Permits and, if
applicable, any Real Estate Rights required to be obtained by Contractor
hereunder pursuant to Section 2.1.5 and/or 2.1.14(b) hereof.

                  (e) In the event that the inability of a Party to obtain any
Applicable Permit (including without limitation any Building Permit) or Real
Estate Right required hereunder is caused by a Force Majeure Event, the
provisions of this Section 5.3 are subject to, and are not intended to
supersede, the provisions of this Agreement relating to Force Majeure Events
(including without limitation Article 11 and Section 12.7 hereof).

                  5.4 Start-Up Personnel. Owner (or its designee) shall provide
at its own expense operating and maintenance personnel of such number as Owner,
in good faith, reasonably determines is appropriate for the normal, day-to-day,
in-service operation and maintenance of the Facility, which personnel shall be
trained by Contractor and assist Contractor by performing normal operating and
maintenance duties in connection with the start-up of the Facility and the
performance of the Performance Tests and PPA Output Tests. Said personnel will
be available to Contractor for such purposes until Final Acceptance of the
Facility. Contractor shall be responsible for providing technical guidance to,
and shall otherwise direct, Owner's operating and maintenance personnel during
the start-up and testing of the Facility. Contractor shall not be responsible
for the gross negligence or intentional misconduct of any of Owner's operating
and maintenance personnel. Any personnel required in addition to those provided
by Owner pursuant to this Section 5.4 will be the responsibility of Contractor.
The provision of personnel by Owner (or its designee) pursuant to this Section
5.4 shall not relieve Contractor of any of its obligations or liabilities
hereunder.

                  5.5 Water, Spare Parts, Waste Disposal and Consumables. Owner
shall furnish (a) all raw water from the Pennsy Supply quarry required for
Contractor's performance of the Services, provided that this clause (a) shall
not relieve Contractor of its obligations under Sections 2.1.8 and 2.1.11 hereof
to arrange for all facilities necessary to allow for the delivery of such water
from the Pennsy Supply quarry to the Power Plant Site (including without
limitation the facilities specified in Appendix A hereto) and for all treatment
of such water required for such use, (b) all facilities necessary to allow for
the delivery of water from

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<PAGE>

the WWTP to the Power Plant Site, (c) all operational spare parts, (c) all waste
disposal services required with respect to Facility operations after the Risk
Transfer Date and (d) any refills of lubrication oil, grease, resins and other
consumables (including water treatment chemicals) which are required as a result
of operation of the Facility after the Risk Transfer Date; provided, that this
Section 5.5 shall not relieve Contractor of any of its obligations under Article
II hereof, including without limitation Sections 2.1.8 and 2.1.11 hereof.

                  5.6 Utilities. Owner shall arrange for and pay for the
provision of all permanent utilities required for the start-up, testing and
operation of the Facility (other than any excess electricity requirements for
which Contractor is responsible pursuant to Section 2.1.11 hereof), and shall
not be responsible for any other utilities that will be required at the Facility
Site during the construction of the Facility, other than for arranging for (i)
the availability of raw water to Contractor at the Pennsy Supply quarry as set
forth in Section 5.5 hereof, (ii) the availability at the boundary of the Power
Plant Site of the Fuel Supplier's natural gas pipeline facilities and such other
delivery facilities or arrangements as are necessary for the delivery of Fuel
Oil as set forth in Section 5.7 hereof, (iii) during the period from completion
of interconnection of the Electrical Interconnection Facilities to the Utility's
transmission system until completion of initial synchronization of the steam
turbine generator, the provision of up to twelve (12) million kWh of
electricity, and (iv) the availability at the Electrical Interconnection Point
of the Utility's electrical interconnection facilities as set forth in Section
5.8 hereof.

                  5.7 Fuel. Owner shall arrange for the Fuel Supplier's natural
gas pipeline system to be made available for interconnection with the Facility
at the interconnection point identified in Appendix A hereto, with such
facilities to be scheduled to be so available for such interconnection
twenty-one (21) weeks prior to the Guaranteed Provisional Acceptance Date
(provided that Contractor has made the Facility available as reasonably required
to permit such interconnection to be made). Owner shall arrange for the
provision of Gas and Fuel Oil (and, at Owner's option, No. 2 Fuel Oil (but not
for use with respect to the testing requirements hereunder)) as required for the
start-up, testing and operation of the Facility, with such supply of

                                       62
<PAGE>

Gas and Fuel Oil to be scheduled to be available twenty-one (21) weeks prior to
the Guaranteed Provisional Acceptance Date, provided that Contractor shall have
given Owner prior written notice of the Gas and Fuel Oil requirements for the
commencement of Facility testing, and shall have reconfirmed such requirements
if necessary, on or before the date on which Owner is required to notify (and,
if applicable, reconfirm with) the Fuel Supplier of such requirements under its
fuel supply arrangements (provided that such notification requirements are
consistent with Prudent Utility Practices). Unless Owner and the Fuel Supplier
otherwise agree, the commencement of Facility testing shall not occur prior to
such scheduled date. During the period from completion of interconnection of the
Electrical Interconnection Facilities to the Utility's transmission system until
completion of initial synchronization of the steam turbine generator, Owner
shall arrange and pay for the provision of all Gas used by the Facility for
startup in accordance with Section 6.1 hereof and for Facility operation that
generates electricity for delivery to the Utility.

                  5.8 Electrical Interconnection. Owner shall arrange for the
Utility's electrical interconnection facilities between the Electrical
Interconnection Point and the Utility's transmission system to be constructed
and made available for interconnection with the Facility at the Electrical
Interconnection Point at least eight (8) months prior to the Guaranteed
Provisional Acceptance Date (provided that Contractor has made the Facility
available as reasonably required to permit such interconnection to have been
made by such date).

                  5.9 Owner's Failure to Meet Obligations. If Owner fails to
meet any of its obligations under this Article 5, then, to the extent that
Contractor was reasonably delayed in the performance of the Services as a direct
result thereof, an equitable adjustment to one or more of the Contract Price,
the Guaranteed Completion Dates, the Construction Progress Milestone Dates, the
Payment and Milestone Schedule and the Project Schedule, and, as appropriate,
such other provisions of this Agreement that may be affected thereby, shall be
made by agreement of Owner and Contractor or otherwise pursuant to Article 12 or
21 hereof.

                  5.10 Approvals. Owner shall use all reasonable efforts to
furnish in a timely manner all required review or

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<PAGE>

other appropriate action or information with respect to all drawings, samples,
estimates, schedules, questions and other items submitted by Contractor. Owner
shall also use all reasonable efforts to cause the Independent Engineer to
respond within the time periods contemplated herein with respect to its reviews
of payment invoices, Performance Test results and any other matters hereunder
requiring its review and approval. If Owner fails to furnish such required
review or other appropriate action or information, or if the Independent
Engineer fails to respond to the matters requiring its review and approval,
within the time periods specified therefor in this Agreement, then to the extent
that Contractor was reasonably delayed in the performance of the Services as a
direct result thereof, the provisions of Section 5.9 hereof shall apply.

                  5.11 Administration of Third Party Project Agreements. Owner
shall use all reasonable efforts to administer and coordinate the establishment
of, and upon the reasonable request of Contractor the continued participation by
all third parties other than Contractor Responsible Parties (including the
Utility, the Fuel Supplier and other third parties supplying permanent utilities
to the Project) in connection with, such meetings and other interactions between
such third parties and Contractor as are reasonably necessary for Contractor's
performance of the Services hereunder.

                  5.12 AES Pre-Financial Closing Guaranty. On or before the date
of execution of this Agreement, Owner shall cause AES to provide the AES
Pre-Financial Closing Guaranty.

                                    ARTICLE 6
                      Completion and Acceptance of Project

                  6.1 Project Start-up; Mechanical Completion.

                           6.1.1 Project Start-up. (a) Contractor shall be
         responsible for the start-up and synchronization of the Facility with
         the transmission system of the Utility in accordance with Applicable
         Laws, Applicable Permits, Prudent Utility Practices, the Electrical
         Interconnection Requirements, the PPA Operating Requirements (to the
         extent applicable to start-up and synchronization) and the Instruction
         Manual. Contractor shall provide Owner and the Utility with at least
         fifty (50) days' prior written notice of

                                       64
<PAGE>

         the expected start-up, commissioning and testing of the Facility and
         shall keep Owner and the Utility duly advised of any changes in the
         expected dates. Contractor shall (1) no later than thirty (30) days
         prior to expected initial operation of the Facility in parallel with
         the Utility's system, provide as-built plans and specifications as
         reasonably acceptable to the Utility for the Electrical Interconnection
         Facilities (including Protective Apparatus), and (2) prior to
         interconnection and parallel operation of the Facility with the
         Utility's system, provide a written certification, in form and
         substance reasonably satisfactory to the Utility, from the licensed
         inspection agency or registered professional engineer engaged by
         Contractor prior to commencement of construction of the Electrical
         Interconnection Facilities and who is reasonably acceptable to the
         Utility, to the effect that the Electrical Interconnection Facilities
         (including the Protective Apparatus) have been inspected, are
         satisfactory and are in compliance with applicable Accepted Electrical
         Practices, in each case in accordance with the requirements of Section
         7.5(a) of the Power Purchase Agreement. Contractor shall not commence
         any start-up or testing of the Facility for operation in parallel with
         the Utility system without the prior consent of the Utility pursuant to
         Section 7.5(b) of the Power Purchase Agreement; provided, however, that
         in the event that the Utility unreasonably withholds its consent to
         such operation despite the Facility and its Electrical Interconnection
         Facilities being consistent with the Electrical Interconnection
         Requirements, Prudent Utility Practices and the other standards of
         performance required hereunder (including without limitation Appendix A
         hereto), then, to the extent that Contractor was reasonably delayed in
         the performance of the Services as a direct result thereof, the
         provisions of Section 5.9 hereof shall apply.

                           (b) Owner, the Utility, the Financing Parties and the
         Independent Engineer shall be permitted to have their own or their
         designee's personnel on the Facility Site to observe and verify all
         synchronization procedures and Performance Tests. Subject to Section
         2.3.1 hereof, Contractor shall, until the occurrence of Provisional
         Acceptance of the Facility, manage the operation of the Facility in the
         course of performing any start-up, commissioning and testing
         activities, in

                                       65
<PAGE>

         consultation with Owner and its operating personnel in a manner
         consistent with Applicable Laws, Applicable Permits, Prudent Utility
         Practices, the Electrical Interconnection Requirements (including
         required approvals by the Utility), the PPA Operating Requirements (to
         the extent applicable to start-up, commissioning and testing
         activities) and the Instruction Manual.

                           6.1.2 Mechanical Completion. Mechanical Completion
         shall be achieved hereunder with respect to the Facility if the
         following conditions have been met:

                           (a) All equipment and facilities necessary for the
                  full, safe and reliable operation of the Facility have been
                  properly constructed, installed, insulated and protected where
                  required, and correctly adjusted, and can be safely used for
                  their intended purposes in accordance with the Instruction
                  Manual and all Applicable Laws and Applicable Permits;

                           (b) The tests required for Mechanical Completion that
                  are identified in Appendix D hereto have been successfully
                  completed;

                           (c) The Facility is fully and properly interconnected
                  and synchronized with the electrical system of the Utility in
                  accordance with the Electrical Interconnection Requirements,
                  and all features and equipment of the Facility are capable of
                  operating simultaneously; and

                           (d) The complete performance by Contractor of all the
                  Services relating to the Facility under this Agreement, except
                  for any remaining Punch List items, Performance Tests, PPA
                  Output Tests, and Reliability Run applicable thereto, in
                  compliance with the standards of performance set forth in this
                  Agreement, such that the Facility meets all of the
                  requirements set forth in this Agreement applicable thereto
                  (including, without limitation, Appendix A hereto, but
                  excluding the achievement of the Guaranteed Emissions Limits
                  and the Performance Guarantees).

                                    6.1.2.1 Notice and Report of Mechanical
                  Completion. When Contractor believes that it has

                                       66
<PAGE>

                  achieved Mechanical Completion, it shall deliver to Owner a
                  notice thereof (the "Notice of Mechanical Completion"). The
                  Notice of Mechanical Completion shall contain a report in a
                  form reasonably acceptable to Owner and with sufficient detail
                  to enable Owner to determine whether Mechanical Completion has
                  been achieved.

                                    6.1.2.2 Achievement of Mechanical
                  Completion. Owner shall, within ten (10) days (or such shorter
                  period as may be practicable with the Owner's use of all
                  reasonable efforts) following receipt of the Notice of
                  Mechanical Completion, inspect the Facility, review the report
                  submitted by Contractor and either (a) deliver to Contractor a
                  certificate stating that the requirements under Section 6.1.2
                  have been satisfied (the "Mechanical Completion Certificate")
                  or (b) if reasonable cause exists for doing so, notify
                  Contractor in writing that Mechanical Completion has not been
                  achieved, stating the reasons therefor. In the event that
                  Mechanical Completion has not been achieved in accordance with
                  the provisions of this Section 6.1.2 as so determined by
                  Owner, Contractor shall promptly take such action or perform
                  such additional Services as will achieve Mechanical Completion
                  of the Facility and shall issue to Owner another Notice of
                  Mechanical Completion pursuant to Section 6.1.2.1 hereof. Such
                  procedure shall be repeated as necessary until Mechanical
                  Completion of the Facility has been achieved; provided,
                  however, that Owner shall respond to Contractor no later than
                  three (3) days following receipt of any re-submitted Notice of
                  Mechanical Completion. For all purposes of this Agreement, the
                  date of achievement of Mechanical Completion shall be the date
                  on which Owner delivers to Contractor the Mechanical
                  Completion Certificate corresponding to the actual achievement
                  of Mechanical Completion pursuant to this Section 6.1.2.2.

                  6.2 Performance Tests and PPA Output Tests. Once Mechanical
Completion has been achieved and subject to the provisions of Section 6.2.1
hereof, Contractor shall perform the Performance Tests and the PPA Output Tests
of the Facility in accordance with Appendix D hereto. Owner shall designate and
make available qualified and authorized

                                       67
<PAGE>

representatives to observe the Performance Tests and the PPA Output Tests and
monitor the taking of measurements to determine the level of achievement of the
Performance Guarantees, all in accordance with Appendix D hereto. The Utility
and the Independent Engineer shall be permitted, upon the Owner's request, to
observe the Performance Tests and the PPA Output Tests. Subject to Section 6.3.4
hereof, until Final Acceptance of the Facility has occurred, Contractor may
undertake efforts to improve the performance of the Facility and may cause
additional Performance Tests to be performed and re-performed in order to
improve the performance results to reduce Contractor's liability for amounts
payable as Performance Guarantee Payments with respect to the Facility.
Contractor shall keep Owner's representative continuously apprised of the
specific schedule, and changes therein, for the commencement and re-performance
of Performance Tests or PPA Output Tests. Contractor, at its discretion, may
prematurely terminate any Performance Test or PPA Output Tests in a manner
consistent with Appendix D hereto, the Electrical Interconnection Requirements,
the PPA Operating Requirements, Applicable Laws, Applicable Permits and Prudent
Utility Practices. Prior to commencing any Performance Tests or PPA Output Tests
hereunder, Owner and Contractor shall mutually and reasonably agree upon more
detailed procedures and notice requirements regarding rescheduling or restarting
any such tests, which procedures and notice requirements shall be subject to the
approval of the Independent Engineer and the Utility.

                           6.2.1 Performance Test and PPA Output Test Criteria.
         Each Performance Test which is used in connection with achievement of
         Provisional Acceptance, Interim Acceptance and Final Acceptance shall
         consist of the operation of the Facility as a whole in accordance with
         the performance test terms and conditions set forth in Part A of
         Appendix D hereto while using Gas for fuel and, in connection with
         Final Acceptance only, while using Fuel Oil for fuel, in each case with
         such operation of the Facility to include the operation of each
         subsystem of the Facility with each other subsystem. Each PPA Output
         Test shall consist of the operation of the Facility or an individual
         Unit thereof, as the case may be, as a whole in accordance with the
         performance test terms and conditions set forth in Part B of Appendix D
         hereto while using Gas for fuel and while using Fuel Oil for fuel, as
         applicable, in each case with such operation of the

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         Facility or such Unit, as the case may be, to include the operation of
         each subsystem of the Facility or such Unit, as the case may be, with
         each other subsystem thereof.

                           6.2.2 Not used.

                           6.2.3 Notice of Performance Testing or PPA Output
         Tests. Contractor shall give Owner (i) Contractor's schedule for
         Performance Tests and PPA Output Tests and their projected commencement
         dates at least thirty (30) days prior thereto, and (ii) at least
         fourteen (14) days' written notice in advance of the date on which
         Contractor intends to commence such testing of the Facility under this
         Agreement. Within five (5) days of receipt of any such notice of
         testing, Owner shall either (a) instruct Contractor to proceed with
         such testing, or (b) instruct Contractor to delay such testing if
         Mechanical Completion has not been achieved by such date. Contractor
         shall not attempt to cause such testing to be performed if Owner gives
         notice to Contractor of any aspect of the Project which has not been
         completed by Contractor, the completion of which is required for the
         safe operation of all or any part of the Facility during a Performance
         Test or PPA Output Test in accordance with Applicable Laws, Applicable
         Permits, Prudent Utility Practices, the Instruction Manual, the
         Electrical Interconnection Requirements and the PPA Operating
         Requirements (to the extent applicable to such testing operations). If
         Owner delays such performance and output testing because of Owner's
         failure to perform any of its obligations under this Agreement or if
         the Utility is unable or unwilling to receive the net power output
         generated during the test in accordance with Prudent Utility Practices,
         then, to the extent that Contractor was reasonably delayed in the
         performance of the Services as a direct result thereof, the provisions
         of Section 5.9 hereof shall apply.

                           6.2.4 Disposition of Output. At all times when
         Contractor desires to conduct start-up, testing (including Performance
         Tests and PPA Output Tests), or other operations of any portion of the
         Facility in furtherance of Performance Tests or PPA Output Tests or
         repair and maintenance, Owner shall, subject to the terms and
         conditions of the Power Purchase Agreement, at no expense to
         Contractor, arrange for the

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         disposition of the Project's output of electricity (in accordance with
         the requirements set forth in Appendix A hereto) in such manner as
         Owner shall determine. All output of electricity from the Project and
         all proceeds from the sale thereof shall be the property of Owner.

                           6.2.5 Not Used.

                           6.2.6 Reconfiguration. After each Performance Test or
         PPA Output Test conducted or attempted hereunder, Contractor shall use
         its best efforts to leave the Project in, or return the Project to, the
         best operating control settings and configurations for the Project for
         those periods during which Contractor is not causing any Performance
         Tests or PPA Output Tests to be conducted.

                           6.2.7 Completed Performance Tests and Completed PPA
         Output Tests. By the report described in Section 6.3.1, 6.4.1, 6.5.1.1
         or 6.6.2 hereof, Contractor may declare any Performance Test or any PPA
         Output Test completed in accordance with Section 6.2.1 above to be a
         Completed Performance Test or Completed PPA Output Test, respectively,
         if and only if during such tests the operation of the Facility complies
         with all Applicable Laws, Applicable Permits, the Electrical
         Interconnection Requirements, the PPA Operating Requirements (to the
         extent applicable to such testing operations) and the Guaranteed
         Emissions Limits; provided, however, that unless Owner in its sole
         discretion otherwise agrees in writing, the operation of the Facility
         shall not constitute a Completed Performance Test or Completed PPA
         Output Test, respectively, hereunder if such compliance with Applicable
         Laws, Applicable Permits and other required emission standards is based
         upon a temporary waiver or variance or other temporary grace period,
         rather than based on demonstrated compliance with all such Applicable
         Laws, Applicable Permits and other required emission standards that the
         Facility will have to be capable of complying with on a long term
         basis.

                  6.3 Provisional Acceptance. Provisional Acceptance shall be
achieved hereunder with respect to the Facility, if the following conditions
have been met:

                  (a) Contractor has caused a Completed Performance Test in
         accordance with Section 6.2 hereof to be

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         concluded in which the Facility, while operating on Gas, demonstrates
         during such Performance Test an average net electrical output and a net
         heat rate (each as measured and corrected to the design operating
         conditions, all in accordance with the procedures set forth in Appendix
         D hereto) of 95% (or higher) of the Gas-based Electrical Output
         Guarantee and 108% (or lower) of the Gas-based Heat Rate Guarantee
         (provided that each such level of achievement shall be calculated in
         the manner described in Sections 8.1.1 and 8.1.2 hereof, respectively);
         provided, however, that if any correction, repair or replacement work
         has been required to be made to the Facility pursuant to Article 10
         hereof or if Contractor has made any modifications to the Facility, in
         either case since the date of such Completed Performance Test, which
         work or modifications could reasonably be expected to adversely affect
         the performance of the Facility, then Owner may require Contractor to
         conduct another Completed Performance Test on the Facility in
         accordance with Section 6.2 hereof, which Completed Performance Test
         shall be utilized for purposes of this Section 6.3(a);

                  (b) Contractor has caused a Completed PPA Output Test in
         accordance with Section 6.2 hereof to be concluded in which the
         Facility demonstrates (i) a level of achievement of 95% (or higher) of
         the Gas-based Electrical Output Guarantee, while operating on Gas (with
         such level of achievement to be calculated in the manner set forth in
         Part B of Appendix D hereto), and (ii) to the Utility's reasonable
         satisfaction, the other capabilities required to be so demonstrated
         pursuant to Part B of Appendix B hereto; and

                  (c) The Facility has achieved, and continues to satisfy the
         requirements for the achievement of, Mechanical Completion.

                           6.3.1 Notice and Report of Provisional Acceptance.
         When Contractor believes that it has achieved Provisional Acceptance of
         the Facility, it shall deliver to Owner a notice thereof (the "Notice
         of Provisional Acceptance"). The Notice of Provisional Acceptance shall
         contain a report of the results of the Performance Test and the PPA
         Output Test and a report of the Services completed, in each case in a
         form acceptable to Owner and with sufficient detail to

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         enable Owner to determine whether Provisional Acceptance of the
         Facility has been achieved.

                           6.3.2 Achievement of Provisional Acceptance. Owner
         shall inspect the Facility and all Services completed by Contractor
         with respect thereto, review the results of the Performance Test or the
         PPA Output Test and the reports submitted by Contractor and either (a)
         deliver to Contractor a certificate stating that the requirements under
         Section 6.3 hereof have been satisfied (the "Provisional Acceptance
         Certificate"), or (b) if reasonable cause exists for doing so, notify
         Contractor in writing that Provisional Acceptance of the Facility has
         not been achieved, stating the reasons therefor, provided Owner shall
         use all reasonable efforts to deliver such certificate or notice within
         five (5) days, but no later than ten (10) days, following receipt of
         the Notice of Provisional Acceptance.

                           6.3.2.1 Re-Submission. In the event Owner determines
         that Provisional Acceptance has not been achieved, Contractor shall
         promptly take such action or perform such additional Services as will
         achieve Provisional Acceptance and, if Contractor believes that
         Provisional Acceptance of the Facility has been achieved, shall issue
         to Owner another Notice of Provisional Acceptance pursuant to Section
         6.3.1 hereof. Unless Interim Acceptance or Final Acceptance of the
         Facility shall have previously occurred, such procedure shall be
         repeated as necessary until Provisional Acceptance of the Facility has
         been achieved; provided, however, that Owner shall respond to
         Contractor no later than three (3) days (or such shorter period as may
         be practicable with the Owner's use of all reasonable efforts)
         following receipt of any re-submitted Notice of Provisional Acceptance.

                           6.3.2.2 Date of Achievement. Except as set forth
         below in this Section 6.3.2.2, the date of achievement of Provisional
         Acceptance of the Facility shall be the date on which Owner delivers to
         Contractor the Provisional Acceptance Certificate corresponding to the
         actual achievement of Provisional Acceptance of the Facility pursuant
         to Section 6.3.2 hereof; provided, however, that solely for the
         purposes of calculating the Provisional Acceptance Late Completion
         Payments as set forth in Section 7.2 hereof, the date of

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         achievement of Provisional Acceptance shall be deemed to be the earlier
         of (i) the date of Provisional Acceptance as set forth above in this
         Section 6.3.2.2 and (ii) the date on which the Facility is deemed to
         have achieved its Commercial Operation Date under the Power Purchase
         Agreement.

                           6.3.3 Operation of the Facility. Upon the earliest to
         occur of Provisional Acceptance, Interim Acceptance and Final
         Acceptance of the Facility, Owner shall take possession and control of
         the Facility and shall thereafter be solely responsible for the
         operation and maintenance thereof, except as otherwise set forth
         herein. Prior to such possession and control by Owner, Contractor
         shall, in the course of performing any start-up, commissioning and
         testing activities, in consultation with Owner and its operating
         personnel, operate the Facility in a manner consistent with Applicable
         Laws, Applicable Permits, Prudent Utility Practices, the Electrical
         Interconnection Requirements, the PPA Operating Requirements (to the
         extent applicable to such start-up, commissioning and testing
         activities), the Instruction Manual, and the other requirements set
         forth in this Agreement.

                           6.3.4 Access Following Owner's Taking Possession and
         Control of the Facility.

                                    6.3.4.1 Access Following Owner's Taking
                  Possession and Control of the Facility. After Owner takes
                  possession and control of the Facility pursuant to Section
                  6.3.3 hereof, Contractor (i) shall have reasonable access to
                  the Facility and the reasonable cooperation of Owner so as to
                  complete the Services (including without limitation making
                  reasonable repair and replacement alternatives to minimize any
                  Performance Guarantee Payments under Article 8 hereof if Final
                  Acceptance of the Facility has not yet occurred) and to
                  perform its obligations pursuant to Article 10 hereof, and
                  (ii) to the extent necessary to so complete the Services and
                  perform its obligations under Article 10 hereof, shall have
                  reasonable access to plant operating data and records.
                  Contractor shall complete the Services and shall perform its
                  obligations under Article 10 with minimal interference to
                  operations of the Facility, and only to the extent necessary

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                  and consistent with Owner's rights and obligations under the
                  Power Purchase Agreement.

                                    6.3.4.2 No Interference With Operations.
                  Notwithstanding anything to the contrary in this Section
                  6.3.4, following the first to occur of Provisional Acceptance,
                  Interim Acceptance and Final Acceptance of the Facility, Owner
                  shall not be obligated hereunder to shutdown, reduce or
                  otherwise interfere with its operation of the Facility as a
                  direct or indirect result of allowing Contractor access
                  pursuant to this Section 6.3.4. However, Owner will provide
                  Contractor with reasonable advance notice of any extended
                  scheduled outages of the Facility and the expected duration
                  thereof.

                  6.4 Interim Acceptance. Interim Acceptance shall be achieved
hereunder with respect to the Facility if the following conditions have been met
(it being understood that Contractor may achieve Interim Acceptance one or more
times, provided that on each successive demonstration (i) the level of
achievement of the Gas-based Electrical Output Guarantee under the relevant
Completed Performance Test is not less than the level of achievement thereof
demonstrated at Provisional Acceptance or the immediately preceding Interim
Acceptance, as the case may be, and (ii) the level of achievement of the
Gas-based Heat Rate Guarantee under the relevant Completed Performance Test is
not higher than the level of achievement thereof demonstrated at Provisional
Acceptance or the immediately preceding Interim Acceptance, as the case may be):

                  (a) Contractor has caused a Completed Performance Test in
         accordance with Section 6.2 hereof to be concluded in which the
         Facility, while operating on Gas, demonstrates during such Performance
         Test an average net electrical output and a net heat rate (each as
         measured and corrected to the design operating conditions, all in
         accordance with the procedures set forth in Appendix D hereto) of 95%
         (or higher) of the Gas-based Electrical Output Guarantee (but in no
         event lower than the percentage of the Gas-based Electrical Output
         Guarantee demonstrated by the applicable Completed Performance Test and
         Completed PPA Output Test at Provisional Acceptance, if applicable) and
         104% (or lower) of the Gas-based Heat Rate Guarantee (provided that
         each such level of achievement shall be

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         calculated in the manner described in Sections 8.1.1 and 8.1.2 hereof,
         respectively); provided, however, that if any correction, repair or
         replacement work has been required to be made to the Facility pursuant
         to Article 10 hereof or pursuant to the Maintenance Agreement or if
         Contractor has made any modifications to the Facility, in either case
         since the date of such Completed Performance Test, which work or
         modifications could reasonably be expected to adversely affect the
         performance of the Facility, then Owner may require Contractor to
         conduct another Completed Performance Test on the Facility in
         accordance with Section 6.2 hereof, which Completed Performance Test
         shall be utilized for purposes of this Section 6.4(a);

                  (b) In the event that neither Provisional Acceptance nor
         Interim Acceptance of the Facility has theretofore occurred hereunder,
         Contractor has caused a Completed PPA Output Test in accordance with
         Section 6.2 hereof to be concluded in which the Facility demonstrates
         (i) a level of achievement of 95% (or higher) of the Gas-based
         Electrical Output Guarantee, while operating on Gas (with such level of
         achievement to be calculated in the manner set forth in Part B of
         Appendix D hereto), and (ii) to the Utility's reasonable satisfaction,
         the other capabilities required to be so demonstrated pursuant to Part
         B of Appendix B hereto;

                  (c) The Facility has achieved, and continues to satisfy the
         requirements for the achievement of, Mechanical Completion; and

                  (d) Contractor has completed performance of the Services
         except for (i) Punch List items and (ii) Services that are required by
         the terms of this Agreement to be completed after the achievement of
         Interim Acceptance.

                           6.4.1 Notice and Report of Interim Acceptance. When
         Contractor believes that it has achieved Interim Acceptance of the
         Facility, it shall deliver to Owner a notice thereof (the "Notice of
         Interim Acceptance"). The Notice of Interim Acceptance shall contain a
         report of the results of the Performance Test and, if applicable, PPA
         Output Test and a report of the Services completed, in each case in a
         form acceptable to Owner and with sufficient detail

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         to enable Owner to determine whether Interim Acceptance of the Facility
         has been achieved.

                           6.4.2 Achievement of Interim Acceptance. Owner shall,
         within ten (10) days (or such shorter periods as may be practicable
         with the Owner's use of all reasonable efforts) following receipt of
         the Notice of Interim Acceptance, inspect the Facility and all Services
         completed by Contractor with respect thereto, review the results of the
         Performance Test and, if applicable, PPA Output Test and the reports
         submitted by Contractor and either (a) deliver to Contractor a
         certificate stating that the requirements under Section 6.4 hereof have
         been satisfied (the "Interim Acceptance Certificate"), or (b) if
         reasonable cause exists for doing so, notify Contractor in writing that
         Interim Acceptance of the Facility has not been achieved, stating the
         reasons therefor.

                                    6.4.2.1 Re-Submission. In the event Owner
                  determines that Interim Acceptance has not been achieved,
                  Contractor shall promptly take such action or perform such
                  additional Services as will achieve Interim Acceptance and, if
                  Contractor believes that Interim Acceptance of the Facility
                  has been achieved, shall issue to Owner another Notice of
                  Interim Acceptance pursuant to Section 6.4.1 hereof. Unless
                  Final Acceptance of the Facility shall have previously
                  occurred, such procedure shall be repeated as necessary until
                  Interim Acceptance of the Facility has been achieved;
                  provided, however, that Owner shall respond to Contractor no
                  later than three (3) days (or such shorter period as may be
                  practicable with the Owner's use of all reasonable efforts)
                  following receipt of any re-submitted Notice of Interim
                  Acceptance.

                                    6.4.2.2 Date of Achievement. For all
                  purposes of this Agreement, the date of achievement of Interim
                  Acceptance of the Facility shall be the date on which Owner
                  delivers to Contractor the Interim Acceptance Certificate
                  corresponding to the actual achievement of Interim Acceptance
                  of the Facility pursuant to Section 6.4.2.

                  6.5 Final Acceptance. Final Acceptance of the Facility may be
achieved hereunder only pursuant to any of Sections 6.5.1, 6.5.2, 6.5.3 or
6.5.4:

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                           6.5.1 Demonstration of Final Acceptance. Final
         Acceptance of the Facility shall be achieved hereunder if the following
         conditions have been met:

                           (a) Contractor has caused a Completed Performance
                  Test in accordance with Section 6.2 hereof to be concluded in
                  which the Facility, while operating separately on Gas and on
                  Fuel Oil, demonstrates during such Performance Test an average
                  net electrical output and a net heat rate (each as measured
                  and corrected to the design operating conditions, all in
                  accordance with the procedures set forth in Appendix D hereto)
                  of 100% (or higher) of each of the corresponding Gas-based and
                  Fuel Oil-based Electrical Output Guarantees and 100% (or
                  lower) of each of the corresponding Gas-based and Fuel
                  Oil-based Heat Rate Guarantees (provided that each such level
                  of achievement shall be calculated in the manner described in
                  Sections 8.1.1 and 8.1.2 hereof, respectively); provided,
                  however, that (i) if any correction, repair or replacement
                  work has been required to be made to the Facility pursuant to
                  Article 10 hereof or pursuant to the Maintenance Agreement or
                  if Contractor has made any modifications to the Facility, in
                  either case since the date of such Completed Performance Test
                  which work or modifications could reasonably be expected to
                  adversely affect the performance of the Facility, or (ii) if
                  such Completed Performance Test was based upon a temporary
                  waiver or variance or other temporary grace period with
                  Owner's agreement in accordance with the proviso to Section
                  6.2.7 hereof, then Owner may require Contractor to conduct
                  another Completed Performance Test of the Facility in
                  accordance with Section 6.2 hereof, which Completed
                  Performance Test shall be utilized for purposes of this
                  Section 6.5.1(a);

                           (b) In the event that neither Provisional Acceptance
                  nor Interim Acceptance of the Facility shall have theretofore
                  occurred hereunder or in the event that Owner shall have
                  requested that a new Completed PPA Output Test be conducted in
                  connection with Final Acceptance of the Facility, Contractor
                  has caused a Completed PPA Output Test in accordance with
                  Section 6.2 hereof to be concluded in which the Facility
                  demonstrates (i) a

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                  level of achievement of 100% (or higher) of the Gas-based
                  Electrical Output Guarantee, while operating on Gas (with such
                  level of achievement to be calculated in the manner set forth
                  in Part B of Appendix D hereto), and (ii) to the Utility's
                  reasonable satisfaction, the other capabilities required to be
                  so demonstrated pursuant to Part B of Appendix B hereto;

                           (c) the Facility has achieved, and continues to
                  satisfy the requirements for the achievement of, Mechanical
                  Completion;

                           (d) the Reliability Guarantee has been achieved
                  pursuant to Section 6.6 hereof; and

                           (e) Contractor has completed performance of the
                  Services except for (i) Punch List items and (ii) Services
                  that are required by the terms of this Agreement to be
                  completed after the achievement of Final Acceptance (such as
                  Contractor's warranty obligations under Article 10 hereof).

                                    6.5.1.1 Notice and Report of Final
                  Acceptance. When Contractor believes that it has achieved
                  Final Acceptance of the Facility, it shall deliver to Owner a
                  notice thereof (the "Notice of Final Acceptance"). The Notice
                  of Final Acceptance shall contain a report of the results of
                  the Performance Test and the PPA Output Test and a report of
                  the Services completed, in each case in a form acceptable to
                  Owner and with sufficient detail to enable Owner to determine
                  whether Final Acceptance of the Facility has been achieved.

                                    6.5.1.2 Achievement of Final Acceptance.
                  Owner shall inspect the Facility and all Services performed
                  hereunder with respect thereto, review the results of the
                  Performance Test and PPA Output Test and the reports submitted
                  by Contractor and either (a) deliver to Contractor a
                  certificate stating that the requirements under Section 6.5.1
                  have been satisfied (the "Final Acceptance Certificate") or
                  (b) if reasonable cause exists for doing so, notify Contractor
                  in writing that Final Acceptance has not been

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                  achieved, stating the reasons therefor, provided Owner shall
                  use all reasonable efforts to deliver such certificate or
                  notice within five (5) days, but no later than ten (10) days,
                  following receipt of the Notice of Final Acceptance.

                                    6.5.1.2.1 Re-Submission. In the event that
                  Owner determines that Final Acceptance has not been achieved,
                  Contractor shall promptly take such action or perform such
                  additional Services as will achieve Final Acceptance and shall
                  issue to Owner another Notice of Final Acceptance pursuant to
                  Section 6.5.1.1 hereof. Such procedure shall be repeated as
                  necessary until Final Acceptance has been achieved or deemed
                  to have occurred, provided, however, that Owner shall respond
                  to Contractor no later than three (3) days (or such shorter
                  period as may be practicable with the Owner's use of all
                  reasonable efforts) following receipt of any re-submitted
                  Notice Final Acceptance.

                                    6.5.1.2.2 Date of Achievement. For all
                  purposes of this Agreement: (i) if neither Provisional
                  Acceptance nor Interim Acceptance of the Facility has
                  theretofore occurred hereunder, the date of achievement of
                  Final Acceptance shall be deemed to be the date on which Owner
                  delivers to Contractor the Final Acceptance Certificate
                  corresponding to the actual achievement of Final Performance
                  Acceptance pursuant to this Section 6.5.1.2; provided,
                  however, that solely for purposes of calculating the
                  Provisional Acceptance Late Completion Payments as set forth
                  in Section 7.2 hereof, the date of achievement of Final
                  Acceptance shall be deemed to be the earlier of (A) the date
                  of Final Acceptance as set forth above in this clause (i) and
                  (B) the date on which the Facility is deemed to have achieved
                  its Commercial Operation Date under the Power Purchase
                  Agreement (provided that such date shall in no event be
                  earlier than the date on which Contractor delivers to Owner
                  pursuant to Section 6.5.1.1 hereof the Notice of Final
                  Acceptance corresponding thereto); and (ii) if Provisional
                  Acceptance or Interim Acceptance of the Facility has
                  theretofore occurred hereunder, the date of achievement of
                  Final Performance Acceptance shall

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                  be deemed to be the later of (A) the date on which Provisional
                  Acceptance or Interim Acceptance of the Facility occurred
                  hereunder and (B) the date on which Contractor delivers to
                  Owner pursuant to Section 6.5.1.1 hereof the Notice of Final
                  Acceptance corresponding to the actual achievement of Final
                  Acceptance pursuant to this Section 6.5.1.2.

                           6.5.2 Owner's Election of Final Acceptance. At any
         time, by giving notice to Contractor, Owner in its sole discretion may
         elect to effect Final Acceptance, in which case Final Acceptance shall
         be deemed effective as of the date of such notice, and Contractor shall
         have no liability to Owner for any amounts thereafter arising as
         Performance Guarantee Payments for failure of the Facility to achieve
         any or all of the Performance Guarantees applicable thereto (it being
         understood that in such event Contractor shall not be liable to owner
         for any Performance Guarantee payments hereunder other than any Interim
         Period rebates that arose under Sections 8.1.1.2 or 8.1.2.2 hereof
         prior to such election by Owner).

                           6.5.3 Contractor's Election of Final Acceptance. (a)
         At any time after Provisional Acceptance or Interim Acceptance of the
         Facility has been achieved, Contractor may, after exhausting all
         reasonable repair and replacement alternatives in order to achieve the
         applicable Performance Guarantees for Final Acceptance, and provided
         that the Reliability Guarantee shall have been achieved pursuant to
         Section 6.6 hereof, give to Owner six days' (but not more than fifteen
         (15) days') notice of its intention to elect to declare Final
         Acceptance. In such event, provided that (1) the most recent Completed
         Performance Test included operation of the Facility on Fuel Oil
         demonstrating a level of achievement of 95% (or higher) of the Fuel
         Oil-based Electrical Output Guarantee and 108% (or lower) of the Fuel
         Oil-based Heat Rate Guarantee in accordance with the performance test
         procedures set forth in Appendix D hereto and (2) Contractor has not
         been required to perform any correction, repair or replacement work to
         the Facility pursuant to Article 10 hereof or pursuant to the
         Maintenance Agreement and has not made any modifications to the
         Facility, in either case since the date of its most recent Completed
         Performance Test,

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         which work or modifications could reasonably be expected to adversely
         affect the performance of the Facility, and (3) the most recent
         Completed Performance Test was not based upon a temporary waiver or
         variance or other temporary grace period under Section 6.2.7 hereof,
         Contractor may elect to use the results of such Completed Performance
         Test for the purpose of determining the Facility's level of achievement
         of the Performance Guarantees. If (i) Contractor does not so elect or
         (ii) the most recent Completed Performance Test did not include such
         demonstration of the Fuel Oil-based Performance Guarantees or (iii) any
         such corrections, repairs, replacements or modifications have been made
         to the Facility by Contractor after the date of the most recent
         Completed Performance Test or (iv) the most recent Completed
         Performance Test was based upon a temporary waiver or variance or other
         temporary grace period with Owner's agreement in accordance with the
         proviso to Section 6.2.7 hereof and, with respect to clause (ii) or
         (iii) or (iv), Owner requests that Contractor conduct another Completed
         Performance Test, then Contractor shall conduct a final Completed
         Performance Test on the Facility in accordance with Section 6.2 hereof
         that demonstrates a level of achievement of 95% (or higher) of each of
         the corresponding Gas-based and Fuel Oil-based Electrical Output
         Guarantees and 108% (or lower) of each of the corresponding Gas-based
         and Fuel Oil-based Heat Rate Guarantees in accordance with the
         performance test procedures set forth in Appendix D hereto. Contractor
         will be obligated to pay all Performance Guarantee Payments as
         determined by the final or most recent Completed Performance Test, as
         applicable, pursuant to Article 8 hereof, which payment shall be a
         condition precedent to the effectiveness of Contractor's election of
         Final Acceptance under this Section 6.5.3; provided, that this Section
         6.5.3 in no way detracts from or limits any of Contractor's obligations
         hereunder to comply and cause the Project to comply with all Applicable
         Laws, all Applicable Permits, the Electrical Interconnection
         Requirements, the PPA Operating Requirements and the Guaranteed
         Emissions Limits, to pay any Provisional Acceptance Late Completion
         Payments required hereunder and to perform its other obligations
         hereunder following Final Acceptance (including without limitation its
         obligation to achieve Project Completion).

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                           (b) In the event Contractor elects to declare Final
         Acceptance under this Section 6.5.3, Final Acceptance shall be deemed
         effective as of the last to occur of (i) the date of Owner's receipt of
         the declaration and report of the final Completed Performance Test, or,
         as applicable, the most recent Completed Performance Test, referred to
         in this Section 6.5.3, (ii) the date of Owner's receipt of the
         declaration and report of any additional Completed PPA Output Test
         required by Owner in connection with Final Acceptance pursuant to
         Section 6.5.1(b) hereof, and (iii) the effective date of the
         achievement of the Reliability Guarantee pursuant to Section 6.6.4
         hereof.

                           6.5.4 Deemed Final Acceptance. (a) In the event that
         on or before the Guaranteed Final Acceptance Date (i) the Facility has
         achieved either Provisional Acceptance or Interim Acceptance, (ii) the
         most recent Completed Performance Test included operation of the
         Facility on Fuel Oil demonstrating a level of achievement of 95% (or
         higher) of the Fuel Oil-based Electrical Output Guarantee and 108% (or
         lower) of the Fuel Oil-based Heat Rate Guarantee in accordance with the
         performance test procedures set forth in Appendix D hereto, (iii) the
         most recent Completed Performance Test was not based upon a temporary
         waiver or variance or other temporary grace period under Section 6.2.7
         hereof and (iv) the Reliability Guarantee has been achieved, then Final
         Acceptance of the Facility shall be deemed to occur hereunder on the
         Guaranteed Final Acceptance Date; and (b) in the event that (i) on or
         before the Guaranteed Final Acceptance Date the Facility has achieved
         at least Provisional Acceptance or Interim Acceptance and has achieved
         all other requirements for Final Acceptance (including, without
         limitation, the achievement of 95% (or higher) of the Fuel Oil-based
         Electrical Output Guarantee and 108% (or lower) of the Fuel Oil-based
         Heat Rate Guarantee pursuant to a Completed Performance Test that was
         not based upon a temporary waiver or variance or other temporary grace
         period under Section 6.2.7 hereof) except for the Reliability
         Guarantee, and (ii) within ninety (90) days after the Guaranteed Final
         Acceptance Date the Reliability Guarantee has been achieved and all
         other requirements for Final Acceptance continue to be satisfied at
         such time, then Final Acceptance of the Facility shall be deemed to
         occur hereunder on the date on which the Reliability Guarantee is
         achieved;

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         provided, that this Section 6.5.4 in no way detracts from or limits any
         of Contractor's obligations hereunder to comply, and to cause the
         Project to comply, with all Applicable Laws, all Applicable Permits,
         the Electrical Interconnection Requirements, the PPA Operating
         Requirements and the Guaranteed Emissions Limits, to pay any
         Provisional Acceptance Late Completion Payments and Performance
         Guarantee Payments required hereunder and to perform its other
         obligations hereunder following such deemed Final Acceptance (including
         without limitation its obligation to achieve Project Completion). In
         the event that Final Acceptance is deemed to have occurred pursuant to
         this Section 6.5.4, except as may be otherwise provided pursuant to the
         following sentence, the most recent Completed Performance Test of the
         Facility performed before the date of such deemed achievement shall be
         used for the purpose of determining the extent to which the Facility
         achieved the applicable Performance Guarantees pursuant to Article 8
         hereof, and Contractor will be obligated to pay all Performance
         Guarantee Payments as determined by such Completed Performance Test,
         which payment shall be a condition precedent to the deemed achievement
         of Final Acceptance under this Section 6.5.4. If Contractor has been
         required to perform any correction, repair or replacement work to the
         Facility pursuant to Article 10 hereof or pursuant to the Maintenance
         Agreement or has made any modifications to the Facility after the date
         of such most recent Completed Performance Test, which work or
         modifications could reasonably be expected to adversely affect the
         performance of the Facility, then Owner may require Contractor to
         conduct another Completed Performance Test of the Facility in
         accordance with Section 6.2 hereof, which Completed Performance Test
         shall be used for the purpose of determining the extent to which the
         Facility achieved the applicable Performance Guarantees pursuant to
         Section 8.1 hereof.

                  6.6 Reliability Run. Contractor guarantees that, in no event
later than the occurrence of Final Acceptance of the Facility hereunder, the
Facility shall have successfully completed the Reliability Run (the "Reliability
Guarantee"). Contractor recognizes and acknowledges that in operating the
Facility during the Reliability Run Owner will operate the Facility in
accordance with the Power Purchase Agreement.

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                           6.6.1 Reliability Guarantee. The Reliability
         Guarantee shall have been achieved hereunder if and only if the
         Facility demonstrates an Average Equivalent Availability of not less
         than ninety-two percent (92%) while operating over a period of [*] in
         accordance with Applicable Laws, Applicable Permits, the Electrical
         Interconnection Requirements, the PPA Operating Requirements, the
         Guaranteed Emissions Limits, the Instruction Manual and the Power
         Purchase Agreement, with Contractor electing which period of forty-five
         (45) consecutive days should comprise the Reliability Run.

                           6.6.2 Notice and Report of Reliability Guarantee
         Achievements. When Contractor believes that it has achieved the
         Reliability Guarantee, it shall deliver to Owner a written notice
         thereof (the "Notice of Reliability Guarantee Achievement"). The Notice
         of Reliability Guarantee Achievement shall contain a report of the
         results of the Reliability Run in a form acceptable to Owner and with
         sufficient detail to enable Owner to determine whether the Reliability
         Guarantee has been achieved.

                           6.6.3 Achievement of the Reliability Guarantee. Owner
         shall, within fifteen (15) days following receipt of the Notice of
         Reliability Guarantee Achievement, review the results of the
         Reliability Run and either (a) deliver to Contractor a certificate
         stating that the requirements in Section 6.6.1 hereof have been
         satisfied (the "Reliability Certificate"), or (b) if reasonable cause
         exists for doing so, notify Contractor in writing that the Reliability
         Guarantee has not been achieved, stating in detail the reasons
         therefor. In the event that the Reliability Guarantee has not been
         achieved as so determined by Owner, Contractor shall consult with Owner
         as to the reasons for such failure and thereafter shall take such
         action or perform such additional Services as will allow the
         Reliability Run to be re-run as promptly as is practicable. Such
         procedure shall be repeated as necessary until the Reliability
         Guarantee has been achieved.

                           6.6.4 Date of Achievement. For all purposes of this
         Agreement, the date of achievement for the Reliability Guarantee shall
         be deemed to be the date on

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         which Contractor delivers to Owner the Notice of Reliability Guarantee
         Achievement relating to the Reliability Run that Owner subsequently
         delivered the Reliability Certificate pursuant to Section 6.6.3 hereof.

                  6.7 Project Completion. Project Completion shall be achieved
hereunder if and only if:

                  (a) Final Acceptance of the Facility shall have occurred, and
         the Performance Guarantees with respect to the Facility shall have been
         achieved (or in lieu of achievement of the Performance Guarantees,
         applicable rebates under Article 8 shall have been paid, or Owner shall
         have elected Final Acceptance under Section 6.5.2 hereof);

                  (b) The Reliability Guarantee shall have been achieved;

                  (c) Contractor shall have demonstrated during the Completed
         Performance Test that the operation of the Facility does not exceed the
         Guaranteed Emissions Limits;

                  (d) The requirements for achieving Mechanical Completion of
         the Facility shall continue to be met;

                  (e) The Punch List items shall have been completed in
         accordance with this Agreement; and

                  (f) Contractor shall have performed all of the Services, other
         than those Services (such as Contractor's warranty obligations under
         Article 10 hereof) which by their nature are intended to be performed
         after Project Completion.

                           6.7.1 Notice and Report of Project Completion. When
         Contractor believes that it has achieved Project Completion, it shall
         deliver to Owner a written notice thereof (the "Notice of Project
         Completion"). The Notice of Project Completion shall contain a report
         in a form acceptable to Owner and with sufficient detail to enable
         Owner to determine the achievement by Contractor of the Punch List
         items and such other information as Owner may require to determine
         whether Project Completion has been achieved.

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                           6.7.2 Achievement of Project Completion. Owner shall,
         within fifteen (15) days following receipt of the Notice of Project
         Completion, inspect all work, review the report submitted by Contractor
         and either (a) deliver to Contractor a certificate stating that the
         requirements under clauses (a) through (f) of Section 6.7 have been
         satisfied (the "Project Completion Certificate") or (b) if reasonable
         cause exists for doing so, notify Contractor in writing that Project
         Completion has not been achieved, stating the reasons therefor. In the
         event that Project Completion has not been achieved as so determined by
         Owner, Contractor shall promptly take such action or perform such
         additional work as will achieve Project Completion and shall issue to
         Owner another Notice of Project Completion pursuant to Section 6.7.1
         hereof. Such procedure shall be repeated as necessary until Project
         Completion is achieved. For all purposes of this Agreement, the date of
         achievement of Project Completion shall be the date on which Owner
         delivers to Contractor the Project Completion Certificate corresponding
         to the actual achievement of Project Completion pursuant to this
         Section 6.7.2.

                           6.7.3 Project Completion Deadline. Contractor shall
         be obligated hereunder to achieve Project Completion within one hundred
         eighty (180) days after Final Acceptance of the Facility (the "Project
         Completion Deadline"). If Contractor does not achieve Project
         Completion on or before the Project Completion Deadline or if Owner
         determines that Contractor is not proceeding with all due diligence to
         complete the Services in order to achieve Project Completion by such
         deadline, Owner may retain another contractor to complete such work at
         Contractor's expense.

                                    ARTICLE 7
                                Completion Dates

                  7.1 Guaranteed Completion Dates. Contractor guarantees that
(i) at least one of Provisional Acceptance, Interim Acceptance or Final
Acceptance of the Facility shall be achieved on or before the Guaranteed
Provisional Acceptance Date; and (ii) Final Acceptance of the Facility shall be
achieved on or before the Guaranteed Final Acceptance Date.

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                  7.2 Guaranteed Completion Date Price Rebates. If none of
Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility
occurs on or before the Guaranteed Provisional Acceptance Date, Contractor
hereby agrees to pay to Owner, as a rebate and not a penalty and as part of the
consideration for awarding the contract, as follows (subject in each case to the
terms and provisions of clause (c) below, if and to the extent applicable):

                  (a) for each calendar day by which the first to occur of
         Provisional Acceptance, Interim Acceptance and Final Acceptance of the
         Facility is later than the Guaranteed Provisional Acceptance Date, an
         amount equal to one hundred ten thousand dollars ($110,000) per day
         (the "Provisional Acceptance Late Completion Payments");

                  (b) notwithstanding anything to the contrary in subsection (a)
         of this Section 7.2, the aggregate of the Provisional Acceptance Late
         Completion Payments required to be made by Contractor pursuant to this
         Section 7.2 shall be equal to the lesser of: (i) the aggregate of the
         Provisional Acceptance Late Completion Payments due pursuant to the
         terms of subsection (a) of this Section 7.2; and (ii) the Delay LD
         SubCap set forth in Section 9.1 hereof.

                           7.2.1 Plan to Achieve Provisional, Interim and Final
         Acceptance. If none of Provisional Acceptance, Interim Acceptance and
         Final Acceptance of the Facility occurs on or before the date that is
         forty (40) days after the Guaranteed Provisional Acceptance Date,
         Contractor shall, on such date, submit for approval by Owner and the
         Independent Engineer a Plan to accelerate the performance of the
         Services as necessary in order to achieve (i) at least one of
         Provisional Acceptance, Interim Acceptance and Final Acceptance of the
         Facility by the date that is twelve (12) months after the Guaranteed
         Provisional Acceptance Date and (ii) Final Acceptance of the Facility
         by the Guaranteed Final Acceptance Date. Upon receipt of such a Plan,
         Owner and the Independent Engineer shall promptly review the Plan and
         provide Contractor with written approval or disapproval of the Plan,
         such approval not to be unreasonably withheld. If the Plan is not
         approved by Owner and the Independent Engineer, Contractor shall revise
         the Plan and resubmit a revised Plan for approval by Owner and the
         Independent

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         Engineer. This procedure shall be repeated until (a) Provisional
         Acceptance, Interim Acceptance or Final Acceptance of the Facility is
         achieved or (b) a Plan relating to the Facility is approved by Owner
         and the Independent Engineer. For the avoidance of doubt, all costs and
         expenses that arise in connection with the development and performance
         of any such Plan, including without limitation any overtime or other
         acceleration costs and expenses, shall be solely the responsibility of
         the Contractor, and Owner shall have no responsibility or liability
         with respect thereto.

                  7.3 Not used.

                  7.4 Rebates Reasonable; Payment of Rebates; Exclusive Remedy.

                           7.4.1 Rebates Reasonable. Owner and Contractor hereby
         acknowledge and agree that the terms, conditions and amounts fixed
         pursuant to Section 7.2 for Provisional Acceptance Late Completion
         Payments are reasonable, considering the reduction in value of the
         Project and the increased costs that it is anticipated Owner will incur
         in the event of Contractor's failure to achieve at least one of
         Provisional Acceptance, Interim Acceptance or Final Acceptance of the
         Facility by the Guaranteed Provisional Acceptance Date. The amounts of
         these rebates are agreed upon and fixed hereunder by the Parties
         because of the difficulty of ascertaining on the date hereof the exact
         amount of reduction in value of the Project and increased costs that
         will be actually incurred by Owner in such event, and the Parties
         hereby agree that the rebate amounts specified herein shall be
         applicable regardless of the amount of such reduction in value actually
         occurring and such increased costs actually incurred by Owner. The
         payment of any such rebates hereunder shall not affect Owner's rights
         under Articles 15 and 16 hereof or Owner's rights to receive price
         rebates pursuant to Article 8 hereof.

                           7.4.2 Payment of Rebates. Contractor shall pay the
         rebates required under Section 7.2 hereof monthly in arrears on the
         tenth day of each month, with the last such payment to occur within ten
         days of the determination that the first to occur of Provisional
         Acceptance, Interim Acceptance or Final Acceptance of the Facility has
         been achieved.

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                           7.4.3 EXCLUSIVE REMEDY. IT IS UNDERSTOOD AND AGREED
         THAT THE PROVISIONAL ACCEPTANCE LATE COMPLETION PAYMENTS CONSTITUTE
         LIQUIDATED DAMAGES FOR DELAY, AND THAT THE OBLIGATION TO PAY THESE
         LIQUIDATED DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF OWNER
         AGAINST CONTRACTOR AND THE SOLE AND EXCLUSIVE LIABILITY OF CONTRACTOR
         TO OWNER FOR CONTRACTOR'S FAILURE TO ACHIEVE AT LEAST ONE OF
         PROVISIONAL ACCEPTANCE, INTERIM ACCEPTANCE OR FINAL ACCEPTANCE OF THE
         FACILITY ON OR BEFORE THE GUARANTEED PROVISIONAL ACCEPTANCE DATE, AND
         CONTRACTOR SHALL NOT BE LIABLE FOR ANY OTHER OR FURTHER LIABILITY IN
         RESPECT OF SUCH DELAY ONCE PAYMENT OF THE LIQUIDATED DAMAGES HAS BEEN
         MADE OR CONTRACTOR'S LIABILITY REACHES THE LIMITS SET FORTH IN ARTICLE
         9 HEREOF, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND
         STRICT LIABILITY) OR OTHERWISE; PROVIDED, HOWEVER, THAT SUCH LIQUIDATED
         DAMAGES SHALL NOT IN ANY WAY DETRACT FROM OR LIMIT OWNER'S REMEDIES OR
         CONTRACTOR'S LIABILITIES IN CONNECTION WITH ANY DEFAULT BY CONTRACTOR
         UNDER SECTION 16.1 HEREOF (INCLUDING WITHOUT LIMITATION SECTION
         16.1(g), (j) OR (k) HEREOF). NOTWITHSTANDING THE FOREGOING, NOTHING IN
         THIS SECTION 7.4.3 IN ANY WAY DETRACTS FROM OR LIMITS ANY OF
         CONTRACTOR'S OBLIGATIONS AND LIABILITIES HEREUNDER OTHER THAN WITH
         RESPECT TO ANY SUCH DELAY, INCLUDING WITHOUT LIMITATION (A)
         CONTRACTOR'S OBLIGATION TO PHYSICALLY COMPLETE THE PROJECT FOR THE
         COMPENSATION PROVIDED UNDER THIS AGREEMENT, (B) CONTRACTOR'S OBLIGATION
         TO ACHIEVE FINAL ACCEPTANCE OF THE FACILITY AND PROJECT COMPLETION AND
         TO CAUSE THE PROJECT TO COMPLY WITH ALL APPLICABLE LAWS, ALL APPLICABLE
         PERMITS, THE ELECTRICAL INTERCONNECTION REQUIREMENTS, THE PPA OPERATING
         REQUIREMENTS AND THE GUARANTEED EMISSIONS LIMITS, (C) CONTRACTOR'S
         LIABILITY FOR WILLFUL BREACH OF ITS OBLIGATIONS HEREUNDER AND (D)
         CONTRACTOR'S OBLIGATIONS UNDER ARTICLES 8, 10 AND 13 HEREOF.

                  7.5 Early Completion Bonus. If the first to occur of
Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility
occurs prior to the Guaranteed Provisional Acceptance Date (such date, the
"Early Completion Bonus Trigger Date"), Owner hereby agrees to pay to
Contractor, subject to Section 8.3(b) hereof, an amount equal to fifty thousand
dollars ($50,000) per day (the "Early Completion Bonus") for each day by which
the first to occur of Provisional Acceptance, Interim Acceptance and Final
Acceptance precedes the Early Completion Bonus

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Trigger Date; provided, however, that the aggregate amount of any Early
Completion Bonus hereunder shall in no event exceed three million dollars
($3,000,000). Any Early Completion Bonus due to Contractor hereunder shall be
payable to Contractor in accordance with Section 8.3(b) hereof.

                  7.6 Achievement of Construction Progress Milestones.
Contractor guarantees that each Construction Progress Milestone shall be
achieved on or before the corresponding Construction Progress Milestone Date.

                           7.6.1 Evidence of Achievement. At Owner's request,
         Contractor shall be obligated to demonstrate, in a manner reasonably
         satisfactory to Owner and Independent Engineer, that each Construction
         Progress Milestone has been achieved on or prior to the applicable
         Construction Progress Milestone Date and in accordance with the terms
         and conditions of this Agreement.

                           7.6.2 Plan to Achieve Construction Progress
         Milestones. If any Construction Progress Milestone has not been
         achieved on or before the corresponding Construction Progress Milestone
         Date, Contractor shall promptly prepare and submit to Owner and
         Independent Engineer, within thirty (30) days of such Construction
         Progress Milestone Date, a Plan to accelerate the performance of the
         Services that reasonably demonstrates that Contractor will achieve (i)
         at least one of Provisional Acceptance, Interim Acceptance or Final
         Acceptance of the Facility by the date that is twelve (12) months after
         the Guaranteed Provisional Acceptance Date, and (ii) Final Acceptance
         of the Facility by the Guaranteed Final Acceptance Date. (For the
         avoidance of doubt, all costs and expenses that arise in connection
         with the development and performance of any such Plan, including
         without limitation any overtime or other acceleration costs and
         expenses, shall be solely the responsibility of Contractor, and Owner
         shall have no responsibility or liability with respect thereto). Upon
         receipt of such a Plan, Owner or Independent Engineer shall promptly
         review the Plan and provide Contractor, within ten (10) days of their
         receipt of such Plan, with written notice of either (a) their
         acceptance of the Plan, which acceptance will not be unreasonably
         withheld (in which event such accepted Plan shall constitute an
         "Approved

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         Plan") or (b) proposed revisions to or perceived deficiencies with the
         Plan. Upon receipt of any such notice from Owner or Independent
         Engineer under clause (b) of the preceding sentence, Contractor shall
         promptly take one of the following actions: (1) revise the Plan in
         accordance with the comments received from Owner and Independent
         Engineer pursuant to said clause (b) or in accordance with such other
         changes as Constractor reasonably determines are appropriate, and
         submit the revised Plan to Owner and Independent Engineer (whereupon
         the procedure set forth in the preceding sentence will be repeated); or
         (2) if Contractor in good faith believes that its Plan as proposed
         reasonably demonstrates that the requirements of clauses (i) and (ii)
         will be achieved, submit the issue for dispute resolution pursuant to
         Article 21 hereof (in which event if the final decision thereunder
         finds that the Contractor's proposed Plan does reasonably demonstrate
         the likelihood of such achievements, such Plan shall constitute an
         Approved Plan). In the event that (A) such a dispute on a Plan is
         submitted to dispute resolution pursuant to clause (2) above and a
         final resolution thereof is not obtained thereunder by the date that is
         sixty (60) days after the missed Construction Progress Milestone Date,
         or (B) an Approved Plan is otherwise not obtained pursuant to the
         review and resubmittal procedure set forth above by the date that is
         sixty (60) days after the missed Construction Progress Milestone Date,
         then either (x) Contractor shall thereafter proceed to perform the
         Services in accordance with the Plan as revised in accordance with the
         most recent comments submitted by Owner and Independent Engineer
         pursuant to clause (b) above (provided that if a final decision
         subsequently received under clause (2) above finds that Contractor's
         proposed Plan should have been accepted by Owner as an Approved Plan,
         Contractor shall be entitled hereunder to a Scope Change to reflect the
         additional costs incurred by Contractor solely as a result of
         proceeding in accordance with provisions of this clause (x) instead of
         its proposed Plan), or (y) Contractor shall be in default hereunder
         pursuant to Section 16.1(k) hereof.

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                                    ARTICLE 8
                           Price Rebate for Failure to
                           Meet Performance Guarantees

                  8.1 Performance Guarantees. Contractor guarantees that (i) the
Facility will be capable of achieving all the applicable performance
specifications referred to in this Section 8.1 during a Completed Performance
Test at the earlier to occur of Provisional Acceptance or Interim Acceptance of
the Facility, and (ii) the Facility will be capable of achieving all the
applicable performance specifications referred to in this Section 8.1 during a
Completed Performance Test at Final Acceptance of the Facility (the "Performance
Guarantees"). For the avoidance of doubt and without in any way affecting the
Contractor's other Performance Guarantees hereunder (including, without
limitation, the achievement of the Gas-based Electrical Output Guarantee and the
Gas-based Heat Rate Guarantee set forth in the Warranty Data Sheet attached as
Appendix R hereto), the parties hereby acknowledge and agree that the Contractor
does not guarantee that the Fuel Oil-based Electrical Output Guarantee and the
Fuel Oil-based Heat Rate Guarantee set forth in the Warranty Data Sheet attached
as Appendix R hereto will be achieved at the earlier to occur of Provisional
Acceptance or Interim Acceptance of the Facility, but the Contractor does
guarantee that such Fuel Oil-based Performance Guarantees will be achieved at
Final Acceptance of the Facility. The respective guaranteed values referenced
below are based upon the design operating conditions and other conditions set
forth in Appendix D and R hereto. Contractor agrees to make all reasonable
repair and replacement alternatives in order that the Facility will attain the
Performance Guarantees. Contractor agrees that, if (i) the Facility fails to
achieve the Gas-based Heat Rate Guarantee during the period, if any, commencing
with the earlier to occur of Provisional Acceptance and Interim Acceptance of
the Facility and continuing until Final Acceptance of the Facility, (ii) the
Facility fails to achieve the Gas-based Electrical Output Guarantee during the
period, if any, commencing with the earlier to occur of Provisional Acceptance
and Interim Acceptance and continuing until Final Acceptance of the Facility, or
(iii) the Facility fails to achieve any of the applicable Gas-based and Fuel
Oil-based Performance Guarantees at Final Acceptance of the Facility, as the
case may be, Contractor shall pay Owner as rebates and not as penalties the
amounts calculated in accordance with the

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terms set forth in Sections 8.1.1 and 8.1.2 hereof (the "Performance Guarantee
Payments").

                                    8.1.1 Electrical Output Guarantees, Rebates
                  and Bonus.

                                    8.1.1.1 Electrical Output Guarantees.
                  Contractor guarantees to Owner that, with respect to the
                  Completed Performance Test used pursuant to Section 6.2 hereof
                  to determine the level of achievement of the Performance
                  Guarantees at Final Acceptance, and if Provisional Acceptance
                  or Interim Acceptance occurs prior to Final Acceptance, at the
                  earlier to occur of Provisional Acceptance or Interim
                  Acceptance, the average net electrical output of the Facility
                  during such Completed Performance Test (as such average net
                  electrical output is measured and corrected to the design
                  operating conditions, all in accordance with the procedures
                  set forth in Appendix D hereto) will be greater than or equal
                  to the applicable electrical output guarantee as set forth in
                  the Warranty Data Sheet attached as Appendix R hereto (the
                  "Electrical Output Guarantees"); provided, however, that if
                  (i) Contractor is required hereunder to also have conducted a
                  Completed PPA Output Test as a condition to achieving the same
                  Provisional Acceptance, Interim Acceptance or Final Acceptance
                  that such Completed Performance Test was conducted in
                  connection with and (ii) the average net electrical output of
                  the Facility is different for such two tests, then
                  notwithstanding anything herein to the contrary the lower
                  average output shall be utilized for purposes of determining
                  the level of achievement of the Electrical Output Guarantees
                  hereunder.

                                    8.1.1.2 Interim Period Rebates. If (1)
                  Contractor achieves Provisional Acceptance or Interim
                  Acceptance of the Facility prior to Final Acceptance of the
                  Facility and (2) the average net electrical output of the
                  Facility as demonstrated by the Completed Performance Test
                  used pursuant to Section 6.2 hereof to determine the level of
                  achievement of the Performance Guarantees at the earlier to
                  occur of Provisional Acceptance or Interim Acceptance (as
                  measured and corrected to the design operating conditions, all
                  in accordance with the procedures set forth in Appendix D
                  hereto) is less than the Gas-based Electrical Output Guarantee
                  (provided, however, that if

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                  the average net electrical output of the Facility demonstrated
                  during such Completed Performance Test is different than the
                  average net electrical output demonstrated during the
                  Completed PPA Output Test conducted in connection with such
                  Provisional Acceptance or Interim Acceptance, then
                  notwithstanding anything herein to the contrary the lower
                  average output shall be utilized for purposes of determining
                  the level of achievement of the Gas-based Electrical Output
                  Guarantee), then Contractor shall pay to Owner, as a rebate
                  and not a penalty and as part of the consideration for
                  awarding the contract, for each day during the Interim Period,
                  an amount equal to twenty-two cents ($0.22) per day for each
                  kilowatt by which such average net electrical output of the
                  Facility is less than such Gas-based Electrical Output
                  Guarantee. (For the avoidance of doubt, the average net
                  electrical output to be used in calculating such rebates shall
                  be the average net electrical output of the Facility so
                  demonstrated at the earlier to occur of Provisional Acceptance
                  and Interim Acceptance of the Facility, and it shall not be
                  increased for purposes of this Section 8.1.1.2 until Final
                  Acceptance, even if upon Interim Acceptance a higher average
                  output is demonstrated.)

                                    8.1.1.3 Final Acceptance Rebates. Upon Final
                  Acceptance of the Facility, if, with respect to the Completed
                  Performance Test used pursuant to Section 6.2 hereof to
                  determine the level of achievement of the Performance
                  Guarantees at Final Acceptance, (i) the average net electrical
                  output of the Facility during the Gas-based portion of such
                  Completed Performance Test (as such average net electrical
                  output is measured and corrected to design operating
                  conditions, all in accordance with the procedures set forth in
                  Appendix D hereto) is less than the Gas-based Electrical
                  Output Guarantee (provided, however, that if Contractor is
                  required hereunder to also have conducted a Completed PPA
                  Output Test as a condition to achieving such Final Acceptance
                  and the average net electrical output of the Facility
                  demonstrated during such Completed PPA Output Test is
                  different than the average net electrical output demonstrated
                  during the Gas-based portion of such Completed Performance
                  Test, then notwithstanding anything herein to the contrary the
                  lower average output shall be utilized for purposes of
                  determining the level of achievement of the Gas-based
                  Electrical

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                  Output Guarantee), then Contractor shall pay to Owner, as a
                  rebate and not a penalty and as part of the consideration for
                  awarding the contract, an amount equal to five hundred fifty
                  dollars ($550) for each kilowatt by which such average net
                  electrical output of the Facility is less than the Gas-based
                  Electrical Output Guarantee, and (ii) the average net
                  electrical output of the Facility during the Fuel Oil-based
                  portion of such Completed Performance Test (as such average
                  net electrical output is measured and corrected to design
                  operating conditions, all in accordance with the procedures
                  set forth in Appendix D hereto) is less than the Fuel
                  Oil-based Electrical Output Guarantee, then Contractor shall
                  pay to Owner, as a rebate and not a penalty and as part of the
                  consideration for awarding the contract, an amount equal to
                  thirty dollars ($30) for each kilowatt by which such average
                  net electrical output of the Facility is less than the Fuel
                  Oil-based Electrical Output Guarantee.

                                    8.1.1.4 Final Acceptance Bonus. (a) Upon
                  Final Acceptance of the Facility, if, with respect to the
                  Completed Performance Test used pursuant to Section 6.2 hereof
                  to determine the level of achievement of the Performance
                  Guarantees at Final Acceptance, the average net electrical
                  output of the Facility during the Gas-fired portion of such
                  Completed Performance Test (as such average net electrical
                  output is measured and corrected to design operating
                  conditions, all in accordance with the procedures set forth in
                  Appendix D hereto) is greater than the Gas-based Electrical
                  Output Guarantee (provided, however, that if Contractor is
                  required hereunder to also have conducted a Completed PPA
                  Output Test as a condition to achieving such Final Acceptance
                  and the average net electrical output of the Facility
                  demonstrated during such Completed PPA Output Test is
                  different than the average net electrical output demonstrated
                  during the Gas-based portion of such Completed Performance
                  Test, then notwithstanding anything herein to the contrary the
                  lower average output shall be utilized for purposes of
                  determining the level of achievement of the Gas-based
                  Electrical Output Guarantee) (any such excess net electrical
                  output, the "Excess Output"), then Owner shall pay to
                  Contractor, as a bonus, an amount equal to fifty percent (50%)
                  of the net incremental revenues received by Owner during the
                  period of the first three (3) years following the Commercial
                  Operation Date as a result of

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                  (i) any power purchase agreement concluded with Utility
                  whereby Utility purchases such Excess Output, (ii) any
                  short-term sales of such Excess Output, and (iii) any spot
                  sales of such Excess Output, in each of the cases (i) through
                  (iii) above after subtracting all incremental costs and Taxes
                  associated with such Excess Output; provided, however, that
                  the aggregate amount of any such bonus shall in no event
                  exceed two hundred seventy-five dollars ($275) per kilowatt of
                  Excess Capacity; and provided, further, that Owner's
                  obligation to pay any such bonus payments shall not be secured
                  by any lien or security interest on the Facility or any other
                  assets of Owner (for the avoidance of doubt, the Parties
                  hereby acknowledge and agree that this proviso shall not
                  prevent the imposition of any judgment lien or other judicial
                  lien on the Facility or any other assets of Owner).

                                    (b) Any bonus due to Contractor under this
                  Section 8.1.1.4 shall be due and payable by Owner at the times
                  and to the extent of seventy-five percent (75%) of the first
                  after-tax net cash flow from Facility operations that is
                  distributable to Owner in accordance with the provisions of
                  the Financing Documents, with the first such payment to be
                  made at the same time as the first equity distribution to be
                  made by Owner under the Financing Documents following Owner's
                  first receipt of any net incremental revenues for such Excess
                  Output.

                                    8.1.2 Heat Rate Guarantees, Rebates and
                  Bonus.

                                    8.1.2.1 Heat Rate Guarantees. Contractor
                  guarantees to Owner that, with respect to the Completed
                  Performance Test used pursuant to Section 6.2 hereof to
                  determine the level of achievement of the Performance
                  Guarantees at Final Acceptance and, if Provisional Acceptance
                  and/or Interim Acceptance occurs prior to Final Acceptance, at
                  such Provisional Acceptance and Interim Acceptance of the
                  Facility, the net heat rate of the Facility during such
                  Completed Performance Test, calculated in BTUs per
                  kilowatt-hour (as measured and corrected to design operating
                  conditions, all in accordance with the procedures set forth in
                  such Appendix D hereto), shall be equal to or less than the
                  applicable heat rate guarantee as set forth in the

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                  Warranty Data Sheet attached as Appendix R hereto (the "Heat
                  Rate Guarantees").

                                    8.1.2.2 Interim Period Rebates. (a) If (1)
                  Contractor achieves Provisional Acceptance and/or Interim
                  Acceptance of the Facility before Final Acceptance of the
                  Facility, and (2) the average net heat rate of the Facility as
                  demonstrated by the Completed Performance Test used pursuant
                  to Section 6.2 to determine the level of achievement of the
                  Performance Guarantees at Provisional Acceptance or Interim
                  Acceptance, as the case may be (as measured and corrected to
                  the design operating conditions, all in accordance with the
                  procedures set forth in Appendix D hereto) exceeds the
                  Gas-based Heat Rate Guarantee, then Contractor shall pay to
                  Owner, as a rebate and not a penalty and as part of the
                  consideration for awarding the contract, for each day during
                  the Interim Period, an amount equal to forty-four dollars
                  ($44) per day for each BTU/Kwh by which such measured net heat
                  rate of the Facility is greater than the Gas-based Heat Rate
                  Guarantee. (For the avoidance of doubt, the average net heat
                  rate to be used in calculating such daily rebate shall be (i)
                  until the occurrence of Interim Acceptance, the average net
                  heat rate so demonstrated at Provisional Acceptance, and (ii)
                  upon the occurrence of Interim Acceptance and continuing until
                  Final Acceptance, the average net heat rate so demonstrated at
                  Interim Acceptance (or, if the Facility achieves more than one
                  Interim Acceptance, at the most recent Interim Acceptance).)

                                    8.1.2.3 Final Acceptance Rebates. Upon Final
                  Acceptance of the Facility, if, with respect to the Completed
                  Performance Test used pursuant to Section 6.2 hereof to
                  determine the level of achievement of the Performance
                  Guarantees at Final Acceptance, (i) the net heat rate of the
                  Facility during the Gas-fired portion of such Completed
                  Performance Test (as measured and corrected to design
                  operating conditions, all in accordance with the procedures
                  set forth in Appendix D hereto) exceeds the Gas-based Heat
                  Rate Guarantee, then Contractor shall pay to Owner, as a
                  rebate and not a penalty and as part of the consideration for
                  awarding the contract, an amount equal to one hundred
                  sixty-two thousand three hundred dollars ($162,300) for each
                  BTU/kWh by which such measured heat rate is greater than such
                  Gas-based Heat Rate Guarantee, and (ii) the

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                  net heat rate of the Facility during the Fuel-Oil-fired
                  portion of such Completed Performance Test (as measured and
                  corrected to design operating conditions, all in accordance
                  with the procedures set forth in Appendix D hereto) exceeds
                  the Fuel Oil-based Heat Rate Guarantee, then Contractor shall
                  pay to Owner, as a rebate and not a penalty and as part of the
                  consideration for awarding the contract, an amount equal to
                  seventeen thousand dollars ($17,000) for each BTU/kWh by which
                  such measured heat rate is greater than such Fuel Oil-based
                  Heat Rate Guarantee.

                                    8.1.2.4 Final Acceptance Bonus. Upon Final
                  Acceptance of the Facility, if with respect to the Completed
                  Performance Test used pursuant to Section 6.2 hereof to
                  determine the level of achievement of the Performance
                  Guarantees at Final Acceptance, the average net heat rate of
                  the Facility during the Gas-fired portion of such Completed
                  Performance Test (as measured and corrected to design
                  operating conditions, all in accordance with the procedures
                  set forth in Appendix D hereto) in less than the Gas-based
                  Heat Rate Guarantee, then, subject to Section 8.3(b) hereof,
                  Owner shall pay to Contractor, as a bonus, an amount equal to
                  forty thousand dollars ($40,000) for each BTU/kWh by which
                  such measured heat rate is less than the Heat Rate Guarantee;
                  provided, however, that the aggregate amount of any such bonus
                  shall in no event exceed three million dollars ($3,000,000).

                  8.2 Rebates Reasonable. Owner and Contractor hereby
acknowledge and agree that the terms, conditions and amounts fixed pursuant to
this Article 8 for Performance Guarantee Payments are reasonable, considering
the actual reduction in the value of the Facility that it is anticipated Owner
will sustain in the event of Contractor's failure to achieve the Performance
Guarantees. The amounts of these rebates are agreed upon and fixed hereunder by
the Parties because of the difficulty of ascertaining on the date hereof the
exact amount of such reduction in value that will actually be sustained by Owner
in the event of any such failure by Contractor, and the Parties hereby agree
that the rebate amounts specified herein shall be applicable regardless of the
amount of such reduction in value actually sustained by Owner. The payment of
any such rebates hereunder shall not affect Owner's rights under Articles 15 and
16 hereof or Owner's rights to receive price rebates pursuant to Article 7
hereof.

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                           8.2.1 EXCLUSIVE REMEDY. IT IS UNDERSTOOD AND AGREED
         THAT THE PERFORMANCE GUARANTEE PAYMENTS CONSTITUTE LIQUIDATED DAMAGES
         FOR FAILURE TO ACHIEVE THE PERFORMANCE GUARANTEES, AND THAT THE
         OBLIGATION TO PAY THESE LIQUIDATED DAMAGES SHALL BE THE SOLE AND
         EXCLUSIVE REMEDY OF OWNER AGAINST CONTRACTOR AND THE SOLE AND EXCLUSIVE
         LIABILITY OF CONTRACTOR TO OWNER WITH RESPECT TO ANY FAILURE OF THE
         FACILITY, UPON PROVISIONAL ACCEPTANCE OR INTERIM ACCEPTANCE OR FINAL
         ACCEPTANCE OF THE FACILITY, TO MEET ANY OF THE APPLICABLE PERFORMANCE
         GUARANTEES SPECIFIED IN THIS ARTICLE 8, AND CONTRACTOR SHALL NOT HAVE
         ANY OTHER OR FURTHER LIABILITY IN RESPECT OF SUCH PERFORMANCE
         SHORTFALLS OR OTHER PERFORMANCE OF THE FACILITY FOLLOWING PROVISIONAL
         ACCEPTANCE OR INTERIM ACCEPTANCE OR FINAL ACCEPTANCE, AS THE CASE MAY
         BE, ONCE PAYMENT OF THE CORRESPONDING LIQUIDATED DAMAGES HAS BEEN MADE
         IN FULL OR CONTRACTOR'S LIABILITY REACHES THE LIMITS SET FORTH IN
         ARTICLE 9 HEREOF, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING
         NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. NOTWITHSTANDING THE
         FOREGOING, NOTHING IN THIS ARTICLE 8 IN ANY WAY DETRACTS FROM OR LIMITS
         ANY OF CONTRACTOR'S OBLIGATIONS AND LIABILITIES HEREUNDER OTHER THAN
         THOSE WITH RESPECT TO SUCH PERFORMANCE SHORTFALLS, INCLUDING WITHOUT
         LIMITATION (A) CONTRACTOR'S OBLIGATION TO PHYSICALLY COMPLETE THE
         PROJECT FOR THE COMPENSATION PROVIDED UNDER THIS AGREEMENT, (B)
         CONTRACTOR'S OBLIGATION TO ACHIEVE FINAL ACCEPTANCE OF THE FACILITY AND
         PROJECT COMPLETION AND TO CAUSE THE PROJECT TO COMPLY WITH ALL
         APPLICABLE LAWS, ALL APPLICABLE PERMITS, THE ELECTRICAL INTERCONNECTION
         REQUIREMENTS, THE PPA OPERATING REQUIREMENTS AND THE GUARANTEED
         EMISSIONS LIMITS, (C) CONTRACTOR'S LIABILITY FOR WILLFUL BREACH OF ITS
         OBLIGATIONS HEREUNDER AND (D) CONTRACTOR'S OBLIGATIONS UNDER ARTICLES
         7, 10 AND 13 HEREOF.

                           8.2.2 Financial Cap on Performance Rebates.
         Notwithstanding anything to the contrary in this Article 8, the total
         aggregate Performance Guarantee Payments required to be made by
         Contractor pursuant to this Article 8 shall be equal to the lesser of
         (i) the aggregate total of the Performance Guarantee Payments due
         pursuant to the terms of Sections 8.1.1 and 8.1.2, and (ii) the Total
         LD SubCap set forth in Section 9.1 hereof less all Provisional
         Acceptance Late Completion Payments made by Contractor pursuant to
         Article 7 hereof.

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                  8.3 Payment of Performance Rebates and Bonuses. (a) Subject to
Section 8.2.2, Contractor shall pay to Owner all rebate amounts required under
Sections 8.1.1.3 and 8.1.2.3 hereof within fifteen (15) days after the
determination that the conditions (other than the payment of these rebate
amounts) to Final Acceptance have been achieved. All rebate amounts required
under Sections 8.1.1.2 and 8.1.2.2 hereof shall be due and payable by Contractor
to Owner monthly in arrears on the tenth day of each month, with the last such
payment to occur no later than ten (10) days after the determination that Final
Acceptance has been achieved.

                  (b) Owner shall pay all bonus amounts due to Contractor
pursuant to Sections 7.5 and 8.1.2.4 hereof (but not the bonus amounts due to
Contractor pursuant to Section 8.1.1.4 hereof, which shall be paid at the times
set forth therein) at the same time (and subject to the same conditions) as its
payment of Retainage pursuant to Section 4.2.4(a) hereof; provided, however,
that in the event and to the extent that Owner does not have sufficient funds
available to make any such bonus payments at such time (after the payment of or,
if applicable, reservation for all Retainage hereunder, all then-current
operating and maintenance expenses, taxes, debt service and required
contributions to reserves under the Financing Documents, and then-current
reasonable working capital requirements), such unpaid bonus payments shall
accrue interest from such otherwise applicable payment date until paid at the
rate set forth in Section 25.1 hereof and shall be payable by Owner at the times
and to the extent of seventy-five percent (75%) of the first after-tax net cash
flow from Facility operations that is distributable to Owner in accordance with
the provisions of the Financing Documents (provided, that such seventy-five
percent amount shall be inclusive of any bonus payments to be made to Contractor
on such date under Section 8.1.1.4 hereof, such that the aggregate bonus
payments to be made by Owner to Contractor on any such distribution date do not
exceed seventy-five percent (75%) of the total after-tax net cash flow available
for distribution to Owner on such date). Owner's obligation to pay any such
deferred bonus payments shall not be secured by any lien or security interest on
the Facility or any other assets of Owner (for the avoidance of doubt, the
Parties hereby acknowledge and agree that this sentence shall not prevent the
imposition of any judgment lien or other judicial lien on the Facility or any
other assets of Owner).

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                  (c) Unless the full amount of any bonus then due to Contractor
under Sections 8.1.1.4 and 8.3(b) hereof shall have been paid to Contractor, and
except as set forth in the immediately following sentence, no payment in respect
of indebtedness held by any holder of equity (or similar interest in the nature
of equity) in Owner shall be paid (other than the twenty-five percent (25%)
portion of after-tax net cash flow distributable to Owner pursuant to the terms
of Section 8.1.1.4 or 8.3(b) hereof, as the case may be). If the aggregate
principal amount advanced under such indebtedness held by such equity holders,
when added together with the aggregate amount of all other debt advances and
equity contributions made by equity holders in Owner, exceeds ten percent (10%)
of the total capital costs incurred in the development, financing and
construction of the Facility (the amount of such excess being referred to
hereinafter as "Additional Equity Investment"), then the provisions of the
immediately preceding sentence shall not apply to any interest payments made
with respect to that portion of the Additional Equity Investment which does not
exceed five percent (5%) of the total capital costs incurred in the development,
financing and construction of the Facility.

                  (d) Contractor shall have the right to request an independent
auditor, selected by agreement between the Parties, to verify to Contractor that
Owner's representations in connection with the payment to Contractor of any
bonus payments pursuant to Sections 8.1.1.4 and 8.3(b) hereof are correct. Such
audit shall be conducted on a confidential basis pursuant to a confidentiality
agreement in form and substance acceptable to the Parties. Such independent
auditor's sole task in connection with such an audit shall be to confirm that
Owner's representations to Contractor with regard to the payment of any bonus
payments pursuant to Section 8.1.1.4 or 8.3(b) hereof are correct or to declare
that they are incorrect. In the event that the independent auditor declares that
such representations are incorrect, it shall set forth in general terms the
reasons therefor and shall specify the amount of bonus payments pursuant to
Sections 8.1.1.4 and 8.3(b) hereof that it believes Owner should pay to
Contractor at such time. Owner shall have the right to contest any aspect of
such findings of the independent auditor pursuant to Article 21 hereof, and
Owner shall not be required to make any bonus payment to Contractor pursuant to
Sections 8.1.1.4 and 8.3(b) hereof until resolution of such dispute pursuant to
Article 21 hereof. In the event and during the continuance of such a

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dispute, notwithstanding any provisions hereof or of the Financing Documents to
the contrary, no distribution of after-tax net cash flow of the Facility shall
be made to Owner unless either (i) Owner pays such bonus payments to Contractor
in the amount specified by the independent auditor to be due and payable to
Contractor pursuant to Sections 8.1.1.4 and 8.3(b) hereof at such time, or (ii)
Owner places in escrow pending resolution of such dispute an amount equal to the
amount specified by the independent auditor to be due and payable to Contractor
pursuant to Sections 8.1.1.4 and 8.3(b) hereof at such time. In the event such
independent auditor confirms that Owner's representations with regard to the
payment of any bonus payments pursuant to Sections 8.1.1.4 and 8.3(b) hereof are
correct, Contractor shall bear the costs of such independent auditor; otherwise,
the costs of such independent auditor shall be borne by Owner.

                                    ARTICLE 9
                              Liability and Damages

                  9.1 Limitation of Liability. In no event shall Contractor's
liability under this Agreement: (a) for Provisional Acceptance Late Completion
Payments, exceed in the aggregate an amount equal to twenty percent (20%) of the
Contract Price, which amount is referred to as the "Delay LD SubCap"; and (b)
for all Provisional Acceptance Late Completion Payments and Performance
Guarantee Payments, exceed in the aggregate an amount equal to forty-five
percent (45%) of the Contract Price, which amount is referred to as the "Total
LD SubCap". This Section 9.1 shall not be construed to limit Contractor's other
obligations or liabilities arising under or in connection with this Agreement,
including without limitation (i) its obligation to physically complete the
Project for the compensation provided under this Agreement, (ii) its obligation
to achieve Final Acceptance of the Facility and Project Completion and to cause
the Project to comply with all Applicable Laws, all Applicable Permits, the
Electrical Interconnection Requirements, the PPA Operating Requirements and the
Guaranteed Emissions Limits, (iii) its liability for willful breach of this
Agreement, or (iv) its obligations under Articles 10 and 13 hereof.

                  9.2 Consequential Damages. Notwithstanding anything stated to
the contrary in this Agreement, except as

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otherwise provided in this Section 9.2, neither Party nor any of its
contractors, subcontractors or other agents providing equipment, material or
services for the Project shall be liable under this Agreement, whether based in
contract, in tort (including negligence and strict liability), under warranty or
otherwise, for any indirect, incidental, special or consequential loss or damage
of any type, including but not limited to loss of use or loss of profit or
revenue, and each Party hereby releases the other Party and its contractors,
subcontractors and agents from any such liability; provided, however, that the
provisions of this Section 9.2 shall not limit Owner's obligation to pay to
Contractor the payments specified in Section 4.2.1 or 4.4 hereof, as the case
may be, upon termination of this Agreement, and shall not limit Contractor's
obligations to pay to Owner the Provisional Acceptance Late Completion Payments
and Performance Guarantee Payments pursuant to Articles 7 and 8 hereof.

                  9.3 Aggregate Liability of Contractor. Notwithstanding
anything to the contrary herein, the total aggregate liability of Contractor and
any of its Subcontractors (including, without limitation, liabilities covered by
the Delay LD SubCap and the Total LD SubCap) to Owner under this Agreement
(including, without limitation, for any breach or termination hereof), shall not
in any event exceed an amount equal to the Contract Price; provided, however,
that such limitation of liability shall not apply to obligations or liabilities
to remove any liens, claims, security interests or other encumbrances pursuant
to Section 10.2 hereof or to make any indemnification payments required under
Article 13 hereof.

                                   ARTICLE 10
                            Warranties and Guarantees

                  10.1 Warranties and Guarantees. Contractor warrants and
guarantees that (i) all machinery, equipment, materials, systems, supplies and
other items comprising the Project shall be new and of first-rate quality which
satisfies utility-grade standards and in accordance with Prudent Utility
Practices and the specifications set forth in this Agreement, suitable for use
in generating electric energy and capacity under the climatic and normal
operating conditions described in this Agreement and free from defective
workmanship or materials, (ii) it will perform all of its design, construction,
engineering and other Services

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hereunder in accordance with the provisions of Section 2.3 hereof, (iii) the
Project and its components shall be free from all defects caused by errors or
omissions in engineering and design, as determined by reference to Prudent
Utility Practices, and shall comply with all Applicable Laws, all Applicable
Permits, the Electrical Interconnection Requirements, the PPA Operating
Requirements and the Guaranteed Emissions Limits in accordance with the
provisions of Section 2.4 hereof, and (iv) the completed Project shall perform
its intended functions of generating electric energy and capacity as a complete,
integrated operating system as contemplated in this Agreement, it being
understood that the design of the Facility (including, without limitation, the
Electrical Interconnection Facilities and the Protective Apparatus) is based
upon a design objective of useful life for a period not less than twenty-five
(25) years from the Commercial Operation Date. If Owner notifies Contractor in
writing no later than thirty (30) days after the expiration of the applicable
Warranty Period of any defects or deficiencies in the Project discovered during
the applicable Warranty Period, Contractor promptly (a) shall re-perform any of
the Services at Contractor's expense to correct any errors, omissions, defects
or deficiencies in the Project and (b) in the case of any defective or otherwise
deficient machinery, equipment, materials, systems, supplies or other items
(including without limitation the engineering or design thereof), shall replace
or, at Contractor's option, repair the same at Contractor's expense such that it
is in compliance with the standards warranted and guaranteed in this Section
10.1; provided, that Contractor's obligation to correct such defective or
deficient items (x) shall not extend to any re-performance, repairs or
replacements to the extent required as a result of normal corrosion, erosion,
noise level or wear and tear in the operation of the Project (other than as
caused by the negligence of Contractor or any Subcontractor or the acts or
omissions of Contractor or any Subcontractor that are not in compliance with
Contractor's obligations hereunder) and (y) shall not apply to the extent such
obligation arises directly from Owner's failure to operate and maintain the
Project in accordance with the Instruction Manual and otherwise in accordance
with Prudent Utility Practices. For the avoidance of doubt, the Parties hereby
acknowledge and agree that Owner's use of No. 2 Fuel Oil in operating the
Facility shall be deemed to be in accordance with the Instruction Manual and
Prudent Utility Practices and shall not in any way excuse, release, invalidate
or otherwise reduce Contractor's warranty and

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guarantee obligations under this Article 10. Contractor shall bear all costs and
expenses associated with re-performing or repairing or replacing any Services,
including, without limitation, necessary disassembly, transportation, reassembly
and re-testing, as well as reworking, repair or replacement of such Services,
and disassembly and reassembly of adjacent services when necessary to give
access to the defective or deficient work; provided, however, that in the event
Contractor is required in the performance of its warranty and guarantee
obligations to remove, disassemble or reassemble any equipment, material or
structures that (1) were not supplied by Contractor or its Subcontractors under
this Agreement, (2) were not set forth in the initial design plans for the
Facility and (3) were not subsequently approved by Contractor (provided that
Contractor shall not unreasonably withhold its consent to any such proposed
additions, taking into account the potential implications under this Section
10.1), the reasonable expense of such removal, disassembly and reassembly of
such equipment, materials and structures shall be borne by Owner. Owner shall
notify Contractor as soon as is practicable under the circumstances after any
defective or otherwise deficient work becomes apparent to Owner. [*].

                  10.2 No Liens or Encumbrances. Contractor warrants and
guarantees that, to the extent Owner has made all payments then due to
Contractor under this Agreement, title to the Facility and all work, materials,
supplies and equipment provided hereunder shall pass to Owner free and

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clear of all liens, claims, security interests and other encumbrances made by,
through or under Contractor or any Subcontractor, other than any Permitted Liens
that are being contested in good faith by Contractor and comply with the
requirements set forth in clause (a) or (b) of the definition thereof. In the
event of any nonconformity to the requirements of this Section, Contractor
promptly (i) shall defend Owner's title to the Facility and such work,
materials, supplies and equipment and (ii) shall remove and discharge any such
lien, claim, security interest or other encumbrance; provided, that if
Contractor is unable to so promptly remove and discharge any such encumbrance,
Contractor may provide to Owner in lieu thereof a bond or other collateral, in
form and substance satisfactory to Owner and the Financing Parties, to fully
indemnify Owner against any loss resulting from such liens, claims, security
interests or other encumbrances.

                  10.3 LIMITATION OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN
ARTICLES 7 AND 8 HEREOF (FOR WHICH EXCLUSIVE GUARANTEES AND EXCLUSIVE REMEDIES
ARE CONTAINED THEREIN):

                  (a) THE WARRANTIES AND GUARANTEES PROVIDED IN THIS ARTICLE 10
         ARE EXCLUSIVE AND THERE ARE NO OTHER WARRANTIES OR GUARANTEES OF ANY
         KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING ALL WARRANTIES
         OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL
         WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE), RELATING
         TO THE SERVICES; AND

                  (b) THE REMEDIES SET FORTH IN THIS ARTICLE 10 ARE THE
         EXCLUSIVE REMEDIES OF OWNER FOR ANY FAILURE BY CONTRACTOR TO COMPLY
         WITH ITS WARRANTY AND GUARANTEE OBLIGATIONS UNDER THIS ARTICLE 10,
         WHETHER THE CLAIMS OF OWNER ARE BASED IN CONTRACT, IN TORT (INCLUDING
         NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 10.3 SHALL IN ANY WAY
RELEASE, DETRACT FROM OR LIMIT CONTRACTOR'S OTHER OBLIGATIONS AND LIABILITIES
HEREUNDER, INCLUDING WITHOUT LIMITATION (i) CONTRACTOR'S OBLIGATION TO
PHYSICALLY COMPLETE THE PROJECT FOR THE COMPENSATION PROVIDED UNDER THIS
AGREEMENT, (ii) CONTRACTOR'S OBLIGATION TO ACHIEVE FINAL ACCEPTANCE OF THE
FACILITY AND PROJECT COMPLETION AND TO CAUSE THE PROJECT TO COMPLY WITH ALL
APPLICABLE LAWS, ALL APPLICABLE PERMITS, THE ELECTRICAL INTERCONNECTION
REQUIREMENTS, THE PPA OPERATING REQUIREMENTS AND THE

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GUARANTEED EMISSIONS LIMITS, (iii) CONTRACTOR'S LIABILITY FOR WILLFUL BREACH OF
ITS OBLIGATIONS HEREUNDER, AND (iv) CONTRACTOR'S OBLIGATIONS UNDER ARTICLE 13
HEREOF, AND OWNER SHALL HAVE ALL REMEDIES PROVIDED HEREUNDER WITH RESPECT
THERETO.

                                      ARTICLE 11
                                     Force Majeure

                  11.1 Force Majeure Event. As used in this Agreement, a "Force
Majeure Event" shall mean any act or event that prevents the affected Party from
performing its obligations (other than the payment of money) under this
Agreement or complying with any conditions required to be complied with under
this Agreement if such act or event is beyond the reasonable control of and not
the fault of the affected Party and such Party has been unable by the exercise
of due diligence to overcome or mitigate the effects of such act or event. Force
Majeure Events include, but are not limited to, acts of declared or undeclared
war, sabotage, landslides, revolution, terrorism, flood, tidal wave, hurricane,
lightning, earthquake, fire, explosion, civil disturbance, insurrection or riot,
act of God or the public enemy, action (including unreasonable delay or failure
to act) of a court or public authority, or strikes or other labor disputes of a
regional or national character that are not limited to only the employees of
Contractor or its Subcontractors and that are not due to the breach of a labor
contract or Applicable Law by the Party claiming Force Majeure or any of its
Subcontractors. Force Majeure Events do not include (i) strikes, work stoppages
and labor disputes or unrest of any kind that involve only employees of
Contractor or any Subcontractors (except as expressly provided in the foregoing
sentence), (ii) late delivery of materials or equipment (except to the extent
caused by a Force Majeure Event), and (iii) economic hardship.

                  11.2 Burden of Proof. In the event that the Parties are unable
in good faith to agree that a Force Majeure Event has occurred, the Parties
shall submit the dispute to dispute resolution pursuant to Section 21.1 hereof,
provided that the burden of proof as to whether a Force Majeure Event has
occurred shall be upon the Party claiming a Force Majeure Event.

                  11.3 Excused Performance. If either Party is rendered wholly
or partly unable to perform its obligations

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under this Agreement because of a Force Majeure Event, that Party will be
excused from whatever performance is affected by the Force Majeure Event to the
extent so affected, provided that:

                  (a) the non-performing Party gives the other Party prompt
         notice (but in any event no later than seven (7) days after the
         occurrence) describing the particulars of the occurrence, including an
         estimation of its expected duration and probable impact on the
         performance of such Party's obligations hereunder, and thereafter
         continues to furnish timely regular reports with respect thereto during
         the continuation of the Force Majeure Event;

                  (b) the suspension of performance is of no greater scope and
         of no longer duration than is reasonably required by the Force Majeure
         Event (it being understood by the Parties that such suspension or
         performance may include a reasonable period of time necessary for the
         resumption of performance);

                  (c) the non-performing Party exercises all reasonable efforts
         to mitigate or limit damages to the other Party;

                  (d) the non-performing Party uses its best efforts to continue
         to perform its obligations hereunder and to correct or cure the event
         or condition excusing performance; and

                  (e) when the non-performing Party is able to resume
         performance of its obligations under this Agreement, that Party shall
         give the other Party written notice to that effect and shall promptly
         resume performance hereunder.

                                      ARTICLE 12
                                     Scope Changes

                  12.1 Further Refinement, Corrections and Detailing not Scope
Changes. It is understood and agreed that the Project shall be subject to
further refinement, correction and detailing by the Parties from time to time,
and that Contractor shall receive no additional compensation for such
refinement, correction, or detailing (which shall not constitute Scope Changes)
that would reasonably be

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expected to be a part of the Services (including without limitation any
refinement, correction or detailing in connection with the engineering
development or completion of the design in accordance with Appendix A hereto). A
material addition to, deletion from, suspension of or other modification to the
requirements or provisions of this Agreement pursuant to a Scope Change Order
issued by Owner hereunder shall constitute a Scope Change rather than a
refinement, correction or detailing.

                  12.2 Scope Changes. Owner, without invalidating this
Agreement, may order Scope Changes to the Services, in which event one or more
of the Contract Price, the Construction Progress Milestone Dates, the Guaranteed
Completion Dates, the Payment and Milestone Schedule, the Project Schedule and
the Performance Guarantees shall be adjusted accordingly, if necessary. All
Scope Changes shall be authorized by a Scope Change Order and only the Owner or
the Owner's Representative may issue Scope Change Orders. Notwithstanding the
above, Contractor shall not be required to perform a Scope Change which is
impossible to comply with as a practical matter or which will have a material
adverse effect on the technical soundness, or the full, safe and reliable
operation of the Facility in accordance with Applicable Laws, Applicable Permits
and Prudent Utility Practices.

                  12.3 Procedure for Scope Changes. As soon as Contractor
becomes aware of any circumstances which Contractor has reason to believe may
necessitate a Scope Change, Contractor shall issue to Owner a Scope Change Order
Notice at Contractor's expense. All Scope Change Order Notices shall include
documentation sufficient to enable Owner to determine (a) the factors
necessitating a Scope Change; (b) the impact which the Scope Change is likely to
have on the Contract Price and the Payment and Milestone Schedule; (c) the
impact which the Scope Change is likely to have on the Project Schedule, the
Construction Progress Milestone Dates and the Guaranteed Completion Dates; (d)
the impact which the Scope Change is likely to have on the Performance
Guarantees; and (e) such other information which Owner may reasonably request in
connection with such Scope Change in order to determine the above factors and
impacts (including, with respect to Scope Changes involving price changes under
the provisions of Section 12.8(c) or (d), material and labor cost information);
provided, that if such information is proprietary to Contractor, then Contractor
shall, at Owner's option, divulge such information on a

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confidential basis to an independent auditor selected by agreement between the
Parties in order to verify to Owner that the information and documentation
provided by Contractor regarding the impact of the Scope Change is correct,
rather than divulging such information to Owner. If such independent auditor
confirms such information and documentation to be correct, Owner shall bear the
costs of such independent auditor; otherwise, the costs of such independent
auditor shall be borne by Contractor.

                  If Owner desires to make a Scope Change, in response to a
Scope Change Order Notice or otherwise, it shall submit a Scope Change Order
Request to Contractor. Contractor shall promptly review the Scope Change Order
Request and notify Owner in writing of the options for implementing the proposed
Scope Change (including, if possible, any option that does not involve an
extension of time) and the effect, if any, each such option would have on the
Contract Price, the Guaranteed Completion Dates, the Construction Progress
Milestone Dates, the Payment and Milestone Schedule, the Project Schedule and
the Performance Guarantees. Contractor shall provide cost, schedule and
performance level guarantee impacts to Owner for Scope Changes proposed by
Owner, including furnishing to Owner a statement, setting forth in detail, a
breakdown by trades and work classifications. Owner may, but shall not be
obligated to, issue a Scope Change Order covering such proposed Scope Change, in
which event the contents of Contractor's notice described in this Section 12.3
shall be binding on Owner (except as otherwise provided in the following
sentence) and Contractor. In the event Owner disagrees with Contractor's
statement of the effect of such Scope Change on the Contract Price, the
Guaranteed Completion Dates, the Construction Progress Milestone Dates, the
Project Schedule or the Performance Guarantees, Owner may proceed with issuance
of the Scope Change Order, in which case Contractor shall proceed in accordance
therewith, and the dispute shall be resolved as provided in Article 21 hereof.

                  12.4 Scope Changes Due to Contractor Error. Notwithstanding
anything in this Article 12 to the contrary, no Scope Change Order shall be
issued and no adjustment of the Contract Price, the Guaranteed Completion Dates,
the Construction Progress Milestone Dates, the Payment and Milestone Schedule,
the Project Schedule or the Performance Guarantees shall be made in connection
with any correction of errors, omissions, deficiencies, or improper or defective

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work on the part of Contractor or any Subcontractors in the performance of the
Services.

                  12.5 Scope Changes Due to Changes in Law and Permits. To the
extent, if any, that (i) any changes in Applicable Laws or Applicable Permits
occur after the date of this Agreement and such changes necessitate a Scope
Change or (ii) any Applicable Laws or Applicable Permits as currently in effect,
or as a result of a change in such Applicable Laws or Applicable Permits,
require compliance with standards for emission by the Facility of gaseous,
particulate, solid, liquid or noise pollutants that are in addition to or more
stringent than the Guaranteed Emissions Limits set forth in the Warranty Data
Sheet attached as Appendix R hereto, then such changes or such additional or
more stringent standards for emissions shall be treated as a Scope Change under
Section 12.2 hereof; provided, however, that (a) this Section 12.5 shall not
apply to (1) any change in Applicable Laws relating to Contractor Taxes or (2)
any change in Applicable Permits resulting directly or indirectly from the acts
or omissions of Contractor or any Subcontractor that are wrongful or otherwise
not in compliance with the Contractor's obligations hereunder, and (b)
Contractor shall not be required to perform a Scope Change pursuant to this
Section 12.5 which is impossible to comply with as a practical matter.

                  12.6 Familiarity with Conditions and Documentation.

                           12.6.1 Familiarity with Conditions. Except as
         otherwise provided in Sections 20.2 and 20.3 hereof, Contractor accepts
         the risk of mistake or error relating to all matters within the scope
         of Section 20.1 hereof and acknowledges and agrees that no increase or
         adjustment in the Contract Price, the Guaranteed Completion Dates, the
         Construction Progress Milestone Dates, the Payment and Milestone
         Schedule, the Project Schedule, the Performance Guarantees or any other
         provision which may be affected thereby will be authorized by Owner as
         a result of any such mistake or error.

                           12.6.2 Familiarity with Documentation. Contractor has
         reviewed all documentation supplied to it by Owner prior to the date of
         this Agreement and confirms that it will be able to perform the
         Services in compliance with such documentation, including

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         without limitation the Power Purchase Agreement and all documentation
         attached as an Appendix hereto. Contractor acknowledges and agrees that
         any difficulty or extra cost it may encounter in performing the
         Services in compliance with such documentation will not entitle
         Contractor to any increase or adjustment in the Contract Price, the
         Guaranteed Completion Dates, the Construction Progress Milestone Dates,
         the Payment and Milestone Schedule, the Project Schedule, the
         Performance Guarantees or any other provision which may be affected
         thereby.

                  12.7 Effect of Force Majeure Event. In the event and to the
extent that any Force Majeure Events affect Contractor's ability to meet the
Guaranteed Completion Dates, or the Construction Progress Milestone Dates, an
equitable adjustment in one or more of such dates, the Payment and Milestone
Schedule and the Project Schedule shall be made by agreement of Owner and
Contractor or otherwise pursuant to Article 21 hereof. No adjustment to the
Performance Guarantees and, except as otherwise expressly set forth below in
this Section 12.7, the Contract Price shall be made as a result of a Force
Majeure Event. If Contractor is delayed in the performance of the Services by a
Force Majeure Event, then:

                  (a) to the extent that the delay(s) are, in the aggregate, six
         months or less, Contractor shall absorb all of its costs and expenses
         resulting from said delay(s); and

                  (b) to the extent that the delay(s) are, in the aggregate,
         more than six (6) months, Contractor shall be reimbursed by Owner for
         those incremental costs and expenses resulting from said delay(s) which
         are incurred by Contractor after said six month period.

                  12.8 Price Change. An increase or decrease in Contract Price,
if any, resulting from a Scope Change requested by Owner or made pursuant to
this Article 12 shall be determined, upon the mutual agreement of the Parties,
as follows:

                  (a) By lump sum payment, in an amount proposed by Contractor
         (properly itemized and supported by sufficient substantiating data to
         permit evaluation) and accepted by Owner; or

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                  (b) By unit pricing; or

                  (c) By cost and percentage or by cost and fixed fee; or

                  (d) If none of the methods set forth in Section 12.8(a),
         12.8(b) or 12.8(c) hereof are agreed upon after good faith negotiation
         by the Parties, Contractor shall provide Owner with such purchase
         orders, invoices, subcontractor quotes and other documents and records
         as may enable Owner to verify, to its reasonable satisfaction, the
         costs or savings reasonably incurred by Contractor in effecting such
         Scope Change. All equipment, materials, labor, equipment rental and
         other items required as a result of such Scope Change shall be
         purchased by Contractor at competitive market prices. Owner shall, upon
         verifying Contractor's costs or savings associated with such Scope
         Change, adjust the Contract Price by the amount thereof and appropriate
         adjustments shall be made to the corresponding Scheduled Payments.

                  12.9 Continued Performance Pending Resolution of Disputes.
Notwithstanding a dispute regarding the amount of any increase or decrease in
Contractor's costs with respect to a Scope Change, Contractor shall proceed with
the performance of such Scope Change promptly following Owner's execution of the
corresponding Scope Change Order.

                  12.10 Documentation. All claims by Contractor for adjustments
to one or more of the Contract Price, the Guaranteed Completion Dates, the
Construction Progress Milestone Dates, the Payment and Milestone Schedule, the
Project Schedule and the Performance Guarantees as a result of Scope Changes
under this Article 12 shall be supported by such documentation as is reasonably
sufficient for Owner to determine the accuracy thereof, including, as
applicable, invoices from Subcontractors and Contractor's man-hour breakdowns to
the extent such invoices and man-hour breakdowns are relevant to the method
utilized by the Parties pursuant to Section 12.8 hereof for adjusting the
Contract Price.

                  12.11 Qualitative Engineering. If Contractor identifies an
opportunity for a cost beneficial non-necessary improvement of the Facility,
Contractor may issue a Scope Change Notice to notify Owner of the existence of
such opportunity. After evaluating the information

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presented in the Scope Change Notice issued by Contractor pursuant to this
Section 12.11 in good faith, Owner may submit a Scope Change Order Request.
Contractor shall review such Scope Change Order Request and notify Owner in
writing of the options for implementing the proposed Scope Change, the effect of
such Scope Change and any such other information as Owner may request; provided,
that Contractor shall be reimbursed by Owner for all reasonable costs incurred
by Contractor in responding to any Scope Change Order Request submitted by Owner
pursuant to this Section 12.11. Owner may, but shall not be obligated to, issue
a Scope Change Order covering such proposed Scope Change in the manner provided
by Section 12.3 hereof.

                  12.12 Hazardous Materials. In the event that Hazardous
Materials are discovered to exist at the Facility Site, Contractor shall be
responsible for responding to and handling any such condition in compliance with
the requirements of all Applicable Laws and Applicable Permits and Sections
2.1.7 and 2.1.15 hereof; provided, however, that if such Hazardous Materials
were not identified in an environmental site assessment report which Owner
elects to deliver to Contractor prior to the Commencement Date pursuant to
Section 20.3 hereof and were not brought onto the Facility Site by Contractor or
any of its Subcontractors or by any Person acting on behalf of, or under the
direction or supervision of, Contractor or any of its Subcontractors, then (a)
Contractor shall be entitled to a Scope Change hereunder for such response and
handling, except that Contractor shall not be entitled to such a Scope Change
(i) in the event that Contractor fails to notify Owner promptly upon discovery
of the presence of any such Hazardous Materials at the Facility Site or (ii) to
the extent that Contractor or any of its Subcontractors has negligently
aggravated the condition resulting from the presence of such Hazardous Materials
at the Facility Site, and (b) Contractor shall have the right, upon written
notice delivered to Owner within thirty (30) days (or such shorter period of
time as is practicable with the exercise of all reasonable efforts) of such
discovery, to refuse to accept responsibility for responding to and handling
such Hazardous Materials if Contractor determines, in its reasonable judgment,
that the potential liabilities and difficulties associated with such Hazardous
Materials are so significant as to materially and adversely change the risks to
Contractor in performing the Services hereunder. Notwithstanding the foregoing,
Owner shall retain the right to contract directly with a third party contractor
to

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perform any such work relating to such Hazardous Materials instead of the
Contractor hereunder.

                                      ARTICLE 13
                                    Indemnification

                  13.1 General Indemnification.

                           13.1.1 Contractor Indemnity. Contractor shall fully
         indemnify, save harmless and defend Owner, its parents, subsidiaries
         and other affiliates, the Financing Parties, and the directors,
         officers, agents, employees, successors and assigns of each of them
         (the "Owner Indemnified Parties"), from and against any and all losses,
         costs, damages, injuries, liabilities, claims, demands, penalties,
         interest and causes of action, including without limitation reasonable
         attorney's fees (collectively, the "Damages"), directly or indirectly
         arising out of, resulting from or related to any third party claims
         associated with this Agreement (including without limitation any such
         claims for damage to or destruction of property of, or death of or
         bodily injury to, Persons (whether they are employees of the Owner
         Indemnified Parties, Contractor or any Subcontractor, or are Persons
         unaffiliated with the Project)) to the extent caused or contributed to
         by Contractor's or any Subcontractor's negligence or intentionally
         wrongful act in the performance of the Services or otherwise relating
         to this Agreement or the Project, whether or not the Owner Indemnified
         Parties are contributorily negligent; provided, that the foregoing
         obligation shall not apply (i) to the extent the Damages are caused by
         or contributed to by the negligence or intentionally wrongful act of
         the Owner Indemnified Parties or (ii) with respect to Damages resulting
         from Hazardous Materials, as Contractor's indemnity obligations with
         respect thereto are solely as provided in Section 13.4 hereof.

                  13.2 Additional Indemnification.

                           13.2.1 Contractor Indemnity. Without limiting the
         generality of Section 13.1.1 hereof, Contractor shall fully indemnify,
         save harmless and defend the Owner Indemnified Parties from and against
         any and all Damages in favor of any governmental authority or other
         third party to the extent caused by

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         (a) failure of Contractor or any Subcontractor to comply with
         Applicable Laws and Applicable Permits as required by this Agreement,
         (b) failure of Contractor or any Subcontractor to properly administer
         and pay the Taxes as required hereunder (including without limitation
         the Contractor Taxes) or any other taxes, fees and contributions
         required to be paid by Contractor or any Subcontractor under Applicable
         Laws, provided that Contractor will not indemnify the Owner Indemnified
         Parties for any penalties on Project Taxes to the extent that
         Contractor or its Subcontractors become liable therefor as a result of
         Owner's failure to promptly pay any amounts when due, and such amounts
         should have been rightfully paid when due, or (c) nonpayment of amounts
         due as a result of furnishing materials or services to Contractor or
         any Subcontractor which are payable by Contractor or any Subcontractor
         in connection with the Services; provided, that the indemnification
         under clause (a) hereof shall not cover Damages to the extent such
         Damages are caused by Owner's operation of the Facility following the
         first to occur of Provisional Acceptance, Interim Acceptance and Final
         Acceptance of the Facility hereunder (unless the operational
         performance of the Facility shall have been adversely affected by
         Contractor's performance of the Services hereunder following
         Provisional Acceptance, Interim Acceptance or Final Acceptance of the
         Facility).

                  13.3 Patent and Copyright Indemnification. Without limiting
the generality of Section 13.1.1 hereof, Contractor shall fully indemnify, save
harmless and defend the Owner Indemnified Parties from and against any and all
Damages which the Owner Indemnified Parties may hereafter suffer or pay by
reason of any claims or suits arising out of claims of infringement of any
domestic or foreign patent rights, copyrights or other intellectual property,
proprietary or confidentiality rights with respect to materials and information
used by Contractor or any Subcontractor in performing the Services or in any way
incorporated in or related to the Project. If, in any such suit or claim, a
temporary restraining order or preliminary injunction is granted, Contractor
shall make every reasonable effort, by giving a satisfactory bond or otherwise,
to secure the suspension of the injunction or restraining order. If, in any such
suit or claim, the Project, or any part, combination or process thereof, is held
to constitute an infringement and its use is

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permanently enjoined, Contractor shall promptly make every reasonable effort to
secure for Owner a license, at no cost to Owner, authorizing continued use of
the infringing work. If Contractor is unable to secure such license within a
reasonable time, Contractor shall, at its own expense and without impairing
performance requirements, either replace the affected work, or part, combination
or process thereof with non-infringing components or parts or modify the same so
that they become non-infringing. This Section 13.3 is an exclusive statement of
all the duties of the Parties and of all the remedies of Owner relating to
Patents, and direct or contributory Patent, copyright or other intellectual
property, proprietary or confidentiality rights infringement.

                  13.4 Hazardous Materials Liability. (a) Owner shall fully
indemnify, save harmless and defend Contractor, its parent, subsidiaries and
other affiliates, and the directors, officers, agents, employees, successors and
assigns of each of them (the "Contractor Indemnified Parties") from and against
all Damages resulting from the presence of any Hazardous Material on, or the
release of any Hazardous Material on or from, the Facility Site, other than (i)
any Hazardous Material that may be described in an environmental site
assessment, if any, that Owner delivers to Contractor prior to the Commencement
Date pursuant to Section 20.3 hereof and for which Contractor has not refused to
accept responsibility pursuant to Section 12.12 hereof, and (ii) any Hazardous
Materials brought onto the Facility Site by any Contractor Responsible Party
(but excluding any Hazardous Materials that are contained, consistent with
Prudent Utility Practices and Appendix A hereto, in part of the Services
accepted by Owner at the time of Provisional Acceptance, Interim Acceptance or
Final Acceptance of the Facility and had been expressly identified in a Material
Safety Data Sheet delivered to Owner by Contractor prior to Owner's acceptance
thereof ("Owner Accepted Hazardous Materials")), except to the extent that an
Owner Responsible Party has negligently aggravated the condition resulting from
the presence of the Hazardous Materials covered by this clause (ii); provided,
however, that Owner shall not be obligated to provide such indemnification (1)
with respect to any Hazardous Materials that Contractor fails to notify Owner
promptly upon discovery of the presence thereof on, or the release thereof on or
from, the Facility Site, as required pursuant to Section 2.1.15 hereof and such
failure has a material adverse effect on Owner or the Project, or (2) to the
extent that any Contractor Responsible Party has

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negligently aggravated the condition resulting from the presence of any
Hazardous Material on, or the release of any Hazardous Material on or from, the
Facility Site.

                  (b) Contractor shall fully indemnify, save harmless and defend
the Owner Indemnified Parties against all Damages resulting from (i) any
Hazardous Material which has been brought onto the Facility Site by any
Contractor Responsible Party (other than any Owner Accepted Hazardous
Materials), except to the extent that an Owner Responsible Party has negligently
aggravated the condition resulting from the presence of the Hazardous Materials
covered by this clause (i), (ii) Contractor's failure to notify Owner promptly
of the presence of any Hazardous Material on, or the release of any Hazardous
Material on or from, the Facility Site, as required pursuant to Section 2.1.15
hereof and such failure has a material adverse effect on Owner or the Project,
or (iii) to the extent that any Contractor Responsible Party has negligently
aggravated the condition resulting from the presence of any Hazardous Material
on, or the release of any Hazardous Material on or from, the Facility Site.

                  13.5 Notice and Legal Defense. Promptly after receipt by a
Party of any claim or notice of the commencement of any action, administrative
or legal proceeding, or investigation as to which the indemnity provided for in
Section 13.1, 13.2, 13.3 or 13.4 hereof may apply, such Party shall notify the
other Party in writing of such fact. Contractor or Owner, as the case may be,
shall assume on behalf of the indemnified party and conduct with due diligence
and in good faith the defense thereof with counsel reasonably satisfactory to
the indemnified party; provided, that the indemnified party shall have the right
to be represented therein by advisory counsel of its own selection and at its
own expense; and provided further, that if the defendants in any such action
include both Contractor or Owner and any indemnified party and the indemnified
party shall have reasonably concluded that there may be legal defenses available
to it which are different from or additional to, or inconsistent with, those
available to Contractor or Owner, the indemnified party shall have the right to
select separate counsel to participate in the defense of such action on its own
behalf at the expense of the indemnified party.

                  13.6 Failure to Defend Action. If any claim, action,
proceeding or investigation arises as to which the

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indemnity provided for in Section 13.1, 13.2, 13.3 or 13.4 hereof may apply, and
Contractor or Owner, as the case may be, fails to assume the defense of such
claim, action, proceeding or investigation, then the indemnified party may at
the expense of Contractor or Owner, as the case may be, contest (or, with the
prior written consent of Contractor or Owner, settle) such claim.

                  13.7 Survival. The provisions of this Article 13 shall survive
Project Completion and the termination of this Agreement.

                                      ARTICLE 14
                                      Insurance

                  14.1 General. Except as otherwise expressly provided in this
Article 14, Contractor shall provide and maintain the types and amounts of
insurance set forth in this Article 14 at all times while Contractor or any
Subcontractor is performing the Services. The insurance carriers providing
insurance as described in this Article 14 shall have an A.M. Best Financial
Rating of A-VII or a comparable international rating from an international
rating institute, or if unrated, then such carriers shall be acceptable to both
Parties, which acceptance shall not be unreasonably withheld. The capitalized
terms used in this Article 14 and not otherwise defined in this Agreement shall
have the meaning generally ascribed to such terms in the commercial insurance
industry in the United States.

                  14.2 Worker's Compensation Insurance. Contractor shall
maintain Worker's Compensation Insurance and Employers' Liability Insurance
(including occupational disease) to cover statutory benefits and limits of the
Worker's Compensation laws of any applicable jurisdiction in which any work is
to be performed hereunder, and with such Employers' Liability Insurance to have
a minimum coverage limit of one million dollars ($1,000,000) per occurrence.

                  14.3 Commercial General Liability Insurance. Contractor shall
maintain Commercial General Liability Insurance for Hazards of (a) Construction
Operation, (b) Elevators and Escalators, (c) Subcontractors and Independent
Contractors, (d) Products and Completed Operations (with Completed Operations
coverage to remain in force for two years following Final Acceptance), (e)
Explosion Collapse and Underground Hazards, (f) Contractual Liability,

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(g) Personal Injury Liability (with the standard contractual and employee
exclusions deleted) and (h) Sudden and Accidental Pollution. The insurance
required by this Section 14.3 shall have the following limits of liability:

         Bodily Injury and Property Damage Liability

         $1,000,000 Combined Single Limit per occurrence and $2,000,000 annual
         aggregate issued on an occurrence basis with a per project limit of
         liability.

                  14.4 Automobile Liability Insurance. $1,000,000 Combined
Single Limit per occurrence. Each Party shall obtain its own Business Automobile
liability insurance to cover all owned, hired and non-owned vehicles in
connection with construction, services, and/or other associated work hereunder.

                  14.5 Commercial Umbrella and/or Excess Insurance. Commencing
on or prior to the earlier of (i) the date that Contractor commences shipment of
any equipment to be provided hereunder and (ii) the Financial Closing Date,
Contractor shall maintain Commercial Umbrella and/or Excess Insurance Policies
for Bodily Injury and Property Damage Liability with a limit of $24,000,000 per
occurrence and annual aggregate, with a per project aggregate limit, over
Primary Employer's Liability, Commercial General Liability, and Business
Automobile Liability Limits.

                  14.6 Severability of Interest. All insurance carried in
accordance with Section 14.3, 14.4 and/or 14.5 hereof shall be endorsed to
provide that, inasmuch as the policy is written to cover more than one insured,
all terms, conditions, insuring agreements and endorsements, with the exception
of limits of liability, shall operate in the same manner as if there were a
separate policy covering each insured.

                  14.7 Builder's Risk Insurance. Contractor shall provide on or
prior to the earlier of (i) the commencement of performance of the Services at
the Facility Site and (ii) the Financial Closing Date, and shall maintain until
the first to occur of Provisional Acceptance, Interim Acceptance and Final
Acceptance of the Facility, for the benefit of Owner, the Financing Parties,
Contractor and all Subcontractors, "All-Risk" Builder's Risk Insurance in form
reasonably acceptable to Owner, Contractor, and the Financing Parties covering
direct physical loss or damage to

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the Facility for perils including but not limited to fire, lightning, hail,
explosion, riot and civil commotion, vandalism and malicious mischief, theft,
damage from aircraft (and other falling objects), inland transporation,
vehicles, smoke, fire, flood, earthquake, landslide, Tsunami, windstorm,
collapse, start-up and testing of the Facility and to any and all materials,
supplies or equipment comprising the Facility or intended for installation into
the Facility and covering all such materials, supplies or equipment during
temporary storage and transit to or from the Facility Site during erection and
otherwise. Insurance maintained shall be written on a full replacement cost
basis. This insurance shall include "Delay In Start-up" Coverage equal to the
defined Business Interruption amount (including construction financing costs and
fixed operating and maintenance costs) equal to the initial eighteen (18) months
of commercial operation, with such defined amount to be specified by Owner no
later than thirty (30) days prior to the Commencement Date. This insurance shall
also include Maintenance Coverage for two (2) years following the first to occur
of Provisional Acceptance, Interim Acceptance and Final Acceptance of the
Facility. Policy Deductible amounts shall be based on a "per occurrence" basis
not to exceed $500,000 for Equipment Start-up Testing, $250,000 for earthquake,
$250,000 for windstorm, $250,000 for flood, and $250,000 for all other property
damage losses, [*]. The "Delay in Start-up" Deductible shall also be based on a
"per occurrence" basis with Waiting Period Deductibles not to exceed thirty (30)
days, except that such period may be up to (i) forty-five (45) days with respect
to the 501 G turbine generator and (ii) sixty (60) days with respect to the 501
G turbine generator in the event its Row 1 and Row 2 blades and vanes or its
steam cooled transition pieces have sustained damage.

                  14.8 Ocean Marine Cargo Insurance. Contractor shall provide on
or prior to the commencement of shipment of any equipment to be provided
hereunder and shall maintain until the first to occur of Provisional Acceptance,
Interim Acceptance and Final Acceptance of the Facility Ocean Marine Cargo
Insurance covering any and all materials and equipment while they are in transit
to the Facility Site by wet marine bottoms or by air transportation and/or
connecting conveyances, with a policy limit not less than the value of the
largest single cargo shipment. Such insurance shall

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include Project "Delay in Start-up" coverage equal to the defined Business
Interruption amount (including construction financing costs and fixed operating
and maintenance costs) equal to the initial eighteen (18) months of commercial
operation, with the same deductible and coverage amounts as are applicable to
the "Delay in Start-up" insurance under Section 14.7 hereof (unless Owner in its
discretion directs Contractor to obtain higher deductibles and/or lower coverage
amounts under this Section 14.8).

                  14.9 Subcontractor Insurance. Before permitting any of its
Subcontractors to perform any Services at the Facility Site, Contractor shall
obtain a certificate of insurance from each such Subcontractor evidencing that
such Subcontractor has obtained insurance in such amounts and against such risks
as is consistent with Contractor's customary practices for such types of
subcontracts for projects of similar type and capacity to the Project, provided
that such insurance shall at least be in such amounts and against such risks as
is customarily carried by persons engaged in similar businesses in the same
geographic area.

                  14.10 Waiver of Subrogation. All insurance policies supplied
by Contractor shall include a waiver of any right of subrogation of the insurers
thereunder against Owner, the Subcontractors, the Financing Parties, the Utility
and all their assigns, subsidiaries, affiliates, employees, insurers and
underwriters and of any right of the insurers to any set-off or counterclaim or
any other deduction, whether by attachment or otherwise, in respect of any
liability of any such person insured under any such policy.

                  14.11 Contractor's Waiver. Contractor further releases,
assigns and waives any and all rights of recovery against Owner, the Financing
Parties, the Utility and all their affiliates, subsidiaries, employees,
successors, permitted assigns, insurers and underwriters, which Contractor may
otherwise have or acquire, in or from or in any way connected with any loss
covered by policies of insurance maintained or required to be maintained by
Contractor pursuant to this Agreement (other than third party liability
insurance policies) or because of deductible clauses (except as otherwise
provided in Section 14.15.3 hereof) in or inadequacy of limits of any such
policies of insurance.

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                  14.12 Evidence of Coverage. Prior to the Financial Closing
Date (or, if earlier, on or prior to the time such insurances under Sections
14.5, 14.7 and 14.8 hereof are required to be in effect), Contractor shall
furnish to the Financing Parties and Owner certificates of insurance (or if one
of the Financing Parties or Owner so directs, copies of the declaration pages of
the actual insurance policies signed by an authorized representative of the
insurer) from each insurance carrier showing that the above required insurance
is in force, the amount of the carrier's liability thereunder, and further
providing that the insurance will not be canceled, changed or not renewed until
the expiration of at least sixty (60) days (or ten (10) days in the case of
cancellation due to non-payment of premiums) after written notice of such
cancellation, change or non-renewal has been received by Owner, the Financing
Parties and the Utility. All copies of certificates of insurance submitted under
this Section 14.12 shall be in form and content reasonably acceptable to Owner,
the Financing Parties and the Utility.

                           14.12.1 Standards. All insurance described herein
         shall be written by a company or companies authorized to do business in
         the Commonwealth of Pennsylvania and reasonably satisfactory to Owner,
         the Financing Parties and the Utility. Contractor and all
         Subcontractors shall not violate or knowingly permit any violation of
         any conditions or terms of the policies of insurance described herein.

                  14.13 Contractor's or Rented Equipment. All construction tools
and equipment belonging to Contractor or any Subcontractor used by or on behalf
of Contractor or any Subcontractor for its performance hereunder shall be
brought to and kept at the Facility Site at the sole cost, risk and expense of
Contractor or such Subcontractor and Owner shall not be liable, subject to the
provisions of Section 14.15.2 hereof, for loss or damage thereto and any
insurance policies carried by Contractor, any Subcontractor or any third party
on said equipment, supplies and materials shall provide for a waiver of the
underwriters' right to subrogation against Owner, the Financing Parties, the
Utility and all their assignees, subsidiaries, affiliates, employees, insurers
and underwriters. Contractor shall obtain adequate insurance to cover any
construction tools and equipment leased.

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                  14.14 Descriptions not Limitations. The coverages referred to
above shall be set forth in full in the respective policy forms, and the
foregoing descriptions of such policies are not intended to be complete, nor to
alter or amend any provision of the actual policies; provided, however, that
neither the content of any insurance policy or certificate, nor Owner's approval
thereof, shall relieve Contractor of any of its obligations under this
Agreement.

                  14.15 Cost of Premiums, Risk of Loss and Deductibles.

                           14.15.1 Cost of Premiums. (a) Construction Insurance.
         Except as otherwise provided in this Section 14.15.1, Contractor shall
         bear responsibility for payment of all premiums for insurance coverage
         required to be provided by Contractor pursuant to this Article 14.
         Contractor shall use all reasonable efforts to obtain the "Delay in
         Start-up" insurance required under Sections 14.7 and 14.8 hereof at the
         lowest available cost, and Owner shall promptly reimburse Contractor
         for such "Delay in Start-up" insurance premiums.

                           (b) Operating Insurance. Owner shall be responsible
         for obtaining, on such terms and conditions as Owner and its Financing
         Parties reasonably deem to be appropriate, "all-risk" property
         insurance (including "business interruption" coverage) for the Facility
         for the period commencing with the first to occur of Provisional
         Acceptance, Interim Acceptance and Final Acceptance (the "Operating
         Insurance"), and Owner shall use all reasonable efforts to obtain such
         insurance at the lowest available cost. [*].

                           14.15.2 Risk of Loss. With respect to the Facility,
         until (i) delivery by Owner of the

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         Provisional Acceptance Certificate pursuant to Section 6.3.2 hereof,
         the Interim Acceptance Certificate pursuant to Section 6.4.2 hereof or
         the Final Acceptance Certificate pursuant to Section 6.5.1.2 hereof,
         whichever first occurs, or (ii) any earlier transfer of control of the
         Facility to Owner upon termination of this Agreement (the earlier of
         clause (i) or clause (ii) above, the "Risk Transfer Date"), Contractor
         (not Owner) shall bear the risk of loss and full responsibility for the
         costs of replacement, repair or reconstruction resulting from any
         damage to or destruction of the Facility or any materials, equipment,
         tools and supplies, which are purchased for permanent installation in
         or for use during construction of the Facility, regardless of whether
         Owner has title thereto under this Agreement, except to the extent such
         loss or damage is a result of the negligence or intentional misconduct
         of Owner, its employees or agents, in which event Owner shall be
         responsible: (a) with respect to any Project losses covered by the
         Builder's Risk insurance or the Ocean Marine Cargo insurance required
         under Sections 14.7 and 14.8 hereof, for up to the permitted deductible
         applicable thereto as set forth in Section 14.15.3 hereof, and (b) with
         respect to any tools and equipment covered by Section 14.13 hereof, for
         up to the lesser of the insurance deductible applicable thereto and one
         hundred thousand dollars ($100,000) per occurrence; provided, however,
         that Owner (not Contractor) shall bear the risk of loss and full
         responsibility for the costs of replacement, repair or reconstruction
         with respect to any such loss, damage or destruction that is covered by
         the Builder's Risk insurance and the Ocean Marine Cargo insurance
         required by Sections 14.7 and 14.8 hereof (1) to the extent that the
         proceeds of such insurance have been paid to Owner or the Financing
         Parties for replacement, repair or reconstruction of the Facility and
         such proceeds have not been made available to, or used at the direction
         of or with the consent of, Contractor for application toward the cost
         of replacement, repair or reconstruction of the Facility, and (2) with
         respect to any permitted deductible amounts under such insurance to the
         extent that such amounts for any single "occurrence" exceed $250,000.

                           After the Risk Transfer Date with respect to the
         Facility, the Owner shall bear all risk of loss and

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         full responsibility for repair, replacement or reconstruction with
         respect to any loss, damage or destruction to the Facility which occurs
         after such Risk Transfer Date, except to the extent such loss or damage
         is a result of (x) the continuing performance of the Services by
         Contractor or any Subcontractor (including any of their employees or
         agents) or (y) the negligence or intentional misconduct of Contractor
         or any Subcontractor (including any of their employees or agents), in
         either of which events Contractor shall be responsible for up to the
         lesser of the insurance deductible applicable thereto and two hundred
         and fifty thousand dollars ($250,000) per occurrence.

                           14.15.3 Deductibles. Contractor shall be responsible
         for deductibles for any losses covered by insurance required to be
         provided by Contractor under this Article 14; provided, however, that
         Owner shall be responsible for the following:

                           (a) deductibles in connection with any such Project
                  losses that are covered by Builder's Risk insurance required
                  under Section 14.7 hereof and Ocean Marine Cargo insurance
                  required under Section 14.8 hereof, in each case only up to
                  the permitted deductibles hereunder and only to the extent
                  that the deductibles are in respect of losses caused by the
                  negligence or intentional misconduct of Owner; and

                           (b) deductibles in connection with any such Project
                  losses that are covered by the "Delay in Start-Up" insurance
                  required under Sections 14.7 and 14.8 hereof.

                  14.16 Additional Insureds. All Contractor and Owner furnished
insurance coverages required by this Article 14 (with the exception of the
insurance required under Section 14.2) shall include Owner, Contractor, the
Financing Parties, the Utility and all their assignees, subsidiaries an
affiliates as additional insureds, as their respective interests may appear and,
with respect to the "All Risk" Builder's Risk Insurance required by Section 14.7
hereof, shall designate the Financing Parties (as identified by Owner) as loss
payees for losses in excess of $1 million.

                  14.17 No Limitation of Liability. The required coverages
referred to and set forth in this Article 14 shall

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in no way affect, nor are they intended as a limitation of, Contractor's
liability with respect to its performance of the Services except as expressly
provided elsewhere.

                  14.18 Insurance Primary. All policies of insurance provided by
Contractor pursuant to this Article 14 shall be written as primary and
noncontributing with respect to any other similar coverage that Owner, the
Financing Parties, the Utility and their assignees, subsidiaries and affiliates
may carry.

                                      ARTICLE 15
                                      Termination

                  15.1 Termination for Owner's Convenience. Owner may for its
convenience terminate any part of the Services or all remaining Services at any
time upon thirty (30) days' prior written notice to Contractor specifying the
part of the Services to be terminated and the effective date of termination.
Promptly upon receipt of such notice, Contractor shall stop performance of the
terminated Services and shall promptly order and commence demobilization with
regard to the terminated Services. Contractor shall continue to prosecute the
part of the Services not terminated. In case of such partial termination, the
exercise of such partial termination right by Owner shall be conditioned upon
the Parties' mutual and reasonable agreement on the Scope Change Order, if any,
necessary to make equitable adjustments to one or more of the Guaranteed
Completion Dates, the Contract Price, the Payment and Milestone Schedule, the
Project Schedule, the Performance Guarantees and such other provisions of this
Agreement which may be affected thereby, as appropriate. In the event of
termination by Owner under this Section 15.1 at any time prior to the
Commencement Date, Owner shall pay to Contractor such amounts as are required
pursuant to Section 4.2.1 hereof. In the event of termination by Owner under
this Section 15.1 at any time on or after the Commencement Date, Owner shall pay
to Contractor such amounts as are required pursuant to Section 4.4 hereof
(provided that if such termination is only of part of the Services, the
provisions of said Section 4.4 shall be applied only with respect to the
terminated Services); provided, that Contractor shall mitigate all damages or
expenses to be borne by Owner under Section 4.4 hereof; and provided, further,
that if Owner so requests, Contractor shall execute and deliver all documents
and take all other steps,

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including legal assignments, as necessary to transfer to Owner (or to Owner's
designee, which may be any other AES affiliate or any third party purchaser) all
of Contractor's right, title and interest in and to all items procured by
Contractor for the Project and all contractual rights of Contractor under all
subcontracts, purchase orders, warranties, guarantees and other agreements for
the Project, in each case in accordance with the provisions set forth in Section
4.4(a) and (b) hereof, as applicable.

                           15.1.1 Owner's Right to Suspend Completion of the
         Services. Owner may elect to suspend completion of all or any part of
         the Services upon ten days' prior written notice to Contractor (or, in
         Emergency situations, upon such prior notice as circumstances permit)
         indicating (a) the portion of the Services the completion of which
         Owner has elected to defer; (b) Owner's estimate of the duration of
         such suspension; and (c) the effective date of such suspension of the
         Services. Upon receipt of and consistent with the effective date of
         such notice, Contractor shall stop performance of the Services which
         Owner has elected to defer and shall continue to complete performance
         of the balance of the Services. In the event of a suspension of the
         Services pursuant to this Section 15.1.1, Owner shall (i) within
         fifteen (15) days after receipt from Contractor of an invoice and such
         supporting documentation as Owner reasonably requires to verify the
         invoiced amounts, pay to Contractor the sum of (1) such amount, if any,
         of the unpaid Contract Price that is representative of the actual stage
         of completion of the Services being deferred that have been performed
         to date and not previously compensated for through Contract Price
         payments made through such date (as reasonably determined based upon
         the percentage completion of applicable milestones relating to such
         deferred work as set forth in the Payment and Milestone Schedule or as
         otherwise mutually and reasonably agreed upon by the Parties), plus (2)
         if and to the extent appropriate based upon the duration and scope of
         the suspension, such reasonable demobilization costs incurred by
         Contractor as a result of such suspension, and (ii) authorize a Scope
         Change Order making equitable adjustments to one or more of the
         Guaranteed Completion Dates, the Construction Progress Milestone Dates,
         the Contract Price, the Payment and Milestone Schedule, the Project
         Schedule, the Performance Guarantees and such other provisions of this
         Agreement

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         which may be affected thereby, as appropriate. Contractor shall
         mitigate expenses to be borne by Owner as a result of suspension of the
         Services pursuant to this Section 15.1.1.

                  15.2 Termination by Contractor.

                           15.2.1 Suspension or Termination Upon Non-Payment by
         Owner. If Owner fails to pay to Contractor any payment as required
         hereunder and such failure continues for twenty (20) days, then (a)
         Contractor may suspend its performance of the Services hereunder upon
         ten (10) days' prior written notice to Owner, which suspension may
         continue until such time as such payment (plus accrued interest thereon
         pursuant to Section 25.1 hereof) is paid to Contractor, and/or (b) if
         such payment has not been made prior to the commencement of a
         suspension by Contractor under clause (a) above, Contractor may
         terminate this Agreement upon sixty (60) days' prior written notice to
         Owner, provided that such termination shall not become effective if
         such payment (plus accrued interest thereon pursuant to Section 25.1
         hereof) is made to Contractor prior to the end of such notice period.
         In the event of such a suspension by Contractor pursuant to clause (a)
         above, an equitable adjustment to one or more of the Contract Price,
         the Guaranteed Completion Dates, the Construction Progress Milestone
         Dates, the Payment and Milestone Schedule and the Project Schedule,
         and, as appropriate, such other provisions of this Agreement that may
         be affected thereby, shall be made by agreement between Owner and
         Contractor or otherwise pursuant to Article 12 or 21 hereof. In the
         event of such a termination by Contractor pursuant to clause (b) above,
         Owner shall pay to Contractor such amounts as are required pursuant to
         Section 4.4 hereof; provided, that Contractor shall mitigate all
         damages or expenses to be borne by Owner under Section 4.4 hereof.
         Notwithstanding the foregoing, Owner shall not be deemed to be in
         breach hereof, nor shall Contractor be entitled to suspend its
         performance hereunder or to terminate this Agreement, by reason of the
         withholding of any payment (or portion thereof) which is the subject of
         a bona fide dispute.

                           15.2.2 Termination Upon Extended Suspension of
         Services. In the event that Owner has suspended completion of all or
         any part of the Services in accordance with Section 15.1.1 hereof for a
         period in

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         excess of two years in the aggregate, Contractor may, at its option, at
         any time thereafter so long as such suspension continues, give written
         notice to Owner that Contractor desires to terminate such suspended
         Services. Unless Owner orders Contractor to resume performance of such
         suspended Services within ten days of the receipt of such notice from
         Contractor, such suspended Services shall be deemed to have been
         terminated by Owner for its convenience pursuant to Section 15.1
         hereof.

                           15.2.3 Termination Upon Extended Force Majeure Delay.
         In the event that the occurrence of one or more Force Majeure Events
         prevents Contractor from performing the Services for a period of three
         hundred sixty five (365) consecutive days, Contractor may, at its
         option, give written notice to Owner of its desire to terminate this
         Agreement. This Agreement will be deemed to have been terminated by
         Owner for its convenience pursuant to Section 15.1 hereof on the tenth
         day following Owner's receipt of such notice unless, on or prior to
         such date, such Force Majeure Event(s) cease(s) to exist; provided,
         that for purposes of any termination pursuant to this Section 15.2.3
         the Termination Payment otherwise due to Contractor from Owner pursuant
         to Section 4.4 hereof shall be reduced by 5%.

                  15.3 Consequences of Termination. (a) Upon any termination
pursuant to this Article 15 or Article 16 hereof, Owner may, provided that if
such termination is pursuant to Article 15 hereof Contractor shall have been
paid all amounts due and owing to it under this Agreement (and provided further
that this Section 15.3 shall not be deemed to constitute a waiver by Contractor
of any rights to payment it may have hereunder in the event of a termination
pursuant to Article 16 hereof), at its option elect to have itself (or its
designee, which may include any other AES affiliate or any third party
purchaser) (i) assume responsibility for and take title to and possession of the
Project and any or all work, materials or equipment remaining at the Facility
Site, and (ii) succeed automatically, without the necessity of any further
action by Contractor, to the interests of Contractor in any or all items
procured by Contractor for the Project and in any and all contracts and
subcontracts entered into between Contractor and any Subcontractor with respect
to the equipment specified in Appendix U hereto, and with respect

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to any or all other Subcontractors selected by Owner which are materially
necessary to the timely completion of the Project, Contractor shall use all
reasonable efforts to enable Owner (or its designee) to succeed to Contractor's
interests thereunder (provided that with respect to these other Subcontractors,
if Contractor so elects the Parties shall use all reasonable efforts to
structure such succession by Owner (or its designee) to be pursuant to a
novation of such Subcontract or to include a release by such Subcontractor of
Contractor from any obligations thereafter arising under such Subcontract and,
if such termination is pursuant to this Article 15, obtaining such a structure
shall be a condition to Owner's (or its designee's) succession to such
Subcontract). With respect to all such contracts and subcontracts that Owner (or
its designee) so succeeds to, it shall be required, as between Contractor and
Owner (or its designee), to compensate such Subcontractors only for compensation
becoming due and payable to such Subcontractors under the terms of their
respective contracts and subcontracts with Contractor from and after the date
Owner (or its designee) elects to succeed to the interests of Contractor in such
contracts and subcontracts. All sums claimed by such Subcontractors to be due
and owing for Services performed prior to such date shall constitute debts
between Contractor and the affected Subcontractors, and Owner (or its designee)
shall in no way be liable for such sums. Contractor shall include in all
contracts and subcontracts entered into with Subcontractors with respect to the
equipment specified in Appendix U hereto, a provision providing for the
foregoing, and its contracts and subcontracts with its other Subcontractors
shall not by its express terms prevent the foregoing.

                  (b) In the event of any termination hereof, Owner may, without
prejudice to any other right or remedy it may have, at its option, finish the
Services by whatever method Owner may deem expedient. To the extent the costs of
completing the Services after a termination by Owner pursuant to Section 16.2
hereof, including without limitation compensation for additional professional
services, exceed those amounts that would have been payable to Contractor
hereunder to complete the Services if this Agreement had been fully performed,
Contractor shall pay the difference to Owner upon demand; provided, that Owner
shall use all reasonable efforts to mitigate such costs to be borne by
Contractor under this Section 15.3. In addition, Owner shall be entitled to
exercise any rights or remedies available to Owner hereunder or at law or in
equity. In the

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case of a termination by Owner pursuant to Section 16.2 hereof, Contractor shall
not be entitled to any further payment hereunder, other than any amounts that
were due and owing to Contractor hereunder as of the date of such termination;
provided, that any such payments that otherwise were due and owing from Owner
hereunder as of the date of such termination shall not be payable to Contractor
unless and until Contractor has paid any and all amounts due or to become due
from it to Owner hereunder (including without limitation any payments due under
Section 16.2 hereunder).

                  15.4 Surviving Obligations. Termination of this Agreement
pursuant to this Article 15 or Article 16 hereof (a) shall not relieve
Contractor or Owner of its obligations with respect to the confidentiality of
the other Party's information as set forth in Article 19 hereof, (b) shall not
relieve Contractor or Owner of any obligation hereunder which expressly or by
implication survives termination hereof, and (c) except as otherwise provided in
any provision of this Agreement expressly limiting the liability of either
Party, shall not relieve either Party of any obligations or liabilities for loss
or damage to the other Party arising out of or caused by acts or omissions of
such Party prior to the effectiveness of such termination or arising out of such
termination, and shall not relieve Contractor of its obligations as to portions
of the Services already performed or as to obligations assumed by Contractor or
Owner prior to the date of termination. For the avoidance of doubt, the warranty
obligations of Contractor pursuant to Article 10 hereof with respect to all
Services performed hereunder prior to the termination of this Agreement shall
survive termination of this Agreement; provided, that such warranty obligations
shall be equitably modified by agreement of the Parties, or otherwise pursuant
to Article 21 hereof, to account for any adverse effect such termination may
have on Contractor's ability to perform Services meeting the warranty and
guarantee standards contained in Article 10 hereof.

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                                   ARTICLE 16
                              Default and Remedies

                  16.1 Contractor's Default. Contractor shall be immediately in
default of its obligations hereunder upon the occurrence of any one or more of
the following events, acts or conditions:

                           (a) Contractor shall commence a voluntary case or
         other proceeding seeking liquidation, reorganization or other relief
         with respect to itself or its debts under any bankruptcy, insolvency or
         other similar law now or hereafter in effect, or seeking the
         appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, or
         shall consent to any such relief or the appointment of or taking of
         possession by any such official in an involuntary case or other
         proceeding commenced against it, or shall generally not pay its debts
         as they become due, or shall make a general assignment for the benefit
         of creditors, or shall take any corporate action to authorize any of
         the foregoing;

                           (b) An involuntary case or other proceeding shall be
         commenced against Contractor seeking liquidation, reorganization or
         other relief with respect to it or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect or seeking
         the appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its property, and
         such involuntary case or other proceeding shall remain undismissed or
         unstayed for a period of sixty (60) days;

                           (c) Any representation or warranty made by Contractor
         under Article 24 hereof was false or materially misleading when made
         and at the time Owner or Contractor becomes aware that such
         representation or warranty was false or misleading it could reasonably
         be expected to have a material adverse effect on Owner or the Project,
         and Contractor fails to remedy such false or materially misleading
         representation or warranty within thirty (30) days after Contractor
         receives a written notice from Owner with respect thereto;

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                           (d) Except as otherwise permitted under Section 17.1
         hereof, Contractor assigns or transfers this Agreement (or any right or
         interest herein) without the express written consent of Owner;

                           (e) Contractor (i) knowingly fails to maintain any
         insurance coverages required of it pursuant to Article 14 hereof, or
         (ii) otherwise fails to maintain and, within three business days of its
         receipt of a written notice from Owner with respect thereto, fails to
         correct its failure to maintain any such required insurance coverages;

                           (f) Contractor or any Subcontractor fails to comply
         with any provision of any Applicable Law or Applicable Permit, and such
         failure is not remedied within (i) thirty (30) days after Contractor
         receives actual knowledge thereof, or (ii) such longer period as may be
         necessary for Contractor to cure such failure, not to exceed one
         hundred twenty (120) days, provided that Contractor diligently pursues
         the cure of such failure and such cure is effected in such a manner and
         within such time that such failure to comply could not reasonably be
         expected to have a material adverse effect on Owner or the Project;

                           (g) The cessation or abandonment by Contractor of the
         performance of the Services, and Contractor fails to recommence the
         Services within ten days after Contractor receives a written notice
         from Owner with respect thereto, unless due to an Emergency (provided
         that Contractor shall have furnished Owner with a reasonable
         justification for its course of action within twenty four (24) hours of
         declaring the emergency in question, which course of action is
         consistent with the standards of performance required hereunder);

                           (h) The EPC Guaranty issued by [Siemens Corporation]
         (or its permitted successors thereunder) pursuant to Section 2.1.27
         hereof is terminated or repudiated or an Event of Default (as defined
         therein) exists thereunder;

                           (i) Contractor fails to supply sufficient skilled
         workers or suitable materials or equipment to perform the Services, or
         fails to make prompt payments to Subcontractors (unless such payment is
         the subject

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         of a bona fides dispute, and provided that Contractor is in compliance
         with its requirements under Sections 2.1.22, 4.6 and 10.2 hereof) or
         for labor, materials or equipment, and does not remedy any such failure
         within thirty (30) days of receipt of written notice from Owner with
         respect thereto;

                           (j) (1) None of Provisional Acceptance, Interim
         Acceptance and Final Acceptance of the Facility shall have occurred,
         and Contractor shall have failed to provide Owner with a Plan relating
         thereto in accordance with Section 7.2.1 hereof, in each case by the
         date that is forty (40) days after the Guaranteed Provisional
         Acceptance Date;

                           (2) Neither Provisional Acceptance nor Interim
         Acceptance of the Facility shall have occurred within twelve (12)
         months following the Guaranteed Provisional Acceptance Date; or

                           (3) Final Acceptance of the Facility shall not have
         occurred by the Guaranteed Final Acceptance Date; provided, however,
         that if on or before the Guaranteed Final Acceptance Date the Facility
         has achieved at least Provisional Acceptance and has achieved all other
         requirements for Final Acceptance except for the Reliability Guarantee,
         such failure to achieve Final Acceptance shall not constitute an Event
         of Default under this Section 16.1(j)(3) unless such failure continues
         to exist on the date that is ninety (90) days after the Guaranteed
         Final Completion Date;

                           (k) Contractor fails to achieve any of the
         Construction Progress Milestones, fails to have an Approved Plan
         relating thereto and fails to be proceeding in accordance with a Plan
         as revised by comments from Owner and Independent Engineer pursuant to
         clause (x) of Section 7.6.2 hereof, and each such failure continues to
         exist on the date that is sixty (60) days after the corresponding
         Construction Progress Milestone Date;

                           or

                           (l) Contractor fails to perform or observe in any
         material respect any provision of this Agreement not otherwise
         addressed in this Section 16.1 and fails to remedy any such failure
         within (i) thirty (30) days

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         after Contractor receives a written notice from Owner with respect
         thereto, or (ii) such longer period as may be necessary for Contractor
         to cure such failure, not to exceed one hundred twenty (120) days,
         provided that Contractor diligently pursues the cure of such failure
         and such cure is effected in such a manner and within such time that
         such failure to comply could not reasonably be expected to have a
         material adverse effect on Owner or the Project.

                  16.2 Owner's Rights and Remedies. In the event that Contractor
is in default of its obligations hereunder pursuant to Section 16.1 hereof,
Owner shall have any or all of the following rights and remedies (in addition to
any other rights and remedies that may be available to Owner hereunder or at law
or in equity) and Contractor shall have the following obligations:

                           (a) Owner may, without prejudice to any other right
         or remedy Owner may have hereunder or at law or in equity, terminate
         this Agreement in whole or in part immediately upon delivery of notice
         to Contractor. In case of such partial termination, the Parties shall
         mutually agree upon a Scope Change Order to make equitable adjustments
         (including the reduction and/or deletion of obligations of the Parties
         commensurate with the reduced scope Contractor shall have after taking
         into account such partial termination) to one or more of the Guaranteed
         Completion Dates, the Construction Progress Milestone Dates, the
         Contract Price, the Payment and Milestone Schedule, the Project
         Schedule, the Performance Guarantees and such other provisions of this
         Agreement which may be affected thereby, as appropriate. In the event
         that the Parties are unable to reach mutual agreement as to said Scope
         Change Order and the dispute resolution procedures set forth in Article
         21 are invoked, such procedures shall give due consideration to
         customary terms and conditions under which Contractor has entered
         subcontracts with third party prime contractors covering services
         substantially similar to those Services which are not being terminated.

                           (b) If requested by Owner, Contractor shall withdraw
         from the Facility Site, shall assign to Owner such of Contractor's
         subcontracts (to the extent permitted therein) as Owner may request,
         and shall

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         remove such materials, equipment, tools and instruments used by, and
         any debris and waste materials generated by, Contractor in the
         performance of the Services as Owner may direct, and Owner, without
         incurring any liability to Contractor (other than the obligation to
         return to Contractor at the completion of the Project such materials
         that are not consumed or incorporated into the Project, solely on an
         "as is, where is" basis without any representation or warranty of any
         kind whatsoever), may take possession of any and all designs, drawings,
         materials, equipment, tools, instruments, purchase orders, schedules
         and facilities of Contractor at the Facility Site that Owner deems
         necessary to complete the Services (other than any designs and drawings
         that (i) are proprietary to Contractor, (ii) Contractor's established
         corporate policy prohibits the disclosure of to prime contractors,
         subcontractors or any other third parties that are similar to or the
         same as Owner and its replacement contractor (provided that if such
         policy allows such disclosure only on restrictive terms and conditions,
         then Owner shall be entitled to receive such disclosure on
         substantially similar terms and conditions), and (iii) are so
         competitively sensitive that their disclosure to competitors would have
         a material adverse effect on Contractor);

                           (c) Owner, without incurring any liability to
         Contractor, shall have the right (either with or without the use of
         Contractor's materials, equipment, tools and instruments) to have the
         Services finished and to exercise any rights or remedies available to
         it hereunder or at law or in equity (including without limitation
         demanding the payments from Contractor pursuant to Section 15.3
         hereof);

                           (d) Owner may exercise any other remedy it may have
         hereunder or at law or in equity, including seeking the recovery of
         damages.

                                      ARTICLE 17
                                      Assignment

                  17.1 Consent Required. It is expressly understood and agreed
that this Agreement is personal to Contractor and Owner, and that Contractor and
Owner shall have no right, power or authority to assign or delegate any

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of their respective rights or obligations under this Agreement or any portion
thereof, either voluntarily or involuntarily, or by operation of law.
Notwithstanding the foregoing, (i) Contractor may, without Owner's approval and
provided that such assignment could not reasonably be expected to have a
material adverse effect on Owner or the Project, assign all (but not less than
all) of its rights or obligations under this Agreement to a parent, sister or
subsidiary company, provided that such assignee is directly or indirectly
wholly-owned by the EPC Guarantor and the EPC Guaranty issued by the EPC
Guarantor is still in full force and effect, and (ii) Owner may, without
Contractor's approval, (a) assign any or all of its rights under this Agreement
as collateral security to the Financing Parties, and (b) assign any or all of
its rights under this Agreement to any transferee of the Project or a
substantial portion thereof, provided that such assignee has financial and
operational capabilities that either are substantially similar to those of Owner
at such time or otherwise are such that the assignment could not reasonably be
expected to have a material adverse effect on Contractor's rights and
obligations hereunder.

                  If in connection with any assignment permitted pursuant to
clause (i)(a) of the second sentence of this Section 17.1 any Financing Party
requests Contractor to consent in writing to such an assignment even though such
consent is not required hereunder, Contractor shall do so promptly, with such
acknowledgment and consent agreement to include such terms and conditions as are
mutually and reasonably agreed upon by Contractor, Owner and the Financing
Parties. In the case of an assignment by one Party that does not require the
consent of the other Party, the assigning Party's sole obligation under this
Section 17.1 is to provide the other Party with notice of such assignment. If
either Party reasonably determines or is reasonably advised that any further
instruments are necessary or desirable to carry out the intent of the second
sentence of this Section 17.1, the other Party will execute and deliver all such
instruments and take any action reasonable to effectuate the intent of this
Section 17.1. The Parties recognize that this Agreement is subject to review by
financial institutions for purposes of the project financing of the Project. At
Owner's request, Contractor shall provide to any Financing Party a certificate
from Contractor and/or an opinion of counsel addressed to any such Financing
Party concerning such matters as such Financing Party reasonably requests from
Contractor,

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including that (w) Contractor is duly organized, validly existing and in good
standing under the laws of the state or commonwealth of its formation or
incorporation, as the case may be, and is qualified to do business in the
Commonwealth of Pennsylvania, (x) the execution, delivery and performance of
this Agreement is within the power and authority of Contractor and this
Agreement is not in conflict with its organizational documents or any agreement
to which Contractor is a party or by which it is bound or affected, (y) there is
no law, rule or regulation, nor is there any judgment, decree or order of any
court or governmental entity binding on Contractor which would be contravened by
the execution, delivery, performance or enforcement of the Agreement, and (z)
the Agreement is a legal, valid and binding obligation enforceable against
Contractor in accordance with its terms, subject to usual and customary
qualifications.

                  17.2 Successors and Assigns. All of the rights, benefits,
duties, liabilities and obligations of the Parties hereto shall inure to the
benefit of and be binding upon their respective permitted successors and
permitted assigns.

                                   ARTICLE 18
                                Design Documents

                  18.1 Owner Review. It is expressly understood and agreed that
the Design Documents and other related design information which are prepared in
connection with the Services and which have been identified in Appendix P hereto
as being subject to the review, comment and/or approval of Owner (such design
information together with the Design Documents, the "Documents for Approval"),
shall be made available to Owner (or its designees) for its review, comment
and/or approval, as the case may be, in order to monitor compliance with this
Agreement as such documents are prepared and completed.

                  18.2 Review not Release of Obligations. Review, comment and/or
approval by Owner (or its designees) of any documents or submittals that
Contractor is required to submit to Owner (or its designees) hereunder for its
review, comment and/or approval (including without limitation the Documents for
Approval pursuant to Section 18.1 hereof) shall not relieve or release
Contractor from any of its duties, obligations or liabilities provided for under
the terms of this Agreement. Prior to the Commencement Date,

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the Parties shall mutually agree upon and set forth in Appendix P hereto the
timing requirements for submittal, review, approval and return of such Documents
for Approval.

                  18.3 Final Documents. Within ninety (90) days after the
occurrence of the first to occur of Provisional Acceptance, Interim Acceptance
and Final Acceptance of the Facility, Contractor shall furnish Owner with the
"as built" design documents listed in Appendix P hereto, in form and substance
reasonably satisfactory to Owner, reflecting the Facility as actually
constructed, including without limitation an "as built" survey illustrating the
boundaries of the Facility Site, and the established building setback lines, if
any.

                  18.4 Ownership. Contractor agrees that all Design Documents
and other documents prepared by Contractor and used exclusively in the
performance of the Services and provided to Owner as a deliverable under this
Agreement shall be the property of Owner; provided, that Owner shall not
transfer any such documents to another person other than in connection with its
security assignment to the Financing Parties and any transfer or other
assignment by Owner of all or substantially all of its interests in the Project,
and in any such case such transfer shall be made subject to the terms of Section
19.1 hereof to the extent applicable. Contractor agrees that all such documents,
as well as any drawings, tracings, specifications, calculations, memoranda,
data, notes and other materials which are supplied by Owner and come into the
possession of Contractor, shall be used solely with respect to this Project and,
with respect to all such materials supplied by Owner that were specifically
identified at the time of such submittal as requiring return, shall, except for
Contractor's file copy, be delivered to Owner at the first to occur of
Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility
and termination of the Services.

                                   ARTICLE 19
                            Confidential Information

                  19.1 Confidentiality. Each Party agrees to hold in confidence
for a period commencing with the date hereof and ending five years from the date
of Project Completion, except as may be necessary to perform its obligations
hereunder, any information supplied to it by the other Party and designated in
writing as confidential. Each Party

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further agrees to require third parties to enter into appropriate non-disclosure
agreements relative to such confidential information as may be communicated to
them by Contractor or Owner. The provisions of this Section 19.1 shall not apply
to information within any one of the following categories: (a) information which
was in the public domain prior to receipt thereof from the other Party or which
subsequently becomes part of the public domain by publication or otherwise,
except by the receiving Party's wrongful act; (b) information which the
receiving Party can show was in its possession prior to its receipt thereof from
the other Party; (c) information received by a Party from a third party without
a confidentiality obligation with respect thereto; (d) information which the
receiving Party developed independently; or (e) information which a Party is
required by law to disclose; provided, however, that prior to making any such
disclosure under clause (e) of this Section 19.1, such disclosing Party shall:
(i) provide the other Party with timely advance written notice of the
confidential information requested by such government authority and such
disclosing Party's intent to so disclose; (ii) minimize the amount of
confidential information to be provided consonant with the interests of the
non-disclosing Party and the requirements of the government authority involved;
and (iii) at the request and expense of the non-disclosing Party make every
reasonable effort (which shall include participation by the non-disclosing Party
in discussions with the government authority involved) to secure confidential
treatment and minimization of the confidential information to be provided.
Neither Party shall publish the terms and conditions of this Agreement or
Project technical information, unless the other Party provides its express prior
written consent thereto; provided, however, that Owner shall be permitted to
disclose, subject to the provisions of this Section 19.1, such terms and
provisions to the Independent Engineer, the Financing Parties and the Utility
and otherwise to the extent required to obtain financing for the Facility or to
perform its obligations under the Power Purchase Agreement or, upon the
termination of this Agreement pursuant to Section 16.2 hereof, to the extent
Owner reasonably deems necessary to complete the Services (other than any such
technical information that (1) is proprietary to Contractor, (2) Contractor's
established corporate policy prohibits the disclosure of to prime contractors,
subcontractors or any other third parties that are similar to or the same as
Owner and its replacement contractor (provided that if such policy allows such
disclosure only on restrictive terms and

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conditions, then Owner shall be entitled to receive such disclosure on
substantially similar terms and conditions), and (3) is so competitively
sensitive that its disclosure to competitors would reasonably be determined to
have a material adverse effect on Contractor). Notwithstanding any other
provision of this Section 19.1, (a) Owner shall be permitted to summarize the
material terms and conditions of this Agreement for purposes of including such
summary in any offering statements or similar disclosure documents relating to
the financing of the Facility ("Offering Statements") which will be provided to
credit rating agencies ("Rating Agency") that may provide a rating for such debt
and to prospective purchasers of such debt ("Offerees"); and (b) the Independent
Engineer may utilize certain project technical information in a report
("Report") which will be included in such Offering Statement; provided, however,
that prior to the distribution of the summary referred to in clause (a) above
and the Report referred to in clause (b) above to any Rating Agency or Offerees,
Owner shall provide Contractor a copy thereof and Contractor shall have a
reasonable period of time to review and provide comments thereon to Owner in the
case of the summary and Owner and the Independent Engineer in the case of the
Report. Owner shall give due consideration to such comments in finalizing the
summary and shall cause the Independent Engineer to give due consideration to
such comments in finalizing the Report, in both cases in light of Contractor's
interest in protecting its proprietary information and in light of Owner's and
the Independent Engineer's disclosure obligations under applicable securities
laws. The parties shall attempt in good faith to resolve any disagreements
concerning information to be included in such summary or Report. No Offeree
shall be given a copy of this Agreement but an Offeree may inspect a copy of
this Agreement at the offices of Owner or its designee provided such Offeree has
entered into an appropriate confidentiality agreement and such Offeree is not in
competition with Contractor in Contractor's power generation, distribution and
transmission business.

                  19.2 Publicity Releases. Contractor shall not, nor shall it
permit any Subcontractor to, issue any press or publicity release or any
advertisement, or publish or otherwise disclose any photograph or other
information, concerning this Agreement or the Project without the express prior
written consent of Owner.

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                                   ARTICLE 20
                                   Inspection

                  20.1 Project Inspection. Contractor acknowledges that prior to
the execution of this Agreement, Contractor (a) has made a complete and careful
examination of the Facility Site and the surrounding areas, the Design Documents
and the drawings and specifications and other information set forth in Appendix
A hereto, (b) has made a complete and careful examination to determine the
difficulties and hazards incident to the performance of the Services, including
without limitation (i) the location of the Project, (ii) the condition of the
Facility Site and the surrounding areas, (iii) the proximity of the Project to
adjacent facilities and structures, (iv) the conditions of the roads, waterways
and railroads in the vicinity of the Facility Site, including the conditions
affecting shipping and transportation, access, disposal, handling and storage of
materials, (v) the labor conditions in the region of the Facility Site, (vi)
Applicable Laws, Applicable Permits, the Electrical Interconnection
Requirements, the PPA Operating Requirements (as in effect on the date of
execution of this Agreement), the Guaranteed Emissions Limits and Real Estate
Rights, (vii) the local weather conditions based upon previous weather data, and
(viii) all other matters that might affect Contractor's performance hereunder or
the construction of the Facility (other than subsurface conditions pursuant to
Section 20.2 hereof), and (c) has determined to Contractor's satisfaction the
nature and extent of such difficulties and hazards.

                  20.2 Subsurface Conditions. In the event and to the extent a
subsurface condition at the Facility Site affects Contractor's costs or ability
to meet the Guaranteed Completion Dates or the Construction Progress Milestone
Dates, an equitable adjustment shall be made in one or more of the Contract
Price, the Guaranteed Completion Dates, the Construction Progress Milestone
Dates, the Payment and Milestone Schedule, the Performance Guarantees, the
Project Schedule and, as appropriate, such other provisions of this Agreement
which may be affected thereby pursuant to Article 12 hereof; provided, however,
that no such adjustment shall be made with respect to (i) any material
difficulties, hazards or conditions at the Facility Site identified in the
preliminary geotechnical survey and soil analysis report prepared by or on
behalf of the Owner and delivered to Contractor prior to the execution date
hereof, (ii) any material difficulties, hazards or conditions at the Facility

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Site that were identified in the additional, comprehensive geotechnical survey
and soil analysis performed by Contractor pursuant to Section 20.3 hereof or
that should have been identified by such comprehensive survey and analysis if
Contractor had performed such survey and analysis in accordance with the
standards of performance required hereunder, and (iii) any Hazardous Materials
identified in any environmental site assessment report delivered to Contractor
by Owner pursuant to Section 20.3 hereof and for which Contractor has agreed to
accept disposal responsibility pursuant to Section 12.12 hereof.

                  20.3 Soil and Terrain Inspection. Contractor acknowledges that
prior to the execution of this Agreement Owner has made a preliminary
examination of the nature and character of the soil and terrain of the Facility
Site, the results of which were furnished to Contractor by Owner prior to the
execution date hereof, and Contractor has performed an additional, more complete
and careful geotechnical survey and analysis of the nature, character and
condition of the soil and terrain of, or near, the Facility Site in order to
determine any additional material difficulties on or about or near the Facility
Site (including without limitation the presence and effect of any artifacts or
other items of historical or archaeological significance and any wetlands (but
excluding any Hazardous Materials) on or about or near the Facility Site). No
later than October 1, 1998, Contractor shall prepare and deliver to Owner a
comprehensive report on any additional material difficulties with the condition
of the Facility Site identified by such more complete examination that were not
previously identified by Owner's preliminary examination. In addition, Owner
shall have the right, in its sole discretion, to prepare and deliver to
Contractor no later than thirty (30) days prior to the Commencement Date an
environmental assessment report of the Facility Site. If Owner's environmental
report (if any) reveals any additional material difficulties, hazards or
conditions at or near the Facility Site incident to the performance of the
Services that were not previously identified in the preliminary examination by
Owner delivered to Contractor prior to the execution hereof, then Contractor
shall have the right, to be exercised no later than thirty (30) days after
receipt of each such report, to request a Scope Change providing for such
equitable adjustments (if any) in one or more of the Contract Price, the
Guaranteed Completion Dates, the Construction Progress Milestone Dates, the
Payment and Milestone Schedule, the Performance Guarantees, the Project

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Schedule and, as appropriate, such other provisions of this Agreement which may
be affected thereby, in each case as may be reasonably warranted by such
material differences or additions, in which event Owner shall have the option of
(a) granting such a Scope Change on terms mutually and reasonably agreeable to
Owner and Contractor or (b) terminating this Agreement without any liability of
either Party to the other, subject to the provisions of Section 15.1 hereof.

                                   ARTICLE 21
                               Dispute Resolution

                  21.1 Dispute Resolution. In the event a dispute arises between
Owner and Contractor regarding the application or interpretation of any
provision of this Agreement, the aggrieved Party shall promptly give notice in
writing to the other Party invoking the provisions of this Section 21.1 and the
Parties shall negotiate in good faith and attempt to resolve such dispute. If
the Parties fail to resolve the dispute within thirty (30) days after delivery
of such notice, each Party shall have the right to require, by written notice to
the other Party containing a brief description of the dispute, that each Party
nominate and have a senior officer of its management meet with the other Party's
nominated senior officer at the Facility Site, or at any other mutually agreed
location, within fifteen (15) days of such request, in order to attempt to
resolve the dispute. Should the Parties be unable to resolve the dispute to
their mutual satisfaction within fifteen (15) days after such meeting, each
Party shall have the right to pursue any and all remedies available to it
hereunder or available to it at law or in equity.

                           21.1.1 Independent Expert. If any dispute hereunder
         involves technical issues (including, without limitation, as to the
         adequacy of any Plan submitted by Contractor under Section 7.6.2
         hereof), either Party could request that such matter be referred to a
         mutually acceptable independent expert for resolution in an expedited
         manner pursuant to procedures and timing to be mutually agreed upon by
         the Parties; provided, that if the other Party does not agree to such
         request or the Parties are unable to reach an agreement on such an
         independent expert or such governing procedures (in each case in the
         sole discretion of each Party) in any case within thirty

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         (30) days after the initial request, then either Party may require that
         the dispute be submitted to resolution pursuant to Section 21.1 hereof.
         The findings of any such independent expert with respect to any
         technical issues so presented to it for resolution hereunder shall be
         binding upon the Parties.

                  21.2 Performance During Dispute. Subject to Contractor's
rights under Section 15.2.1 hereof, notwithstanding the existence of a dispute
between Owner and Contractor and regardless of whether such dispute is the
subject of dispute resolution pursuant to Section 21.1 hereof, Contractor shall
not be entitled to suspend or otherwise delay the performance of the Services.

                                   ARTICLE 22
                              Cost Records; Audits

                  22.1 Maintenance of Records. Contractor shall maintain fiscal
records and books of account pertaining to the Project in accordance with U.S.
generally accepted accounting principles consistently applied.

                  22.2 Inspection of Books, Records and Audit Rights. Contractor
covenants and agrees to keep and maintain full, complete and detailed records of
all of its costs and allowances incurred in connection with Scope Changes priced
at cost plus fee. Contractor authorizes independent third parties designated by
Owner and subject to Contractor's approval (not to be unreasonably withheld) to
inspect and audit, during business hours, all such records. Such records, books
and accounts shall be preserved by Contractor and shall be available for audit
for a period of three (3) years after Project Completion, at no additional cost
to Owner.

                  22.3 Quality Audits. Owner may perform periodic audits of the
Project, or of documents related to the Project, to the extent necessary (in
Owner's reasonable judgment) to verify the application of the Quality Assurance
Plan set forth in Appendix K hereto and its results. In the event that, as a
result of an audit, Owner detects a failure to adhere to or to properly apply
such Quality Assurance Plan, upon the receipt of notice thereof from Owner,
Contractor shall take all actions necessary to correct such failure.

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                                   ARTICLE 23
                             Independent Contractor

                  23.1 Contractor as Independent Contractor. Contractor shall be
an independent contractor with respect to the Project, each part thereof, and
the Services, and neither Contractor nor its Subcontractors nor the employees of
either shall be deemed to be agents, representatives, employees or servants of
Owner in the performance of the Services, or any part thereof, or in any manner
dealt with herein. The Parties covenant and agree that in the performance of the
Services by Contractor, Contractor shall not perform any act or make any
representation to any Person to the effect that Contractor, its agents,
representatives or Subcontractors, is the agent or agents of Owner.

                                   ARTICLE 24
                         Representations and Warranties

                  24.1 Representations and Warranties of Contractor. Contractor
represents and warrants to Owner that:

                           24.1.1 Organization and Qualification. Contractor is
         a corporation duly organized, validly existing and in good standing
         under the laws of Pennsylvania, U.S.A., has the lawful power to engage
         in the business it presently conducts and contemplates conducting, and
         is duly licensed or qualified and in good standing as a corporation in
         each jurisdiction wherein the nature of the business transacted by it
         makes such licensing or qualification necessary.

                           24.1.2 Power and Authority. Contractor has the power
         to enter into this Agreement and to perform its obligations hereunder
         and all such actions have been duly authorized by all necessary
         proceedings on its part.

                           24.1.3 No Conflict. The execution, delivery and
         performance of this Agreement will not conflict with, result in the
         breach of, constitute a default under or accelerate performance
         required by any of the terms of the organizational documents of
         Contractor or any Applicable Laws or any covenant, agreement,
         understanding, decree or order to which Contractor is a

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         party or by which Contractor or any of its properties or assets is
         bound or affected.

                           24.1.4 Validity and Binding Effect. This Agreement
         has been duly and validly executed and delivered by Contractor. This
         Agreement constitutes a legal, valid and binding obligation of
         Contractor, enforceable in accordance with its terms, except to the
         extent that its enforceability may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         the rights of creditors generally or by general principles of equity.
         No authorization, approval, exemption or consent by any governmental or
         public body or authority (other than the Applicable Permits listed in
         Appendix F hereto) is required in connection with the authorization,
         execution, delivery and carrying out of the terms of this Agreement.

                           24.1.5 Litigation. There are no actions, suits,
         proceedings or investigations pending or, to the knowledge of
         Contractor or its officers, threatened against it at law or in equity
         before any court or before any federal, commonwealth, state, municipal
         or other governmental department, commission, board, agency or
         instrumentality whether or not covered by insurance which individually
         or in the aggregate may result in any materially adverse effect on the
         business, properties or assets or the condition, financial or
         otherwise, of Contractor or in any impairment of Contractor' ability to
         perform its obligations under this Agreement. Neither Contractor nor
         any of its officers has knowledge of any violation or default with
         respect to any order, writ, injunction or any decree of any court or
         any Federal, commonwealth, state, municipal or other governmental
         department, commission, board, agency or instrumentality which may
         result in any such materially adverse effect or such impairment.

                           24.1.6 Patents, Licenses, Franchises. Contractor owns
         or possesses all the patents, trademarks, service marks, tradenames,
         copyrights, licenses, franchises, permits and rights with respect to
         the foregoing necessary to perform the Services and to carry on its
         business as presently conducted and presently planned to be conducted
         without conflict with the rights of others.

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                           24.1.7 Compliance with Laws. Contractor has complied
         with all Applicable Laws such that it has not been subject to any
         fines, penalties, injunctive relief or criminal liabilities which in
         the aggregate have materially affected or may materially affect the
         business operations or financial condition of Contractor or its ability
         to perform the Services.

                           24.1.8 Disclosure. No representation or warranty by
         Contractor contained herein or in any other document furnished by
         Contractor to Owner contains or will contain any untrue statement of
         material fact or omits or will omit to state a material fact necessary
         to make such representation or warranty not misleading in light of the
         circumstances under which it was made.

                  24.2 Representations and Warranties of Owner. Owner represents
and warrants to Contractor that:

                           24.2.1 Organization and Qualification. Owner is a
         corporation duly organized, validly existing and in good standing under
         the laws of Delaware, has the lawful power to engage in the business it
         presently conducts and contemplates conducting, and is duly licensed or
         qualified and in good standing as a corporation in each jurisdiction
         wherein the nature of the business transacted by it makes such
         licensing or qualification necessary.

                           24.2.2 Power and Authority. Owner has the power to
         enter into this Agreement and to perform its obligations hereunder and
         all such actions have been duly authorized by all necessary proceedings
         on its part.

                           24.2.3 No Conflict. The execution, delivery and
         performance of this Agreement will not conflict with, result in the
         breach of, constitute a default under or accelerate performance
         required by any of the terms of the organizational documents of Owner
         or any Applicable Laws or any covenant, agreement, understanding,
         decree or order to which Owner is a party or by which Owner or any of
         its properties or assets is bound or affected.

                           24.2.4 Validity and Binding Effect. This Agreement
         has been duly and validly executed and delivered by Owner. This
         Agreement constitutes a

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         legal, valid and binding obligation of Owner, enforceable in accordance
         with its terms, except to the extent that its enforceability may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the rights of creditors generally or by general
         principles of equity. No authorization, approval, exemption or consent
         by any governmental or public body or authority (other than the
         Applicable Permits listed in Appendix F hereto) is required in
         connection with the authorization, execution, delivery and carrying out
         of the terms of this Agreement.

                           24.2.5 Litigation. There are no actions, suits,
         proceedings or investigations pending or, to the knowledge of Owner or
         its officers, threatened against it at law or in equity before any
         court or before any federal, state, municipal or other governmental
         department, commission, board, agency or instrumentality whether or not
         covered by insurance which individually or in the aggregate may result
         in any materially adverse effect on the business, properties or assets
         or the condition, financial or otherwise, of Owner or in any impairment
         of Owner's ability to perform its obligations under this Agreement.
         Neither Owner nor any of its officers has knowledge of any violation or
         default with respect to any order, writ, injunction or any decree of
         any court or any federal, commonwealth, state, municipal or other
         governmental department, commission, board, agency or instrumentality
         which may result in any such materially adverse effect or such
         impairment.

                           24.2.6 Compliance with Laws. Owner has complied with
         all Applicable Laws such that it has not been subject to any fines,
         penalties, injunctive relief or criminal liabilities which in the
         aggregate have materially affected or may materially affect the
         business operations or financial condition of Owner.

                           24.2.7 Disclosure. No representation or warranty by
         Owner contained herein or in any other document furnished by Owner to
         Contractor contains or will contain any untrue statement of material
         fact or omits or will omit to state a material fact necessary to make
         such representation or warranty not misleading in light of the
         circumstances under which it was made.

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                                      ARTICLE 25
                                     Miscellaneous

                  25.1 Past Due Amounts. Any amount owed to either Party
hereunder which is not paid by the owing Party within fifteen (15) days after
the date such amount is originally due under this Agreement shall accrue
interest each day such amount is not paid at the lesser of (a) an annual rate
equal to one percentage point above the rate quoted from time to time as the
prime rate for large commercial loans to creditworthy entities by the bank (or
such other bank as may be mutually agreed between the Parties) that acts as the
agent for the banks providing the senior construction financing for the
Facility, and (b) the maximum rate permitted by Applicable Laws.

                  25.2 Delay not Waiver. It is understood and agreed that any
delay, waiver or omission by Owner or Contractor to exercise any right or power
arising from any breach or default by Contractor or Owner in any of the terms,
provisions or covenants of this Agreement shall not be construed to be a waiver
by Owner or Contractor of any subsequent breach or default of the same or other
terms, provisions or covenants on the part of Contractor or Owner.

                  25.3 No Set-Off, Deduction or Counterclaim by Contractor. Any
amounts due from Contractor to Owner under this Agreement shall not be subject
to any reduction for any set-off, deduction, counterclaim or otherwise based
upon any claim against Owner. Contractor shall not assert any claim it may have
by reason of the Owner's default under this Agreement as a defense to
performance of its obligations under any other agreement with Owner, nor shall
Contractor assert any claim it may have by reason of Owner's default under any
other agreement with Contractor as a defense to performance of its obligations
under this Agreement.

                  25.4 Choice of Law. This Agreement shall in all respects be
governed by and construed in accordance with the laws of the State of New York,
including with respect to all matters of construction, validity and performance,
without giving effect to any choice of law rules thereof which may direct the
application of the laws of another jurisdiction.

                  25.5 Severability. In the event that any of the provisions, or
portions or applications thereof of this Agreement are held to be unenforceable
or invalid by any court of competent jurisdiction, Owner and Contractor shall

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negotiate an equitable adjustment in the provisions of this Agreement with a
view toward effecting the purpose of this Agreement, and the validity and
enforceability of the remaining provisions, or portions or applications thereof,
shall not be affected thereby.

                  25.6 Notice. Any notice required to be given by Owner to
Contractor hereunder respecting breach, consent to settlement of claims,
termination or indemnification, shall be in writing and shall be addressed to:

                  Siemens Westinghouse Power Corporation
                  4400 Alafaya Trail
                  Orlando, Florida 32826

                  Attention: Jeffrey Jacobsohn, Project Director
                  Telecopy #: (407) 281-5031

with a copy to:

                  Siemens Westinghouse Power Corporation
                  Mail Code 550
                  4400 Alafaya Trail
                  Orlando, Florida 32826

                  Attention: Law Department
                  Telecopy #: (407) 281-5034

Any notice required to be given by Contractor to Owner hereunder respecting
breach, consent to settlement of claims, termination or indemnification, shall
be in writing and shall be addressed to:

                  AES Ironwood, Inc.
                  829 Cumberland Street
                  Lebanon, PA 17042

                  Attention: Steve Dahm
                  Telecopy #: (717) 228-1271

with a copy to:

                  AES Ironwood, Inc.
                  1001 North 19th Street
                  Arlington, Virginia 22209

                  Attention: John Ruggirello
                  Telecopy #: (703) 528-4510

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All other notices required or permitted to be given by either Party hereunder
shall be in accordance with the requirements of the Project Procedures Manual.

                           25.6.1 Delivery. All notices under Section 25.6
         hereof shall be delivered in person to the company above mentioned,
         sent via certified mail with a return receipt requested in a securely
         sealed envelope or sent via telecopy and shall be effective when
         received at the address specified above. The Parties hereto, by like
         notice in writing, may designate, from time to time, another address or
         office to which notices may be given pursuant to this Agreement.

                  25.7 Section Headings. The Article and Section headings herein
have been inserted for convenience of reference only and shall not in any manner
affect the construction, meaning or effect of anything herein contained nor
govern the rights and liabilities of the Parties hereto.

                  25.8 Entire Agreement. This Agreement contains the entire
agreement between the Parties hereto and supersedes any and all prior written
and oral agreements, proposals, negotiations, understandings and representations
pertaining to the subject matter hereof.

                  25.9 Amendments. No amendments or modifications of this
Agreement shall be valid unless evidenced in writing and signed by a duly
authorized representative of the Party against which enforcement is sought.

                  25.10 Conflicting Provisions. In the event of any conflict,
variation or inconsistency between any provision of this Contract Document, as
it may be amended from time to time, and any other provision of this Agreement,
the provision of this Contract Document shall control.

                  25.11 No Third Party Rights. This Agreement and all rights
hereunder are intended for the sole benefit of the Parties and shall not imply
or create any rights on the part of, or obligations to, any other Person, except
as otherwise expressly provided herein with respect to the Financing Parties,
the Utility and the Indemnified Parties (as and to the extent so expressly
provided herein, if any, the "Third Party Beneficiaries").

                                      153
<PAGE>

                  25.12 Owner's Obligations Non-Recourse. The Parties
acknowledge that Owner has entered into this Agreement entirely on its own
behalf, and in no manner on behalf of The AES Corporation and that Contractor
shall have no recourse against The AES Corporation (except as and to the extent
expressly provided under the AES Pre-Financial Closing Guaranty to be provided
by The AES Corporation pursuant to Section 5.12 hereof) or any of its affiliates
(other than Owner), partners, joint ventures, officers, directors, successors or
assigns for any reason.

                  25.13 Survival of Provisions. All provisions of this Agreement
which are expressly or by implication to come into or continue in force and
effect after the expiration or termination of this Agreement, including but not
limited to Articles 9, 10, 13 and 25.16 hereof, shall remain in effect and be
enforceable following such expiration or termination.

                  25.14 Title to the Project. Title to all materials, supplies,
equipment and machinery used in connection with the Services and which become,
or are scheduled to become, a part of the Project shall vest in Owner upon the
earlier of (i) the time at which Owner has made payment to Contractor for such
items and (ii) incorporation of such items into the Project at the Facility
Site. Title to water, soil, rock, gravel, sand, minerals, timber and any other
resources developed or obtained in the excavation or the performance by
Contractor of the Services or other work hereunder and the right to use said
items or dispose of the same is hereby expressly vested in and reserved by
Owner. Contractor shall not have any right, title or interest in or to said
resources. Title to construction equipment shall remain with Contractor at all
times.

                  25.15 Not used.

                  25.16 Transfer. In the event that Owner voluntarily sells or
transfers all or substantially all of its interests in and to the Facility
and/or this Agreement (excluding temporary transfers for storage or repair work
and permanent transfers for disposal) prior to the seventh anniversary of the
first to occur of Provisional Acceptance, Interim Acceptance or Final Acceptance
of the Facility or any earlier termination hereof, Owner shall require such
transferee to accept such transfer as being subject, with respect to the
Contractor and its Subcontractors, to the limitations of and protections against
liability afforded

                                      154
<PAGE>

under this Agreement and shall use its reasonable efforts to obtain a written
acknowledgment to such effect from such transferee prior to any such transfer.
In the event of any involuntary sale or transfer by Owner of such interests
prior to said seventh anniversary (including without limitation any foreclosure
or sale in lieu thereof by the Financing Parties), Owner shall use its
reasonable efforts to have such transferee accept and acknowledge in writing
that such transfer is so subject to such limitations and protections with
respect to Contractor and its Subcontractors. All costs and expenses reasonably
incurred by Owner in connection with its performance of this Section 25.16
(including, without limitation, reasonable attorneys' fees and expenses incurred
by Owner and, to the extent Owner is required to bear such costs, the attorneys'
fees and expenses incurred by such prospective transferees) shall be promptly
reimbursed by Contractor within five (5) days of receipt of an invoice therefor
(together with reasonable supporting documentation).

                  25.17 Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute the same agreement.

                                      155
<PAGE>

                  IN WITNESS WHEREOF, the Parties, intending to be legally
bound, have caused this Agreement to be executed by their duly authorized
signatories as of the date indicated below and to be effective as of the day and
year first above written.


                                         AES IRONWOOD, INC.


                                         By: /s/ Patricia L. Rollin
                                             -----------------------------------
                                             Name:  Patricia L. Rollin
                                             Title: Vice President
                                             Date:  Nov. 11, 1998


                                         SIEMENS WESTINGHOUSE
                                         POWER CORPORATION


                                         By: /s/ John L. Gibson
                                             -----------------------------------
                                             Name:  John L. Gibson
                                             Title: New Generation Sales Manager
                                             Date:  Nov. 12, 1998



<PAGE>

--------------------------------------------------------------------------------

                            Proprietary Information

--------------------------------------------------------------------------------


This proposal is being submitted by Siemens Westinghouse Power Corporation, a
Siemens Company, and therefore any reference contained herein to Westinghouse
should be interpreted as a reference to Siemens Westinghouse Power Corporation.

All information, however embodied, and all technical documents supplied by
Siemens Westinghouse Power Corporation shall remain the property of Siemens
Westinghouse Power Corporation and its successors, and your acceptance of it is
an acknowledgment of a confidential relationship. They are to be used solely for
the purpose for which furnished and are to be returned on request or destroyed
when no longer required for that purpose. No information however embodied herein
is to be reproduced, transmitted, disclosed, or used otherwise in whole or in
part without the written authorization of Siemens Westinghouse Power
Corporation, and its successors.




--------------------------------------------------------------------------------

<PAGE>

                                Table of Contents

I.    GENERAL PLANT DESCRIPTION

      a.    Plant Description

      b.    Scope of Supply & Division of Responsibility

      c.    Plant Design Basis/Assumptions (Site Specific/Project Specific
            Criteria)

      d.    Clarifications and Assumptions

      e.    Not Used

II.   DESIGN BASIS OF PLANT

      a.    Codes and Standards

      b.    Westinghouse Reference Project Design Criteria - Structural
                                                           - Controls
                                                           - Mechanical
                                                           - Electrical

III.  EXPECTED PERFORMANCE

IV.   EQUIPMENT AND SYSTEM DESCRIPTIONS

      a.    Major Equipment

            1.    Combustion Turbine
                  o     Combustion Turbine Description
                  o     Combustion Turbine Auxiliaries

            2.    Heat Recovery Steam Generator (HRSG)
                  o     HRSG and Accessories Description
                  o     HRSG Technical Requirements

            3.    Steam Turbine
                  o     Primary Turbine Inlet Features
                  o     Combined High Pressure/Intermediate Pressure Turbine
                  o     Double Flow Low Pressure Turbine
                  o     Steam Turbine Auxiliaries
<PAGE>

            4.    Generator/Excitation
                  o     WDR2000 Static Exciter
                  o     Collector System Description

            5.    Wet Condenser

            6.    Cooling Tower

      b.    Mechanical Systems
                  Blowdown
                  Steam Drains
                  Steam System
                  Condenser Air Removal
                  Circulating Water
                  Auxiliary Cooling Water System
                  Condensate System
                  Feedwater System
                  Raw Water
                  Cycle Makeup Treatment
                  Cycle Makeup/Return
                  Compressed Air
                  Compressed Gas Storage
                  Fuel Gas System
                  Liquid Fuel System
                  Fire Protection
                  Wastewater Treatment
                  Chemical Treatment
                  Gas Compressor

      c.    Civil Engineering

      d.    Plant Electrical Systems
            o     Security System

      e.    Switchyard

      f.    Control System

      g.    Expected Sound Levels

<PAGE>

V.    ATTACHMENTS

      a.    Drawings
            o     General Arrangement
            o     Flow Diagrams
            o     Electrical Diagrams
            o     Control System Diagram
            o     Water Balance Diagrams

      b.    Fuel Specifications
            o     Gas Fuel Specification
            o     Liquid Fuel Specification

      c.    Raw Water Analysis

      d.    Generator Curves

      e.    CT Inspection Intervals/ Equivalent Operating Hours

      f.    ECONOPAC Paint Specifications

      g.    Determination of Total Equivalent Operating Hours

<PAGE>

   SIEMENS
------------
Westinghouse

CONTRACT APPENDIX A - SCOPE OF SERVICES

AES IRONWOOD

for the

2x1 501G Combined Cycle Turnkey Plant

FINAL ISSUE
October 30, 1998

Prepared by:                                                           DUPLICATE
                                                                       NEG097321

Siemens Westinghouse Power Corporation                                 CP98103
A Siemens Company
Orlando, Florida

<PAGE>

                                                       General Plant Description
                                                       -------------------------
                                                       =========================
<PAGE>

--------------------------------------------------------------------------------

                           General Plant Description

--------------------------------------------------------------------------------


GENERAL DESCRIPTION OF THE PLANT

The combined cycle power plant will consist of two W501G combustion turbines
coupled with two heat recovery steam generators and a single steam turbine and
will be designed to have a nominal net electrical generation capacity of
approximately 640 MW at an ambient dry bulb temperature of 92 degrees F.
Combustion turbines will primarily burn natural gas supplied via a pipeline with
provisions to burn tank stored distillate oil as a backup fuel. Each combustion
turbine will be coupled with a three pressure reheat heat recovery steam
generator which will generate steam to operate the steam turbine. Generators
from the two combustion turbines and the steam turbine will be connected to the
Owner supplied substation through individual generator step up transformers.
These transformers will raise the generated voltage to 230 kV.

MAJOR EQUIPMENT

This 640 MW nominal combined-cycle plant consists of the following major
equipment:

o     Two (2) Westinghouse 501G Combustion Turbines with Hydrogen Cooled
      Generators

o     Two (2) Unfired, Three Pressure Level Reheat Heat Recovery Steam
      Generators (HRSGs) with Stacks

o     One (1) Westinghouse Multi-Cylinder Reheat Condensing Steam Turbine with
      Hydrogen Cooled Generator

o     One (1) Water Cooled Condenser using a Forced Draft Cooling Tower

o     One (1) Integrated Plant Distributed Control System

o     Balance of Plant Equipment consisting of Pumps, Transformers, Power
      Electrics, etc.


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<PAGE>

--------------------------------------------------------------------------------

o     230 kV Switchyard

MAJOR CYCLE EQUIPMENT/SYSTEM DESCRIPTIONS

COMBUSTION TURBINE: Two Bearing, Axial Exhaust, Cold End Drive Turbine

Ambient air is drawn through the inlet air filtration and silencing system into
the compressor element of the combustion turbine where it is compressed to
approximately 19 atmospheres. Inlet air filtration is accomplished with a pad
type filter. The combustion turbine is designed to be fired with natural gas and
distillate oil fuels. Fuel is fired in the combustion section, after which the
hot gases expand through the turbine element. The combustion turbine is directly
connected to its hydrogen cooled generator. The combustion turbine has two
functions: (i) to produce electrical power through the directly connected
generator; and (ii) to supply hot gases to the heat recovery steam generator
(HRSG). Exhaust gases from the combustion turbine pass through the HRSG which
absorbs energy to generate steam. The gases will then exhaust into the
atmosphere through the stack. Plant exhaust gas emissions are controlled through
the use of a dry low NOx combustion system. Further NOx reduction will be
accomplished by the supply of the SCR system.

HRSG: Three pressure, Reheat, Natural Circulation with SCR System

The HRSG produces steam which drives the steam turbine. It is a horizontal gas
flow, natural circulation type heat recovery boiler which incorporates extended
fin tube construction. The Westinghouse combined cycle plant utilizes a three
pressure level reheat HRSG design. The high pressure (HP), intermediate pressure
(IP) and the low pressure (LP) sections contain economizer tube bundles, natural
circulation type evaporator tube bundles each with associated steam drum, and a
superheater tube bundle. High pressure, intermediate pressure and low pressure
feedwater is pumped through the economizer sections of the HRSG for optimized
performance. The HRSG is equipped with a selective catalytic reduction (SCR)
system to reduce the stack NOx emission levels. The HRSG is also equipped with a
spool section which could accommodate a future CO (carbon monoxide) catalyst (by
others).


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FINAL ISSUE - OCTOBER 30, 1998

<PAGE>

--------------------------------------------------------------------------------

STEAM TURBINE: Two Cylinder, Reheat, Condensing Unit With High Efficiency Blades

The steam generated in the HRSG is supplied to the Multi-Cylinder, side exhaust
dual flow condensing steam turbine. HP steam is supplied directly to the steam
turbine inlet as main steam. IP steam is routed for transition cooling of the
combustion turbine and then joins the hot reheat steam which enters the steam
turbine through the IP turbine inlet. LP steam enters the steam turbine through
an induction port. Steam exhausts into a water cooled condenser upon exiting the
LP turbine. The steam turbine is directly connected by a rigid coupling to a
hydrogen cooled generator which produces electrical power.

100% STEAM TURBINE BYPASS SYSTEM:

The condenser is designed to accommodate the exhaust from the steam turbine plus
the miscellaneous drains from the steam system. The condenser is also designed
to allow 100% steam bypass of the steam turbine.

3x50% CONDENSATE PUMPS:

Condensate is pumped from the condenser hotwell by one of three 50% capacity
condensate pumps. The condensate then passes through the low temperature
economizer section in the HRSG prior to entering the LP steam drum.

1 x 100% BOILER FEEDPUMP WITH INTERSTAGE TAKEOFF:

One (1) 1 x 100% capacity HRSG feedwater pump (of interstage takeoff design) per
HRSG supplies feedwater to the HP and IP boiler sections of each respective
HRSG. The pump is electric motor driven and is located adjacent to the HRSG. The
pump takes suction from the HRSG LP drum which is located above the pump at an
elevation adequate to provide sufficient NPSH during all normal and transient
operating conditions.

COOLING TOWER:

The steam cycle ultimate heat sink is provided by a cooling tower. The cooling
tower transfers heat from the circulating cooling water by means of a mechanical
draft design.


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FINAL ISSUE - OCTOBER 30, 1998

<PAGE>

--------------------------------------------------------------------------------

MANUAL ON/OFF LINE COMPRESSOR WATER WASH SYSTEM:

By virtue of this cycle arrangement, optimum power is generated at the most
economical energy cost, while maintaining the simplicity of the total plant
arrangement. An on and off line combustion turbine compressor water wash system
is provided to help maintain plant performance between maintenance outages.

FIRE PROTECTION:

Plant fire protection is provided by a ring header, hydrants and hose stations
supplied from the raw/fire water tank.

ELECTRICAL

Individual transformers

Synchronization using power circuit breaker

The combustion turbine generator and the steam turbine generator are each
connected to its own two-winding, oil filled step up transformer which increases
the voltage from the generator terminals to the interconnecting voltage at the
high side terminals. Synchronization and protection of the combustion turbine
generator and the steam turbine generator are achieved via power circuit
breakers in the switchyard. These circuit breakers isolate the power generating
station from the interconnecting system.

The combustion turbine generator and steam turbine generator are connected to
their step-up transformers via isolated phase bus duct.

Station auxiliary transformers

Two station auxiliary transformers will provide power from the switchyard to
plant auxiliary loads. A medium voltage switchgear bus will supply power to
medium voltage motors and to medium to low voltage transformers which feed low
voltage switchgear, motor control centers, and other loads.


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FINAL ISSUE - OCTOBER 30, 1998

<PAGE>

--------------------------------------------------------------------------------

This plant does not have black start capability. Start-up of the plant is via
electrical backfeed through the station auxiliary transformer off the 230 kV
utility grid system.

INSTRUMENTATION AND CONTROL

The system provides operation, control, monitoring, data trending and logging

The Distributed Control System (DCS) is the principal operation and control
system for the plant. It is an on-line real time system that provides automatic
operation, control, monitoring, and data trending and logging of the plant
processes from the central control room.

The DCS continuously monitors the parameters of the plant process systems. The
monitored data is used by the DCS to determine whether the various processes are
operating correctly, to identify any alarm conditions to the plant operator, and
to generate operating and management reports.

Smooth control over operating range

The DCS automatically controls the operation of all process component systems to
provide smooth control over operating ranges. It also provides interactive
control stations to the control room operator. The operator utilizes the control
stations for process system operations including start-ups and shutdowns and
modification of operating parameter set points.

DCS provides for such things as: control of the combustion turbine, steam
turbine, heat recovery steam generator, and other systems, including steam and
combustion turbine generator load selection, fuel controls, active and reactive
load and voltage control, automatic synchronizing, HRSG steam temperature and
pressure control and monitoring; main steam pressure control and biasing, etc.


--------------------------------------------------------------------------------
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FINAL ISSUE - OCTOBER 30, 1998

<PAGE>

--------------------------------------------------------------------------------

SITE LAYOUT AND ARRANGEMENT OF EQUIPMENT

The overall site and building arrangement will be developed to optimize space
requirements while maintaining ample access for operation and maintenance
activities.

The combustion turbine generators, steam turbine generator, condenser and
associated auxiliaries are located indoors. The HRSG, and associated auxiliary
equipment are located outdoors.

A permanently installed overhead crane for the Combustion Turbine hall is
included. The crane is a 1-100tn/20tn, span 80' with 45' lift height, designed
to CMMA Class D.

Office Space

Ample operations, administrative and support facilities are provided. A central
control room provides a controlled atmosphere from which to monitor and control
plant functions. Plant computers and a programming office are located in the
control room. An office for plant management and a plant electrics room are also
provided.

On site bulk storage

On site bulk storage of critical materials is provided to permit continued
operation during certain component or system maintenance operations or material
supply interruptions.

The base design assumes that raw water will be supplied from the adjacent quarry
pit and the local municipal water system as a source for service, boiler makeup,
and fire water.

The fuel oil system consists of one (1 - 4,500,000 gal.) fixed roof fuel oil
storage tank on a ring wall foundation. Accessories include flame arrestor with
conservation vent, fuel oil metering skid and containment. Each tank will have a
foam fire suppression protection system. Tank design is per API 650 9th edition.

A demineralized/condensate water storage tank is provided to allow for 12 hours
of base load operation.


--------------------------------------------------------------------------------
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FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

Waste Water Disposal

Sanitary waste water streams are discharged directly to the on-site septic
system.

A zero discharge system (ZDS) shall be utilized for process waste streams.


Site access roads / fencing / lighting

Site access roads of gravel construction are provided as required to permit
normal operations, maintenance (including major equipment overhauls) and
delivery of bulk materials. Appropriate site lighting is provided. A fence is
provided around the perimeter of the plant site with a motorized gate at the
main plant entrance.


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Proprietary Information              Page 7                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998


<PAGE>


                                                      Scope of Supply and
                                                      Division of Responsibility
                                                --------------------------------
                                                ================================
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
I.      501G COMBUSTION TURBINE &                                                      Dry Low NOx Combustors;
        AUXILIARIES                                                                    Dual Fuel, Steam Cooled
                                                                                       Transitions, Indoor Installation


  A.    COMBUSTION TURBINE PACKAGE                    2        W       W        W

        Engine Assembly
        Inlet Manifold
        Exhaust Manifold
        Insulation Blankets
        Exhaust Bearing Tunnel, Fire Protection                                        Dry chemical
          Thermal Detector
          Dry Chemical Storage                                                         Located outside of turbine enclosure
          Manual Pull Stations                                                         Located on exhaust end of CT enclosure
                                                                                       at exits
        Turbine-Generator Coupling Cover
        Combustor Bypass Valves

  B.    GENERATOR PACKAGE                             2        W       W        W      60 Hz, 16.0 kV, 0.9 pf lagging, 0.95 pf
                                                                                       leading at generator terminals

        Hydrogen Cooled Generator
        Hydrogen Coolers                                                               Water/Gas Heat Exchanger
        Collector with housing
        Neutral Tie Enclosure
          Current Transformers
        Neutral Grounding Cubicle
          Grounding Transformer
          Secondary Resistor
        Line Side Termination
          Current Transformers
          Voltage Transformers
          Surge Arresters
          Surge Capacitors
        Static Excitation System
          Power Excitation Transformer
          AC Disconnect
          Power Electrics
          Automatic Voltage Regulator
          DC Bus
</TABLE>


W = SIEMENS Westinghouse                                            Page 1 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
        Generator Seal Oil System                                                      Double flow seal oil system
          Seal Oil Reservoir
          Seal Oil Pumps
          Seal Oil Filters
          Seal Oil Coolers
          Drain Regulator
          Vapor Extractor /Oil Mist Eliminator
        Seal Oil Defoaming Tank
        Generator Auxiliary Control Enclosure
        Generator Gas Supply System
          Manifolds
          Interconnecting Piping
          CO2 Supply                                                                   Leased bottle service through PA
        Generator Gas Dryer
        Bulk Hydrogen Gas Supply                                                       Leased hydrogen trailers to service all
                                                                                       three generators (CT #1, CT #2, ST)
                                                                                       through PA

  C.    WALK-IN TURBINE ENCLOSURE                     2        W       W        W

        Enclosure Ventilation System
        Emergency Lighting                                                             Self-contained, 12 V DC
        Fire Protection System                                                         FM-200
          Thermal Detectors
          Manual Pull Stations                                                         One at each exit
          FM-200 Storage                                                               Bottles or Spheres
          Alarm Horn
        Combustible Gas Sensors

  D.    LUBE OIL SYSTEM                               2        W       W        W

        Main Lube Oil Pump (AC)
        Emergency Lube Oil Pump (DC) with Starter
        Auxiliary L.O. Pump (AC)
        Bearing Pressure Regulating Valve
        Lube Oil Temp Control Valve
        Vapor Extractor/Mist Eliminator
        Lube Oil Immersion Heater
        Lube Oil Filter                                                                Dual full capacity filters with transfer
                                                                                       valve
        Accumulators
        Lube Oil Reservoir                                                             Carbon steel with oil resistant aluminum
                                                                                       paint
</TABLE>


W = SIEMENS Westinghouse                                            Page 2 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  E.    ELECTRICAL/CONTROL PACKAGE                    2        W       W        W

        Bedplate
        Removable Floorplate Assembly
        Enclosure
        Motor Control Center, AC
        Motor Control Center, DC
        CT Gen. Protective Relay Panel
        DC Power System                                                                125 V DC
          Battery With Rack
          Battery Charger
          DC Panelboard
        Microprocessor Based Digital
        Control System:                                                                Includes Redundant DPU
          Control Function                                                             Automatic Generation Control (AGC)
          Sequence Function
          Alarm Function
          Temperature Monitoring Function
          Vibration Monitoring System                                                  Bently Nevada Series 3300
          Power Supplies
          Low NOx DPU                                                                  Redundant DPU
          Local Equipment Panel                                                        No local control
        Air Conditioner                                                                2 Per Electrical Package
        Emergency Lighting                                                             Self Contained, 12 V DC
        Fire Protection System                                                         FM-200 with Outdoor Alarm and Strobe
          Thermal Detectors
          Smoke Detectors
          Manual Pull Stations                                                         One at each exit
          Alarm Horn
          Control Panel                                                                Monitors detection systems, initiates
                                                                                       discharge of agent, and controls alarms

  F.    FUEL GAS SYSTEM                               2        W       W        W      Purchaser to supply fuel gas at 450 psig at
                                                                                       interface point.
        Gas Throttle Valves
        Overspeed Trip Valve
        Vent Valves
        Filter/Separators                                                              Final polishing type for main and pilot
                                                                                       streams
        Starting Pressure Regulating Valve
        Instrumentation Panel
        Main Pressure Control Valve
</TABLE>


W = SIEMENS Westinghouse                                            Page 3 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  G.    FUEL OIL AND WATER INJECTION                  2        W       W        W      Dilutant may be steam in lieu of water,
        SYSTEMS                                                                        pending field testing verification


        Fuel Oil Pump Skid
          Pump & Motor
          Suction Filter                                                               5 micron dual filter with transfer valve
          Valves
            Relief
            Bypass
            Overspeed Trip
        Water Injection Pump Skid
          Pump and Motor
          Suction Filter                                                               Simplex filter
          Valves
            Isolation
            Return
        Fuel Oil/Water Injection Skid
          Control Panel
          Flow Divider                                                                 with speed sensor for flow measurement
          Valves
            F.O. Starting Throttle
            F.O. Main Throttle
            F.O. Isolation Throttle
            F.O. Flow Divider Check
            W.I. Throttle
            W.I. Isolation

  H.    STARTING PACKAGE                              2        W       W        W

        Bedplate
        Starting Motor (AC Electric Motor)                                             6600 Volt motor
        Turning Gear & Clutch Assy.                                                    DC motor
        Starting Clutch
        Torque Converter
        Charging Pump (Shaft Driven)
        Magnetic Speed Pick-up
</TABLE>


W = SIEMENS Westinghouse                                            Page 4 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  I.    COMBUSTION TURBINE PRE                        2        W       W        W
        ENGINEERED PIPE RACK AND
        INTERCONNECTING PIPING

        Cooling Air Piping
        Lube Oil Supply and Drain Piping                                               Stainless steel supply piping downstream
                                                                                       of filters. (Balance of lube oil piping -
                                                                                       carbon steel)
        Compressor Water Wash Piping                                                   Between water wash pump skid and CT
        Fuel Gas Piping                                                                Within enclosure
        Liquid Fuel Piping                                                             Between F.O. pump skid and CT
        Water Injection Piping                                                         Between W.I. pump skid and CT
        Compressor Bleed Piping
        HP Compressor Bleed Valve
        LP Compressor Bleed Valve
        Generator Seal Oil Piping
        Control Oil Piping
        Fire Protection Piping
        Waste Drain Piping
        Instrument Tubing
        Pipe Insulation & Lagging

  J.    TURBINE & GENERATOR ACCESSORY                 2        W       W        W
        EQUIPMENT

        Turbine Lube Oil Cooler                                                        (Simplex, oil/water plate type)
        Turbine Rotor Air Cooler
        Turbine Stage 2 Air Cooler
        Turbine Exhaust Transition & Expansion
        Joint Assembly
        Turbine Inlet Filter                                                           2-Stage Pad Type
        Evaporative Cooler                                                             With sump and pump
        Inlet Duct and Silencer Assembly                                               For Indoor Installation
        Control Oil System
          Fuel Reservoir
          Redundant Motor Driven Pumps
          Redundant Filters
          Fluid Polishing Unit
          Cooler                                                                       Water cooled
        Compressor Water Wash System                                                   Skid mounted
          Water Wash Pump
          Detergent Tank
        Foundation Leveling Wedges
        Foundation Bolts
</TABLE>


W = SIEMENS Westinghouse                                            Page 5 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  K.    FUEL OIL FORWARDING SYSTEM                    1        W       W        W

        Fuel Forwarding Pump                                                           2 x 100% (100% = both CT's running)
        Interconnecting Piping and Wiring
        Strainer
        Fuel Oil Meters

  L.    ELECTRICAL INTERCONNECTING                    2        W       W        W
        MATERIAL

        Cable and Conduit within Westinghouse
          Supplied Packages/Skids
        Cable between Westinghouse Supplied
          Packages/Skids/Enclosures.
        Above Grade Conduit System Between
          Westinghouse Supplied Packages.
        Cable, Conduit, and Trays for Power
          Electrics
        Underground Conduit

  M.    TOOLS & MAINTENANCE EQUIPMENT

        Start-up Equipment Package:                   2        W       W        -
          Fuel & Lube Oil Filter Cartridges
          Spark Plugs (1) & Cable
          Cross Flame Tube (1)
          Scanner Flame Detector (1)
          Thermocouple Elements (15)
          Vibration Probe
          Misc. Nuts, Bolts, Fittings and
            Balancing Plug

        Maintenance Tools Package:                    1        W       W        -      One per site
          Exhaust End - Guide Spindle (1)
          Exhaust Bearing Removal Tool (1)
          Inlet Bearing Removal Tool (1)
          Blade Ring Removal Assy. (1)
          Combustion Transition Alignment Tool
          Guide Bolt (Compressor Cylinder) (4)
          Guide Stud - Turbine Cylinder
          Guide Stud - Blade Ring (2)
          Bolt Heaters
          Bolt Stretch Measuring Rods & Sleeves
          Pyle National Connector special Tools
</TABLE>


W = SIEMENS Westinghouse                                            Page 6 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
          Guide Stud - Exh. Cylinder
          Guide Stud - Torque Tube
          Sleeve - Balance Plug Guide (1)
          Balance Plug Tool (Combustor
            Spindle) (1)
          Balance Plug Tool (Inlet Assembly) (1)
          Pipe (Fab) (1)
          Spring Compressor - Variable Vane (1)
          Misc. Tools, Nuts & Bolts
          Lifting Beam Assembly
          Rotor Threading Equipment
          Fuel Nozzle Maintenance Kit
          Transition Alignment Tool

II.     HEAT RECOVERY STEAM                           2        W       W        W      Three (3) pressure level, Reheat,
        GENERATOR EQUIPMENT                                                            Natural Circulation

  A.    HEAT RECOVERY STEAM GENERATOR

          Expansion Joint
          Inlet Transition Ducting
          HP, IP, LP Superheaters
          Reheat Section
          HP, IP, LP Evaporators
          HP, IP, LP Economizers
          HP, IP, LP Evaporator Drums
          Internal Insulation and Liner
        Stack                                                                          175 ft common stack with two separate
                                                                                       flues (Owner request)
        Equipment Mounted Wiring & Conduit
        Ladders and Platforms
        Piping and Valves Integral to Equipment:
          Vent, Drains, & Blowdown
          Safety Valves
          Valves for Vents, Drains, Blowdown, etc.
        HRSG Equipment Mounted Instrumentation &
        Controls
        SCR                                                                            with aqueous Ammonia System
        Ammonia Storage (20% aqueous)                                                  2x 10,000 gallon tanks
        CO Spoolpiece                                                                  (no CO catalyst provided)
        CEM System:
          Oxygen Analyzer
          CO Analyzer
          NOx Analyzer
        Turbine Cooling Systems                                                        Rotor Air and Stage 2 Air Cooling
</TABLE>


W = SIEMENS Westinghouse                                            Page 7 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
III.    STEAM TURBINE & AUXILIARIES                                                    Two Case, Reheat
                                                                                       HP-IP/LP Double Flow (32.4"
                                                                                       Last Row Blades)

  A     STEAM TURBINE                                 1        W       W        W

        Control and Protective Valve System
          Main Steam Stop Valve
          Main Steam Control Valves
          Intercept Valve
          Reheat Steam Stop Valve
          Induction Stop Valve
          Induction Control Valve
          Valve Actuators and Servomotors
        Safety Interlock System
          Continuous Protection for following trips:
            Overspeed Trip
            Oil Pressure Trip
            Oil Level Trip
            Low Vacuum Trip
            Remote Trip
            Manual Trip
          Standby AC Oil Pump Auto Start
            Interlock System
          Standby AC EH Fluid Pump Auto Start
            Interlock System
          Emergency Lubrication Oil Pump Auto
            Start Interlock System
          Turning Gear Interlock                                                       With lube oil system
          Other Necessary Interlocking for
            Turbine Operation
        Turbine Drain System
          Drain Valves                                                                 Air operated
          Interconnecting Piping between Turbine                                       Carbon steel
            & Valves
        Exhaust Hood Spray System
          Nozzles, Piping, & Pressure Switch                                           Located on LP turbine casing
          Control Valve                                                                Pneumatic operated, includes manual
                                                                                       bypass valve and spray pressure controller
        Turning Gear
          Manual Engaging and Cranking                                                 Includes cranking device
          Zero-Speed Sensing Device
          Auto Engage/Dis-engage                                                       On turbine shutdown and start-up
</TABLE>


W = SIEMENS Westinghouse                                            Page 8 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
        Supervisory Monitor & Instruments
          Non-Contacting Probes w/ Terminal Boxes                                      Turbine mounted
          Probe Drivers and Calibrated Co-Axial
            Cables
          Vibration Monitor
        Vacuum Breaker Valve
        Other Turbine Instrumentation                                                  As required for operation and monitoring
                                                                                       the steam turbine
        Additional Protective Devices:
          Turbine Exhaust Casing Rupture
            Diaphragm
        Exhaust Casing Temperature Alarm
          Thermocouple
        Rotor Grounding Device
        Rigid Coupling                                                                 Between turbine and generator
        Basket Tip Pressure Taps                                                       On LP exhaust hood

  B.    STEAM TURBINE GENERATOR                       1        W       W        W      60 Hz, 16 kV, 0.9 pf lagging,
                                                                                       0.95 leading at the generator terminals
        Hydrogen Cooled Generator
        Hydrogen Coolers                                                               Water/Gas Heat Exchanger
        Collector With Housing
        Neutral Tie Enclosure
          Current Transformers
        Neutral Grounding Cubicle
          Grounding Transformer
          Secondary Resistor
        Line Side Termination
          Current Transformers
          Voltage Transformers
          Surge Arresters
          Surge Capacitors
        Static Excitation System
          Power Excitation Transformer
          AC Disconnect
          Power Electrics
          Automatic Voltage Regulator
          DC Bus
        Generator Seal Oil System                                                      Double flow seal oil system
          Seal Oil Reservoir
          Seal Oil Pumps
          Seal Oil Filters
          Seal Oil Coolers
          Drain Regulator
          Vapor Extractor /Oil Mist Eliminator
</TABLE>


W = SIEMENS Westinghouse                                            Page 9 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
        Seal Oil Defoaming Tank
        Generator Auxiliary Control Enclosure
        Generator Gas Supply System
          Manifolds
          Interconnecting Piping
          CO2 Supply                                                                   Leased bottle service through PA
        Generator Gas Dryer
        Bulk Hydrogen Gas Supply                                                       Leased hydrogen trailer to service all
                                                                                       three generators (CT #1, CT #2, ST)
                                                                                       through PA

  C.    STEAM TURBINE AUXILIARIES                     1        W       W        W

        Lube Oil Supply System
          Oil Reservoir
            Main Oil Pump & Motor                                                      AC motor driven
            Standby Oil Pump & Motor                                                   100%, AC motor driven
            Emergency Oil Pump                                                         DC motor driven
            High and Low Level Alarm/Trip Device
            Vapor Extractor                                                            Motor operated
            Oil Level Gauge
            Oil Return Connection
          Man-Hole & Cleanout Covers
          Oil Fill and Drain Connections
          Lube Oil Cooler                                                              Simplex plate type
          In-line Lube Oil Filters
          Oil Purifier                                                                 Vacuum dehydration type
          Oil Pressure Regulating Valve
          Lube Oil Piping
          Supply & Drain Lines
          DC Motor Starter                                                             For emergency oil pump
        High Pressure Hydraulic Fluid Supply
          System
          Fluid Reservoir
          Fluid Supply System
            Variable Displacement Pumps                                                Two (2), AC motor driven
            Suction Drainers and Pump Discharge
              Filters
            Relief Valves
            Check Valves
            Heat Exchangers                                                            Two (2), Full capacity
            Gauges, Pressure Switches, &
              Thermometers
            Fluid Conditioning Unit
          Hydraulic High & Low Pressure Accumulators
          Interlocks & Alarms
</TABLE>


W = SIEMENS Westinghouse                                           Page 10 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
          Interconnecting Piping & Stainless
            Steel Tubing & Manifolds
          Fluid Transfer Pump
        Gland Sealing System
          Steam Sealed Glands
          Gland Steam Supply & Spillover Control
            Valves                                                                     Skid mounted
          Seal Steam Line Safety Valve                                                 Skid mounted
          Rupture Disc                                                                 Skid mounted
          Shell & Tube Gland Steam Condenser                                           SS shell and tube
          Interconnecting Piping                                                       Carbon steel
          LP Gland Steam Desuperheater
        Startup Spares ST-G
        Special Tools
          Lifting Device and rotor lifting guide                                       For turbine casing and rotor
          Special Spanners and Wrenches
          Depth Micrometer                                                             With rod and sleeve for bolt tightening
          Bolt Heater                                                                  For casing bolts
        Miscellaneous Auxiliaries
          Shims, Leveling Wedges, Seating,
            & Soleplates                                                               To set and align unit
          Control Piping & Wiring
          Turbine Enclosure                                                            Indoor Design Non-Acoustic
          Heat Retention Insulation & Lagging

IV.     BALANCE OF PLANT SYSTEMS

  A.    STEAM SYSTEM                                  1        W       W        W

        HP Superheat Steam Piping and Valves
        IP Superheat Steam Piping and Valves
        LP Superheat Steam Piping and Valves
        Cold Reheat Steam Piping and Valves
        Hot Reheat Steam Piping and Valves
        Steam By-pass Piping & Valves
        Steam Atemperators
        LP Drum Pegging Steam
        Transition Steam Piping & Valves

B.      CONDENSATE SYSTEM                             1        W       W        W

        Water Cooled Condenser                                                         Side Exhaust, Titanium tubes
        - Condenser Assembly
        - Hotwell
        - Water Boxes
</TABLE>


W = SIEMENS Westinghouse                                           Page 11 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
        - Expansion Joint
        - Tubes & Tube Sheets and Tube Support
            Plates
        - Instruments
        Recirculation Control Valves
        Steam Jet Air Ejector & Silencer                                               2 x 100%, 2 stage air ejectors
        Holding Air Ejector Skid
        - Holding Air Ejectors
        - Inter/After Condenser                                                        Shell & tube
        Condensate Pumps                                                               3 x 50%, vertical can turbine type, AC motor
        Interconnecting Piping and Valves

  C.    FEEDWATER SYSTEM                              1        W       W        W

        Boiler Feed Pumps                                                              1 x 100% for each HRSG, multistage
                                                                                       centrifugal, AC motor driven
        Recirculation Control Valves
        Interconnecting Piping and Valves

  D.    COOLING WATER SYSTEM                          1        W       W        W

        Cooling Tower                                                                  Evaporative type
        Fill & Fill Support
        Motors/Piping
        Circulating Water Pumps                                                        2 x 50%
        Circulating Water Chemical Feed System        1        W       W        W      Part of zero liquid discharge system.

  E.    AUXILIARY COOLING SYSTEM                                                       Closed System

        Auxiliary Cooling Pumps                                                        2 x 100%
        Heat Exchangers                                                                2 x 100% with stainless plates
        Pressure Regulator Valve
        Piping

  F.    FUEL GAS SUPPLY SYSTEM                        1        W       W        W      Purchaser to supply fuel gas at a minimum of
                                                                                       450 psig at plant boundary

        Isolation and Bypass Valves
        Plant Knockout Drum
        Plant Filter Separator
        Fuel Gas Metering Runs                                                         One per combustion turbine for flow
                                                                                       measurement. Totalizing to be done by others.
        Fuel Gas Compressors                                                           3 x 50% compressors
        Fuel Gas Heater

</TABLE>


W = SIEMENS Westinghouse                                           Page 12 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  G.    FUEL OIL SYSTEM                               1        W       W        W

        Fuel Oil Unloading Station                                                     2x duplex stations
        Fuel Oil Unloading Pumps                                                       3 x 500 gpm
        Unloading Totalizing Meter
        Fuel Oil Storage                                                               4,500,000 gallons tank with connections for
                                                                                       Buyer's sidestream oil purifier (for future)

  H.    PLANT COMPRESSED AIR SYSTEM                   1        W       W        W

        Air Compressor                                                                 2 x 100%
        Air Silencer
        Air Receivers
        Instrument air dryer
        - Prefilter and After Filter
        - Coalescing Filter
        Piping and Valves

  I.    WATER TREATMENT SYSTEM                        1        W       W        W      Raw water from quarry and Publicly Owned
                                                                                       Treatment Works (POTW).

        Water Injection forwarding pumps                                               2 x 100%
        Raw water forwarding pumps                                                     2 x 100% (1,500 gpm each) floating type for
                                                                                       quarry water
        Raw / Fire Water Storage                                                       Storage tank 625,000 gallons
        Demin System                                                                   Water treatment for operation on oil fuel may
                                                                                       come from demineralizer trailers provided by
                                                                                       Owner, subject to finalization of zero
                                                                                       Discharge System selected by Owner
        Condensate/Demin Storage Tank                                                  237,000 gallons
        Zero Liquid Discharge System                                                   Scope and redundancy similar to the RCC
                                                                                       proposal dated August 7, 1998 50 gpm of
                                                                                       deionized water. (Vendor to be selected by
                                                                                       Contractor)
          sidestream softener and filters
          reverse osmosis unit
          brine concentrator/ crystallizer
          sludge dewatering
          treatment chemicals for all systems         1        P       P        P      Option for Siemens Westinghouse to provide
                                                                                       through PA
</TABLE>


W = SIEMENS Westinghouse                                           Page 13 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  J.    FIRE PROTECTION SYSTEM                        1        W       W        W

        Alarms
        Sprinkler Systems                                                              Nominated buildings & cooling tower
        FM200                                                                          For control room
        Extinguishers                                                                  Portable
        Fire Loop
        Fire Pump & Jockey Pump                                                        Motor driven
        Fire Diesel Pump
        Fuel Oil Storage Tank                                                          Foam System
          Pumping Unloading System                                                     Deluge Type System
        Generator Stepup Transformers                                                  Spatial separation is adequate so that fire
                                                                                       walls are not required. Fire wall option is
                                                                                       provided in Appendix O.

  K.    CHEMICAL FEED SYSTEM                          1        W       W        W      Tote Bin System

  L.    SAMPLING SYSTEM                               1        W       W        W

        Water Sampling System
          Sample racks
          Sample coolers
          Sample analyzers                                                             pH, conductivity, sodium and dissolved O(2)
          Sample sink
          Sample piping

  M.    BLOWDOWN SYSTEM                               1        W       W        W

        Blowdown tank for HRSG
        HRSG Drain Sump                                                                (1) per HRSG
        HRSG Drain Sump Pumps                                                          As required
        Interconnecting piping between HRSG and
          blowdown tank
        Piping from blowdown tank to circulating
          water system

  N.    WASTE WATER SYSTEM                            1        W       W        W

        Oil/Water Separator
        Piping and Valves
        Chemical Waste Collection/Neutralization
          System                                                                       May be part of zero liquid discharge system.
        False Start Oil Drain Tanks                   2                                1500 gallon under ground tanks, one per CT
</TABLE>


W = SIEMENS Westinghouse                                           Page 14 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  O.    RETENTION POND                                1        W       W        W      For stormwater collection

        Retention Pond with 2x200 GPM                                                  Water is pumped to the cooling tower
        Recirculation Pumps

V.      230 kV SWITCHYARD                             1        W       W        W

        Steel Structures
          GSU Transformer Bus                         3
          SAT Transformer Bus                         2
          Transmission Line Interface                 2
          Equipment Support Stands                    1                                (1) Lot
          Aluminum Bus w/Insulators and Support       1                                (1) Lot
          Stands
        Surge Arresters                               6
        Disconnect Switch                             9
        Capacitive VT                                 12
        Power Circuit Breaker                         7                                242 kV, SF-6 dead tank breakers, 5 @ 1200A,
                                                                                       2 @ 2000A, 40 kA
        Switchyard Protective Relays                  1                                (1) Lot
        Switchyard AC and DC Distribution
        Transmission Line Protection/Metering
          Primary Protection Scheme                   2        P       P        P      Housed in switchyard control building
          Backup Protection Scheme                    2        P       P        P      Provided by Utility. Housed in switchyard
                                                                                       control building
          Revenue Metering Units (VTs & CTs)          6        W       W        W
          Revenue Metering                            1        W       W        W
          Switchyard Metering                         1        W       W        W
          Remote Terminal Units (RTU's)               2        P       P        P      Provide for T/D and Energy Centers
                                                                                       Housed in switchyard control building

VI.     PLANT ELECTRICS                                        W       W        W

        CTG Isolated Phase Bus                        2
        STG Isolated Phase Bus                        1
        Generator Step-Up Transformer                 3                                16 - 230 kV (2 winding);
        Station Auxiliary Transformers                2                                230 - 6.9 kV, 15/20 MVA
        6900 V Bus or Cable                           2                                Between SAT and MV switchgear
        6900 Volt AC Switchgear & Motor Controller    lot

</TABLE>


W = SIEMENS Westinghouse                                           Page 15 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
        Plant Auxiliary Transformers                  lot                              6900 - 480 V

        Plant Secondary Unit Substation               1                                6900 - 480 V, Double Ended
        480 Volt AC MCC's for BOP                                                      For other than combustion turbine loads
        Protective Relay Panels
          Steam Turbine Generator
          Plant Transformer Protection
        Uninterruptible Power Supply                                                   120 VAC output
        Plant Station Battery                                                          125 VDC
        Battery Charger                                                                Redundant chargers
        Interconnecting Cabling, Power and Control
        Electrical Interconnections

VII.    PLANT CONTROLS                                1        W       W        W      Siemens Westinghouse reserves the right to
                                                                                       supply controls manufactured by Emerson
                                                                                       (formerly Westinghouse PCD) or by Siemens.

        Plant Control System                                                           Located in the central control room
          Operator's Consoles with Dual CRTs,                                          Two (2)
            Keyboard, & Printer
          Engineer's Console with Dual CRTs,                                           One (1)
            Keyboard, & Printer
          Historical Storage & Retrieval/Logger                                        One (1)
            with CRT & Printer
        Steam Turbine Level 1+ DEH
          Steam Turbine DPU                                                            (1), Redundant
          Steam Turbine Auxiliaries DPU & I/O
            Cabinet                                                                    (1), Redundant
          Steam Turbine Supervisory & Emergency
            Trip System Cabinet
        BOP DPUs                                                                       Two (2), Redundant
        HRSG DPUs                                                                      Four (4), Redundant
        Switchyard DPU (No local control)                                              One (1), Redundant
        Automatic Generation Control (AGC)

VIII.   CIVIL WORK

        Site Survey                                            P       P        P      Already completed
        Sub-Soil Investigation                                 W       W        W      Already completed
        Site Leveling                                          W       W        W
        Excavation for Foundations, Pipes, Roads,              W       W        W
          Cabling & Grounding Grid
        Backfill
        Finish Grading
        Foundations for all Equipment
</TABLE>


W = SIEMENS Westinghouse                                           Page 16 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
IX.     STRUCTURES                                             W       W        W

        Surface Drainage                                                               Drainage ditches and SWALES
        Sanitary Waste Disposal                                                        Septic tank
        Cathodic Protection                                                            If required
        Below Grade Electrical Raceway                                                 Includes Conduit, Duct Bank, Trenches, etc.
        Generation Building                                                            80' x 363' x 70' High Bay, 71' x 363' x 45'
                                                                                       Low Bay
        Switchyard Control Building
        Administration Building
        Computer &Control Room, Building
        Combined Maintenance & Warehouse Building                                      Attached to generation building
        Water Treatment Building

        Cooling Tower Chemical Feed                                                    Single story
        Fire Pump Enclosure
        Electrical Building                                                            If required
        Overhead service crane                                                         1-100tn/20tn, 80' span, 45' lift, CMMA
                                                                                       Class D design

X.      ADDITIONAL PLANT ITEMS

        Service Piping Systems:                                W       W        W
          Fuel Gas                                                                     To fuel gas piping assembly at turbine
                                                                                       enclosure
          Fuel Oil
          Instrument Air
          Raw Water                                                                    Purchaser to pipe water from the POTW
                                                                                       system and potable water to the plant
                                                                                       boundary. Westinghouse to pipe the quarry
                                                                                       water to the plant site.
          Demineralized Water
          Vents
          Drains
          Potable Water
        Fencing & Gate                                                                 8' Chainlink with one motorized gate
        Plant Lighting
        Communication System                                                           Paging system within plant
        Cable, Conduit and Tray Systems
        Electrical Consumables                                                         Tie-wraps, tape, misc. bolts, nuts, washers.
</TABLE>


W = SIEMENS Westinghouse                                           Page 17 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
XI.     OTHER SERVICES

  A.    Plant Engineering                                              W

  B     Transportation                                                 W               Equipment delivered to site

  C     Complete off loading, storage, erection                        W
        and installation of all Westinghouse
        supplied equipment and material

  D.    Furnished Office Space                                         W               For up to 10 Owner's people in the field and
        (with temporary utilities)                                                     up to 5 Owner's people in home office.

  E.    Provision of First Aid & Medical                               W               First Aid will be administered by a trained
        Services -                                                                     employee of the Contractor, in conjunction
                                                                                       with local ambulance, paramedic and
                                                                                       hospital employees.

  F.    Provision and Distribution of Electric                         W               For construction purposes only.
        Power for Lighting, Heating and others
        required

  G.    Water Facility for Drinking, Sanitary &                        W
        other required

  H.    Maintaining & Guarding all Facilities                          W               During Westinghouse construction period only
        Equipment & Materials

  I.    Mobile Crane(s)                                                W               During construction only

  J.    Technical Field Assistance for                                 W
        Installation, Start-up and Check-up

  K.    Site Organization
          Resident Field Construction Manager                          W
          Supervision & Manpower for Erection                          W
            Works & Commissioning                                      W
          Test Operation & Trial Operation                             W
          Plant Start-up Engineering                                   W
          Plant Operators                                              P

  L.    Overall Progress & Construction Schedule;                      W
        overall Planning, Coordination & Schedule
        Control
</TABLE>


W = SIEMENS Westinghouse                                           Page 18 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  M.    Worker's Compensation and Employer's
        Liability                                                      W

  N.    Permanent Facility Permits and Licensing                       P               Licensing support available from
                                                                                       Westinghouse on a per diem basis

  O.    Consumable Material for Erection Works:                        W
        Flushing Oil, Oxygen, Acetylene, Propane,
        & Argon Gas with Cylinder for Welding &
        Annealing, as required

  P.    Not used

  Q.    Finish & Touch up Paint & Painting for all                     W
        Equipment

  R.    Instruction Manuals and Plant                                  W               10 Copies plus one electronic copy of the
        Documentation                                                                  Westinghouse content

  S.    Operation & Maintenance                                        P               Available as an option

  T.    Classroom Training                                             P               Available as an option (see Appendix O)
          CT, ST, & BOP Familiarization                                                On-site for 15 students
          CT, ST, & BOP Maintenance                                                    On-site for 15 students
          CT, ST, & BOP Operations                                                     On-site for 15 students
          Control System                                                               Off-site for 8 students

  U.    Construction Equipment, Tools & Aids                           W
        including the following:
          Cement Mixers, Loaders, Trucks, Cranes
          of varying capacities, Trenchers, Pipe
          Wrapping & Laying Equipment, Power
          Generators, Air Compressors, Welders,
          Drilling Equipment, Pipe Working
          Facilities & all Hand Tools required for
          completing all phases of the work under
          the Contract

  V.    Performance Testing                                            W

  W.    Emission and Acoustical Testing                                W

  X.    Recommended Spare Parts                                        P               Available as an option

  Y.    All Risk Builder's Risk Insurance                              W
</TABLE>


W = SIEMENS Westinghouse                                           Page 19 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------
Scope of Supply and Division of Responsibility
AES Ironwood - 2x1 501G Combined Cycle, Turnkey

<TABLE>
<CAPTION>
ITEM    DESCRIPTION                                Quantity  Design  Supply  Erection                      REMARKS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                           <C>      <C>     <C>      <C>    <C>
  Z.    Construction Permits                                           W

 AA.    Temporary Construction Power                                   W

 BB.    Construction Water                                             P               Westinghouse to provide quarry water
                                                                                       pumps and piping early in the construction
                                                                                       time period. Buyer to arrange for
                                                                                       construction water to be provided at no cost
                                                                                       to Westinghouse.

 CC.    Fire Water                                                     P               Same remark as for section BB. above

 DD.    Gravel Road(s)                                                 W               Within Plant Boundary (See Appendix O for
                                                                                       asphalt option)

 EE.    Temporary Construction Staging Area                            W               Within Plant Boundary

 FF.    Commissioning & Startup Energy and Power                       P               Up to 12 million KWH
        Cost
</TABLE>


W = SIEMENS Westinghouse                                           Page 20 of 20
P = Purchaser
--------------------------------------------------------------------------------
Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998


<PAGE>



                                                  Plant Design Basis/Assumptions
                                                  ------------------------------
                                                  ==============================
<PAGE>

--------------------------------------------------------------------------------

                         Plant Design Basis/Assumptions

--------------------------------------------------------------------------------

The plant is designed for base load and/or cyclic operation, i.e. the plant is
capable of startup and shutdown on a dispatchable basis. The plant is configured
as a 2 x 1 combined cycle facility (two (2) combustion turbines and one (1)
steam turbine). The plant can be operated at various part load conditions and
can function with one combustion turbine out of service. The design and supply
of the systems and equipment described in this agreement are based on the
following:

SITE CONDITIONS

Elevation of plant site - The base design assumes an elevation of approximately
500 feet.

Climate - The ambient dry bulb temperature range is -20 degrees F to 105 degrees
F with a relative humidity range of 5% to 100%.

Wind Loading - The design basis wind speed will be 90 miles per hour based on
ASCE 7-95, Exposure C, with an importance factor of 1.15 and Kzt=1.00. This
design wind speed will be used to determine wind loads for all structures.

Seismology - The plant site will be designed to resist earthquake forces in
accordance with ASCE 7-95 requirements assuming:

Effective Peak Velocity-Related Acceleration, Av = 0.11, Aa = 0.11

Category III (Non-essential)

Seismic Performance Category: C

Soil Profile Type "D"

Snow Loading - Ground snow loading is based upon 30 psf maximum (Ce=1.0).

Rainfall - Design basis is for 5 inches per hour per 25 year, 24 hour event.

Frostline - Assumed to be at 30 inches.


--------------------------------------------------------------------------------
Proprietary Information              Page 1                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

PLANT LAYOUT

Plant Layout - The layout has been designed for a 2 x 1 combined cycle plant
layout around the Westinghouse 501G combustion turbine frame.

Buildings - An administration building, generation building, and water treatment
building are provided. Other buildings/structures are specified per the Scope Of
Supply section.

Enclosures - Combustion turbine and steam turbine equipment is located indoors
and as such will not require weatherproof enclosures.

MECHANICAL

Fuel - The Owner will provide all fuels (natural gas and distillate oil)
required for start-up, performance testing and plant operation. Fuels should be
in accordance with the standard Westinghouse fuel specifications as specified
within this Contract. Westinghouse will distribute fuel (within plant boundary)
from a single Owner connection point at the plant boundary. The natural gas line
is assumed to be able to supply a minimum of 450 psig at the plant boundary.
Westinghouse will provide gas compression to raise the natural gas pressure to
the required levels for the 501G dry low NOx combustion system. All fuel
metering from the gas supplier is assumed to be included in the Owner's scope of
work. Fuel oil unloading, storage and distribution is included in the base plant
design. First fills of the liquid fuel tank(s) are provided by the Owner.

Raw Water Analysis - Raw Water Analysis is assumed to meet the requirements in
Section V, tab c.

It is assumed that no settling pond is required.

Combustion Turbine Water Injection Quality Requirements - The combined total
quantity of elements in fuel, water and air must not exceed the levels in the
latest Siemens Westinghouse Fuel Specification in this Appendix A.

         Oxygen (as O(2) saturated water)                   2-9*
         pH                                              7.5-8.0
         Approximate Total Dissolved Solids                   90


--------------------------------------------------------------------------------
Proprietary Information              Page 2                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

WASTEWATER DISCHARGE

A zero liquid discharge system will be provided to remove the subsequent
wastewater discharge from the site.

ELECTRICAL

Interconnect Voltage - The base design interconnection voltage is 230 kV. The
scope of supply ends at the takeoff tower ("Interconnection Point").

Power Factor Rating - The basis for the design of the generator, transformers,
ISO-phase bus duct, and associated power electrics is based upon a leading power
factor of 0.95 and a lagging power factor of 0.90 at the generator terminals.

ENVIRONMENTAL

Sound Level - The expected sound levels are located in Section IV, tab g.

WORK NOT INCLUDED IN, CONTRACTORS SCOPE

CO Catalyst - A CO spool section will be included in the HRSG's but no catalyst
is provided.

Operational Spare Parts

Extraordinary Transportation Considerations - Bridge strengthening, highway road
surface work, movement of structures, special fees, etc.


--------------------------------------------------------------------------------
Proprietary Information              Page 3                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998


<PAGE>


                                                    Clarifications & Assumptions
                                                    ----------------------------
                                                    ============================
<PAGE>

                                    Ironwood
                        2X1 501G Combined Cycle Project
                    Clarifications, Exceptions & Assumptions
                               10/30/98 Revision
--------------------------------------------------------------------------------

I. RAW WATER SUPPLY

      1.    Raw water supply from the Pennsy Quarry will be supplied from 2
            floating pumps located in the Pennsy East-Northeast pond. Total
            rise/fall of water based on 30 feet.

      2.    Raw water piping (PVC, PE or similar product) will be routed on the
            Prescott property along Prescott Road to the plant entrance drive
            where it will follow the plant road as shown on the Owner's drawing
            Project -1-1718.01, Sheet 1,2,3,4 of 11. R-O-W and permit will be
            provided by Owner. Water and electrical supply crossing Prescott
            Road will be jack/bored (assume no rock).

      3.    No prefiltering or pretreatment of the water supply to the plant is
            included.

      4.    Installation of electrical duct bank and pipeline work for the
            Pennsy Quarry raw water supply line is based on the coordination of
            work simultaneously with the Prescott Utility road work upgrade
            which will be done by others.

      5.    POTW utility raw water line tie in will be at the site boundary.

      6.    The contractor's schedule is based on installation of the Pennsy
            Quarry pond pumps at a time to utilize the pumps for supplying
            construction water. Construction water is provided at no cost to the
            Contractor.

II. BUILDINGS (Note: The buildings have been amply sized to shelter Contractor
supplied equipment. Any enlargements requested by Owner shall be to Owner's
account.)

      1.    The water treatment building will be a pre-engineered structure.


Page 1 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Ironwood - 2x1 501G CC
Clarifications, Exceptions & Assumptions

      2.    The Control Room will be approximately 1110 SF, pre-engineered
            structure attached to the Generation building.

      3.    The Generation building is based on a high bay of 80' x 353' x 70'H
            (peak). Low bay will be 71' x 353' x 45'H (eave).

      4.    The Administration building will be a 2400 SF prefabricated
            structure. Contractor proposes use of this building for storage
            and/or offices during construction. Contractor will provide
            beneficial occupancy of the office space to Owner, 12 months prior
            to the scheduled Commercial Operation date.

      5.    A combination shop/warehouse 50' x 90' will be an attached
            pre-engineered structure to the Generation building. Contractor to
            give Owner the building eight (8) months prior to scheduled
            Commercial Operation.

      6.    The cooling tower chemical and electrical building will be a single
            story pre-engineered structure.

      7.    Electrical Motor Control Center servicing the Generation Building
            and the Water Treatment building will be an attached structure.

      8.    One single story fuel oil unloading and forwarding pumphouse is
            included.

      9.    A concrete block gas compressor building is included.

III. EQUIPMENT AND FUEL UNLOADING

      1.    Costs for off loading equipment at the site rail spur and
            transporting at the site has been included. All major components
            will be delivered via the new rail siding, provided by Owner, as
            required to meet the construction schedule, but not earlier than 34
            weeks following the full Notice to Proceed.

      2.    Fuel unloading is based on truck delivery only


Page 2 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Ironwood - 2x1 501G CC
Clarifications, Exceptions & Assumptions

IV. PLANT EFFLUENTS

      1.    Separate potable water supply and sanitary septic tank drain field
            systems are included for the control room/shop and for the
            administration building. Septic system must be installed on soil
            that is undisturbed.

      2.    Retention pond emergency overflow drain line will be directed to the
            Pennsy pond. We have not included permitting or ROW for this line.
            The recirculating pumps (2x200 GPM vertical pump) will forward the
            retention pond water to cooling tower.

      3.    No monitoring of retention pond effluent is included.

      4.    Effluent water collected in the retention pond will be returned to
            the cooling tower basin. No treatment or filtration is included. If
            water quality of the effluent stream is deemed unsuitable for
            cooling tower use, the effluent will be re-directed to the outflow
            to the Pennsy Quarry with no further treatment.

      5.    Wetland and environmental impact fees and related costs shall be
            borne by the Owner.

      6.    The Plant area storm water drainage via swale and site grading is
            directed to a retention pond on site. Storm runoff from the entrance
            road will be directed to the Prescott Road swales via swale and
            grading only.

V. FUEL; STORAGE, UNLOADING AND DELIVERY

      1.    The fuel oil system storage tank will be double wall, 4,500,000
            gallon storage tank. Tank is based on API 650 9th edition double
            wall with leak detection. The truck unloading facility is based on
            unloading 4 tanker trucks simultaneously. The fuel oil tank and the
            fuel oil forwarding system shall be unheated. The fuel oil piping on
            the Econopacs shall be electrically heat traced

      2.    The natural gas line tie-in will be made within 10 lf of new gas
            compressor building. Line from gas source to tie-in point will be by
            Owner.


Page 3 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Ironwood - 2x1 501G CC
Clarifications, Exceptions & Assumptions

VI. PLANT ENTRANCE ROADS

      1.    Entrance roadway clearing and leveling is included as shown on the
            following drawings. No demolition of the existing warehouse is
            included.

            o     Project-1-1718.001, DWG 1, 2, 3, 4 of 4 dated 12/31/97
                  (Prescott Road)

            o     Project-1-17118.001, DWG 1, 2, of 2 dated 12/31/97(Access
                  Road)

      2.    Initial placing and testing of roads will be based on H20 loading.
            Surface will be gravel for internal plant roads and asphalt for the
            entrance road.

      3.    Area adjacent to site (approximately 7 acres), on Pennsey property,
            towards Prescott Road, may be available and utilized for
            construction laydown and craft/supervision parking at no cost to the
            Contractor.

VII. ELECTRICAL/INSTRUMENTATION

      1.    Nominal voltage levels are as follows:

            o Switchyard voltage:             230 kV

            o Generator voltage:              16 kV

            o Auxiliary medium voltage:       6900 V

            o Auxiliary low voltage:          480 V

            o Lighting/utilization voltage:   240 Vac, 208 Vac, 120 Vac

            o Control voltage:                120 Vac, 125 Vdc

      2.    Motors equal to or larger than 250 hp will be rated 6600 V (except
            for the 250 HP water injection pump motors, which shall be 460 V)
            and will be served from the 6900 V bus. 6600 V motors smaller than
            8000 hp will be served from fused contactors designed specifically
            for motor control and protection. Motors 8000 hp and larger will be
            served from vacuum switchgear circuit breakers.


Page 4 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Ironwood - 2x1 501G CC
Clarifications, Exceptions & Assumptions

      3.    Three-phase motors smaller than 250 hp will be rated 460 V and will
            be served from 480 V motor control centers.

      4.    A redundant distributed processor type control system has been
            provided. All automatic control will be via man-machine interface in
            the central control room. Local operator control consoles are not
            provided at either Econopac, or at the steam turbine, or in the
            switchyard. Vendor supplied PLC's for the vendor equipment will be
            utilized.

      5.    No special provisions have been included for abnormal electric
            utility operating conditions (e.g.: no power system stabilizers, or
            high ceiling voltages have been included in the generator voltage
            regulator designs). Special switchyard underfrequency relay (device
            81U) settings will be provided to accommodate PPA requirements
            (Appendix 3, page IV.2 . paragraph B.3.).

      6.    Electrical cost includes the supply and installation of a 5 kV
            transformer and 5 kV starter for 2 - 450 hp raw water pumps located
            approximately 4000 ft away from the main plant. Direct power feed is
            to be derived from the plant's 5 kV distribution line which will run
            underground from the plant to the pump local starting equipment.

      7.    A 230 kV, conventional, open-air, radial switchyard design with two
            outgoing transmission circuits is proposed. Dead tank, SF-6 power
            circuit breakers are provided. The available symmetrical fault duty
            on the 230 kV bus is assumed to be less than 40 kA.

      8.    The 230 kV switchyard includes all civil works such as fencing,
            switchyard gravel, trenching, duct banks, manholes, steel
            structures, and foundation. Electrical scope includes the supply and
            installation of grounding systems, buswork and fittings, wire and
            cable, conduit system, static pole and shield wire and lighting
            fixtures. Switchyard testing includes functional tests and
            calibration of contractor supplied switchyard protective relays.
            Installation of the following items have also been included: 230 kV
            circuit breakers, 230 kV disconnect switches, CVT, and lightning
            arresters.

      9.    Options for switchyard underfrequency (device 81U) and
            under/overvoltage (device 27/59) relays have been provided to
            accommodate PPA requirements. An option for utility revenue meters
            has been provided based on the use of microprocessor based
            multi-function metering devices. Both options are included in
            Section A, Base Bid Scope Changes, of Appendix O.


Page 5 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Ironwood - 2x1 501G CC
Clarifications, Exceptions & Assumptions

      10.   Contractor's electrical scope of supply terminates at the takeoff
            tower located on GPU's side of the 230 kV switchyard. The two 230 kV
            transmission circuits will be terminated at the takeoff tower by the
            utility. The design and construction of the 230 kV transmission
            lines are the responsibility of the utility and are not included in
            Westinghouse's offer.

      11.   Grounding grid within the plant boundary is based on a maximum
            resistivity of 5000 ohm-centimeters. The geotechnical investigation
            results reveal that the soil resistivity is 21,000 ohm-centimeters.
            The cost impact, if any, will be known following the final design.

      12.   Cathodic protection, by means of sacrificial anodes, for specific
            equipment, underground gas, and fuel oil lines within the plant
            boundary have been included.

      13.   Contractor has provided an option for supplying and installing two
            sets of metering units (combination voltage transformer and current
            transformer) for the utility's use. One set will be provided on each
            of the plant's outgoing 230 kV transmission circuits. Westinghouse
            has provided an option for primary utility revenue meters on each of
            the two outgoing transmission circuits and back-up revenue meters on
            each of the 230 kV circuits into the plant facility. Both options
            are included in Section A, Base Bid Scope Changes, of Appendix O.

      14.   Empty conduits (within pull strings) will be provided for the
            administration building. Eighteen (18) telephone 2" x4" junction
            boxes will be provided. The Owner will provide a PABX, telephones,
            telephone jacks and wiring based on his telephone requirements.

      15.   Contractor will provide a GAI-TRONICS type or equal paging system
            consisting of 14 handsets and 3 desksets including raceways and
            wiring.

      16.   A plant entrance camera is included. Cameras will have tilt, pan,
            and zoom, and will be mounted to the entrance guard house. The
            monitoring station will be located in the control room.

      17.   Remote terminal units (RTUs) for interfacing with the
            Transmission/Distribution Center and the Energy Center will be
            designed, supplied and installed by others.

      18.   GPU will design, supply, and install the protective relay
            panelboards for the two outgoing 230 kV transmission lines.


Page 6 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Ironwood - 2x1 501G CC
Clarifications, Exceptions & Assumptions

VIII. OWNER SUPPLY

      1.    The Owner will provide a PABX, telephones, telephone jacks and
            wiring based on his telephone requirements.

            The Owner will be responsible for obtaining all telephone
            communication lines external to the facility. These lines include
            data and voice channels to GPU's Transmission/Distribution Center
            and to GPU's Energy Center.

IX. SITE CONDITIONS

      1.    Stacks are based on 175' height double flue as requested by Owner.
            No bypass stack is included. Building height is 70'. Owner to
            determine if this meets environmental criteria.

      2.    Existing monitoring tower, its foundations, as well as other
            installed underground items will be removed by the Owner prior to
            commencing construction.

      3.    Due to the location of the plant, the existing double circuit
            transmission line running parallel with the existing railroad tracks
            and plant property may need to be relocated. Such costs are not
            included and are assumed to be by Owner. Owner will assume
            right-of-way and/or easement costs for the new location of
            transmission line, if required.

      4.    Spoil from rock excavation will be hauled to a mutually agreed
            location on the Pennsy area property. Tipping or dump fees will be
            to Owner's account.

      5.    Visual barriers for the plant have not been included.

      6.    No landscaping other than hydroseeding areas affected by
            construction is included.

      7.    Soil percolation is assumed for disposal of sanitary waste by septic
            tank and drain field. Location of drain fields and rates are based
            on Owner's report as shown on the revised plot plant.


Page 7 of 7                                                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

                                                                     Not Used
                                                                  --------------
                                                                  ==============


<PAGE>



                                                       Codes and Standards
                                                       -------------------------
                                                       =========================
<PAGE>

--------------------------------------------------------------------------------

                              Codes and Standards

--------------------------------------------------------------------------------

STANDARDS, CODES, AND OTHER DOCUMENTS
APPLICABLE TO THE POWER PLANT

A.    American Society of Mechanical Engineers (ASME)

-     American Society of Mechanical Engineers (ASME Boiler and Pressure Vessel
      Code).

-     ANSI/ASME TDP-1 Recommended Practices for the Prevention of Water Damage
      to Steam Turbines Used for Electrical Power Generation, Part 1-Fossil
      Fueled Plants.

-     ASME Performance Test Codes: PTC

-     ASME 19.5 Interim Supplement on Instruments and Apparatus

-     ASME B3 1.1 Power Piping

B.    American National Standards Institute (ANSI)

-     American National Standards for Piping, Pipe Flanges, Fittings and Valves.

-     ANSI C2 Series C37: National Electrical Safety Code, Circuit Breakers,
      Protection and Protective Relays.

-     ANSI Series C50: Synchronous Generators

-     ANSI Series C57: Transformers, Distribution, Power and Instrument.

-     ANSI Series C62: Surge Arresters.

-     ANSI C84.1: Electric Power Systems and Equipment Voltage Ratings 60 Hz.

-     ANSI Series C39.2: Direct Acting Electrical Recording Instrument
      Transformers.


--------------------------------------------------------------------------------
Proprietary Information              Page 1                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

-     ANSI/NEMA MG-1: Motors and Generators.

-     ANSI/IEEE-Series 421.1: Definitions and test for Excitation Systems for
      Synchronous Machines.

-     ANSI/IEEE-Series 421.2: Identification, testing and evaluation of the
      dynamic performance of excitation control systems.

C.    Other American Codes

-     American Association of State Highway and Transportation Officials
      (AASHTO)

-     American Concrete Institute (ACI)

-     American Gear Manufacturers Association (AGMA)

-     American Institute of Steel Construction (AISC)

-     American Iron and Steel Institute (AISI)

-     Air Moving and Conditioning Association (AMCA)

-     American Society for Testing and Materials (ASTM)

-     American Society of Heating, Refrigerating, and Air-Conditioning Engineers
      (ASHRAE)

-     American Water Works Association (AWWA)

-     American Welding Society (AWS) Structural Welding Code (AWS D1.1)

-     Antifriction Bearing Manufacturers Association (AFBMA)

-     Cooling Tower Institute (CTI)

-     Expansion Joint Manufacturers Association (EJMA)

-     Heat Exchange Institute (HEI)


--------------------------------------------------------------------------------
Proprietary Information              Page 2                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

-     Hydraulic Institute Standards (HIS)

-     Illuminating Engineering Society (IES)

-     Institute of Electrical and Electronics Engineers (IEEE)

-     Insulated Cable Engineers Association (ICEA) - if not covered by the
      National Electrical Code (NEC)

-     Instrument Society of America (ISA)

-     Occupational Safety and Health Administration (OSHA)

-     Manufacturers Standardization Society (MSS)

-     National Electrical Manufacturers Association (NEMA)

-     National Fire Protection Association (NFPA) - National Fire Codes

-     Pipe Fabrication Institute (PFI) Standards

-     ANSI 16.21 Rubber Gaskets

-     ASTM C533, C512 and C195 Thermal Insulation

-     Underwriters Laboratories, Inc. (UL) for Equipment and Hardware only
      (where available)


--------------------------------------------------------------------------------
Proprietary Information              Page 3                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

The Balance of Plant Design and Installation between Manufactured Equipment and
Systems will meet the Reference Project Design Criteria contained in this
Section.


Proprietary Information                                    AES IRONWOOD CONTRACT
FINAL ISSUE - 10/30/98


<PAGE>



                                                          Structural Engineering
                                                          Design Criteria
                                                       -------------------------
                                                       =========================
<PAGE>
--------------------------------------------------------------------------------

                            2x1 501G REFERENCE PLANT
                              APPLICATION HANDBOOK

--------------------------------------------------------------------------------

                     STRUCTURAL ENGINEERING DESIGN CRITERIA

--------------------------------------------------------------------------------

Structural Engineering Design Criteria

Introduction

This section describes the design criteria which will be used for all civil,
structural, and architectural work related to this project.

Design Codes and Standards

Except for Emissions, Noise and Effluents, the design and specification of all
work will be in accordance with all applicable laws and regulations of the
federal government and applicable regional and local codes and ordinances.
Emissions, Noise and Effluents shall be as defined in the contract. A listing of
the codes and industry standards to be used in design and construction follows:

(1)   Specifications for materials will generally follow the standard
      specifications of the American Society for Testing and Materials (ASTM)
      and the American National Standards Institute (ANSI).

(2)   Minimum design loads for buildings and other structures will follow
      American Society of Civil Engineers (ASCE) standards, ASCE 7-95.

(3)   Field and laboratory testing procedures for materials will follow standard
      ASTM specifications.

(4)   Design and placement of structural concrete will follow the recommended
      practices and the latest version of the American Concrete Institute Code
      (ACI) and the Concrete Reinforcing Steel Institute (CRSI).

(5)   Design, fabrication, and erection of structural steel will follow the
      recommended practices and the latest version of the American Institute of
      Steel Construction Code (AISC).

(6)   Steel components for metal wall panels and roof decking will conform to
      the American Iron and Steel Institute (AISI) Specification for the Design
      of Light Gage Cold-Formed Structural Members.

(7)   Welding procedures and qualifications for welders will follow the
      recommended practices and codes of the American Welding Society (AWS).

(8)   Preparation of metal surfaces for coating systems will follow the
      specifications and standard practices of the Steel Structures Painting
      Council (SSPC), National Association for Corrosion Engineers (NACE), and
      the specific instructions of the coatings manufacturer.


--------------------------------------------------------------------------------
Proprietary Information              Page 1                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>
--------------------------------------------------------------------------------

                            2x1 501G REFERENCE PLANT
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(9)   Fabrication and erection of grating will follow applicable standards of
      the National Association of Architectural Metals Manufacturers (NAAMM).

(10)  Design, fabrication, and erection of prestressed concrete members will
      follow the recommended practices of the latest version of the Prestressed
      Concrete Institute (PCI) manual for the structural design of architectural
      prestressed concrete panels.

(11)  Design and erection of masonry materials of brick, concrete block, or
      structural tile will follow the recommended practices and codes of the
      latest revision of the ACI Concrete Masonry Structures Design and
      Construction Manual.

(12)  Plumbing will conform to the requirements of applicable regional or local
      codes. If none, plumbing will conform to the National Plumbing Code.

(13)  Design of water supply and wastewater facilities will conform to the
      American Water Works Association (AWWA) and applicable regional and local
      health codes.

(14)  Design will conform to the requirements of the Occupational Safety and
      Health Administration (OSHA).

(15)  Design of roof coverings will conform to the requirements of the National
      Fire Protection Association (NFPA) and Factory Mutual (FM). In addition,
      fire doors and windows and other building construction features will
      follow the recommended practices and codes of NFPA, where applicable.

Other recognized standards will be used where required to serve as guidelines
for the design, fabrication, and construction, when not in conflict with the
above listed standards.

The codes and industry standards used for design, fabrication, and construction
will be the codes and industry standards, including all addenda, in effect as
stated in equipment and construction purchase or contract documents. Where no
other standard or code governs, the Uniform Building Code (UBC) will be used.

Natural Phenomena Design Criteria

The design criteria based on the natural phenomena are discussed below.

Rainfall

The design basis rainfall intensity will be 5 inches per hour.


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Wind Speed

The design basis wind speed will be 90 miles per hour based on ASCE 7-95,
Exposure C, with an importance factor of 1.15 and K(zt)=1.00. This design wind
speed will be used to determine wind loads for all structures.

Temperature

Systems and system component design criteria which require ambient temperature
extremes shall use an ambient temperature range of -20 to 105 degrees F.

Relative Humidity

The design basis ambient relative humidity range will be 5 to 100 percent.

Barometric Pressure

The design basis barometric pressure will be 14.7 psi based on a site elevation
of 0 to 2,000 feet above sea level.

Frost Depth

Frost protection for footings, pipes, and other frost-susceptible structures
will be designed based on a frost depth of 30 inches. Water and sewer pipelines
will have a minimum soil cover as required by regional and local codes.

Yard fire water mains will be installed with top of pipe not less than 1 foot
below the design frost penetration depth in accordance with NFPA Standard 24.

Seismicity

The plant site will be designed to resist earthquake forces in accordance with
ASCE 7-95 requirements assuming:

Effective Peak Velocity-Related Acceleration, A(v) = 0.11, Aa = 0.11

Category III (Non-essential)

Seismic Performance Category: C

Soil Profile Type "D"


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Design Loads

Design loads for all structures will be determined according to the criteria
described below, unless the applicable building code requires more severe design
conditions.

Dead Loads

Dead loads will consist of the weights of the structure and all equipment of a
permanent or semipermanent nature including tanks, wall panels, partitions,
roofing, piping, drains, electrical trays, bus ducts, and the contents of tanks
measured at full capacity. However, the contents of tanks shall not be
considered as effective in resisting column uplift.

Dead loads will be determined using the unit weights from ASCE 7-95.

Live Loads

Live loads will consist of uniform live loads and equipment live loads. Uniform
live loads are assumed unit loads which are sufficient to provide for movable
and transitory loads, such as the weight of people, portable equipment and
tools, planking and small equipment, or parts which may be moved or placed on
floors during maintenance operations. These uniform live loads should not be
applied to floor areas which will be permanently covered with equipment.

Equipment live loads are calculated loads based upon the actual weight and size
of the equipment and parts to be placed on floors during dismantling and
maintenance, or to be temporarily placed on or moved over floors during
installation.

Floors and supporting members which are subject to heavy equipment live loads
will be designed on the basis of the weight of the equipment. When moving
equipment over floors for installation, stress increases of 25 percent are
permitted in beams and columns.

Live loads will be used as follows.

Ground Floors

Ground floor slabs will be designed for a minimum of 250 psf in all areas where
a 2-ton forklift can operate. Consideration will be given to designing
appropriate areas of the ground floor for support of heavy equipment such as
construction and maintenance cranes.

Ground floor slabs for shops and auxiliary buildings will be designed for 150
psf. Storage areas will be designed for the actual weight of the stored
material, but no less than 150 psf.


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Suspended Floors

Suspended grating floors will be designed for a loading of 60 psf to the
supporting members. The grating itself will be selected to support a uniform
loading of 150 psf to minimize deflection.

Roof Loads

All roof areas will be designed for wind loads and basic ground snow loads as
indicated in Wind Loads and Snow Loads, respectively. Ponding loading effect due
to roof deck and framing deflections will be determined in accordance with AISC
Specification Section K2. All roof areas will be designed for a minimum of 20
psf live load in addition to calculated dead loads.

Column Live Loads

Live loads carried from the floors to the columns can be reduced in accordance
with Section 4.8 of ASCE 7-95.

Impact Loads

Impact loads will be added to other loads for components supporting
reciprocating or rotating machines, elevators, hoists, cranes, or other
equipment creating dynamic forces. The following impact loads will be used,
unless analysis indicates higher or lower values.

o     Elevators - 100 percent of lifted load.

o     Hoists and cranes.

      - Vertical - 25 percent of the maximum static wheel load.

      - Horizontal - lateral - 20 percent of the sum of the lifted load plus the
        weight of the hoisting component.

      - Horizontal - longitudinal - 10 percent of the total moving load.

o     Rigid pavement design for roadways - 20 percent of the wheel or crawler
      loads.

o     Rotating and reciprocating equipment - 50 percent of the machine weight.

o     Hangers supporting floors and platforms - 33 percent of the sum of the
      dead load and reduced live load.

Pipe Hanger Loads

Pipe hanger loads for the major piping systems, such as the main steam and
boiler feedwater, will be specifically determined and located. Piping expansion
and dynamic loads will be considered


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on an individual basis for their effect on the structural systems. Loads imposed
on perimeter beams around pipe chase areas will also be considered on an
individual basis.

Pipe loads for other areas will be treated as uniform loads per unit floor area,
and will be carried to the columns and foundations as dead loads. Pipe loads
will not be considered as reliable dead load for uplift.

Equipment Loads

Equipment loads will be specifically determined and located. For major
equipment, structural members and bases will be specifically located and
designed to carry the equipment load into the structural system. For equipment
weighing less than the live load, the structural system will be designed for the
live load. Equipment loads will be noted in the design calculations to permit
separation in calculation of uplift and stability.

Wind Loads

Wind loads for all structures will be computed using ASCE 7-95. A step function
of pressure with height under Exposure C will be used. The building
classification will be Category I.

The design wind pressures will be determined by applying the velocity pressures
to the appropriate design equations in ASCE 7-95 for building main wind-force
resisting systems, other buildings, component and cladding, and other variable
design coefficients and factors.

Snow Loads

Snow loads for all structures will be based on ASCE 7-95. The final design loads
will be determined by applying the design ground snow load, pg, of 30 psf to the
appropriate equations in Section 7 of ASCE 7-95.

Seismic Loads

Seismic loads for all structures will be computed using ASCE 7-95. Seismic
loading will be used in design of structures only when they are greater than
computed wind loads.

Construction Loads

The integrity of the structures will be maintained without use of temporary
framing struts or ties and cable bracing insofar as possible. However,
construction or crane access considerations may dictate the use of temporary
structural systems.


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Estimated Loads

Loading imposed by equipment will be specifically determined or estimated before
detailed structural design. Estimated loading will be noted as such in hand
calculations or computer input and verified as information is made final.

Wheel and Crawler Loads

Loads exerted on roadway pavements, railroad trackwork, buried piping, box
culverts, and embankments will be reviewed and selected prior to design of the
underlying items. Typically, Cooper E80 and HS20 loads will be utilized for the
design of railroad and roadway subgrades. However, where appropriate, loading
such as loaded scrapers, crawler cranes, stator transport trailers, etc., often
exceed the more typical E80 or HS20 loading and therefore must be considered.

Loading Combinations

Concrete Structures: Loading combinations will be in accordance with ACI 318.

Steel Structures: Loading combinations will be in accordance with the AISC
"Specification for Structural Steel Buildings".

Turbine/Generator Foundations: Loading combinations will be in accordance with
the American Society of Civil Engineers, ASCE "Design of Large Steam
Turbine-Generator Foundations", February 1987 and Westinghouse established
criteria.

For loading combinations which include overhead crane loads, Association of Iron
and Steel Engineers, AISE "Guide for the Design and Construction of Mill
Buildings" will be used.

Architecture

Interior and exterior architectural materials and systems mentioned under this
section are provided here as a guideline.

Exterior Architecture

General design criteria for the exterior architectural systems will be as
follows.

Walls

Walls for the main plant and miscellaneous structures will be provided as
described below.

o     Main Plant. The walls of the main plant building, if provided, will be
      Metal Building Manufacturers' Association Standard or will consist of
      metal wall panel systems. Metal wall


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panels will be of the field-erected type with exposed fasteners. Where
insulation is required for metal wall panels, it will consist of a glass fiber
bat or blanket type with a vinyl face.

o     Miscellaneous Structures. The walls for miscellaneous structures, if
      provided, will consist of material systems which are comparable to the
      main plant systems. Pre-engineered buildings will be used for yard
      structures where appropriate.

Insulation

Insulation materials will be added to walls where necessary to reduce cooling
loads in the summer and heating loads in the winter. The insulation material
shall provide a minimum insulating value of R10 in the walls and R15 in the
roof.

A detailed description of acoustical requirements is provided in the applicable
Westinghouse "Acoustical Requirements" DBFR document.

Windows

Exterior windows and frames will be fixed hollow metal to match exterior doors
and frames.

Window frames will be factory-primed and field painted, color to harmonize with
the exterior face of the wall panels.

Louvers

Ventilation openings will be provided with stormproof blade louvers complete
with bird screens. Operating damper blades will be provided behind the fixed
louvers to allow closing of the openings. On long expanses of louvers, a
continuous blade concealed support system will be provided.

Personnel Doors

Personnel doors will be the hollow metal type, flush, 1-3/4 inches thick,
insulated, with formed hollow metal frames. Both doors and frames will be
factory primed and field painted. In areas of the plant where excessive negative
pressure hinders normal door operation, special balanced door hardware will be
provided.

Doors will have a glazed vision panel when required by door function. Glazing
will consist of tempered safety glass or wired glass.

Doors located on the ground floor of buildings will swing out. Doors at other
levels will swing in or as required to meet egress requirements. Heavy-duty
hardware will be used.


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Fire doors will conform to hollow metal door requirements and will be provided
with fillers adequate to meet the required fire rating. The door, frame, and
hardware will bear a certification label of Underwriters' Laboratories for the
class of opening and rating.

Equipment Access Doors

Large access exterior doors will be vertical lift type, insulated, with weather
seals and windlocks. Components will be formed from galvanized steel, factory
primed, and field painted. Doors at high traffic areas will be motor-operated.
Doors will be manually operated where access is infrequent.

Vertical Standing Seam Roofs

Roofing for all major structures will consist of an insulated or uninsulated
corrugated metal profile. Insulated roof system will be used as required for
HVAC controlled spaces.

The roof panel will be galvanized manufacturer's standard structural corrugated
profile. Depth of profile will be nominal 1-1/2 inches. Galvanizing will be in
accordance with ASTM A525 Designation G90 with 0.90 ounce per square foot
minimum thickness.

The roof system will include subgirts and support clips, insulation if required,
flashing, fasteners, and other appurtenances required for a total system. The
panels will have smooth appearance and will be free of excessive "oil canning".
Side joints of the roof panels will be of interlock construction and will be
caulked full or gasketed.

Eave gutters and downspouts will be provided as part of the roofing system.
Gutter apron will extend under the roof panels to provide positive
counterflashing.

Downspouts will be rectangular configuration with a 75-degree elbow at the base.

Painting

All exterior steel material that is not galvanized or factory finished will be
painted. Concrete surfaces will not be painted.

Paint color will match or harmonize with the color of the exterior face of the
wall panels.

Interior Architecture

Interior architectural systems will conform to the following general design
criteria. Fire rated architectural systems will be provided when required by
building or fire codes. Handicapped accommodations will be provided as required
by codes and personnel requirements.


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Partitions

Interior walls will be constructed or masonry, metal studs with gypsum board,
metal wall panel, and factory finished assembled demountable type partitions.

Interior walls, where durability is required, will be constructed of concrete
block masonry, structurally designed and reinforced as required.

Metal studs with gypsum board and demountable partitions will be used to form
interior partitions in office areas. Insulation will be used for sound control
as required. A metal stud gypsum board furring system will be used on exterior
walls for finished areas where determined in design.

Windows

Any fixed interior windows will be formed steel frames similar to those of
personnel doors.
Frames in stud walls will be the wraparound style.

Interior glazing will consist of clear, polished plate, float, or tempered
safety glass, held in place with metal glazing beads.

Personnel Doors

Interior personnel doors will be of similar construction to exterior personnel
doors. Frames in stud walls will be the knockdown style. Doors and frames will
be factory primed and field painted.

Interior doors will have a glazed vision panel as required. Glazing for the
vision panel will be tempered safety glass or wired glass.

Standard-duty hardware will be used.

Where fire doors are required, the door, frame, and hardware will bear a
certification label from Underwriters' Laboratories for the class of opening and
rating.

Ceilings

Ceilings in unfinished areas will leave the overhead structure exposed. The
exposed structure including framing, deck form, and metal deck will not be
painted in unfinished areas.

Ceilings in finished areas will generally consist of a suspended, exposed grid,
lay-in acoustical type. A snap-in aluminum acoustical type will be used in the
control room. In wet areas, such as showers and locker rooms, ceilings will have
moisture-resistant acoustical tile.


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Floor Coverings

For high moisture areas of locker rooms, showers, and toilets, an unglazed
ceramic tile will be used.

Resilient floor covering will be used in all finished areas which are not
covered by ceramic tile.

Steel troweled surface hardened concrete will be used in all other unfinished
areas in buildings throughout the plant site.

Chemical resistant coatings will be applied as required to concrete surfaces of
floors inside curbed areas.

Wall Coverings

Glazed concrete block units will be used in locker and shower areas to provide
sanitary and easily maintained wall surfaces. All other finished area walls will
be painted as described in the following.

Painting

Wall surfaces, doors, and frames that are not prefinished will be field painted.
Where required, steel surfaces that are not prefinished will be field painted.
Aluminum, brass, stainless steel, or plastic surfaces will not be painted.

Equipment that is not prefinished will be field painted; all metal equipment
bases will be field painted.

Color schemes will be selected for overall compatibility.

Sanitary Facilities

Toilet and shower facilities will be provided for personnel in finished areas of
all major buildings and in other areas as determined by project requirements.

Janitor closets and cleaning material storage areas will be provided in finished
areas of all major buildings.

Concrete

Reinforced concrete structures will be designed in accordance with ACI 318-95,
Building Code Requirements for Structural Concrete.


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Materials

The materials described below will be specified and used as a basis for design.

o     Reinforcing Steel. Reinforcing steel shall meet the requirements of ASTM
      A615, Grade 60.

o     Cement. Cement used in massive concrete (minimum dimension of more than
      30") will be Portland Cement meeting the requirements of ASTM C150 Type
      II. Cement for all other mixes will be Portland Cement meeting the
      requirements of ASTM C150 Type I.

o     Fly Ash. Fly ash will be Type C or F conforming to ASTM C618.

o     Aggregates. Fine aggregates will be clean natural sand. Coarse aggregates
      will be crushed gravel or stone. All aggregates shall meet the
      requirements of ASTM C33.

o     Admixtures. Plasticizers and retarders will be used to control setting
      time and to obtain optimum workability. Air entrainment of 4 to 6 percent
      by volume will be used in all concrete mixes. Interior slabs to be trowel
      finished will use less air entrainment. The use of calcium chloride will
      not be permitted.

o     Water. Clean water of potable quality shall be used in all concrete mixes.

Design

The system of concrete and steel strength combinations to be used is as follows.

o     Concrete strength, psi (at 28 days) - See table in Mixes section below.

o     Reinforcing strength, psi - 60,000 (Grade 60).

Mixes

Concrete mix design for three classes of concrete will be required. The usage
classes are as follows.

        Design     Maximum Coarse

Class   Strength   Aggregate Size     Slump (inches)         Use
-----   --------   --------------     --------------         ---

        psi                           min.             max

I       3,000      1 inch to No. 4    2                4*    General and Special


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        Design     Maximum Coarse

Class   Strength   Aggregate Size     Slump (inches)         Use
-----   --------   --------------     --------------         ---

        psi                           min.             max


II      2,000      3/4 inch to No. 4  4                6     Duct Banks

III     4,000      1-1/2 inches to    2                4*    Mass Concrete
                   No. 4

*6" maximum slump will be allowed if super-plasticizers are used.

Concrete strength will be determined by ASTM C39.

Concrete Tests

Quality control testing of concrete will be performed by an independent
laboratory and will consist of the following.

o     Preliminary Review. Before concrete mixes are designed, the source and
      quality of materials will be determined and the following reports will be
      submitted.

      -     The type, brand, manufacturer, composition, and method of handling
            (sack or bulk) of cement.

      -     The type, source, and composition of fly ash.

      -     The classification, brand, manufacturer, and active chemical
            ingredients of all admixtures.

      -     The source of coarse aggregates and test reports required to verify
            compliance with ASTM C33.

      -     The source of fine aggregates and test reports required to verify
            compliance with ASTM C33.

      -     The results of tests to determine compliance of admixtures with
            appropriate ASTM requirements.

o     Concrete mix designs will be established by a qualified testing laboratory
      in accordance with the requirements of ACI 301.

o     Field Control Tests. Field control tests will include the following:


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      -     Aggregate gradation - Each 500 tons of fine aggregate and each 1,000
            tons of coarse aggregate will be sampled and tested in accordance
            with ASTM D75 and C136.

      -     Slump - A slump test will be made from each of the first three
            batches mixed each day. An additional test will be made for each 50
            cubic yards placed in any one day. Slump tests will be in accordance
            with ASTM C143.

      -     Air content - An air content test will be made from one of the first
            three batches mixed each day and from each batch of concrete from
            which compression test cylinders are made. Air content tests will be
            in accordance with ASTM C231.

      -     Compression tests - One set of three concrete compression test
            cylinders will be made each day for each 100 cubic yards of concrete
            placed from each class of concrete. One cylinder of each set will be
            tested at an age of 7 days, and the remaining two cylinders of each
            set will be tested at an age of 28 days. Compression tests will be
            in accordance with ASTM C39.

      -     Placement Temperature - Concrete placement temperature will be
            controlled in accordance with the requirements of ACI 301 and
            project specifications.

Reinforcing Steel Test

Mill test reports or reports of tests made by the fabricator will be required
certifying that all material is in accordance with the applicable ASTM
specification and meets the requirements of the project specification.

Steel and Other Metals

Structural Steel

Steel framed structures will be designed in accordance with the AISC
Specification for the Structural Steel Buildings, Allowable Stress Design and
Plastic Design, June 1, 1989. In addition, steel framed structures will be
designed in accordance with the criteria discussed in the following subsections.
Prefabricated metal buildings will be per Metal Building Manufacturers'
Association standard.

Materials

Structural steel shapes, plates, and appurtenances for general use will conform
to ASTM A36. Structural steel required for heavy framing members will consider
the use of ASTM A441 or A572. Structural steel required for tube girts will
conform to ASTM A500, Grade B. Connection bolts will conform to ASTM A325.
Connections will conform to Research Council on Structural Connections of the
Engineering Foundation Specification for Structural Joints using ASTM A325 or
A490 bolts, November 13, 1985 edition. Welding electrodes will be


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AWS E70XX electrodes. All structural steel will be shop primed with an inorganic
zinc primer after fabrication in accordance with SSPC No. 6.

Connection plates will be silicon kilned ASTM A36 steel if the project site
isolated in a cold climate or high seismic zone as determined by the Engineer.

Prefabricated metal building components will be per Metal Building
Manufacturers' Association standard.

Tests

Mill test reports or reports of tests made by the fabricator will be required
certifying that all material is in conformance with the applicable ASTM
specification. In addition, the fabricator will provide an affidavit stating
that all steel specified has been provided at yield stresses in accordance with
the drawings and the specification.

Design

All steel framed structures will be designed as "rigid frame" (AISC
Specification Type 1) or "simple" space frames (AISC Specification Type 2),
utilizing single-span beam systems, vertical diagonal bracing at main column
lines and horizontal bracing at the roof and major floor levels. The use of Type
1 rigid frames will be limited to one-story, open garage, warehouse or shed type
structures, or to prefabricated metal buildings. The Generation Building, if
provided, will utilize Type 2 design and construction or will utilize a
combination of Type 1 and Type 2 or will be prefabricated metal building
designed to the standards of the Metal Building Manufacturers' Association..

Suspended concrete slabs will be considered as providing horizontal stability by
diaphragm action after setup and curing. Deflections of the support steel will
be controlled to prohibit "ponding" of the fresh concrete as it is placed. Metal
roof decks attached with welding washers or fasteners will be considered to
provide a structure with lateral force diaphragm action. Grating floors will not
be considered as providing horizontal rigidity.

Connections will be in accordance with AISC standard connection design for field
bolted connections. Connections will be designed for 3/4-inch bolts for bearing
type joints with threads in shear plane except where connections are required to
be slip-critical. The connection bolts (bearing and slip-critical) will then be
torqued in accordance with slip-critical joint requirements. Larger diameter
bolts will be used to develop larger capacity connections when required. Bolts
in connections identified as not being slip-critical nor subject to direct
tension will not be inspected for bolt tension other than to ensure that the
plies of the connected elements have been brought into snug contact.


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Minimum Sizes

The following minimum sizes apply to the structural frame. (This criteria
excludes prefabricated building framing.)

o     "W" shapes used as framing members - W 8 x 10.

o     "W" shapes used as posts - W 8 x 10

o     Double angles used as horizontal bracing - 2L 2-1/2 x 2-1/2 x 1/4.

o     "WT" shapes used as horizontal bracing - WT 3 x 7.5.

o     Angle hangers - L 2-1/2 x 2-1/2 x 1/4.

o     The minimum flange thickness of material exclusive of secondary members
      such as purlins and girts shall be 1/4 in. for exterior construction.

Beam Depth Criteria

If practicable, beam depths shall generally follow these criteria.

o     Per recommendations of AISC Section L3.

o     Members shall be framed into members of equal or greater depth.

Unbraced Lengths and Slenderness Ratios

o     Bending. The following are general criteria for determining unbraced
      length of the compression flange.

      -     Beams on which a slab will be placed with shear connectors shall be
            considered continuously supported.

      -     Beams supporting metal roof deck or slabs formed with metal decking
            with attachment at 12-inch centers shall be considered continuously
            supported.

      -     Beams which are part of a truss will use the distance between panel
            points as their unbraced lengths, or if the panel has connecting
            major members, the unbraced length will be based on the distance
            between panel points or connecting members, whichever is the shorter
            distance.

o     Slenderness

      -     KL for major axis will be the span length.


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      -     KL for minor axis will be the largest distance between incident
            members which are greater than or equal to two-thirds depth of
            subject member, or the distance between truss panel points.

o     Column Stability Bracing

      -     Effective column stability bracing must have both adequate stiffness
            and strength to prevent the columns from buckling.

Maximum Deflections

The following guidelines for maximum deflections will be followed.

o     Floor beams - 1/360 x span with live loading only.

o     Roof beams - 1/240 x span with live or snow loading only.

o     Metal panel wall girts.

      -     Vertical - 1/240 x span; 1/960 x span with 3/8-inch maximum under
            and over glass where appearance and load bearing capabilities are a
            consideration.

      -     Horizontal

            (1) 1/360 x span with 1.33-inch maximum under and over glass.

            (2) 1/180 x span all others.

o     Crane and hoist support beams, rails, and monorail support beams
      (optional). The deflection limits are based on maximum wheel loads.

      -     Vertical deflection.

            (1) 1/1,000 x span without impact - Turbine generation area.

            (2) 1/600 x span without impact - All others.

      -     Lateral deflection - 1/400 x span - All cranes and hoists.


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Corrosion-Resistant Steel

Corrosion-resistant steel will be used where corrosion, abrasion, or appearance
requires the use of special steels.

o     Materials. Corrosion-resistant steels will conform to ASTM A588 (Cor-Ten,
      Mayari R); ASTM A167, Type 316L, 2.75 percent minimum molybdenum content
      (stainless steel); or to ASTM A167, Type 304 or 304L (stainless steel).
      Stainless steel will be used only where extreme corrosion conditions
      warrant its use.

o     Tests. The fabricator will be required to submit mill test reports for all
      material and an affidavit certifying that the material is in accordance
      with the drawings and the specifications.

Miscellaneous Metals

o     Steel Grating. Steel grating floors will use grating manufactured in
      accordance with applicable requirements of the Metal Bar Grating Manual
      published by NAAMM.

      Steel grating will be welded bar grating, with 3/16-inch wide by
      1-1/4-inch deep bearing bars. All interior grating will be painted and
      exterior grating will be galvanized.

      All gratings will lie flat with no tendency to rock when installed. For
      each panel, the transverse bow will not exceed 1/8 inch per foot of panel
      width, with no transverse bow to exceed 3/8 inch. The longitudinal bow
      will not exceed 1/200 of the panel length.

      All penetrations equal to or greater than 5 inches in diameter or 5 inches
      in diagonal length shall be banded with kickplate material or standard
      weight pipe and shop fabricated where possible to meet project restraints.

o     Kickplate. Kickplate will be applied to all platform areas as required to
      satisfy OSHA standards for protection of personnel. It will consist of
      1/4-inch thick steel plate, ASTM A36, and will project 4 inches above the
      platform surface. Kickplate will receive the same type of coating as the
      material to which it is attached.

o     Guardrail. Guardrail will conform to the minimum requirements of the
      applicable sections of OSHA. Guardrail will be a two-rail system with the
      top rail 42" above the walkway surface and mid rail 21" below the top
      rail. Guardrail post spacing will be proportioned to the length of the
      protected opening, but will not exceed 8 feet center-to-center of posts.
      Guardrail will be shop fabricated for specific locations and field welded
      or bolted to the erected structural steel or concrete.


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      Guardrail for stairs will also be a two-rail system with the top rail 34"
      above the nose of the tread and the mid rail 17" below the top rail.
      Guardrail will be field welded or bolted to the steel channel stair
      stringers or concrete.

      Guardrail will be fabricated from 1-1/2" square steel tubing or 1-1/4"
      nominal diameter piping. Joints will be mitered and welded to form a
      continuous railing system.

      Guardrail railing material will conform to ASTM A501 Grade B or ASTM A500
      Grade A or B.

      All guardrail will be shop painted with an organic zinc primer and field
      finish painted.

      The above criteria are the minimum based on OSHA. Other codes such as UBC,
      regional, local codes and ordinances may specify additional criteria.

o     Anchor Bolts and Embedded Shapes. Anchor bolts will conform to ASTM A36
      and weldable A307. Embedded shapes and plates will be galvanized where
      required. Anchor bolt assemblies will be galvanized where required. Steel,
      which is not galvanized and will remain exposed, will be primed with a
      primer paint.

o     Metal Roof Deck and Metal Deck Form. The metal roof deck and metal deck
      form will conform to ASTM A446, Grade A, or ASTM A611, Grade C. It will
      consist of prefabricated interlocking side lap units, fluted sheets. All
      metal deck will be galvanized.

o     Stairs. Stairs will be constructed of ASTM A36 channel stringers, C10 x
      15.3 minimum. Stair treads will be steel grating with cast abrasive
      nosing.

o     Ladders. Ladders will be constructed of ASTM A36 bar rails, 2-1/2 inch by
      1/2 inch, with 1-inch diameter rungs.

Site

Grading and Drainage

The Site Grading and Drainage System will be designed to comply with all
applicable federal, regional, and local regulations. Topographic modifications
to the site area may be required to provide positive overall drainage.

Surface drainage onsite will consist of overland and open channel flow.

Channels and ditches will generally be trapezoidal in cross section, of
sufficient width to facilitate easy cleaning, and mildly sloping so that erosion
is prevented.

The storm drainage system will be designed for a rainfall intensity of 5 inches
per hour.


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Site-specific drainage facilities will be designed for the flow resulting from a
25-year rainfall or regional and local code requirements, whichever is greater.
Temporary facilities will generally be designed for a 10-year rainfall.
Containment ponds will be designed for a 10-year, 24-hour rainfall event unless
specific federal, regional, or local regulations specify otherwise. Although
drainage facilities will be designed for the flow resulting from rainfall events
as described above, when subjected to the flow resulting from a 100-year
rainfall, the drainage facilities must not back up water to flood any permanent
plant facilities.

The main plant complex area will be graded with moderate slopes (1 percent
minimum preferred) for effective drainage.

The plant property will be preserved undisturbed where possible.

Roads

Access within the plant site will be provided by a system of roadways.

Roads will be of three types: Type 1, Type II, and Type III.

Type I roads will consist of two 12-foot asphalt-paved lanes with 5-foot
gravel-surfaced shoulders on each side. The main plant access roads and a
portion of the main plant complex circumferential road will be Type I.

Type II roads will consist of one 15-foot asphalt paved lane with no shoulders.
The plant road adjacent to the HRSG area will be Type II.

Type III roads will consist of two 12-foot unpaved lanes with no shoulders. A
portion of the main plant complex circumferential road will be Type III.
Turn-ins for access off Type III roads will consist of one 15-foot unpaved lane
with no shoulders.

All Type II and III roads will be surfaced with gravel during the construction
period. Occasional applications of a dust palliative material will be used to
minimize dust during the dry seasons.

The minimum radius to the inside edge of pavement (EOP) or gravel surface at
intersections of the roads will be as follows.

o     Type I - 50 feet to inside EOP.

o     Type II - 30 feet to inside EOP.

o     Type III - 30 feet to inside edge of gravel.

Where two different types of roads intersect, the radius will be the smaller of
the two (e.g., at an intersection of Type I and Type II roads the radius of the
inside edge of the gravel surface will be 30 feet).


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The maximum suggested grade for the roads will be as follows.

o     Type I - 4 percent.

o     Type II - 4 percent.

o     Type III - 8 percent.

The rate of change of grade at vertical curves will be determined by the
designer after considering anticipated traffic speeds for the particular road.

Fencing and Security

Chain link fencing around the site boundaries and security fencing, both topped
with barbed wire, will be provided around the main plant complex, substation,
construction areas, and other areas requiring controlled access. Fencing heights
will be in accordance with applicable codes and regulatory requirements. Plant
access is controlled manually by a swing gate located at the main entrance to
the secured area. Options include a gate house and/or an electric operated gate
with a key card entry and security surveillance camera.

Foundations

General Description

This subsection provides a general description of the foundations to be used for
the major power plant structures. Detailed design criteria and descriptions of
the foundation support methods will be included in Foundation Design Criteria
after an analysis of site geotechnical information is completed.

Generation Area

The generation area includes the combustion turbine, steam turbine, auxiliary
equipment, and the Generation Building, if required. The generation area
foundations will be reinforced concrete mats or spread footings supported on
suitable subgrade.

Site-specific geotechnical exploration, testing, and analysis will determine the
most suitable bearing method to support the mats and spread footings. The
bearing method may include engineered fill, piling, drilled shafts, pressure
injected footings, or soil densification. The foundations will be sized and
proportioned such that the bearing and allowable settlement criteria will not be
exceeded.

Geotechnical exploration, testing, and analysis information will be used to
predict the elastic (short-term) and consolidation (long-term) settlement for
the foundation component. Allowable settlements, elastic plus consolidation,
will be limited as follows.


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o     Total settlement - 1 inch

o     Differential settlement - 0.15 percent slope between adjacent concentrated
      load points or loaded areas.

The combustion turbine and steam turbine foundation mats will be designed to
meet the total and differential settlement established by Westinghouse Electric
Corporation if more stringent than the allowable settlements for the foundation
component of the generation area.

The foundation for the generation area will be subdivided into separate pours.
Construction joints will be designated on the drawings. Major drain system
headers and some mechanical systems piping will be encased in the mats. The mats
and slabs will receive a finish slope approximately 1/16 inch per foot between
high ridges and low drain grates and will receive a steel trowel finish and
surface hardener. Equipment drains, conduit, and miscellaneous piping will be
embedded or encased under the finished mats and slabs.

The generation area foundations will be reviewed for support of cranes for
erection of the building and equipment. Crane loading criteria will be assumed
for the design and supplied to the Contractor. Stresses in the reinforced
concrete mat will be permitted to increase 1.5 times code allowables when caused
by temporary construction loads.

Miscellaneous Buildings and Structures

Miscellaneous buildings and structures include construction facilities, tanks,
additional warehouse module, auxiliary equipment bases, boiler feed module,
air-cooled condenser module if required, and other facilities for which a
foundation must be provided. The foundations will be reinforced concrete mats or
spread footings supported on suitable subgrade.

Site-specific geotechnical data will be analyzed to predict the bearing and
settlement characteristics of the soils. Criteria will be established to permit
design of the most economical foundation that is compatible with life expectancy
and service of the building or structure.

Foundation Design Criteria

The foundations for the buildings and structures will be reinforced concrete
mats or spread footings supported on suitable subgrade. The size and proportion
of the foundations will be based on an allowable bearing capacity of 3,000 psf
for the subgrade. Allowable bearing capacity can be increased by 1/3 for
temporary conditions such as wind and earthquake.

For a given site, geotechnical data will be analyzed to determine the most
suitable method of support for the foundations. If the allowable bearing
capacity of the subgrade is lower than 3,000 psf and/or if piles are required,
this will result in additional design and quantity adjustments for the
foundations.


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Factors of safety for the foundation design will be as follows:

      F.S. against sliding:            1.25

      F.S. against overturning:        1.50

      F.S. against uplift:             1.50

Equipment Bases

All equipment will be supplied with an equipment base suitable for its
operation. Where the equipment could induce vibration problems, the base will
have adequate mass to dampen vibration motions. Special consideration will be
given to vibration and stiffness criteria where specified by an equipment
manufacturer.

Equipment that does not require a special base will be placed on a nominal
6-inch high base to keep the equipment off the floor surface. Base will be
designed for the greater of the minimum temperature and shrinkage reinforcement
or reinforcement required to carry the equipment loads. The bases will be
designed to develop the yield strength of the equipment anchor bolts embedded
therein as a minimum.

Insulation

All foundations and below grade portions of space conditioned buildings above
those foundations will be insulated in accordance with the American Society of
Heating, Refrigerating, and Air Conditioning Engineers (ASHRAE) Standard 90,
Energy Conservation in New Building Construction.

Chemical Storage Containment

Chemical storage tanks and equipment containing regulated liquids (such as oil
and acids for example) will be surrounded by curbing. The plan dimensions of the
containment will be sized such that any possible leak from a tank or equipment
will be collected inside the containment. The net volumetric capacity of each
containment will be determined in accordance with the federal, regional and
local regulations and requirements. For multiple tanks located within the same
curbed area, the largest single tank will be used to size the curbing and drain
piping.

The concrete surfaces for chemical storage applications will be provided with a
protective coating system.

Space Conditioning

Space conditioning consisting of heating, ventilating, and air conditioning
(HVAC) will be provided to ensure proper environmental conditions for certain
equipment, freeze protection, and


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for personnel comfort. The design of space conditioning systems will be in
accordance with all applicable requirements of the latest edition of the ASHRAE
Handbook, 1989 Fundamentals, and the Westinghouse "Acoustical Requirements"
document applicable for the project.

Ambient Design Temperatures

Design will be based on the following assumed summer and winter ambient
temperatures

     ASHRAE, 2.5/97.5 percent           Extreme
     ------------------------           -------

     Summer

      Dry-bulb, 91 F                    105 F

      Wet-bulb, 77 F                    77 F

     Winter

      Dry-bulb, -5 F                    -20 F


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                                                             Control Engineering
                                                                 Design Criteria
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CONTROL ENGINEERING DESIGN CRITERIA

Introduction

This section covers the design criteria which will be used for all control work
related to this project.

Design Codes and Standards

Except for Emissions, Noise and Effluents, the design and specification of all
work will be in accordance with all applicable laws and regulations of the
federal government and applicable regional and local codes and ordinances.
Emissions, Noise and Effluents shall be as defined in the contract. A listing of
the codes and industry standards to be used in design and construction follows:

(1) American National Standards Institute (ANSI).

(2) American Society of Mechanical Engineers (ASME).

(3) Institute of Electrical and Electronics Engineers (IEEE).

(4) Instrument Society of America (ISA).

(5) National Electrical Manufacturers Association (NEMA).

(6) National Electrical Safety code (NESC).

(7) National Fire Protection Association (NFPA).

(8) Scientific Apparatus Makers Association (SAMA).

(9) American Society for Testing and Materials (ASTM)

Other recognized standards will be utilized, as required, to serve as design,
fabrication and construction guidelines. In the event of any conflict between
the codes and standards, the more stringent regulation shall apply

The codes and industry standards used for design, fabrication, and construction
will be the codes and industry standards, including all addenda, in effect as
stated in equipment and construction purchase or contract documents.


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General Requirements

Ambient Conditions

Instrument and control devices mounted outdoors will be designed to withstand
ambient temperature extremes from -20 to 105 degrees F. Instrument and control
devices mounted indoors will be designed to withstand ambient temperature
extremes from 40 to 113 degrees F. Individual instruments that may be exposed to
temperatures exceeding 113 degrees F shall be designed on a case by case basis.
All field mounted instruments and control devices will be designed for relative
humidity up to 100 percent throughout the temperature range.

All instruments and control devices installed in the Control Room and other
air-conditioned buildings will be designed for an operating condition of 55 to
95 degrees F ambient temperature and 15 to 90 percent (noncondensing) relative
humidity.

Utilities

All instruments and control devices will be designed with the following utility
requirements:

o     Power supply operating voltage:

      --    Low voltage, single phase, 60 hertz for logic and fractional
            horsepower motors.

      --    125-volt dc for logic and fractional horsepower motors.

      --    Low voltage, three-phase, 60 hertz for integral horsepower motors.

      Voltage levels will be specified for the specific project. Any voltage
      required other than the above will be furnished by the equipment supplier.

o     Pneumatic - Clean, dry instrument air at 70 to 125 psig. All necessary
      pressure-reducing controls, where required, will be furnished by the
      equipment supplier.

Standard Ranges of Analog Signals

The ranges of analog signals, other than thermocouples and RTDs will normally be
as follows:

o     Electric - 4 to 20 mA dc.

o     Pneumatic - 3 to 15 psig.

The use of any signal range other than the above will be avoided.


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Contact Ratings

The ratings of all instrument contacts used for alarms and interlocks will be as
follows:

            Voltage Rating (volts)              Continuous Rating (amperes)
            ----------------------              ---------------------------
            Low voltage, 1 phase                10 (inductive)
            125 dc                              0.5 (resistive)

Instrument Accessibility

Every consideration shall be made to locate and/or mount instruments in an
accessible position.

Instruments

Instrument Sensing Lines and Air Lines

All instrument sensing line and air line installations will be designed and
fabricated in accordance with the ASME Boiler and Pressure Vessel Code and with
ANSI B31.1. Primary instrument sensing lines are defined as the piping and/or
tubing directly connected to the process, beginning at the outlet of the root
valve and terminating at the blowdown valve (if required) and at the point of
connection to the instrument itself.

Instrument blowdown lines are defined as the piping and/or tubing directly
connected to the instrument blowdown valve and extending to the floor,
structural steel or floor drain.

Instrument air supply lines are defined as the piping and/or tubing directly
connected to the plant instrument air header beginning at the air header root
valve and terminating at the air user.

Instrument control air lines are defined as the piping and/or tubing used to
convey the pneumatic control signal to the control device.

Sizes of Instrument Sensing Lines and Air Lines

Instrument sensing lines will be as listed below:

o     Tubing for primary instrument sensing lines will be 1/2 inch O.D. Tubing
      for instrument blowdown lines shall be 3/8 inch O.D. Instrument sensing
      line tubing and blowdown tubing will be cold drawn, fully annealed, ASTM
      A213 TP213 stainless steel. Tubing hardness will not exceed Rockwell B80.
      Tubing wall thickness will be as listed below.


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      -1/2  inch O.D. Tubing

            Max. Allowable          Max. Allowable          Min. Allowable
            Pressure                Temperature             Wall Thickness
            --------                -----------             --------------

            3000 PSIG               1050 degrees F          .083 inch
            2400 PSIG               1050 degrees F          .065 inch
            1100 PSIG               1050 degrees F          .049 inch

      -3/8 inch O.D. Tubing

            Max. Allowable          Max. Allowable          Min. Allowable
            Pressure                Temperature             Wall Thickness
            --------                -----------             --------------

            greater than 1700 PSIG  1050 degrees F          .065 inch
            less than 1700 PSIG     1050 degrees F          .049 inch

o     Instrument tubing connected to process piping rated ANSI Class 600 and
      less, other than steam system process piping, will use compression tubing
      fittings, Swagelok or equal.

o     Instrument tubing connected to process piping rated ANSI Class 900 and
      greater, and to steam system process piping will use socket weld tube
      fittings with the exception of compression tube fitting(s) at the
      instrument or instrument valve manifold. Socket weld tube fittings shall
      be Cajon or equal.

o     Instrument piping will be of the same material and specifications as the
      process piping

Air lines will be as listed below:

o     Tubing for instrument air supply lines will be soft annealed seamless
      copper tubing, ASTM B-75. Tubing wall thicknesses will be as listed below.

                                     Min. Allowable
      Tubing Size                    Wall Thickness
      -----------                    --------------
      1/4 in. O.D.                   .028 in.
      3/8 in. O.D.                   .035 in.
      1/2 in. O.D.                   .049 in.

o     Air lines will use compression fittings, Swagelok or equal.

o     Particle filters will be supplied at the end of all copper lines. The
      filters will be installed prior to the connection to the air user, but
      downstream of the last solder joint.


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Insulation and Freeze Protection of Instrument Sensing Lines

All water-filled instrument sensing lines in plant areas subject to freezing
will be insulated and freeze protected. Sensing line pairs for flow, manometric
level, and differential pressure instruments will be run together where
possible, insulated, and freeze protected as a group, if subject to freezing.
Instrument sensing lines connecting to high-temperature systems, which might
become hot enough to injure personnel during blowdown of the instrument line,
will be insulated where such hazard exists. Where freezing conditions do not
exist, instrument sensing line installations containing condensate pots will not
be insulated from the condensate chamber to the instrument. Where freezing
conditions do exist, install heat tracing from the condensate chamber to the
instrument to avoid freezing. Insulation materials, exterior finish, and metal
lagging will conform to the standards adopted for the process piping, as
discussed in 2.7.2.5, Insulation and Lagging, of this manual.

Criteria for Routing of Instrument Sensing Lines and Air Lines

Routing of instrument primary piping, including piping from the process
connection through the root valve and the instrument sensing line, will be in
accordance with the following criteria.

Special fittings, such as reservoirs, condensate chambers, and other devices,
shall be installed at the primary flow element connections, as required by the
design of the instrument, in accordance with instructions of the instrument
supplier.

Pressure sensed by the instrument will differ from pressure in the process if
there is a head of liquid in the instrument line. This effect may be significant
if the instrument line static head is large in comparison with the pressure
being sensed. This effect can be accounted for in calibration of the instrument
if the static head is constant. To assure a constant static head, the
connections from low-pressure steam and low-pressure, liquid-filled lines should
preferably slope downward continuously from the primary element connection to
the instrument. Horizontal runs should have a slope of not less than 1/2 inch
per foot and must be adequately supported to maintain a constant slope. If
downward slope is not feasible, the line should slope upward continuously and a
loop seal (steam service only) installed at the instrument to assure a water
seal for temperature protection. Upward sloping liquid lines should be used only
if the process pressure is sufficient to assure a head of liquid at the
instrument. Provision for venting of air should be provided in high point of
line. Vacuum connections to the condenser and low-pressure extractions should
always slope upward to the instrument.

Instrument sensing lines for steam flow, liquid flow, and manometer level
measurement systems should preferably slope downward from the primary element
connections to the instrument. Instrument sensing lines for flue gas and air
flow measurement systems should preferably slope upward from the primary element
connections to the instrument. If these requirements cannot be met, special
venting or drain provisions will be required. Horizontal runs must have a slope
of not less than 1/2 inch per foot and must be adequately supported to maintain
a constant slope.


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Instrument air supply line takeoffs from the plant instrument air header will be
from the top of the air header. Horizontal runs will have a slope of not less
than 1/2 inch per foot and must be adequately supported to maintain slope.

Instrument sensing lines will be grouped together as much as practical to
benefit from the use of common support members and to present a finished
installation that is routed in a neat and orderly manner. Care will be exercised
to assure that spacing between adequate tubes in the same group is maintained
uniform and that tubes do not cross under or over one another.

Changes in direction of tubing will be by the use of bends. Bend radius will not
be less than three diameters.

Instrument sensing lines and air lines will be routed as directly as practical
from the process root valve to the instrument or end device. The length of the
lines shall be limited to a maximum of 40 feet for compressible fluids and 50
feet for non-compressible fluids.

The maximum process temperature for all transmitters shall be limited to 180
degrees F. Therefore, on all transmitter installations where the process
temperature exceeds 180 degrees F, the sensing line shall be of sufficient
length to dissipate the heat. Instrument installations where dual sensing lines
are used; such as flow or other differential applications, the instrument
sensing lines shall be routed as to avoid high temperatures and both sensing
lines should be maintained at the same temperature.

Support of Instrument Sensing Lines and Air Lines

Instrument sensing lines will be continuously supported to assure maintaining
proper slope.

Instrument Racks, Stands and Supports

All remote-mounted instruments, which are not subject to freeze damage, will be
mounted on O'Brien Modular Instrument Support Systems with Unistrut members, or
approved equivalent added when specified on the support detail drawings.

The supports will provide easy access and visibility to the instrument.

Wall or column mounted instruments will be installed so that the instrument
centerline is approximately 4'6" above the floor or grating.

Thermowells and Protecting Tubes

Fluid system temperature sensors will be equipped with thermowells and will be
constructed of Type 316 stainless steel and have a stepless tapered design. The
sizes of the connections will be as defined in the , Mechanical Engineering
Design Criteria. Threaded temperature wells in lines operating above 600 psi
shall be seal welded after installation.


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Thermowells in main steam, hot and cold reheat steam, extraction steam, and
feedwater piping will be designed to prevent vortex-induced vibration over the
range of velocities encountered in normal service as per ASME Performance Test
Code 19.3, Temperature Measurements.

Temperature detectors in exhaust gas and air ducts shall be mounted in
protecting tubes to provide mechanical support and will be retractable
externally from the duct to permit replacement while in operation. Protecting
tubes will be made of Type 316 stainless steel pipe not smaller than 1/2-inch
size, with screwed pipe bushings welded to the tubes for attachment to the
ducts. Duct connections will consist of screwed couplings or adapter flanges
welded to the ducts, into which the bushings on the protecting tubes can be
threaded. Duct connections will be located to minimize the effect of temperature
stratification within the ducts. Protecting tubes exceeding 3 feet in length
will be provided with additional supports within the boiler casing or duct and
will be of a flow-through design, such that the time constant of the temperature
detector does not exceed 3 seconds.

Thermocouples and Resistance Temperature Detectors

Thermocouples will be of the dual element, chromel-alumel type (ISA Type K) with
Type KX extension wire. Thermocouples and extension wire will comply with the
standard limits of error as per ANSI MC96.1-1975. The elements as a rule will be
separate from ground (ungrounded).

Resistance temperature detectors (RTD's) will be of the duplex three-wire
platinum type. The nominal resistance of the platinum detectors will be 100 ohms
at 0 C. All RTD's for measurement of fluid system temperature will be
ungrounded, metal-sheathed, ceramic-packed, and suitable for the design
temperature, pressure, and velocity of the fluid system.

Thermocouples and RTD's will have sheathed elements spring-loaded to provide
good thermal contact with the well or protecting tube. The sheath will be made
of stainless steel having swaged-type magnesium oxide insulation. All connection
heads will be rated NEMA 4, made of cast aluminum with screwed covers, and
supported from the well by a stainless steel extension nipple.

Transmitters

Transmitters will be used to provide the required 4 to 20 mA dc signals for all
controllers and receivers. Transmitters will be of the electronic two-wire type,
capable of driving a load up to 750 ohm, and will be powered from the plant
distributed control system (DCS).

Transmitters will be mounted such that the electronic housing is directly above
the valve body. The valve body for all differential pressure transmitters (dP,
level, flow) will be installed with sensing points on a horizontal plane.


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Static Pressure and Differential Pressure Transmitters

Static pressure and differential pressure transmitters shall be Rosemount, model
1151 with smart electronics option, or approved equivalent.

Three valve manifolds will be mounted on all differential pressure transmitters
for calibration and isolation purposes. Five valve manifolds will be used on
instrument applications where it is necessary to fill the sensing line under
pressure (e.g., drum level transmitter). All manifolds will have a set of capped
1/4" FNPT test connections on the instrument side of the isolation valve.

Level Transmitters

Sensing elements for level transmitters will be of the following types:

o     Static head devices for vessels exposed to atmospheric pressure; air
      bubbler-type devices may be used if absorption of air by the liquid is not
      objectionable. (Level transmitters of this type are the same as static
      pressure transmitters.)

o     Differential pressure type with constant head chamber for high-pressure
      and temperature applications. (Level transmitters of this type are the
      same as differential pressure transmitters.)

o     Displacement float type for enclosed vessels of limited height.

o     Moving float type for fuel oil storage tanks.

o     Ultrasonic type for specialized applications.

Flow Transmitters

Flow transmitters for general applications will be of the differential pressure
type:

o     Primary Elements. Flow nozzles will be used for main steam flow, feedwater
      flow, and other critical measurements where weld-in construction is
      required. Flow nozzles will be made of stainless steel, with dual sets of
      pressure taps installed in the pipe wall, where required. Installation of
      flow nozzles and pressure taps will be made in the pipe fabricator's shop,
      with provisions for witness of the installation process by a
      representative from the flow nozzle manufacturer.

      Orifice plates will be used for other flow measurements where flanged
      construction and higher pressure loss are acceptable. Orifice plates will
      be made of stainless steel. Orifice flanges will be of the raised-face,
      weld-neck type with dual sets of taps.


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      Construction and installation of flow nozzles and orifices will conform to
      the requirements of ASME Performance Test code PTC-19.5, and discharge
      coefficients will be predicted in accordance with data published in ASME
      Research Report on Fluid Meters.

o     Secondary Elements. Secondary elements for differential-type flow sensors
      will be strain gauge or capacitance-type differential pressure
      transmitters. Square root extraction required for the differential
      pressure transmitters will be performed in the plant DCS.

Temperature Transmitters

Temperature transmitters will not be used. Temperature elements will be wired
directly to the plant DCS for temperature monitoring.

Temperature, Pressure, Level, and Flow Switches

Where direct digital measurements are required, temperature, pressure, level,
and flow switch set points will be adjustable with a calibrated scale to
indicate the set point. Contacts will be of the snap-acting type, except for
moving float and displacement-type level switches. In general, process digital
control will be performed in the plant DCS except for packaged systems with
integral control systems.

Temperature Switches

Temperature switches will be actuated by filled bulb-type elements equipped with
standard-length armored capillary tubing.

Pressure Switches

Pressure switches will be actuated by disk- or diaphragm-type elements. Pressure
switches will be selected based on the process conditions.

o     General static pressure switches or differential pressured switches for
      normal static pressure shall be SOR, Inc. or acceptable equal.

o     Low-differential pressure switches for low-static pressure ranges shall be
      manufactured by SOR, Dwyer Instruments, Inc., or acceptable equal.

o     Low-differential pressure switches for high-static pressure shall be SOR
      Series 102/103 or acceptable equal.


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Level Switches

Level switches will be actuated by elements of the following types:

o     Static head devices for vessels exposed to atmospheric pressure; air
      bubbler-type devices may be used if absorption of air by the liquid is not
      objectionable. (Level switches of this type are the same as static
      pressure switches.)

o     Differential type for high-pressure and high-temperature applications.
      (Level switches of this type are the same as differential pressure
      switches.)

o     Moving float type for enclosed vessels.

o     Displacement float type for open tanks and sumps.

o     Ultrasonic or capacitance type for specialized applications.

Switching elements of moving float and displacement float-type level switches
will be Magnetrol or acceptable equal, having float and body construction
appropriate to the service conditions of the systems to which they are
connected. Switch elements shall be of the vibration-resistant, mercury
bottle-type magnetically coupled to the float. The switch element shall be
reversible for NC or NO operation or shall be double-throw construction. Switch
element leads shall be of high-temperature construction and terminated on
terminal blocks within the switch housing. Switch housings shall be splashproof
construction, unless otherwise specified.

Flow Switches

Variable-area or differential pressure-type actuating elements will be used for
low flow and low-pressure applications. Paddle-type devices may be used for
selected applications for flow/no-flow monitoring.

Local Indicators

Local Temperature Indicators (Thermometers)

Thermometers for local mounting will be Ashcroft "Duratem" P600B 4-1/2-inch dial
"Every angle" gas-actuated thermometers, or acceptable equal. Thermometers for
panel mounting shall be Ashcroft 600A gas-actuated with an aluminum hinged ring
case and stainless steel-armored capillary tubing of the length required for
installation, with 4-1/2-inch minimum dial size, or acceptable equal. Dial
scales shall be so that the normal operating range is in the middle third of the
dial range. Separate nameplates of engraved laminated phenolic or stamped
stainless steel will be furnished to identify the service. Thermowells will be
furnished for all thermometers.


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Local Pressure Indicators (Pressure Gauges)

Gauges for control air supply and signal pressures integral to an instrument
will be in accordance with the instrument manufacturer's standards. All other
gauges shall be Ashcroft "Duragauge," with 4-1/2-inch minimum dial size, or
acceptable equal. Dial scales shall be so that the normal operating range is in
the middle third of the dial range. Separate nameplates of engraved laminated
phenolic or stamped stainless steel will be furnished to identify the service.
All gauges, except on control air service, will have stainless steel movements
and nylon bearings. Gauges for panel mounting shall be Type 1377. Gauges for
separate mountings shall be Type 1379 with 1/2-inch NPT bottom connections.
Except control air gauges or those equipped with diaphragm seals, gauges on
pulsating process services shall be furnished with an Ashcroft 1106 Pulsation
Dampener made of the same material as the Bourdon tube. Gauges for fluids which
may be corrosive to the gauge internals will be furnished with glycerin-filled
cases and diaphragm seals.

Local Level Indicators (Gauge Glasses)

Tubular gauge glasses will be used for low-pressure applications. Transparent or
reflex gauges will be used for high-pressure applications. All gauge glasses
will be equipped with gauge valves, including a safety ball check.

Flow Indicators

Sight flow and variable flow indicators will be used for low-pressure and
low-temperature applications. The use of sight and variable flow indicators will
be restricted to applications where quantitative measure of flow is not
required.

Flow indicators for high-pressure and high-temperature applications are not
anticipated.

Solenoid Valves

Solenoid valves will be provided by the Automatic Switch Company (ASCo), or
acceptable equal. Solenoid coils will be Class H high-temperature construction
rated at 105 to 140 VDC and will be designed for continuous duty. Three-way
solenoid valves will be designed for universal operation so that the supply air
may be connected to any port. Solenoid enclosures will be NEMA 4X.

For control valve applications, the solenoid valve will be rigidly mounted to
the control valve. The operation of the solenoid shall support the failure
action of the control valve on the loss of either power or air. The internal
orifice shall be the maximum size available so as to not impede the normal
operation of the valve.

Panel-Mounted Indicators

Panel-mounted indicators will be of the vertical scale, solid-state type with
flat glass face.


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Modulating-Type Control Systems

Electronic Control Systems

Electronic control systems will utilize solid-state hardware. System strategies
will be implemented, using digital computing techniques.

Pneumatic Controllers

Pneumatic controllers will generally be limited to the following applications:

o     Control loops which require only proportional or proportional plus reset
      action, but require no remote manual positioning by the control room
      operator.

o     Control loops that do not require any interface with any receiver
      installed in the main control room or control equipment room.

Pneumatic temperature controllers will have filled bulb-type sensing elements.

Pneumatic pressure controllers will have Bourdon tube sensing elements.

Motor Controls

Motor Interlocks

Motor interlocks will be designed in accordance with the following criteria:

Protective Interlocks

The protective interlocks for each motor and its associated equipment will be
designed as follows:

o     To prevent the motor from being started if the starting permissives
      required for safe operation are not satisfied.

o     To automatically stop the motor under unsafe operating conditions when any
      action by the operator may be too slow to prevent the motor and its
      associated equipment from being damaged.

o     To automatically start any standby equipment as a result of a motor trip
      and/or as required by the process.

o     To provide information to the operator of the equipment status at all
      times.


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o     To provide alarms to alert the operator when any critical operating
      parameter is approaching its limit or when an abnormal operating condition
      occurs.

Control Room Manual Controls

The control devices required for manual control by the operator will be from
keyboard and CRT operator control stations.

Standby Starts

Components in a system, such as turbine ac and dc lube oil pumps, which are
paired to back up each other will have a standby mode imposed upon the
protective interlock scheme. If the redundant pump is in the standby mode when
the operating pump is tripped, or a process parameter indicates that the
operating pump has failed, the standby pump will standby-start. After a pump has
started in the standby mode, the pump will not stop automatically, except on a
trip condition. An alarm will alert the operator that the pump has
standby-started.

Automatic Starts and Stops

Equipment in some systems will operate in an automatic mode in which the
starting and stopping of a motor are initiated automatically. An example of the
automatic mode would be a tank fill pump that automatically starts at a low
level and stops at a high level. Automatic motor actuations will not be alarmed
unless the automatic action is initiated by a protective interlock.

Sequential Controls

Sequential controls apply control logic to a group of motors and associated
auxiliaries, such as solenoid-operated valves. The basic functions are to
coordinate the operation of all components within a functional group and to
automatically start or stop all components in a predetermined sequence without
the operator initiating any step-by-step control during the process.

Design Criteria

Sequential control systems will be designed according to the following design
criteria:

o     All controls for motor-operated and solenoid-operated devices within a
      system will be grouped according to their functions.

o     Each group will have two modes of operations: sequential automatic and
      sequential manual.

o     When in the sequential automatic mode, a group will be started or stopped
      by the operator with a single switching action, and the control system
      will automatically step through the sequence of operations. The control
      system will provide logic for each group to monitor starting permissives,
      initiate automatic operations, and alarm failure of the sequence and


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      abnormal conditions. Where necessary, provisions will be made for manual
      intervention in the operation of individual components.

o     When in the sequential manual mode, each step of the sequence will be
      initiated by the operator, and the appropriate groups of equipment will be
      started and stopped by the controller during each step. Transfer between
      sequential automatic and manual modes should bumpless.

o     Graphic displays will be available on the operator control console CRT's
      for the operator to follow the sequence of events during operation.

o     If the system control panel is located away from the main control room,
      each system will have a self-contained annunciator system, alarming
      abnormal operating conditions. Provision will be made for interfacing the
      local annunciator system with the plant DCS for critical alarm points.

Local Control Hardware

Small fans and pumps that have no direct impact on unit generation will be
controlled by local control switches. Switches will be momentary ON-OFF
pushbuttons or selector switches. A single red indicating light above the ON
pushbutton will indicate energization of the equipment motor, where required.


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                                                          Mechanical Engineering
                                                          Design Criteria
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MECHANICAL ENGINEERING DESIGN CRITERIA

Introduction

This section covers the design criteria which will be used for all mechanical
work related to this project.

Design Codes and Standards

Except for Emissions, Noise and Effluents, the design and specification of all
work will be in accordance with all applicable laws and regulations of the
federal government and applicable regional and local codes and ordinances.
Emissions, Noise and Effluents shall be as defined in the contract. A listing of
the codes and industry standards to be used in design and construction follows:

1)    The Anti Friction Bearing Manufacturers Association (AFBMA).

2)    American Gear Manufacturers Association (AGMA).

3)    American Institute of Steel Construction (AISC).

4)    Air Moving and Conditioning Association (AMCA).

5)    American National Standards Institute (ANSI).

6)    American Petroleum Institute (API).

7)    American Society of Heating, Refrigerating, and Air Conditioning Engineers
      (ASHRAE).

8)    American Society of Mechanical Engineers (ASME).

9)    American Society for Testing and Materials (ASTM).

10)   American Welding Society (AWS).

11)   American Water Works Association (AWWA).

12)   Edison Electric Institute (EEI).

13)   Heat Exchange Institute (HEI).

14)   Hydraulic Institute (HI).

15)   Institute of Electrical and Electronics Engineers (IEEE).

16)   Industrial Gas Cleaning Institute (IGCI).


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17)   Instrument Society of America (ISA).

18)   Manufacturers Standardization Society of the Valve and Fitting Industry,
      Inc. (MSS).

19)   National Electrical Manufacturers Association (NEMA).

20)   National Electric Code (NEC).

21)   National Fire Protection Association (NFPA).

22)   Occupational Safety and Health Administration (OSHA).

23)   Pipe Fabrication Institute (PFI).

24)   Steel Structures Painting Council (SSPC).

25)   Tubular Exchanger Manufacturers Association (TEMA).

26)   Underwriters' Laboratories (UL).

Other recognized standards will be used as required to serve as design,
fabrication, and construction guidelines when not in conflict with the
above-listed standards.

The codes and industry standards used for design, fabrication, and construction
will be the codes and industry standards, including all addenda, in effect as
stated in equipment and construction purchase or contract documents.

Piping

Piping will be designed, selected, and fabricated in accordance with the
following criteria:

Design Temperature and Pressure

The design pressure and temperature for piping will be consistent with
conditions established for the design of the associated system.

The design pressure of a piping system generally will be based on the maximum
sustained pressure that may act on the system plus 25 psi. The main steam piping
design pressure will be in accordance with applicable codes. All design pressure
values will be rounded up to the next 10 psi increment.

The design temperature of a piping system generally will be based on the maximum
sustained temperature which may act on the system plus 10 F. The piping design
temperature will be rounded up to the next 5 F increment.


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General Design and Selection Criteria

Piping will be designed in accordance with the requirements of the Code for
Pressure Piping, ANSI B31.1 - Power Piping, or other codes and standards
referenced in Design Codes and Standards, of this section, as applicable.

Piping which is 1-1/4, 5, or 7 inches in size will not be utilized for general
system design. However, it is recognized that short segments may be required at
connections to equipment.

Minimum wall thicknesses of straight pipe under internal pressure will be
designed in accordance with one of the following equations, as found in
Paragraph 104.1.2 of ANSI B31.1.

                    PDo
            tm = --------- + A    or
                 2(SE + Py)

                 Pd + 2SEA + 2 yPA
            tm = ----------------- ,
                 2(SE + Py - P)

      where

            tm =    minimum required wall thickness, inches,

            P  =    internal design pressure, psig,

            Do =    outside diameter of pipe, inches,

            d  =    inside diameter of pipe, inches,

            SE =    maximum allowable stress in material due to internal
                    pressure and joint efficiency.

            A  =    an additional thickness to compensate for threading,
                    mechanical strength, and corrosion or erosion, inches.

            y  =    a coefficient having the following values, as given in ANSI
                    B31.1, Table 104.1.2(A).


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<TABLE>
<CAPTION>
                                                              Temperature
                      -----------------------------------------------------------------------------------------------
                      900 degrees F                                                                    1150 degrees F
                           and                                                                               and
     Material             Below      950 degrees F   1000 degrees F   1050 degrees F   1100 degrees F       Above
--------------------  -------------  -------------   --------------   --------------   --------------  --------------
<S>                        <C>            <C>             <C>               <C>              <C>             <C>
Ferritic steels            0.4            0.5             0.7               0.7              0.7             0.7

Austenitic steels          0.4            0.4             0.4               0.4              0.5             0.7

Nonferrous materials       0.4
</TABLE>

Allowance for variations from normal operation, consideration for local
conditions, and transitions will be in accordance with Paragraphs 102.2.4 and
102.2.5 of ANSI B31.1.

The value of SE will not exceed that given in Appendix A of ANSI B31.1 for the
respective material at the design temperature. These values include the weld
joint efficiency.

The value of A must be selected to compensate for material removed in threading,
corrosion, and erosion and to provide mechanical strength. The following minimum
allowances should be applied.

o     Special wall piping 2-1/2 inches and larger - The value of A will be at
      least 0.0625 inch.

o     Schedule wall piping 2-1/2 inches and larger - The value of A will
      generally be zero except when additional thickness is considered necessary
      for a specific service.

o     Schedule wall piping 2 inches and smaller - The value of A should be
      selected to provide adequate mechanical strength. A minimum A value of
      0.062 inch is suggested but is not mandatory.

o     Threaded piping - The value of A will not be less than the depth of
      thread.

The pressure temperature ratings for plain end seamless schedule wall pipe will
be based on minimum wall values which are 87-1/2 percent of the nominal pipe
wall thicknesses with the value of A equal to zero. This will make allowance for
the minus 12-1/2 percent manufacturing tolerance on wall thickness.

The pressure temperature ratings for fusion welded, or forged and bored,
schedule wall pipe will be based on the appropriate manufacturing tolerances and
the required A value.

Material selection will generally be based on the design temperature and service
conditions in accordance with the following:

o     All power cycle piping will be of metallic materials.


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o     The use of fiberglass-reinforced plastic (FRP) and polyvinyl chloride
      (PVC) piping will be limited, as shown in Table 1.

o     Carbon steel piping materials will be used for design temperatures less
      than or equal to 750 degrees F.

o     2-1/4 percent chromium alloy steel piping materials will be used for
      design temperatures greater than 750 degrees F.

o     5 percent chromium alloy steel piping materials will be used where
      flashing may occur, including heater drains service.

o     Stainless steel piping materials will be used as follows:

      --    Piping applications requiring a high degree of cleanliness generally
            including injection water supply piping after strainers, air
            compressor inlet piping, miscellaneous lubricating oil system
            piping, and sampling piping after process isolation valves.

      --    Piping from deaerator vents, except piping to atmosphere after last
            valves.

      --    Demineralized water applications.

      --    Piping generally subjected to corrosive service applications.


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                                     Table 1
                        Application of PVC and FRP Piping
--------------------------------------------------------------------------------
Application Chart

--------------------------------------------------------------------------------
Application                                                   PVC         FRP
--------------------------------------------------------------------------------

Power Plant Thermal Cycle                                     None        None

Circulating Water System                                      None         *

Demin/H2O Treatment
  Demineralizer drains above ground                           X         None
  Demineralizer drains below grade (if applicable)            None        X

Circ. Water H2O Chem. Feed (Chlorine Solutions
  Above ground and direct ground burial                        X         None
  Cast into concrete                                          None        X

Roof Drains**                                                  X         None

Plant Equipment and Drains Piping***                           X          X

Overflow Drains on Chemical Solution Tanks                     X          --

Chemical Waste Pump Discharge                                  --         X

Potable Water Supply (Limited Applications)                    X          --

Sanitary Drains Piping                                         X          --
--------------------------------------------------------------------------------
Additional application rules for plastic (PVC, FRP, and HDPE) piping:

Limited to low-pressure applications. Normally system pressure drop and static
head. The pressure limited to 50 psig with exception of potable water
applications.

PVC will not be cast into concrete. FRP or metallic piping will be used.

PVC and FRP will only be purchased from specific suppliers identified for use on
a specific project.

Detailed installation and fabrication specs will be invoked on the project.

Certification of joiners will be specified.

Flanged pipe will be avoided, when possible, in chemically aggressive
application.

HDPE will only be used when needed to solve site-specific application issues,
subject to Westinghouse approval.

--------------------------------------------------------------------------------
* May be required for sea water and other highly corrosive waters when
significant economic incentive is demonstrated, subject to Westinghouse
approval.
** PVC above grade; ductile iron or cast iron below grade.
*** Generic drains are CS above grade and ductile iron or cast iron.
--------------------------------------------------------------------------------

o     Copper piping materials will be used for aboveground control air piping
      and for 2-inch and smaller service air piping in which cleanliness is
      critical.


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o     Underground circulating water piping will be either ductile iron or
      prestressed concrete embedded cylinder pipe with concrete-encased welded
      steel pipe at locations under buildings. Aboveground circulating water
      piping will be welded steel.

o     The above-listed materials, or other suitable piping materials listed in
      Miscellaneous Piping Design and Selection Criteria, below will be used
      where required for special service to meet specific requirements.

Materials selected for use with main cycle systems, except for condenser tubes
and tube sheet, will be free of copper materials.

Miscellaneous Piping Design and Selection Criteria

The minimum pipe size and wall thickness for miscellaneous piping, other than
control and instrument piping, will generally be in accordance with the
following criteria:

1)    The pipe size will be 3/4-inch minimum, except for sample piping.

2)    Sample piping shall be 3/8-inch stainless steel tubing, 0.065 minimum
      wall, to reduce sample lag time.

Control and Instrument Piping Design and Selection Criteria

Control and instrument piping will generally be designed in accordance with the
following criteria:

o     The piping and instrument diagrams will indicate the size and selection
      information for piping through the root valves. The line sizes and
      selection information of piping after the root valves will not be called
      out on the piping and instrument diagram. The size requirements for
      control and instrument piping are stated in Control Engineering Design
      Criteria, of this Project Design Manual.

o     Pressure connections and piping through the root valves for all pressure
      indicators, pressure switches, pressure transmitters, etc., will be as
      indicated for miscellaneous piping.

o     Flow transmitter connections and piping through the root valves will be
      3/4 inch for all piping except orifice flanges where 1/2-inch piping and
      valves will be used.

o     Level switch connections and piping through root valves will be 3/4 inch.

o     Level controllers and level transmitters of the differential pressure type
      will have connections and piping through root valves of 3/4 inch.


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o     Level controllers and level transmitters of the differential pressure type
      will have connections and piping through root valves of 3/4 inch.

o     Instrument columns at tanks and pressure vessels will generally be 2-1/2
      inch minimum.

Vent and Drain Piping Design Criteria

Vent and drain piping will generally be in accordance with the following
criteria:

o     Vent and drain piping through the isolation valve to the vent or drain
      line termination will be as described for miscellaneous piping.

o     Vent connections will be provided at all high points in water and oil
      piping, and all high points in other piping, including steam lines, which
      will be hydrostatically tested.

o     Drain connections will be provided at all nondrainable points in steam,
      water, and oil piping, and all other piping, which will be hydrostatically
      tested.

o     Drain connections will be provided at all control valve stations. The
      drain will be located to drain the control valve as completely as
      possible.

o     All vent and drain connections will be provided with isolation valves. All
      vents will use globe valves. All drains will use gate valves to resist
      pluggage, if possible. Otherwise, globe valves will be used for drains.

o     Vent and drain connections that require frequent operation will be piped
      to a suitable drain. Vent or drain connections that will normally require
      operation at a time when hot fluids will be discharged will be piped to a
      safe termination point (drain funnel or floor area discharge). All other
      connections will terminate with the isolation valve.

Piping Materials

Piping materials will be in accordance with applicable ASTM and ANSI standards.
Materials to be incorporated in permanent systems will be new, unused, and
undamaged. Piping materials will generally be in accordance with the following
criteria:

o     Steel and Iron Pipe: Carbon steel piping 2-inch nominal size and smaller
      will be ungalvanized ASTM A 106, Grade B minimum.

o     Carbon steel piping 2-1/2-inch through 26-inch nominal size will be
      ungalvanized ASTM A 53, Grade B seamless or A 106, Grade B, with the
      indicated grades as a minimum. Carbon steel piping larger than 26-inch
      nominal size will be ASTM A 672 Grade B70, Class 21, for steam service,
      and ASTM A 134 (with ASTM A 283 Grade C plate material) for cold water
      service, with the industrial grades as a minimum.


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o     The use of ASTM A 53 piping material will be limited to 2-1/2-inch nominal
      size and larger piping, with a design temperature of 200 F or less and a
      design pressure of 200 psig or less.

      Alloy steel pipe, including large-diameter special wall pipe, will be
      ungalvanized seamless type. Alloy steel pipe with a 2-1/4 percent chromium
      content will conform to ASTM A 335, Grade P22. Alloy steel pipe with a 5
      percent chromium content will conform to ASTM A 335, Grade P5. Alloy steel
      pipe with a 9 percent chromium content will conform to ASTM A335, Grade
      P91.

      Stainless steel pipe will be ASTM A 312, Grades TP 304, TP 304L, TP 316,
      or TP 316L, seamless piping. All stainless steel piping materials will be
      fully solution annealed prior to fabrication. The type 316 materials will
      be utilized for high resistance to corrosion. the type 316L materials will
      be utilized for applications requiring hot working (welding, etc.) and
      when the piping will handle solutions that are high in chlorides.

      Schedule numbers, sizes, and dimensions of all carbon steel and alloy
      steel pipe will conform to ANSI B36.10. Sizes and dimensions of stainless
      steel pipe designated as Schedule 5S, 10S, 40S, or 80S will conform to
      ANSI B36.19. Schedule numbers, sizes, and dimensions of stainless steel
      pipe not designed as 5S, 10S, 40S, or 80S will conform to ANSI B36.10.

      Steel plate piping will be of the welded straight seam type.

      Miscellaneous pipe 2 inches and smaller will be color coded the full
      length of each pipe to indicate different types and grades.

o     Rubber-Lined Pipe. Lining materials for rubber-lined carbon steel pipe,
      method of application, and lining manufacturer will be chosen in
      accordance with the service requirements.

o     Copper Alloy Pipe. Copper alloy pipe will conform to ASTM B 43, Seamless
      Red Brass Pipe.

o     Polypropylene-Lined Pipe. Polypropylene-lined pipe will be ASTM A 53 steel
      pipe with an applied liner of polypropylene. The pipe will be as
      manufactured by Dow Chemical Company, Resistoflex Corporation, Peabody
      Dore, or acceptable equal.

o     Fiberglass-Reinforced Plastic Pipe. Fiberglass-reinforced plastic pipe
      will be chosen in accordance with the specific service requirements.

o     Polyvinyl Chloride Pipe. Polyvinyl chloride (PVC) pipe will conform to
      ASTM D 1785 or ASTM D 2241. PVC piping for roof and floor drain service
      shall conform to ASTM D 2665.

o     Alloy 20 Pipe. CR-Ni-Fe-Mo-Cu-Cb stabilized alloy piping (Alloy 20) will
      conform to ASTM B 464 UNS NO8020.


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Tubing Materials

Tubing materials will generally be in accordance with the following criteria:

o     Copper Tubing. Copper tubing 3/8 inch and smaller will be light-drawn
      temper tubing conforming to ASTM B 75. Copper tubing 1/2 inch and larger
      will be ASTM B 88, type K drawn temper.

o     Copper tubing will be oxygen-free or phosphorus-deoxidized copper.
      Oxygen-bearing tough pitch copper tubing will not be used.

o     Stainless Steel Tubing. Stainless steel tubing will conform to ASTM A 213,
      Type 316. All stainless steel tubing will be the fully annealed type, with
      a carbon content greater than 0.04 percent. Stainless steel tubing for use
      with tubing fittings will not exceed Rockwell B80 hardness.

o     Tubing Wall Thickness. Wall thickness for tubing shall be in accordance
      with this specification

Fitting Materials

Fittings will be constructed of materials equivalent to the pipe with which they
are used, except for polypropylene-lined cast iron or ductile iron fittings
which will be used with polypropylene-lined steel pipe, and rubber-lined cast
iron or ductile iron fittings which will be used with rubber-lined steel pipe.

o     Steel Fittings. Steel fittings 2-1/2 inches and larger will be of the butt
      welding type, and steel fittings 2 inches and smaller will be of the
      socket welding type.

o     Butt Welding Fittings. The wall thicknesses of butt welding fittings will
      be equal to the pipe wall thickness with which they are used. The fittings
      will be manufactured in accordance with ANSI B16.9, ANSI B16.28, and ASTM
      A 234 or ASTM A 403.

o     Forged Steel Fittings. Forged steel fittings will be used for socket weld
      and steel-threaded connections and will conform to ANSI B16.11. The metal
      thicknesses in the fittings will be adequate to provide actual bursting
      strengths equal to or greater than those of the pipe with which they are
      used.

      The minimum class rating of socket weld and threaded fittings used with
      various pipe schedules will be Class 3000 and Class 2000, respectively.

o     Cast Steel-Flanged Fittings. Cast carbon steel-flanged fittings will
      conform to ANSI B16.5 and will be of materials conforming to ASTM A 216
      Grade WCB.


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o     Adapters. Reducing outlet tees or specially designed adapters shall be
      used for branch piping 2-1/2 inches and larger. The type of branch
      connection shall be determined and run sizes as indicated in the following
      tables. Specially designed adapters must be postweld heat treated, when
      required by the material specification. Specially designed adapters will
      be Weldolets or Sweepolets, as manufactured by Bonney Forge and Tool
      Works, WFI International, Inc. or equal.

      Branch connections 2 inches and smaller will be made with special
      reinforced welding adapters, Bonney Forge and Tool Works Thredolets or
      Sockolets or equal, or will be special welded and drilled pads.

o     Rubber-Lined Pipe Fittings. Flanged cast iron or ductile iron fittings
      used with rubber-lined pipe will be lined with the same materials as the
      pipe with which they are used.

o     Brass and Bronze Fittings. Screwed brass and bronze pipe fittings will
      conform to ANSI B16.15. Flanged brass and bronze pipe fittings will
      conform to ANSI B16.24.

o     Polypropylene-Lined Ductile Iron Fittings. Flanged ductile iron fittings
      used with polypropylene-lined steel pipe will be ductile iron fittings
      conforming to ANSI A21.10 and will be lined with the same material as the
      pipe with which they are used.

o     Fiberglass-Reinforced Plastic Fittings. Fittings and joints for use with
      fiberglass-reinforced plastic pipe will be compatible with and furnished
      by the same company as the fiberglass pipe.

o     Polyvinyl Chloride Fittings. Polyvinyl chloride pipe fittings will be
      manufactured from PVC material of the same type as the pipe with which
      they are used. The fittings will have socket ends with internal shoulders
      designed for solvent cementing.

o     Tubing Fittings. Brass fittings will be used with ASTM B 75 copper tubing
      and will be of the flareless "bite" type (Swagelok or similar). Braze
      joint fittings will be used with ASTM B 88, Type K copper tubing and will
      be wrought copper, bronze, or brass conforming to ANSI B16.22.

      Stainless steel fittings will be used with stainless steel tubing.
      Fittings for use with stainless steel tubing in sizes smaller than 3/4
      inch will be of the flareless "bite" type (Swagelok or similar), and
      fittings for use with tubing in sizes 3/4 inch and larger will be socket
      weld type conforming in general design to ANSI B16.11. Fitting material
      and bursting strength will be equivalent to the tubing with which they are
      used.


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Flanges, Gaskets, Bolting, and Unions

Flanged joints will be in accordance with the following requirements:

o     Flange Selection. Flanges mating with flanges on piping, valves, and
      equipment will be of sizes, drillings, and facings which match the
      connecting flanges of the piping, valves, and equipment.

      Flange class ratings will be adequate to meet the design pressure and
      temperature values specified for the piping with which they are used.

      Flanges will be constructed of materials equivalent to the pipe with which
      they are used.

o     Steel Flanges. Steel flanges will conform to ANSI B16.5.

      Steel flanges 2-1/2 inches and larger will be of the weld neck or slip-on
      type, and all steel flanges 2 inches and smaller will be of the socket
      type. Slip-on flanges will generally be used only when the use of weld
      neck flanges is impractical. Steel flanges will have raised-face flange
      preparation. Flat-face flanges will be used to mate with cast iron,
      ductile iron, fiberglass-reinforced plastic, polyvinyl chloride, or bronze
      flanges.

      Carbon steel flanges will be of ASTM A 105 material. Carbon steel flanges
      will not be used for temperatures exceeding 750F.

      Chromium alloy steel and stainless steel flanges will conform to ASTM A
      182.

o     Brass and Bronze Flanges. Brass and bronze screwed companion flanges will
      be plain faced and will conform to Class 150 or Class 300 classifications
      of ANSI B16.24. Drilling will be in accordance with ANSI Class 126 or
      Class 250 standards.

Compressed fiber gaskets will be used with flat-face and raised-face flanges
within the limitations of the gasket materials. Spiral-wound gaskets will be
used with raised-face flanges for steam service. Gaskets containing asbestos are
not acceptable.

Gaskets will be suitable for the design pressures and temperatures.

o     Compressed Fiber Gaskets. Compressed fiber gaskets will be in accordance
      with ANSI B16.21, and materials will be suitable for a maximum working
      pressure of 600 psi and a maximum working temperature of 750 F. Gaskets
      will be dimensioned to suit the contact facing. They will be full faced
      for flat-face flanges and will extend to the inside edge of the bolt holes
      on raised-face flanges. Gaskets for plain-finished surfaces will be not
      less than 1/16 inch thick and, for serrated surfaces, will be not less
      than 3/32 inch thick. The gaskets shall be selected for the service
      requirements in accordance with the manufacturer's recommendations.


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o     Spiral-Wound Gaskets. Spiral-wound gaskets will be constructed of a
      continuous stainless steel ribbon wound into a spiral with nonasbestos
      filler between adjacent coils. The gasket will be inserted into a steel
      gauge ring whose outside diameter will fit inside the flange bolts
      properly positioning the gasket. The gauge ring will serve to limit the
      compression of the gasket to the proper value. Compressed gasket thickness
      will be 0.130 inch plus or minus 0.005 inch. The filler material shall be
      Flexite Super, as manufactured by Flexitallic Gasket Company or acceptable
      equal.

o     Ring Joint Gaskets. Ring joint gaskets will be octagonal in cross section
      and will have dimensions conforming to ANSI B16.20. Material will be
      suitable for the service conditions encountered and will be softer than
      the flange material.

o     Rubber Gaskets. Rubber gasket materials will be cloth-inserted sheet
      rubber, Johns-Manville Style 109 or equal, and will conform to ANSI
      B16.21. They will be full face and 1/16 inch thick.

Flange bolting will conform to the following requirements:

o     Alloy steel bolting will be used for joining all steel flanges, except for
      large diameter low pressure water pipe flanges and will conform to the
      following:

      --    Bolting will conform to the requirements of ANSI B16.5.

      --    Bolting will consist of threaded studs and two nuts for each stud.

      --    Material for studs will be ASTM A 193, Grade B16, for piping design
            temperatures 750 F and above, and Grade B7 for piping design
            temperatures less than 750 F.

      --    Material for nuts will be ASTM A 194, Grade 3, for piping design
            temperatures 750 F and above, and Grade 2H for piping design
            temperatures less than 750 F.

o     Carbon steel bolting will be used for joining flanges on large diameter
      low pressure water piping and will conform to the following:

      --    Bolting will conform to the requirements of ANSI B16.1 and ANSI
            B16.24.

      --    Bolting for bolt sizes 1-1/2 inches and larger will consist of
            threaded studs and two nuts. Bolting for bolt sizes less than 1-1/2
            inches may be threaded studs and nuts or bolts and nuts.

      --    Bolts and nuts will be heavy hexagonal head conforming to ANSI
            B18.2.

      --    Materials will be ASTM A 307, Grade B.


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o     Buried and outside bolting will be cadmium plated in accordance with ASTM
      A 165 or zinc plated in accordance with ASTM A 153.

Piping unions will be of the ground joint type constructed of materials
equivalent in alloy composition and strength to other fittings in the piping
systems in which they are installed. Union class ratings and end connections
will be the same as the fittings in the piping systems in which they are
installed.

Steel unions will have hardened stainless steel seating surfaces on both faces.

Cathodic Protection

Where required, underground piping will be electrically isolated from
aboveground piping and other steel components to allow the underground piping to
be cathodically protected. Isolation will be achieved by installation of
isolation flanges with insulating gaskets, bolt tubes, and washers.

Piping Fabrication

Piping fabrication will generally be in accordance with the requirements stated
herein.

Dimensions

The dimensions indicated on the drawings will not make allowance for welding
gaps or welding shrinkage, unless specifically required. Allowances will be made
for gaskets in the dimensions indicated. Fabrication will be to within plus or
minus 1/8-inch of the dimensions indicated on the drawings. When the symbol
"FC", meaning field check, appears on the drawings, the piping so indicated will
be fabricated long and cut to fit in the field.

The wall thickness and outside pipe diameter of all special wall piping will be
measured and recorded prior to fabrication. The spool weights of all special
wall piping will be calculated based on the actual dimensions of the piping.

Fittings

Fittings such as tees, crosses, elbows, caps, and reducers will be used for all
changes in direction, intersections, size changes, and end closures of piping,
unless the use of fittings is impractical.

Couplings will be used for joining straight lengths of 2-inch and smaller
piping.

Branch welds and mitered fittings will not be used except where specifically
required. The radius of mitered fittings will be equal to the diameter of the
pipe, and mitered segment angles will not exceed 15 degrees for aboveground
piping and 22-1/2 degrees for below ground piping.


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Welding adapters, drilled and welded pads, and branch weld connections will be
reinforced to meet the requirements of Paragraph 104.3 of ANSI B31.1. Safety
valve nozzles will be additionally reinforced, as required, to resist thrust due
to valve operation.

Welder Qualification and Welding Procedures

Welding procedures shall be written and qualified and welders, and welding
operators will be qualified in accordance with the requirements of Section IX of
the ASME B&PV Code. Records of the names of the welders who make each weld will
be maintained.

Documentation relative to the welder, welding operator, and procedure
qualification will be made available at a location where the work is being
performed and will be available for audit.

Qualification of field welders will be performed at the plant site or at other
facilities acceptable to the site manager.

The Contractor will obtain the service of an independent testing laboratory to
witness the welding, perform the required tests, and report results. The
Contractor will furnish all materials, welding equipment, and supplies for the
tests.

Welding Methods

Welding will be performed using an electric arc welding process. Only the
following welding processes will be permitted, subject to proper code
qualification:

o     Shielded metal arc.


o     Gas tungsten arc (GTAW).


o     Flux cored arc (except self-shielded electrodes).


o     Gas metal arc (except short-circuiting transfer mode).

o     Submerged arc.

Field welds in piping systems will be made using the gas tungsten arc process
for the first welding pass. The remaining weld passes will be made using one of
the processes listed above.

All gas tungsten arc welds will be made with the addition of filler metal.

Backing rings will not be used for shop or field welds except where specifically
permitted by the System Field Welding and End Preparation List.

The application of heat to correct weld distortion and dimensional deviations in
austenitic stainless steels will be prohibited.


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Butt Weld End Preparation and Piping Fit-Up

Preparation of weld ends and fit-up will be in accordance with the requirements
stated below and the Field Butt Weld End Preparation details as shown in ANSI
B16.25.

Base metals for butt weld joints will be prepared by machining or mechanized
oxygen cutting. In specific instances where the use of the above equipment is
impractical, permission will be secured if hand oxygen cutting is to be
substituted. All slag and irregularities will be removed from oxygen cut ends
and hand cut ends will be ground smooth.

The butt weld end preparation of the base metals for shop welded joints will be
prepared as required by the welding procedure used.

The butt weld end preparation of the base metals for all field weld joints in
Contractor-furnished, shop-fabricated piping will be prepared in the
fabricator's shop in accordance with the System Field Welding and End
Preparation List and the referenced Field Butt Weld End Preparation detail
drawings. Counterbore diameters for special wall piping specified by minimum
wall will be determined in accordance with PFI ES-21.

To assure satisfactory fit-up for circumferential butt welds in piping systems
fabricated of rolled and welded plate, the following procedures will be
followed:

o     The difference between major and minor diameters for a distance of 3
      inches from the ends of the pipe will not exceed 1/8 inch or 1 percent,
      whichever is less.

o     If weld metal is used to obtain concentricity, the weld deposit will be
      free from porosity or other defects, and the inside surface will be ground
      smooth and blended smoothly into the pipe wall.

o     Upon completion of the weld buildup and finishing procedures, the weld
      will be inspected and radiographed in accordance with the applicable
      testing and inspection requirements for the pipe prior to shop welding to
      other sections or prior to shipment.

Terminals of equipment, valves, and piping accessories will be prepared for
welding in accordance with the System Field Welding and End Preparation List and
the Field Butt Weld End Preparation detail drawings. The weld end preparation
used for the mating end will be designed for compatibility with those end
preparations.

Piping which is being furnished "long" will be field cut to fit and prepared for
welding. The end preparation will be compatible with the mating end. Butt
welding ends of field-modified pipe will be prepared in accordance with the
Field Butt Weld End Preparation details.

Mating end joints between shop-fabricated sections will be prepared in the shop
for field welding in accordance with the System Field Welding and End
Preparation List and the field Butt Weld End Preparation details.


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Radial misalignment of inside surfaces of field-welded joints will not exceed
the value indicated on the applicable butt weld end preparation detail.

Control of inside diameters of weld ends will be by means of selection of piping
components, addition of weld metal and machining, or machining, as required.

Machining will be in accordance with the Field Butt Weld End Preparation
details.

Welding Filler Metal

When low hydrogen-type electrodes are used in welding procedures, the method
used for storing, handling, baking, drying, and reconditioning will be explained
in welding procedures or in a separate electrode control procedure.

Submerged arc multipass welds in carbon steels and all welds in alloy steels and
corrosion-resistant steels will use essentially a neutral flux.

Electrode numbers E6012, E6013, and E7014 will not be used for strength or seal
welds in piping systems.

The maximum diameter electrode used for shielded metal arc welding of austenitic
stainless steel will be 5/32 inch.

The maximum diameter filler rod used for gas tungsten arc welding of austenitic
stainless steel will be 1/8 inch.

Weld Reinforcement Limits

The interior and exterior surfaces of double-welded butt joints and the exterior
surfaces of single-welded butt joints will be sufficiently free from coarse
ripples, grooves, abrupt ridges, and valleys to be within the maximum
reinforcement limits permitted by ANSI B31.1

The interior reinforcement of single-welded butt joints will not exceed the
limits stated below. The reinforcement will be determined from the higher of the
abutting surfaces involved.

The internal reinforcement of welds not accessible for visual examination may be
evaluated by suitable nondestructive examination methods. All defective welds
will be repaired, regardless of the examination method by which they are
discovered.

Welding concavity, grinding, "suck-back," or other conditions will not result in
a weld thickness less than the minimum wall thickness of the base metal.

Arc strikes in P-5 Group 2 material will be confined to the area to be covered
by the weld. Arc strikes outside the weld area will be removed by grinding to a
smooth contour. The ground area will be visually examined for cracks, porosity,
and blemishes. Any defects in the ground areas


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will be removed and/or repaired. Ground areas may be left unrepaired if minimum
base metal thickness requirements have not been violated.

Backing Rings

Backing rings shall not be used.

Welding Preheat and Interpass Temperature

Preheat and interpass temperatures will be maintained in accordance with the
requirements of the applicable code. Electric or gas heat sources which provide
a uniform application of heat over the weld area will be used.

The maximum preheat and interpass temperatures for austenitic stainless steels
will be 350 F.

Postweld Heat Treatment

Stress relief of all welds will be performed in accordance with the requirements
of the applicable code. All welding zones, bends, and hot-formed sections will
be fully stress relieved, as required by the code.

Code requirements under the code for Pressure Piping, ANSI B31.1, Power Piping,
include stress relieving for piping materials generally being used in accordance
with the following criteria:

o     Piping of ASME Section IX, P Number 1 materials with wall thickness
      greater than 3/4 inch, including piping fabricated to the following ASTM
      specifications:

      --    A 53, Grades A and B

      --    A 106, Grades A, B, and C

      --    A 672, Grade B70, Class 21

o     Piping of ASME Section IX, P Number 4 materials to which less than 250 F
      minimum preheat has been applied, and piping of P Number 5 materials with
      3 percent or lower chromium content to which less than 300 F minimum
      preheat has been applied, with wall thickness greater than 1/2 inch or
      with nominal diameter greater than 4 inches, or with maximum specified
      carbon content over 0.15 percent, including piping fabricated to the
      following ASTM specifications:

      --    A 335, Grades P11 and P22

o     Piping of ASME Section IX, P Number 5 materials with greater than 3
      percent chromium content, including piping fabricated to the following
      ASTM specification:


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      --    A 335, Grade P5 and P91

Detailed instructions for postweld heat treatment will be given in the
applicable welding procedure specification or in a separate heat treatment
procedure.

Wherever possible, stress relieving will be performed by slowly heating the
entire assembly to the specified temperature, holding the temperature for the
required length of time, and then allowing the assembly to cool. Where this
procedure is impractical, local stress relieving may be employed.

Sections of pipe containing flow nozzles will not be full furnace stress
relieved.

Heating will be by means of electric induction coils, electric resistance coils,
or suitable gas burners. Oxyacetylene flame heating or exothermic chemical
heating methods will not be permitted.

Stress relieving is not required for seal welds.

Bends

Pipe bending will be used only when specifically required or where the use of
elbows is impractical.

All bends will be smooth, without buckles, and truly circular. The allowable
flattening, as determined by the difference between the minor and major axes,
will not be greater than 5 percent of the nominal diameter.

Allowance will be made for thinning of the pipe wall in accordance with the
requirements of paragraph 102.4.5 of ANSI B31.1 to assure that minimum wall
thickness after bending is not less than the minimum wall thickness required.

o     Shop Bending. Cold bending will not be permitted. Pipe to be bent will
      generally be sand filled and firmly tamped. The pipe will be uniformly
      heated to a temperature between 1,700 F and 2,000 F, but not exceeding
      2,000 F. Bending will not be done when the pipe temperature is less than
      1,400 F on carbon steel pipe or less than 1,650 F on alloy pipe. A minimum
      amount of water may be used to set carbon steel pipe bends. Upon
      completion of the bending operation, the pipe will be allowed to cool
      slowly in still air to approximately 700 F before removing the sand.

      Hot and cold reheat piping and other large-diameter, thin-wall pipe will
      be bent by the incremental bending process, if required, to meet the
      requirements stated above for ovality and wall thickness. Incremental
      bending may be done by the induction coil heating method or by the gas
      ring heater method.


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o     Field Bending. Cold bending in the field will be limited to seamless pipe
      in sizes 1 inch and smaller when operating pressures or temperatures do
      not exceed 250 psi or 450 F. The minimum radius of cold bends will not be
      less than 8 nominal pipe diameters.

      Bends in Schedule 40 pipe, or in heavier pipe having bending radii not
      less than six nominal pipe diameters, will have no buckle deeper than 1.0
      percent of nominal pipe diameter.

      Hot bending in the field will be limited to seamless carbon steel pipe in
      sizes 4 inches and smaller. The minimum radius of hot bends will not be
      less than five nominal pipe diameters. All pipe to be bent will be
      uniformly heated to a temperature between 1,700 F and 2,000 F, using
      electric resistance heating or fuel-fired burners. Oxyacetylene flame
      heating will not be permitted. Suitable provisions will be made for
      maintaining uniform wall thickness and cross-sectional areas by sand
      filling, dies, or other means.

Piping Attachments

All lugs, ears, and other attachments for support of piping will be welded to
the piping. Attachments for piping systems which must be stress relieved will be
welded to the pipe prior to final stress relieving. Attachments on
shop-fabricated piping which must be stress relieved will be shop welded to the
piping.

Erection lugs will be furnished for all field weld joints in vertical pipe over
12 inches in diameter in the following piping systems:

o     Main Steam

o     Boiler Feed (boiler feed pump discharge and suction piping only).

Piping in vertical runs which are greater than 10 feet long, and which will be
insulated, will be provided with lugs and collars for support of the insulation.
Lugs on piping which must be stress relieved will be welded to the pipe prior to
final stress relieving. Lugs on shop-fabricated piping which must be stress
relieved will be shop welded to the piping.

All attachments will be of the same material as the piping on which they are
installed.

Flow Nozzles and Orifices

Weld-in type flow nozzles will be installed, and the inside of the pipe bored,
in complete conformance with details and recommendations of the flow nozzle
manufacturer.

Each section of piping containing a weld-in type flow nozzle will indicate the
direction of flow and the flow nozzle number stamped on a steel band securely
attached to the pipe.

Flanges for orifices will be of the orifice flange type.


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Brazed Joints

Brazing will be accomplished in accordance with the requirements specified in
ANSI B31.1.

Brazing filler metals will be either silver or copper-phosphorus alloys. Filler
metals containing phosphorus will not be used for brazing steel or nickel base
materials.

Fiberglass-Reinforced Plastic Pipe Joints

Joints in fiberglass-reinforced plastic piping will be in accordance with the
pipe manufacturer's standards.

All joints will be made by certified joiners. Individual joiners will be trained
and certified by an independent testing organization, such as Peabody Testing,
for the specific pipe brand, type of joint, and pipe sizes to be used.

The certification procedure will be submitted for review prior to beginning the
work. The certification program will provide for training and examination of
persons who will assemble the pipe joints and will include as a minimum
equipment training, joint preparation, fitting, bonding, curing, repair, and
testing by written examination and by testing of a joined pipe.

A copy of the current certificate for each joiner will be submitted prior to
commencement of the work by any particular joiner.

PVC Pipe Joints

Joints in polyvinyl chloride (PVC) piping will be of the solvent cemented type
and will be carefully made, using methods recommended by the pipe manufacturer.

Inspection and Testing

Inspection and testing of piping will be performed in accordance with the
requirements of the applicable code and in accordance with the following
criteria.

Pressure testing of piping assemblies, including hydrostatic, pneumatic, and
in-service leak testing, will be performed on the system assemblies upon the
completion of erection. Shop leak testing of piping will not be required. All
underground piping to be tested will be pressure tested prior to backfilling the
line. Testing will be performed in accordance with the following methods for the
indicated piping.

o     Hydrostatic testing of piping will be performed with cold water at 1-1/2
      times the design pressure of the piping. This will generally include the
      following piping:


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      --    Boiler external piping hydrostatically tested with the steam
            generator, including main steam, boiler vents and drains, instrument
            piping to the second root valve, and economizer feedwater inlet
            piping.

      --    Boiler feed pump discharge to economizer inlet, including superheat
            and reheat desu-perheater piping.

      --    Fuel oil piping (water, not fuel oil, will be used for test).

      --    Fuel gas piping.

      --    All underground piping.

      --    All water system piping.

      Piping for which isolation by valving or blanking is impractical
      (open-ended vents and drains after the last valve, safety valve vent
      stacks, etc.) will not be hydrostatically tested. Piping between isolation
      valves and connected equipment that is not leak tested (piping connected
      to atmospheric tanks, main steam, reheat steam extraction steam, and steam
      seal piping connected to the turbine, etc.) will not be hydrostatically
      tested. Piping connected to equipment that is leak tested will be
      hydrostatically tested at the lowest test pressure of items involved in
      that test (pumps and discharge piping to the first isolation valve will be
      tested at the pump suction piping test conditions, if the suction test
      conditions are lower). Temporary piping for use only during construction
      (including temporary blowout piping) will not be hydrostatically tested.

      Piping that will be hydrostatically tested, but which would be adversely
      affected by rust, will be tested with chemically treated water. After the
      completion of testing and acceptance, the piping will be completely
      dewatered and dried. This will generally include high-pressure (design
      pressure above 150 psi) compressed gas piping and other high-pressure
      systems requiring a high degree of cleanliness.

o     Pneumatic testing will be provided for all pressure piping that should not
      be subject to water filling. This will generally include the following
      piping:

      --    Low-pressure (design pressure less than or equal to 150 psi)
            compressed gas piping conveying hydrogen, carbon dioxide, nitrogen,
            welding (MAPP) gas, and chlorine.

      --    Station air and control air piping.

      --    Condensate polisher and demineralizer concentrated chemical piping.

      Lines to be leak tested by pneumatic testing will be given an application
      of a leak detection fluid which will reveal the presence of leaks by an
      easily visible means, such as bubble for-


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      mation. The pneumatic test pressure will generally be limited to 150 psi,
      with the chemically treated water hydrostatic test to be preferred for
      higher pressure applications.

      Leak tolerances in control and instrument piping will be determined in
      conformance with ISA Tentative Recommended practice RP-7.1.

      Instruments will be carefully protected against overpressure during
      testing of piping.

o     In-service leak testing will be performed for all pressure piping that is
      not hydrostatically or pneumatically tested by tests that are in full
      accordance with the applicable code. This will include piping for which
      hydrostatic and pneumatic tests are not performed, and piping for which
      the tests are performed at less than the test pressure required by the
      applicable code. This will include piping connected to equipment that is
      not tested, and piping tested with interconnected piping and equipment
      that have lower test pressure requirements.

Nondestructive testing of piping will be performed as discussed herein.
Nondestructive testing will generally include visual, radiographic, magnetic
particle, liquid penetrant, and ultrasonic examinations.

o     Radiographic examination will be performed on welds requiring examination
      under the code.

o     Magnetic particle and liquid penetrant examination will be performed as
      required by the applicable code.

o     Ultrasonic tests will be performed as required by the applicable code.

o     Visual examination of welds will be performed by personnel qualified and
      certified in accordance with AWS QCI, Standard for Qualification and
      Certification of Welding Inspectors.

Cleaning and Painting

The exterior and interior surfaces of all piping will be thoroughly cleaned of
all sand, mill scale, greases, oils, dirt, and other foreign materials.

The interior surfaces of piping which will be exposed to steam or feedwater
(including all main cycle water systems) will be shot blast cleaned by thorough
blast cleaning, using a nonsiliceous blasting material. The use of a
silicon-containing material on these surfaces will not be permitted. After
cleaning, the interior surfaces of all piping will be thoroughly blown dry and
protected with a completely water-soluble preservative coating.

After completion of forming operations and shop fabrication, the interior
surfaces of carbon steel piping for use with lubricating oil systems will be
pickled. The piping will be thoroughly cleaned by immersion in a hot alkaline
cleaning solution or by alkaline steam jet cleaning. After cleaning, the pipe
will be pickled by immersion in hot dilute hydrochloric or sulfuric acid to


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which a suitable inhibitor has been added to prevent attack on the bare metal.
The piping will then be thoroughly rinsed for removal of acid and dried. After
drying a suitable rust preventive will be applied to the inside of the pipe. The
rust preventive will be readily soluble in oil.

The interior surfaces of piping other than shot blast cleaned or pickled piping
will be cleaned with rotary tools or by wire brushing, as described in the PFI
Standard ES-5, Articles 4.2.1 and 4.2.2.

The external surface of uninsulated, above ground, shop-fabricated carbon steel
pipe shall be cleaned in accordance with the requirements of SSPC-SP-6 and given
one spray-applied coat of red alkyd primer applied to a minimum dry film
thickness of 2 mils. Primers will be capable of withstanding a constant
temperature of 200 F, minimum. The following listed primers (or an acceptable
equal) will be used:

o     Carboline GP 18 Zinc Chromate Red Oxide Primer

o     Koppers 622 Rust-Penetrating Primer

o     Mobil 13-R-50 Zinc Chromate Iron Oxide Primer.

o     Tnemec 10-99 Red Primer

      Flange faces will not be painted but will be given an application of an
      easily removable rust-preventive compound.

      All machined surfaces will be coated with rust-preventive paint. The paint
      will be consumable in the welding process. The coating will be
      Deoxaluminite, as manufactured by the Special Chemicals Corporation, or an
      equivalent coating.

External surfaces of carbon steel pipe which will be insulated shall be cleaned
of all rust, dirt, and mill scale prior to the installation of insulation.

Pipe Supports and Hangers

The term "pipe supports" includes all assemblies such as hangers, floor stands,
anchors, guides, brackets, sway braces, vibration dampeners, positioners, and
any supplementary steel required to attach pipe supports.

Design and Selection Criteria

All support materials, design, and construction will be in accordance with the
latest applicable provisions of the Power Piping code, ANSI B31.1.

All support components with the exception of springs shall be designed with a
minimum safety factor of five based on the ultimate strength of the material.
The safety factor will be relative to


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either the minimum service strength, or the load, whichever is greater.
Components listed below will meet or exceed the minimum strength and size
requirements specified below.

Structure attachment components will be fastened by welding or bolting. Pipe
supports will be attached to concrete by cast-in-place studs or plates. Where it
is not practical to cast studs or plates into the concrete, anchor bolts with a
minimum pullout safety factor of five will be used. Anchor bolts will be
cone-expansion type, conforming to Federal Specification FF-S-325, Group II,
type 4, Class 1 or 2. Minimum thickness of steel plate bearing against concrete
will be as follows:

Supplementary support beams, required for attachment of supports to building
structure, will be attached by means of clip angles. Clip angles will be
designed for welding to the web of building structure beams or columns. Clip
angles will conform to "Framed Beam connections," as shown on the latest AISC
Manual of Steel Construction. Clip angles will be sized to match support beam
strength. Clip angles may be securely attached by bolting to the beam for
installation ease. Bolting will be through elongated holes in the beam web.
Permanent attachment of clip angles will be by field welding.

Pipe attachments will generally be pipe clamps or lugs. Pipe attachments will be
rigid relative to the piping and insulation and will extend sufficiently outside
insulation, if any, to permit free installation and operation of other support
components. insulation saddles, securely attached by welding or bolted clamps,
will be used where required to prevent damage to insulation. On piping other
than steel or iron, the piping manufacturer's recommendations will be followed.

Material for clamps, lugs, bolts, studs, and nuts will be carbon steel for
piping 750 F or less and will be alloy steel for piping greater than 750 F.
Alloy clamps will be hot forged and stress relieved after forming. Piping
attachments for nonmetallic pipe will meet the following minimum requirements:

o     The minimum recommendations of the piping manufacturer will be met or
      exceeded.

o     Piping attachments will not bear load by a point. Their width will equal
      or exceed the square root of the outside diameter of the piping (thus,
      4-inch OD piping minimum clamp width equals 2 inches), and they will bear
      around 120 degrees or more of the circumference.

o     In general, clamps will not be clamped tight and hard on the piping. Where
      piping attachment must grip the piping by clamping, a soft, Shore 50-60
      rubber pad will be provided between the clamp and the piping, and the
      clamp will be formed to fit the padding.

Riser clamps will be sized to meet the following minimum requirements, unless
required otherwise:

                                                   3VAR
            S will be equal to, or greater than, -------
                                                 (TH)(2)


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      where

            S =   design stress for clamp material (for instance S = 12,000 psi
                  for carbon steel, or S = 7,000 psi for alloy steel on 1,000 F
                  piping),

            V =   load on one side of riser clamp, pounds,

            A =   arm length from pipe outside surface to load line, inches,

            R =   radius factor, inches (outside pipe radius plus 1 inch),

            T =   thickness of clamp stock, inches, and

            H =   height of clamp stock, inches.

The top surface of the riser clamp will be flat and normal to the pipe.

Riser lugs will be sized in accordance with Welding Research council Bulletin
No. 198 and the requirements of ANSI B31.1.

Trapezes will be constructed from structural tubing or from double channels
positioned back-to-back with space between for the hanger rods and with washer
plates welded to channel tops and bottoms. Washer plates shall be used at all
hanger rod attachment points. for pipe sizes 2 inches and smaller, trapeze
assemblies may be made from equal leg angle. There shall be only one pipe per
trapeze, and the distance between the support rods shall not exceed 2 feet 6
inches. The equal leg angle assembly shall meet the requirements of Grinnell
Standard 50, or equivalent.

Hanger rods will be constructed of solid round steel bars. Maximum allowable
stress in a rod will be 9,000 psi average at the thread root cross-sectional
area, or 12,000 psi in nonthreaded areas. Pipe, strap, chain, or other similar
materials will not be permitted in place of rods. Eye rods will have fully and
neatly welded eyes. Cross-sectional area and strength of the eye weld must be
equal to, or greater than, the cross-sectional area and strength of the rod.

Screw threads will be in conformance with ANSI B1.1. Stress areas for threaded
rods will be equal to, or larger than, the following American National Standard
Unified Inch Screw Thread Series.

            Nominal Rod Diameter     Thread Series
            --------------------     -------------

            inches
            3/8 through 4            UNC

Where piping moves significantly, or operates at 300 F or more, swivel
connections will be provided at both ends of rods. Swivel connections minimize
rod bending and allow, without bind-


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ing, at least 5 degrees sway in all directions from the vertical position.
Special arrangements, such as rockers, will be provided, as required, to keep
total combined stress in the rod from exceeding 18,000 psi when swinging.

Forged steel turnbuckles or welded steel turnbuckles will be provided near the
center of rod assemblies unless the arrangement provides other means of vertical
adjustment under load. Steel turnbuckles will be used to couple long rods.
Turnbuckles and other threaded adjustment components will be provided with lock
nuts.

Spring assemblies will be enclosed and will have a load and position indicator
scale. Counterweight supports will not be used. All spring assemblies will be
stamped with "H" at hot (operating) position, and "C" at cold (ambient) position
on the load and position indicator. Spring assemblies which support the pipe by
use of an intermediate rod will incorporate an adjustable rod coupling or
turnbuckle with lock nut. Spring assemblies will be suitable for inside or
outside installation. A field adjustment feature for varying support effort will
be provided on spring assemblies. Field adjustment range will be at least plus
or minus 10 percent of design operating load. When the weight of support
components carried by the spring exceeds 1 percent of the pipe load, or when the
pipe load exceeds 2,000 pounds, the weight of those support components will be
added to the pipe load to size the spring. Spring assemblies will be provided
with a means to lock the springs. When so locked, the assemblies will be capable
of carrying any hydrostatic test or chemical cleaning load. Locking devices for
spring assemblies on steam piping requiring hydrostatic test will be attached to
the spring casing by means of pins or chain. Spring housings will have
nameplates with permanently stamped markings indicating their corresponding
hanger number.

Variable-support spring supporting effort at cold position will be within 15
percent of design operating pipe load. Where vertical movement is 1/4 inch or
less, the spring will be a short model. Where vertical movement is 1/2 inch or
less, a medium-length spring will be used. Where vertical movement is 3/4 inch
or less, a long-length spring will be used.

Constant-support springs, when required, will have a total travel range at least
20 percent greater, but not less than 1 inch greater, than design travel.
Supporting effort will not vary more than plus or minus 6 percent throughout the
travel range. This tolerance will also apply after any field adjustment of
supporting effort.

Bearing surfaces are grouped into two general categories: (1)
high-friction-bearing surfaces, or (2) low-friction-bearing surfaces.
High-friction-bearing surfaces typically consist of flat, sliding bases.
Low-friction-bearing surfaces typically consist of roller bearings, ball
bearings, graphite plates, lubricating metals such as "Oilite," or plastics such
as "Teflon."

High-friction-bearing surfaces will have a maximum dry static coefficient of
friction of 0.333. Rubbing surfaces will be hard and smooth, of either steel or
cast iron. The surfaces will be free of burrs or other projections. A coat of
lubricating grease will be shop applied to the surfaces. Lubricating grease will
be a water-insoluble type, suitable for the pressures and temperatures in-


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volved. Grease will by synthetic silicone, barium, or lithium base, with fillers
or additives, such as natural graphite or molybdenum-disulfide.

Low-friction-bearing surfaces will have a maximum static coefficient of friction
of 0.100.

Where periodic lubrication of bearing surfaces is required, means of lubricating
without disassembly will be required.

Bolting will consist of either studs and nuts or bolts and nuts. Threaded ends
of studs or bolts will not extend more than one diameter beyond the nut. Minimum
thread engagement will be 100 percent of the nut thread. Nuts for each stud will
be installed equidistant from the ends of the stud. Middle portions of studs and
shank portions of bolts will not be threaded. Bolt heads and nuts will be
hexagonal type, conforming to ANSI B18.2. where no axial load is to be carried,
pins with washers and cotter pin retainers will be permitted in place of bolts.

Restraints, struts, and anchors will have the following features:

o     Restraints fabricated of structural steel will have a clearance of 1/8
      inch, with respect to the restrained component, in the directions of the
      restrained movement.

o     All restraints will be designed to withstand the static and kinematic
      friction due to relative movement of the pie with respect to the
      restraints.

o     All restraints and anchors will withstand the loading indicated on the
      Hanger List and Details without buckling.

o     The strut design will provide for easy field adjustment of at least plus
      or minus 2-1/2 inches after erection and while supporting the load.

o     Sway struts will be Basic Engineers BE 415 or equivalent.

o     All struts will be provided with means for locking the length adjustment.
      The length adjustment lock will be on the right-hand thread end, if both
      right- and left-hand threads are used.

Shock and sway suppressors used in absorbing thrust loads associated with relief
valve discharge, water hammer, turbine trip, or other causes will be as
specified herein.

Hydraulic shock and sway suppressors will be as manufactured by Basic Engineers,
Model BE 410 or BE 411; ITT Grinnell, Model 200 or 201; or acceptable equal.
Hydraulic shock and sway suppressors will have the capability to be adjusted for
a zero bleed rate to resist the single-direction thrust of safety relief valves.

Mechanical shock and sway suppressors will be as manufactured by Pacific
Scientific company, Anchor Darling, or acceptable equal.

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Exposed components of shop-fabricated pipe supports will be shop painted before
shipment to the jobsite. Painting will consist of one coat of metal primer,
suitable for the maximum temperature of that component. Primer will be red oxide
or zinc chromate where metal temperature will allow. Before painting, surfaces
will be suitable cleaned and prepared in accordance with the paint
manufacturer's instructions. Bearing surfaces and nameplates will not be
painted. These surfaces will be coated with an easily removable rust-preventive
compound.

Pipe Support and Hanger Materials

Support component materials will be suitable for service at the operating
temperature of the pipe to which they are attached. Where support component
temperature is below 750 F, component material will be carbon steel or of an
ASTM type having a minimum yield strength of 35,000 psi, and a minimum ultimate
strength of 58,000 psi. Where support component temperature exceeds 750 F, they
will be fabricated from materials having physical properties equal to or better
than the following. These material requirements apply to parts that are wholly,
or partially, within 9 inches of the outside of the pipe, including further
extension of the part until it is completed.

      Material nominally 2-1/4 percent chromium, 1 percent molybdenum
      ---------------------------------------------------------------

      Plate                               ASTM A 387, Grade 22

      Pipe                                ASTM A 335, Grade P22

      Bolts, studs, and rod               ASTM A 193, Grade B7

      Nuts                                ASTM A 194, Grade 7

On copper piping or tubing, the pipe clamp will be of copper or copper-plated
steel.

Supports will be of fireproof construction; no combustible materials will be
used. Malleable iron materials will not be allowed.

Miscellaneous support beams required for attaching supports to the building
structure will conform to ASTM A 36.

Valves

Valve pressure classes, sizes, types, body materials, and end preparations will
generally be as described herein. Special features and special application
valves will be utilized, where required.

Valves specified to have flanged, socket welded, or screwed connections will
have ends prepared in accordance with the applicable ANSI standards. Steel
flanges will be raised-face type, unless otherwise required. Cast iron and
bronze flanges will be flat-faced type. Butt welding ends will be prepared in
accordance with Butt Weld End Preparation and Piping Fit-up.

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Steel body gate, globe, angle, and check valves will be designed and constructed
in accordance with ANSI B16.34, as applicable. Valve bodies and bonnets will be
designed to support the valve operators (handwheel, gear, or motor) with the
valve in any position without external support.

Steel Body Valves 2 Inches and Smaller

Steel body valves 2 inches and smaller will have forged steel bodies. Forged
steel valves complying with the standards and specifications listed in Table
126.1 of ANSI B31.1 will be used within the manufacturer's specified pressure
temperature ratings with the following limitations. The use of class 600 forged
steel valves will be limited to 2/3 of the pressure rating specified in ANSI
B16.34, and the criteria established in MSS SP-84. The use of Class 1500, 2500,
and 4500 forged steel valves will be limited in accordance with the pressure
temperature ratings specified in ANSI B16.34 and the criteria established in MSS
SP-84.

Class 600, 1500, 2500, and 4500 forged steel valves will be constructed as
follows:

o     Class 600 valves will have bolted bonnet joints. Class 1500, 2500, and
      4500 valves will have pressure seal, integral, or breech lock bonnet
      joints. Gate, globe, and angle valves will have outside screw and yoke
      construction.

o     All valves, except gate valves, will have seats of the integral type. Gate
      valves will have renewable seats.

o     Class 1500, 2500, and 4500 valves will be of loose back seat design.

o     Class 1500, 2500, and 4500 globe valves will be of the Y-pattern type.

o     Valve ends will be socket weld type, unless otherwise required.

o     Except as otherwise required, check valves will be of the guided piston or
      swing disk type. All check valves will be designed for installation in
      either horizontal piping or vertical piping with upward flow.

Steel Body Valves 2-1/2 Inches and Larger

Steel body valves 2-1/2 inches and larger will have cast steel bodies. The
face-to-face and end-to-end dimensions will conform to ANSI B16.10. The use of
these valves will be in accordance with the pressure temperature ratings
specified in ANSI B16.34, as applicable.

Gate, globe, and angle valves will be provided with back seating construction.
Gate, globe, and angle valves will be of outside screw and yoke construction.
Gate valves 4 inches and larger will have flexible wedge disks. Split disks will
not be permitted. Valves will have full-size ports,


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except where venturi ports are specifically permitted. The use of valves with
venturi ports will be limited to selected large diameter, high-pressure valve
applications.

Class 150 and 300 valves, 2-1/2 inches and larger will be constructed as
follows:

o     Bonnet joints will be of the bolted flanged type having flat-face flange
      facings for Class 150 valves and male and female facings for Class 300.

o     Body ends will be butt weld type, unless otherwise required.

Class 600, 900, 1500, 2500, and 4500 valves 21/2 inches and larger will be
constructed as follows:

o     Bonnet joints will be of the pressure seal or breech lock type.

o     All Class 600, 900, 1500, 2500, and 4500 valves will have
      grease-lubricated, antifriction-bearing yoke sleeves.

o     Body ends will be butt weld type, unless otherwise required.

Check valves used on pump discharge installations, and on other applications in
which the valves may be subjected to significant reverse flow water hammer or
fluid surges, will be of the non-slam, tilting-disk type. All other check valves
will be of the guided piston, swing disk, or double-disk spring check type. The
use of double-disk spring check valves will be limited to 14-inch and larger
cold water services. All check valves will be designed for installation in
either horizontal or vertical piping with upward flow. Stop check valves, where
specified, will be Y-pattern globe type.

Iron Body Valves

Iron body gate, globe, and check valves will have iron bodies and will be bronze
mounted. The face-to face dimensions will be in accordance with ANSI B16.10.
These valves will have flanged bonnet joints. Gate and globe valves will be of
the outside screw and yoke construction. Body seats will be of the renewable
type. Gate valves will be of the wedge disk type.

Butterfly Valves

Rubber-seated butterfly valves will be in accordance with AWWA C504, Standard
for Rubber-Seated Butterfly Valves MSS Standard Practice SP-67, Butterfly
Valves. Valves of the wafer or lug-wafer type will be designed for installation
between two ANSI flanges. Valves with flanged ends will be faced and drilled in
accordance with ANSI B16.1. The selected use of butterfly valves will be in
accordance with the pressure temperature ratings specified in AWWA C504, the
pressure temperature ratings specified by the manufacturer, and as specified in
the following criteria:


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o     Butterfly valves will generally be used for 4-inch and larger cold water
      services only.

o     Butterfly valves for buried service will be of cast or ductile iron body
      materials and will be equipped with flanged ends.

o     Cast iron butterfly valves will have pressure classes selected, based on
      the piping design pressure as follows:

      Piping Design Pressure         Valve Class
      ----------------------         ----------------------

      25 psi and below               Class 25

      Above 25 psi to 75 psi         Class 75

      Above 75 psi to 150 psi        Class 150

      Cast iron butterfly valves will be limited to use with piping systems
      having a design temperature of 125 F or less.

o     Butterfly valves for other than buried service will be of carbon steel or
      cast iron body material, depending on the service application. Valves 24
      inches and larger in size will be equipped with flanged ends. Valves 20
      inches and smaller in size will be of the wafer type, or lug-wafer type,
      if used with steel or alloy steel piping, and will be flanged if used with
      other piping materials (cast iron, ductile iron, FRP, PVC, etc.).

o     Carbon steel butterfly valves will be limited to use with piping systems
      having a design temperature of 150 F or less. Carbon steel butterfly
      valves will have pressure classes selected in accordance with the pressure
      temperature ratings specified in ANSI B16.34 for 24-inch and smaller
      valves. Valves 30 inches and larger in size will be selected and
      specified, based on the piping design pressure and temperature, without
      reference to a specific pressure class.

Metal-seated or Teflon seal ring-seated butterfly valves for special service
applications will be of the wafer or lug-wafer type and will be designed for
installation between ANSI flanges. The use of these valves will be in accordance
with the pressure temperature ratings specified by the manufacturer.

Bronze Body Valves

Bronze gate and globe valves 2 inches and smaller will have union bonnet joints
and screwed ends. Bronze gate and globe valves used in control air service will
have braze joint ends. Gate valves will be inside screw, rising stem type with
solid wedge disks. Globe valves will have renewable seats and disks.

Bronze check valves 2 inches and smaller will be Y-pattern, swing disk type or
guided piston type designed for satisfactory operation on both horizontal piping
and vertical piping with upward flow.


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Bronze valves 2-1/2 inches and larger will have bolted flange bonnet joints and
flanged ends. Gate and globe valves will be of the outside screw rising stem
construction. Gate valves will have either integral or renewable seats. Globe
valves will have renewable seats.

The use of these valves will be in accordance with the pressure temperature
ratings specified by the manufacturer and in accordance with the criteria
established in MSS SP-80. Bronze valves will generally be Class 200 and will be
limited to service with piping systems having design pressures of 200 psi or
less, and design temperatures of 150F or less.

Bronze valves will generally be limited to a size of 3 inches or less.

Plug Valves

Plug valves will be of the eccentric, lubricated, or Teflon sleeve plug type, as
required by the service. Plug valve bodies will conform to the requirements of
ANSI for dimensions, material thicknesses, and material specifications. Bonnets
will be of the bolted flange type. Body ends will be flanged, faced, and drilled
for installation between ANSI flanges. The use of these valves will be in
accordance with the pressure temperature ratings specified by the manufacturer.

Ball Valves

All ball valves will have full-area ports, Teflon seats and seals, and
chrome-plated carbon steel or stainless steel balls. Ball valves bodies 2 inches
and smaller will have threaded or socket weld end connections. Ball valves 2-1/2
inches and larger will have flanged or butt weld ends. The valves will not
require lubrication. The use of these valves will be in accordance with the
pressure temperature ratings specified by the manufacturer.

Diaphragm Valves

Diaphragm valves will be straight-away or weir bodies with flanged ends faced
and drilled for installation between ANSI flanges. The use of these valves will
be in accordance with the pressure temperature ratings specified by the
manufacturer.

Polyvinyl Chloride (PVC) and Chlorinated Polyvinyl Chloride (CPVC) Valves

PVC and CPVC valves will be constructed entirely from polyvinyl chloride,
chlorinated polyvi-nyl chloride, and Teflon. Bodies will be double-entry flanged
or true union screwed type. The use of these valves will be in accordance with
the pressure temperature ratings specified by the manufacturer.


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Valve Materials

Valve bodies will generally be constructed of materials equivalent to the pipe
with which they are used. Valve body and trim materials of construction will be
in accordance with applicable ASTM and AISI standards.

The main cycle system valves will be free of copper materials to allow the cycle
to be treated at the optimum pH for corrosion protection of carbon steel
components.

Valve Operators

Valves will be provided with manual or automatic operators, as required, for the
service application and system control philosophy. Automatic operators will be
motor, piston, or diaphragm type.

Manual operators will be lever, handwheel, or gear type, with the use of lever
operators to be limited to valves requiring a maximum of 90-degree stem rotation
from full open to full closed position on valve sizes 6 inches and smaller. All
operators will be sized to operate the valve with the valve exposed to maximum
differential pressure.

The use of gearing for manually operated valves will generally be as shown
below. Some service applications and valve types may require that gear operators
be used on valves smaller than indicated.

            Valve Class                   Valve Size
            ---------------------------   -----------------------

            Up to 300                     8 inches and larger

            600                           6 inches and larger

            900                           4 inches and larger

            1500                          3 inches and larger

            2500 and 4500                 2-1/2 inches and larger

Branch Line Isolation Valves

Double-isolation valves will be provided in 2-inch and smaller branch lines from
main piping headers and equipment in accordance with code requirements.

Valves will be installed as follows:

o     The portion of the branch line containing the two valves will be installed
      parallel to the main line.


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o     The connection on the main line will preferably be on the top of the main
      line.

o     A support will be furnished from the main line to the branch line located
      so that the two valves are supported between the main line connection and
      the support. The support will be flexible in design to permit differential
      expansion.

Branch lines not requiring double-isolation valves will be provided with
single-isolation valves.

Valve Special Features

Valves will be provided with locking devices, handwheel extensions, vacuum
service packings, limit switches, and other special features, as required.
Locking devices, when furnished, will allow the valve to be locked either open
or closed with a standard padlock. Limit switches, when furnished, will be
provided for the open and closed position of the valve.

All valve bonnets for valves potentially exposed to high temperatures (over 150
F) will be provided with internal drains. The drains will prevent the bonnets
from being exposed to excessive pressure when the bonnet is full of water and
the valve is exposed to elevated temperatures.

Valves will not be equipped with bypasses, unless specifically required.

Insulation and Lagging

The insulation and lagging to be applied to piping, equipment, and ductwork for
the purposes of reducing heat loss, reducing sweating, and personnel protection
will be in accordance with the following criteria.

Insulation Materials and Installation

Insulation materials will be inhibited and of a low halogen content so that the
insulation meets the requirements of MIL-I-24244, Amendment 3, regarding
stress-corrosion cracking of austenitic stainless steel. Insulation materials
contain no asbestos.

All piping operating above 130 degrees F and requiring heat conservation will be
insulated with calcium silicate molded insulation in accordance with ASTM C533.
Piping not requiring heat conservation will be insulated where it is accessible
for personnel protection.

Equipment and ductwork operating at elevated temperatures will be insulated with
calcium silicate block or mineral fiber block insulation.

Mineral fiber block insulation for use on equipment surfaces will be in
accordance with ASTM C 512, Class 3, and have a density of 8 to 12 pcf.

Mineral fiber blanket insulation will not be used except for selected
applications for practicality.


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Insulating cements will be mineral fiber thermal insulating cements and will
conform with ASTM C 195.

Antisweat insulation will be flexible elastomeric cellular thermal insulation,
Armstrong "Armaflex" or acceptable equal. Adhesive will be Armstrong 520
Adhesive or acceptable equal. Outdoor antisweat insulation will be protected
with paint or lagging in accordance with the manufacturer's recommendations.

Piping and small-diameter cylindrical equipment insulation will be hollow
cylindrical shapes, split in half lengthwise, or curved segments. Large-diameter
cylindrical equipment and other items of equipment will be insulated with block
or scored block insulation, as required, to obtain a close fit to the contour.
Pipe fittings and accessories will be insulated, using either molded insulation
or by insulated fabricated from straight pipe insulation segments.

Weatherproof protective coatings will be Johns-Manville Insulkote primer and
coating material, or acceptable equal, applied in accordance with the
manufacturer's recommendations.

Insulation will be securely tied and laced in place, using dead soft Type 302
stainless steel wire. Number 14 gauge wire will be used for equipment
insulation. Number 16 gauge wire will be used for pipe insulation. Blocks will
be reinforced on the exterior face with expanded metal, if necessary, to prevent
sagging or cutting of insulation by lacing wire. Wire mesh will be 1-inch size
by 20-gauge galvanized steel wires. Straps or bands will be 3/4-inch by
0.020-inch stainless steel.

Studs used for attachment of insulation will be Nelson stainless steel studs in
lengths suitable for the insulation thickness. Studs will be spaced on centers
not exceeding 12 inches. Washers for attachment of lacing wire will be spaced on
centers not exceeding 18 inches. All block insulation will have joints broken
and pointed up with plastic insulation.

Ducts shall be insulated where required for thermal conservation or personal
protection. Ducts with external stiffeners shall will have the insulation
installed over the stiffeners so that the stiffeners are insulated and a level
surface achieved.

Lagging Materials and Installation

All insulated surfaces of equipment, ductwork, piping, and valves will be
lagged.

All aluminum lagging will be ASTM B 209 Alclad 3004 or acceptable equal.
Aluminum lagging will be mill finished.

Ribbed or fluted aluminum lagging for equipment and ductwork will be 0.040-inch
minimum thickness. Flat aluminum lagging will be 0.050-inch minimum thickness,
except in areas where personnel may walk thereon. In these areas, 0.080-inch
minimum thickness will be used, unless steel walkways are provided.


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Piping lagging will be mill finish sheet aluminum, 0.020-inch minimum thickness
on applications up to 13-inch outside diameter, and 0.024-inch minimum thickness
on all other applications.

Outdoor lagging will be installed to secure a weatherproof installation. Lagging
will be carefully fabricated and fitted to ensure a neat appearance. Open ends
of all fluted sections will be provided with tight-fitting closure pieces.

All areas of contact between dissimilar metals will be protected against
galvanic corrosion by a suitable insulating coating.

All lagging on curved surfaces will be machine rolled and formed to fit the
insulation curvatures. All joints will be lapped a minimum of 2 inches and
placed to shed water.

Removable insulated covers will be provided over all equipment manholes,
nameplates, and code stampings. Access doors through lagging will be provided,
as required.

All lagging will be secured in place, using panhead self-tapping screws, fitted
with neoprene washers. Screws will be 6061-T6 aluminum alloy, stainless steel,
or anodized 2024 aluminum alloy. spacing of screws for joints in ribbed aluminum
lagging will be not more than 12 inches. spacing of screws for flat aluminum
sheet will be not more than 8 inches. All joints will be placed to shed water.
On outdoor piping, in addition to screws, lagging will be secured by
machine-attached stainless steel bands spaced on not greater than 24-inch
centers.

All insulated piping will have a vapor barrier and will be aluminum lagged. All
joints will be weatherproof. The vapor barrier will be attached to the inside
surfaces of the lagging or will be cemented to the insulation before application
of the lagging. Elbows less than 13-inch insulated OD will be covered with
preformed aluminum elbows. Piping elbows larger than 13-inch insulated OD will
be covered, using mitered segment aluminum elbow jackets constructed with
rolled, interlocking edge joints. Mitered segments will not exceed 15 degrees
included angle. Long-radius bends will be covered with spiral-wrapped aluminum
strips or mitered segment gores.

Top horizontal surfaces of designated ducts and designated areas on equipment
will generally be provided with a system of walkways to prevent damage to the
lagging during operation and maintenance. Walkways generally will be constructed
of grating and will be supported directly from the duct or equipment with
specially designed support lugs on not greater than 24-inch centers. Support
lugs will be attached to the ducts or equipment prior to placement of insulation
and lagging. Grating will be attached to the support lugs with flathead
countersunk screws.

Insulation Supports for Piping

Vertical runs of piping which will be insulated will utilize support lugs and
collars to prevent slippage of the insulation.


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Insulation Classes for Piping and Equipment

Piping and equipment insulation classes and corresponding thicknesses are shown
in Table 2. The insulation classes for piping systems will be designated by
letters, which will be indicated in the pipeline listing.

The insulation for piping accessories will be of the same class as is indicated
for the piping. Insulation materials for miscellaneous piping and equipment will
be suitable for the actual operating temperatures and will, whenever possible,
be of the same insulation class as insulated main piping and equipment operating
under similar temperatures.

Freeze Protection

All aboveground water and steam piping will be arranged to allow drainage to
protect the piping from freezing, if required. The piping systems will be
arranged to minimize the amount of piping requiring drainage for freeze
protection.

Freeze proofing by heat tracings will be used, as discussed in Freeze
Protection, of this manual.

Antisweat Insulation

All aboveground cold water and air piping will be provided with antisweat
insulation, as indicated in Table 2, with the exception of piping in which fluid
flow is not normally expected.

<TABLE>
<CAPTION>
=============================================================================================================
                                                    Table 2
                                              Insulation Classes
=============================================================================================================
                                                                   Insulation Thickness
                                                -------------------------------------------------------------
                                                      Not Freezeproofed             Freezeproofed
                                                -----------------------------   -----------------------------
Insulation   Operating Tem-                     Inner Layer   Outer             Inner Layer   Outer
Class           perature        Pipe Size                     Layer    Total                  Layer   Total
-------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>               <C>           <C>      <C>      <C>           <C>     <C>
A            1,005 F to       1-1/2" &          2-1/2"        --       2-1/2"   2-1/2"        1-1/2"  4"
             801 F            smaller           2"            1-1/2"   3-1/2"   2-1/2"        1-1/2"  4"
                              2" - 4"           2-1/2"        2"       4-1/2"   3-1/2"        1-1/2"  5"
                              5" - 8"           3"            2-1/2"   5-1/2"   4-1/2"        1-1/2"  6"
                              10" & larger

B            800 F to         1-1/2" &          2-1/2"        --       2-1/2"   1-1/2"        1-1/2"  3"
             501 F            smaller           1-1/2"        1-1/2"   3"       2"            1-1/2"  3-1/2"
                              2" - 4"           2"            1-1/2"   3-1/2"   2-1/2"        1-1/2"  4"
                              5" - 10"          3-1/2"        1-1/2"   5"       4"            1-1/2"  5-1/2"
                              12" & larger

C            500 F to         2" & smaller      1-1/2"        --       1-1/2"   1-1/2"        1-1/2"  3"
             301 F            2-1/2" &          2-1/2"        --       2-1/2"   2"            1-1/2"  3-1/2"
                              larger
=============================================================================================================
</TABLE>


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<TABLE>
<CAPTION>
=============================================================================================================
                                                    Table 2
                                              Insulation Classes
=============================================================================================================
                                                                   Insulation Thickness
                                                -------------------------------------------------------------
                                                      Not Freezeproofed             Freezeproofed
                                                -----------------------------   -----------------------------
Insulation   Operating Tem-                     Inner Layer   Outer             Inner Layer   Outer
Class           perature        Pipe Size                     Layer    Total                  Layer   Total
-------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>               <C>           <C>      <C>      <C>           <C>     <C>
D            300 F to         10" & smaller     1-1/2"        --       1-1/2"   1-1/2"        --      1-1/2"
             150 F            12" & larger      2-1/2"        --       2-1/2"   2-1/2"        --      2-1/2"

E            1,000 F to       Equipment         3"            2-1/2"   5-1/2"   --            --      --
             501 F

F            500 F to         Equipment         2-1/2"        --       2-1/2"   --            --      --
             201 F

G            200 F to         Equipment         1-1/2"        --       1-1/2"   --            --      --
             150 F

H            Antinoise and    1-1/2" &          1/2"          --       1/2"     --       --           --
             Antisweat        smaller           1"            --       1"       --       --           --
                              2" & larger

I            Antifreeze 150   All               --            --       --       1-1/2"        --      1-1/2"
             F and below
=============================================================================================================
</TABLE>


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                                                          Electrical Engineering
                                                          Design Criteria
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                                                    ============================
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ELECTRICAL ENGINEERING DESIGN CRITERIA

Introduction

This section describes the design criteria which will be used as guidelines for
all electrical work related to this project.

Design Codes and Standards

Except for Emissions, Noise and Effluents, the design and specification of all
work will be in accordance with all applicable laws and regulations of the
federal government and applicable regional and local codes and ordinances.
Emissions, Noise and Effluents shall be as defined in the contract. A listing of
the codes and industry standards to be used in design and construction follows:

(1)   The Antifriction Bearing Manufacturers Association (ABMA).

(2)   American National Standards Institute (ANSI).

(3)   American Society for Testing and Materials (ASTM).

(4)   Edison Electric Institute (EEI).

(5)   Insulated Cable Engineers Association (ICEA).

(6)   Institute of Electrical and Electronics Engineers (IEEE).

(7)   Illuminating Engineering Society (IES).

(8)   National Electrical Code (NEC).

(9)   National Electrical Manufacturers Association (NEMA).

(10)  National Electrical Safety Code (NESC).

(11)  National Fire Protection Association (NFPA).

(12)  Occupational Safety and Health Act (OSHA).

(13)  Underwriters' Laboratories (UL).


Other recognized standards will be utilized, as required, to serve as design,
fabrication, and construction guidelines when not in conflict with the
above-listed standards.


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The codes and industry standards used for design, fabrication, and construction
will be the codes and industry standards, including all addenda, in effect as
stated in equipment and construction purchase or contract documents.

Electric Motors

General Motor Design Criteria

Motors will be coordinated with the driven equipment and the environment where
the motor is installed to provide long life and a minimum of maintenance
requirements. Motors will be purchased with the driven equipment and will be the
manufacturer's standard heavy duty or severe duty motor with features as
described in this section.

The following design parameters will be evaluated in specifying a motor:

(1)   Environment special enclosure requirements.

(2)   Voltage, frequency, and phases.

(3)   Running and starting requirements, limitations, and duty cycle.

(4)   Motor type (synchronous, induction, dc, etc.) and construction.

(5)   Power factor.

(6)   Service factor

(7)   Speed and direction of rotation.

(8)   Insulation.

(9)   Bearing construction and lubrication.

(10)  Ambient noise level and noise level for motor and driven equipment.

(11)  Termination provisions for power, grounding, and accessories.

(12)  Installation, testing, and maintenance requirements.

(13)  Special features (shaft grounding, temperature and vibration monitoring,
      etc.).

Safety Considerations for Motors

The Occupational Safety and Health Act will be adhered to for personnel
protection. Belt guards shall be specified for personnel safety and, when
required, to prevent foreign objects from


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contacting belt surfaces. Guard screens will be provided over motor enclosure
openings that would allow direct access to rotating parts. All electrical motors
will be adequately grounded. Motors which are located in hazardous areas will
conform to all applicable regulatory requirements and be UL labeled. Motor
electrical connections are to be terminated within oversized conduit boxes,
mounted to the motor frame.

Codes and Standards

All motors will be designed, manufactured, and tested in accordance with the
latest applicable standards, codes, and technical definitions of ANSI, IEEE,
NEMA, and ABMA.

Environment and Special Enclosure Requirements

Location of individual motors will determine ambient temperature, corrosive
environment, hazardous environment, and humidity to be experienced by the
motors. Motors will be designed for an ambient temperature of 40 C, unless the
individual location has ambient temperatures which exceed 40 C, in which case
the motor will be designed for the higher ambient. Motors indoors and in clean
environments will be open, drip-proof construction. All other motors will be
totally enclosed or weather protected Type II. Motors in corrosive environments
will be totally enclosed with corrosion-resistant materials and finishes
(Chemical-Duty).

Motors for service in hazardous areas will be individually considered for type
of enclosure, depending upon the classification, group, and division of the
hazardous area in question.

Motors for outdoor service will have all exposed metal surfaces protected with a
corrosion-resistant polyester paint or coating. In addition, totally enclosed
motors will have enclosure interior surfaces and the stator and rotor air gap
surfaces protected with a corrosion-resistant alkyd enamel or with polyester or
epoxy paint or coating. Bolts, nuts, screws, and other hardware items will be
corrosion-resistant or heavy cadmium-plated metal. A rotating labyrinth shaft
seal will be furnished on the shaft extension end of the motor.

Voltage, Frequency, and Phases

Motor-operating voltages (excluding motor-operated valves) are tabulated below:

<TABLE>
<CAPTION>
                                   Nominal      Motor
                                   System       Nameplate         Frequency
Horsepower                         Voltage      Voltage           Hz          Phases
----------                         -------      -------           --          ------
<S>                                <C>                            <C>         <C>
Less than 1/3                      240 or less  Project Specific  60          1

Greater than or equal to 1/3 and   600 or less  Project Specific  60          3
less than 250 (except for special
applications
</TABLE>


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<TABLE>
<CAPTION>
                               Nominal        Motor
                               System         Nameplate         Frequency
Horsepower                     Voltage        Voltage           Hz          Phases
----------                     -------        -------           --          ------

<S>                            <C>            <C>               <C>         <C>
Greater than or equal to 250   6,900 or less  Project Specific  60          3

DC motors                      125            120               DC          --
</TABLE>

This table is intended as a general guide; however, individual conditions, such
as distance from power source, voltage drop, etc., may dictate deviations from
the stated horsepower/voltage criteria.

Emergency motors will operate continually at the nominal system voltage with any
supply voltage between 80 percent and 112 percent of the nominal system voltage.

Running and Starting Requirements, Limitations, and Duty Cycle

Motors will be designed for full-voltage starting and frequent starting, where
required, and will be suitable for continuous duty in the specified ambient
conditions. Intermittent duty motors will be selected where recognized and
defined as standard by the equipment standards and codes.

The torque characteristics of all induction motors will be as required to
accelerate the inertia loads of the motor and driven equipment to full speed
without damage to the motor or the equipment at any voltage from 90 percent to
110 percent of motor nameplate voltage, except those to be individually
considered. A voltage drop greater than 10 percent from the specified motor
nameplate rating will be individually considered for proper motor starting and
operating.

Motor Type and Construction

Induction motors will be specified unless specific requirements indicate that
constant speed or emergency duty is required. Synchronous motors will be
specified for large motors where constant speed is necessary. Motors required
for safe coast-down on loss of auxiliary power or for black start capabilities
will be specified as direct current.

Squirrel cage induction motors will have rotors of fabricated copper alloy, cast
aluminum, or fabricated aluminum alloy. Fabricated aluminum alloys will be used
only where the manufacturer has demonstrated the reliability of his design.


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Nameplates will be furnished for all motors in accordance with NEMA MG 1
requirements. The following additional nameplate data will be included on motors
greater than 250 horsepower:

(1)   Frame size number.

(2)   Insulation system class designation.

(3)   Maximum ambient temperature for which the motor is designed or temperature
      rise by resistance.

(4)   Service factor.

(5)   Starting limitations.

(6)   Direction of rotation and voltage sequence.

(7)   Any special lubrication requirements, if oil lubricated.

(8)   For motors designed for hazardous areas location class and group
      designation and maximum operating temperature value or operating
      temperature code number.


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Power Factor

Where economically justified, motors will be specified to be high-efficiency,
high-power factor to reduce operating costs and VAR requirements of the
auxiliary electric system.

Service Factor

Motors will be specified with 1.0 or 1.15 service factors, unless specific load
requirements dictate a larger service factor. The motor horsepower and service
factor shall be coordinated such that the motor nameplate horsepower multiplied
by the motor nameplate service factor shall be at least 15 percent greater than
the driven equipment operating range maximum horsepower requirements.

Speed and Direction of Rotation

Motor speed and direction of rotation will be coordinated with the driven
equipment. large, high-speed (3,000 rpm and above) motors will be avoided, if
possible.

Insulation

All insulated windings on continuous-duty motors will have Class B
nonhygroscopic insulation systems rated for temperature rise and ambient
temperature in accordance with NEMA MG 1 standards. When ambient temperatures
greater than 40 C are specified, the allowable temperature rise will be reduced
in accordance with NEMA MG 1 standards.

Motors may be furnished with Class F insulation, provided the temperature rise
is in accordance with NEMA MG 1 values for Class B insulation and provided all
other requirements are as specified.

All insulated stator winding conductors and wound-rotor motor secondary windings
will be copper.

Where a sealed insulation system is specified, extra dips and bakes of epoxy
resin or vacuum-pressure impregnation will be included to provide a premium
insulation for random windings. Sealed insulation for formed-coil windings will
be in accordance with the requirements of NEMA MG 1 standards.


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The insulation resistance corrected to 40 C will be not less than motor-rated kV
+ 1 megohms for all windings.

Where required, the windings will be treated with a resilient,
abrasion-resistant material.

Bearings

Sleeve bearings will be oil ring-lubricated type with mountings provided with
oil level sight glasses marked for required oil level at motor running and motor
standstill. The oil ring will be one-piece construction; split-type construction
will not be acceptable. Stationary labyrinth seals will be bronze material.

Sleeve bearings, end bells, and bearing housings for horizontal motors will be
split type, when available, for the frame and the enclosure specified. Air gap
measurement holes or other acceptable means will be provided in each motor and
enclosure for checking air gap of sleeve-bearing motors.

Sleeve bearings on horizontal motors will be designed and located centrally,
with respect to the running magnetic center, to prevent the rotor axial thrust
from being continually applied against either end of the bearings. The motors
will be capable of withstanding without damage the axial thrusts that are
developed when the motor is energized.

Large, vertical motors shall be furnished with Kingsbury-type thrust bearings,
when available.

Vertical motors furnished with spherical roller thrust bearings will also be
furnished with deep-groove, radial-guide bearings. The guide bearings will be
locked to the shaft so that the guide bearing will take upward thrust and to
assure that the thrust bearing is always loaded. If spring loading is furnished,
the guide bearing will not be preloaded during normal operation.

Thrust bearings for vertical motors will be capable of operating for extended
periods of time at any of the thrust loadings imposed by the specific piece of
driven equipment during starting and normal operation without damage to the
bearing, the motor frame, or other motor parts.

Bearings and bearing housings will be designed to permit disassembly in the
field for inspection of the bearings or removal of the rotor.

Grease-lubricated or oil-lubricated antifriction radial and thrust bearings will
be designed and fabricated in accordance with ABMA standards to have a minimum
L-10 rating life of not less than 130,000 hours under the load, speed, and
thrust requirements for direct-coupled service and not less than 42,500 hours
for belt- or chain-connected service. Grease-lubricated radial bearings will be
double-shielded.

Stacked antifriction bearings will not be acceptable, except as vertical-thrust
bearings in frame sizes up through NEMA 360 Series open-type enclosures, and up
through NEMA 680 Series


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totally enclosed-type enclosures. Where stacked bearings are furnished, matched
pair, precision tolerance bearings with flush ground sides will be provided.
Bearing seats on the shaft and in the bearing housing will have accuracy equal
to that of the bearing.

Allowable Noise

The motor sound level will conform with the motor-driven equipment assembly
overall sound level requirements. In no case will the average no-load sound
pressure sound pressure level, reference level 20 micropascals, produced by the
motor exceed 90 dBA free field at 1 meter for motors rated 200 horsepower and
less and at 2 meters for motors rated above 200 horsepower.

Termination Provisions

Motor power, space heater, and other accessory leads will be wired to motor
terminal housings. Power terminal housings will be oversized to allow sufficient
room for termination of stress cones on medium voltage motors, and termination
of cable which has been derated for tray fill and 40 C ambient on all motors.
All motor leads will be permanently marked in accordance with NEMA MG 1
Standards. A grounding connector attached to the motor frame will be provided
inside the power terminal housing. On medium voltage motors, a terminal housing
separate from the power terminal housing will be provided for space heater, RTD,
and bearing temperature detectors.

Installation, Testing, and Maintenance Requirements

Motors shall be clean and free of chips, grindings, dust, and excessive
lubricant prior to testing and shipment. Motors will be protected against
moisture and damage during handling, shipment, and storage, utilizing packing
and crating in accordance with the best commercial practice.

Each motor will be tested and inspected at the manufacturer's factory to
determine that it is free from electrical or mechanical defects and to provide
assurance that it meets specified requirements. The following criteria and tests
will be used in testing each machine:

(1)   Fractional-horsepower, single-phase induction motors. Test procedures will
      be in accordance with manufacturers standard test procedures.

(2)   Integral-horsepower, three-phase, low voltage induction motors. Test
      procedures will be in accordance with IEEE 112, Test Procedures for
      Polyphase Induction Motors and Generators.

      (a)   Routine tests listed in NEMA MG 1-12.51, Routine Tests for Polyphase
            Integral-Horsepower Induction Motors.

      (b)   Motors with nameplate horsepower ratings of 100 horsepower and
            larger will require the following additional tests:


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            o     Measurement of winding resistance.

            o     Inspection of bearings and bearing lubrication system.

(3)   Induction motors rated above 600 volts. Test procedures will be in
      accordance with IEEE 112, Test Procedures for Polyphase Induction Motors
      and Generators.

      (a)   Routine tests listed in NEMA MG 1-20.46, Polyphase Induction Motors
            for Power Generating Stations, will be performed on each motor.

      (b)   The following additional tests and inspections will be performed on
            each motor larger than 500 horsepower:

            o     Locked-rotor current at fractional voltage.

            o     Current balance.

            o     Length of time of bearing test and final temperature rise of
                  bearing.

            o     Insulated bearing resistance.

            o     Insulation resistance-time curve and polarization index for
                  motors with formed-coil stators.

            o     Final value of motor noise levels.

            o     Final air gap measurements (single air gap).

      (c)   Motors that are specified to have complete tests performed on either
            the furnished motor or an electrically duplicate motor will require
            the following tests:

            o     Temperature.

            o     Percent slip.

            o     No-load saturation curve.

            o     Locked-rotor saturation curve, including locked-rotor torque,
                  current, and power.

            o     Speed-torque and speed-current curves at rated voltage and at
                  minimum starting voltage.

            o     Efficiency at full, three-fourths, and one-half loads.

            o     Power factor at full, three-fourths, and one-half loads.


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(4)   Direct current motors. Test procedures will be in accordance with IEEE
      113, Test Code for Direct Current Machines. The standard routine tests
      listed in NEMA MG 1-12.71 will be performed on each motor.

Special Features

Special features, such as winding temperature detectors, space heaters, etc.,
will be reviewed on a case-by-case basis. The general criteria to be applied
will be as follows.

Space heaters will be furnished on motors 5 horsepower and above. Space heaters
will be sized, as required, to maintain the motor internal temperature above the
dew point when the motor is idle. Space heaters will not cause local winding
temperatures to exceed rated design limits. Space heaters rated 2,400 watts and
less will be low voltage, single-phase, 60 hertz. Space heaters larger than
2,400 watts will be low voltage, three-phase.

Bearing thermocouple-type temperature detectors will be furnished on oil ring
lubricated sleeve bearings, bearings with external lube oil cooling or supply,
and Kingsbury thrust bearings. The detector temperature-sensitive tip will be
hermetically sealed and held in contact with the outside bearing babbitt.

Thermocouple detectors will be insulated with magnesium oxide packed in a
stainless steel protective sheath. Thermocouple lead wire will extend from the
detector to a motor terminal housing. Winding temperature detectors will be
provided on all medium voltage motors and any motors with special starting or
duty cycles which would make protective relaying difficult to coordinate for
proper winding thermal protection. Noninductively wound, 10-ohm, high-accuracy,
three-lead detectors will be provided, evenly spaced around the stator with at
least two detectors per phase.

Manufacturing Data

Each contractor supplying a motor or motors will be required to complete and
submit a Motor Information Sheet. These sheets will be used to design the motor
power supply and controls and will provide a permanent written record of motor
characteristics. Speed Torque Curves and Thermal Limit time Current Curves will
be provided by the motor vendor on motors larger than 200 horsepower.


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Motor Operators for Nonmodulating Valve, Gate, or Damper Service

The following requirements are applicable to all electric operators required for
nonmodulating motor operators. Motors will be designed for high-torque,
reversing service in a 50 C ambient temperature. Motors will have Class B
nonhygroscopic standard insulation plus two coats of epoxy resin. Temperature
rise will not exceed 70 C rise by resistance in 50 C ambient for the time rating
furnished. Requirements of NEMA MG 1 and MG 2 will apply.

Motors will be rated low voltage, three-phase, 60 hertz, unless otherwise
indicated. The dc motors will be rated 120 volts dc to operate from a nominal
125-volt battery.

The motor time rating for normal opening and closing service will be not less
than whichever of the following is greatest:

(1)   As required for three successive open-close operations.

(2)   As required for the service.

(3)   Not less than 15 minutes.

Sufficient torque will be provided to operate against system torque at 90
percent nominal voltage for ac motors and at 85 percent nominal voltage for dc
motors.

Motor starting torque will not be less than 500 percent of rated full load
torque.

Motors will be furnished with totally enclosed, nonventilated, weatherproof,
dust-tight enclosures suitable for outdoor service.

Motors for service in hazardous areas will be individually considered for type
of enclosure, depending upon the classification, group, and division of the
hazardous area in question.

Double-shielded, grease-prelubricated, regreaseable antifriction bearings having
ABMA minimum L-10 rating life of not less than 15,000 hours will be furnished.
Motor leads will be terminated in the limit switch compartment.

All motor operators will be supplied with low voltage, single-phase space
heaters located in the limit switch compartment and in the motor. Motor space
heater leads will be terminated in the limit switch compartment.

Crane and Hoist Motors

The electric motor brake horsepower required to drive equipment at the maximum
design point of the equipment will not exceed the motor rating at 1.0 service
factor.

Motor rating and nameplate will conform to applicable requirements of NEMA MG 1.


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Motor intermittent time ratings will be not less than 30 minutes.

Wound-rotor motor secondary voltage, maximum amperes, and external resistance
will be in accordance with NEMA MG 1-18.504.

Design and construction of each motor will be coordinated with the driven
equipment requirements.

Motor capability and the specified temperature rise will not be exceeded during
accelerating, braking, plug stop, and reduced-speed load requirements of the
equipment.

Power and Control Wiring

Design Conditions

In general, conductors will be insulated on the basis of a normal maximum
conductor temperature of 90 C in 40 C ambient air with a maximum emergency
overload temperature of 130 C and a short circuit temperature of 250 C. In areas
with higher ambient temperatures, larger conductors will be used or higher
temperature rated insulation will be selected. Conductor size and ampacity will
be coordinated with circuit protective devices. Cable feeders from medium
voltage power equipment will be sized so that a short circuit fault at the
terminals of the load will not result in damage to the cable prior to normal
operation of fault-interrupting devices.

Cables for medium voltage service will be shielded with the shield grounded at
both ends, thereby accomplishing the following results:

(1)   Confinement of the dielectric field within the cable.

(2)   Obtaining a symmetrical radial distribution of voltage stress within the
      dielectric.

(3)   Compliance with ICEA recommendations for shielding.

(4)   Reducing the hazard of shock to personnel.

(5)   Prevention of charging current from being conducted by a surface
      contaminant.

(6)   Allowing circuits to be dc high potential tested after installation.

(7)   To limit radio interference.

(8)   To protect cable from induced potentials.


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Instrument cable will be shielded to minimize electrical noise attenuation as
follows:

(1)   Aluminum-polyester tape with 100 percent coverage and copper drain wire
      will be used for shielding.

(2)   Low-level analog signal cables will be made up of twisted and shielded
      pairs.

(3)   Digital signal cables will be untwisted and shielded.

(4)   Except where specific reasons dictate otherwise, cable shields will be
      electrically continuous. When two lengths of shielded cable are connected
      together at a terminal block, a point on the terminal block will be used
      for connecting the shields.

(5)   For multipair cables utilizing individual pair shields, the shields will
      be isolated from each other.

To be effective, instrument cable shields should be grounded on one end as
follows:

(1)   The shield on digital signal circuits will be grounded at the power supply
      end.

(2)   The shields on grounded thermocouple circuits will be grounded at the
      thermocouple well. The shields on ungrounded thermocouple circuits will be
      grounded at the control system inputs and left floating at the well.

(3)   Multipair cables used with thermocouples will have individually isolated
      shields so that each shield will be maintained at the particular couple
      ground potential.

(4)   Each RTD (resistance temperature detector) system, consisting of one power
      supply and one or more RTD's, will be grounded at only one point.

(5)   RTD's embedded in windings of transformers and rotating machines will be
      grounded at the frame of the respective equipment.

(6)   The low or negative potential side of a signal pair will be grounded at
      the same point where the shield is grounded. Where a common power supply
      is used, the low side of each signal pair and its shield will be grounded
      at the power supply.

Conductors

Design Basis

Electrical conductors will be selected with an insulation level applicable to
the system voltage for which they are used and ampacities suitable for the load
being served.


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Cable Ampacities

The maximum ampacities for any cable will depend upon the worst case in which
the cable will be routed (tray, conduit, duct, or direct buried). In addition to
ampacity, special requirements, such as voltage drop, fault current
availability, and environment, will be taken into consideration in sizing of
cable.

The allowable ampacity of power cables will be in accordance with NEC
requirements.

Insulation

Cable insulation and construction will be as follows:

      Flame Retardance

      To minimize the damage that can be caused by a cable fire, cables
      installed in electrical cable tray systems will have insulations and
      jackets which have nonpropagating and self-extinguishing characteristics.
      As a minimum, these cables will meet the flame test requirements of IEEE
      383, using a gas burner flame source. These characteristics are essential
      for all cables installed in electrical cable tray in the plant.

      Medium-Voltage Power Cable

      Power cable with 5/8 kV class insulation will supply all medium voltage
      service and may be routed in trays, conduits, or ducts. The following
      cable construction will be utilized:

      Single-conductor; Class B stranded copper; ethylene propylene rubber (EPR)
      or tree resistant XLPE insulation; shielded; and chlorsulfonated
      polyethylene (CSP) or chlorinated polyethylene (CPE) jacketed.

      Low-Voltage Power Cable 600 Volts

      Power cable with 600-volt class insulation will supply power to loads at
      voltage levels of 600 volts ac and below, and 250 volts dc and below.
      Cables may be routed in trays, conduits, or ducts. The following cable
      constructions will be utilized:

      Single-conductor; Class B stranded copper; flame-retardant, cross-linked
      polyethylene (FRXLPE) or a flame-retardant ethylene propylene rubber
      (FREPR) without an overall jacket.

      Three-conductor; concentric lay, stranded copper with a ground wire in the
      interstices; FRXLPE or FREPR insulation; flame-retardant CSP, or CPE
      jacketed overall.


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      Control Cable 600 Volts

      Control cable with 600-volt class insulation will be used for control,
      metering, and relaying. A minimum of 10 AWG cable will be used for current
      transformer circuits. Cables may be routed in trays, conduits, or ducts.
      The following cable construction will be utilized:

      Multiple-conductor, as required, stranded copper, multiple-conductor,
      FRXLPE or FREPR insulation; flame-retardant CSP, or CPE jacketed overall.

      Instrument Cable 600 Volts

      Instrument cable will be used for control and instrument circuits that
      require shielding to avoid induced currents and voltages. The following
      cable construction will be utilized:

      600-volt, flame-retardant single pair or triads, shielded instrument
      cable; FRXLPE or FREPR insulation; CSP or CPE jacketed overall.

      600-volt, flame-retardant multiple pair or triads, shielded instrument
      cable with individually shielded pairs, overall shield and overall jacket;
      FRXLPE or FREPR insulation; CSP or CPE jacketed overall.

      The type of cable used will be determined by individual circuit
      requirements and individual equipment manufacturer's recommendations.

      Thermocouple Extension Cable

      Thermocouple extension cable will be used for extension leads from
      thermocouples to junction boxes and to instruments for measurements of
      temperature. Cables may be routed in trays, conduits, or ducts. The
      following cable construction will be utilized:

            One, four, six, and eight twisted pairs, solid-alloy conductor with
            the same material as the thermocouples, with shield over each pair
            (except for one-pair construction) and with an overall shield,
            FRXLPE, or FREPR insulation; aluminum Mylar tape shield with drain
            wire; CSP or CPE jacketed overall.

      High-Temperature Cable

      High-temperature cable will be used for wiring to devices located in areas
      with ambient temperatures above 75 C. Cables may be routed in conduit.
      Cable lengths will be minimized by terminating the cable at terminal boxes
      or conduit outlet fittings located outside the high-temperature area and
      continuing the circuit with control or thermocouple extension cable. The
      following cable construction will be utilized:

            Single-conductor control cable; stranded copper, with normal maximum
            operating temperature of 200 C; silicone rubber insulation; braided
            glass jacket.


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            Single twisted pair thermocouple extension cable; solid-alloy
            conductor with the same material as the thermocouples; with normal
            maximum operating temperature of 200 C; Teflon insulation; aluminum
            Mylar tape shield with drain wire; Teflon jacketed overall.

      Lighting and Fixture Cable

      Lighting and fixture cable with 600-volt insulation will be as follows:

      (1)   Circuits for 240-volt maximum service, totally enclosed in conduit,
            NEC Type THHN.

      (2)   Circuit for 600-volt maximum service, totally enclosed in conduit,
            NEC Type XHHW.

      (3)   Circuit runs for roadway or outdoor area lighting with RHW
            conductors for direct burial.

      (4)   Fixture wire, NEC Type SF-2, silicone rubber insulation, braided
            glass jacket.

      Lighting and fixture cable designations and conductor sizes will be
      identified on the drawings.

      Grounding Cable

      Grounding cable will be insulated or bare copper conductor sized as
      required.

      Switchboard and Panel Cable

      Switchboard and panel cable will be insulated to 600 volts with FRXLPE
      moisture-resistant insulation. Cable will be type SIS Switchboard Wire.

      Special Cable

      This type of cable will include cable supplied with equipment,
      prefabricated cable, coaxial cable, communication cable, etc. This cable
      will normally be supplied by a particular manufacturer.

      Special cable will be routed in accordance with manufacturer's
      recommendations.

      Miscellaneous Cable

      If other types and construction of cable are required as design and
      construction of the unit progress, they will be designated and routed, as
      required.


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Testing Requirements

Preoperational tests will be performed on all insulated conductors after
installation.

(1)   All insulated conductors with insulation rated 5,000 volts and above will
      be given a field dc insulation test after installation, as specified in
      part 6 of ICEA Standards S-68-516 and S-66-524.

(2)   Low-voltage cables will be either insulation resistance tested prior to
      connecting cables to equipment or functionally tested (at equipment
      operation voltage) as part of the checkout of the equipment system.

(3)   All insulated conductors will be continuity tested for correct conductor
      identification.

Installation

Cable installation will be in accordance with the following general rules:

(1)   Cables will be routed as indicated in the circuit list.

(2)   The pulling tension of cable will not exceed the maximum tension
      recommended by the cable manufacturer, and the pulling tension in pounds
      at a bend will not exceed the cable manufacturer's recommendations.

(3)   Care will be exercised during the placement of all cable to prevent
      tension and bending conditions in violation of the manufacturer's
      recommendations.

(4)   All cable supports and securing devices will have bearing surfaces located
      parallel to the surfaces of the cable sheath and will be installed to
      provide adequate support without deformation of the cable jackets or
      insulation.

(5)   Nylon ties will be used to neatly lace together conductors entering
      panelboards, control panels, and similar locations after the conductors
      have emerged from their supporting raceway and before they are attached to
      terminals.

(6)   Both ends of all circuits will be identified by tags with the Engineer
      assigned circuit number.

(7)   All spare conductors of a multiconductor cable will be left at their
      maximum length for possible replacement of any other conductor in the
      cable. Each spare conductor will be neatly coiled and taped to the
      conductors being used.

(8)   In addition to the above requirements, cables will be installed in
      accordance with manufacturer's requirements and recommendations.


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(9)   Phasing of medium-voltage and low voltage 3-phase power conductors will be
      identified, using Black Phase A, Red Phase B, Blue Phase C, White Neutral,
      and Green or bare ground.

Connectors

This section defines methods of connecting cable between electrical systems and
equipment. In this section, the term "connector" is applied to devices that join
two or more conductors or are used to terminate conductors at equipment
terminals for the purpose of providing a continuous electrical path.

Connector material will be compatible with the conductor material to avoid the
occurrence of electrolytic action between metals.

Connectors will meet the bolt hole requirements of Paragraph CC1-4.05 of NEMA
standard publication for Electric Power Connectors, publication CC1.

All medium-voltage connectors will be pressure type and secured by using a
crimping tool. The tool will be a ratchet type and a product of the connector
manufacturer made for the particular connector to be installed. The tool will
produce a crimp without damage to the conductor but will assure a firm
metal-to-metal contact.

Medium-voltage cables require stress cones at the termination of the cables and
at points where cables are spliced. Stress cones will be of the preformed type
suitable for the cable to which they are to be applied.

All low-voltage connectors will be pressure type, installed identical to the
medium-voltage cables, or will be clamp type if the connector is furnished as
part of the connected equipment, such as terminations to breakers and motor
controllers.

Cables will not be spliced in cable trays or conduits. Splices to devices with
factory pigtails will be made in conduit outlet fittings or junction boxes,
utilizing an appropriate connector.

Protective Relaying

The selection and application of protective relays are discussed in the
following paragraphs. These relays protect equipment in the Auxiliary Power
Supply System, Generator Terminal System, Primary Power Supply System,
Turbine-Generator System, and the electrical loads powered from these systems.


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The following general requirements apply to all protective relay applications:

(1)   The protective relaying scheme will be designed to remove or alarm any of
      the following abnormal occurrences which are beyond the safe operating
      range of the equipment:

      (a)   Overcurrent.

      (b)   Undervoltage or overvoltage.

      (c)   Frequency variations.

      (d)   Overtemperature.

      (e)   Excessive pressure.

      (f)   Open circuits and unbalanced current.

      (g)   Abnormal direction of power flow.

(2)   The protective relaying system will be a coordinated application of
      individual and/or integrated relays. For most monitored abnormal
      conditions, there will exist a designated primary device for detection of
      that conditions. A failure of a primary relay will result in the action of
      a secondary, overlapping scheme to detect the effect of the same abnormal
      occurrence. The secondary relay may be the primary relay for a different
      abnormal condition. Alternate relays may exist which detect the initial
      abnormal condition but which have an inherent time delay so that the
      alternate relays will operate after the primary and secondary relays.
      Similar to secondary relays, the alternate relays may be primary relays
      for other abnormal conditions. All protective relays will be selected to
      coordinate with protective devices supplied by manufacturers of major
      items and the thermal limits of electrical equipment, such as transformers
      and motors.

(3)   Secondary current produced by current transformers (CT's) will be
      5-amperes, and voltage signals produced by voltage transformers (VT's)
      will be in the 120-volt range.

Power Transformer Relays

Generator Transformer

The generator transformer is protected against the effects of the following
conditions:

(1)   Phase faults

(2)   Ground faults


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This protection will be provided by the following relays which are shown on
Figure 2.7.3-1 and discussed in the following paragraphs.

Device 87-T is a differential relay that provides transformer primary protection
by detection of three-phase and phase-to-phase faults in the generator
transformer low-voltage, delta-connected windings, and three-phase,
phase-to-phase, and phase-to-ground faults in the generator transformer
high-voltage, wye-connected windings. This device will trip a lockout relay for
a fault in its zone of protection, which includes the generator transformer,
generator, generator breaker, and generator bus duct.

Device 51-N will provide sensitive backup protection for ground faults in the
external system. This relay will actuate a lockout relay.

A rapid increase in pressure within the transformer tank associated with an
internal fault will be detected by a sudden-pressure relay, Device 63-G1. Device
63-G1 actuates the generator lockout relay through an auxiliary tripping scheme
designed to prevent false trips.

Auxiliary Power Transformer

The auxiliary power transformer is protected against the effects of the
following conditions:

(1)   Phase faults

(2)   Ground faults

(3)   Overloads

This protection will be provided by the following relays which are discussed in
the following paragraphs.

Device 87-M1 provides primary protection for the medium-voltage and low-voltage
winding of the main auxiliary transformer and for the nonsegregated phase bus
duct connecting the low-voltage winding to the incoming main breaker in the
plant metal-clad switchgear. These relays offer protection against
phase-to-phase and three-phase faults. Device 87-M1 is relatively insensitive to
ground faults on the secondary side of the transformer, should the fault current
magnitudes be less than the maximum available ground fault current.

Device 50/51-M1 consists of three time overcurrent relays with instantaneous
units. The time overcurrent relay function provides overload protection for the
transformer's high-voltage winding. The instantaneous unit provides a backup
protection against transformer faults.

One time overcurrent relay is connected to the bushing current transformer on
the neutral of the low-voltage winding of the main auxiliary transformer. The
relay device number is 51G-M1. The relay provides primary overload protection to
its neutral winding's resistor for ground faults on the switchgear bus or on
feeders emanating from the switchgear lineup. The relay also


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provides backup protection for ground faults in the transformer low-voltage
winding, in the nonsegregated phase bus duct, on the switchgear bus, or on
feeders emanating from the switchgear lineup.

A rapid increase in pressure within the transformer tank associated with an
internal fault will be detected by a sudden-pressure relay, Device 63-M1. Device
63-M1 actuates the lockout relay through an auxiliary tripping scheme designed
to prevent false trips.

Metal-Clad Switchgear

A summary of the protective relays used in the medium voltage metal-clad
switchgear lineups is discussed in the following paragraphs.

Incoming Main Breakers

Each incoming auxiliary power transformer breaker in the switchgear will be
provided with time overcurrent relays (Device 51) and a time overcurrent ground
detection relay (Device 51N). Device 51 would detect and trip the respective
switchgear breaker for sustained overloads and short circuit currents on the
switchgear bus. These relays provide backup protection for faults on feeders
emanating from the switchgear lineups. Device 51N is residually connected to
switchgear current transformers (CT's) and provides primary protection for
ground faults on the switchgear bus and backup protection for ground faults in
feeders emanating from the switchgear lineup.

Each medium-voltage switchgear bus will be provided with two undervoltage relays
(Device 27) which will, when bus voltage drops to a preset level, trip load
feeder circuit breakers.


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                                 Figure 2.7.3-1
                                    Not Used


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                                 [Figure 2.7.3-2
                        Auxiliary Transformer Protection]


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Tie Circuit Breaker (If Required)

Each metal-clad tie circuit breaker will be provided with time overcurrent
relays (Device 51) and a time overcurrent ground detection relay (Device 51N),
as shown on Figure 2.7.3-3. Device 51 protects the tie circuit and the
switchgear bus, which receives power through the tie circuit, against sustained
short circuit currents. Device 51N is connected to the residual circuit of the
three-phase Current transformers (CT's) and protects the tie circuit and the
switchgear bus, which receives power through the tie circuit, against sustained
ground faults. Devices 51 and 51N provide backup protection for circuits farther
downstream.

Remote Switchgear Feeder Breakers

Each remote switchgear feeder will be protected by a time overcurrent relay
(Device 51) and a time overcurrent ground detection relay (Device 51G or 51N),
as shown on Figure 2.7.3-4. Device 51 protects the feeder circuit and the remote
switchgear bus against sustained short circuit currents and serves as backup
protection for circuits farther downstream. Device 51G or 51N protects the
feeder circuit and the remote switchgear bus against sustained ground faults.
This relay also provides backup protection for circuits farther downstream.

Device 51G is connected to a window-type current transformer (CT) encircling all
the phase conductors and is the preferred means of protecting this type of
feeder circuit against ground faults. Device 51N is connected to the residual
circuit of the three CT's that supply the Device 51 relays. The 51N connection
is used when the zero sequence current transformers cannot encircle all phase
conductors. The 51N connection is less desirable because it cannot be set as
sensitive as the 51G relay to avoid pickup for a false residual current flow
during the starting of a large downstream motor.

Secondary Unit Substation Feeder Breakers

Each secondary unit substation transformer will be protected by phase
overcurrent relays (Device 50/51) and a ground overcurrent relay (Device 50G),
as shown on Figure 2.7.3-5. Device 50/51 will protect secondary unit substations
against the effects of sustained overloads and short circuit currents. Device
50G is an instantaneous overcurrent relay which is connected to detect only
ground fault currents through a 50/5 zero sequence current transformer. Device
50G will protect against ground faults in the high-voltage side of each SUS
transformer and the high-voltage cable feeder.

Bifurcated feeder breakers (switchgear breakers serving two SUS transformers)
will be provided with Devices 50/51 and 51G for each transformer feeder, as
shown on Figure 2.7.3-5. Each relay that trips the breaker will be provided with
target indication visible from the front of the relay. The target indication
will provide immediate identification of which transformer feeder was faulted
and the type of fault that occurred.


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Motor Feeder High-Voltage Motor Starters

Motors rated 5,000 horsepower and less will be supplied from high-voltage motor
starters with drawout vacuum contactors. Each motor starter will be provided
with current-limiting fuses to provide protection against phase-to-phase and
three-phase faults. The fuses will be interlocked with the motor starter
contactor to de-energize the motor if any one of the fuses operates to interrupt
fault current. This will prevent single-phasing the motor. Protection from
overload conditions will be provided by an overload relay or a solid-state motor
protection device. Sensitive ground fault protection will be provided by a
zero-sequence current transformer and instantaneous ground sensor relay or as
part of the solid-state motor protection device.

Motor Feeder Breakers

Motors rated above 5,000 horsepower will be supplied from drawout vacuum
switchgear breakers.

Motors will be protected by phase overcurrent relays (device 50/50/51) and a
ground sensor relay (Device 50G). Device 50/50/51 will provide primary motor and
cable protection and consists of a time overcurrent element and two
instantaneous elements; the time overcurrent element is connected to alarm
overload (via device 74) and is set to pick up at approximately 100 percent of
motor full load current for motors with a service factor of 1.15. The high
dropout instantaneous element is set to pick up at approximately 200 percent of
motor full load current and is connected to trip the motor through the time
overcurrent element contacts. The ordinary instantaneous element is set to pick
up at approximately 200 percent motor locked-rotor current and is connected to
trip the motor.

The ground sensor relay (Device 50G) will provide primary protection for motor
and cable ground faults.

Secondary Unit Substations and MCCs

Overload and fault protection for loads connected to the low voltage secondary
unit substations (SUS) will be provided by Solid-State Trip Devices (SSTD's)
which are an integral part of the drawout type air circuit breakers.

Breakers supplying motors or other devices which do not require coordination
with downstream trip devices will have adjustable long-time and instantaneous
elements for phase protection.

Main breakers, tie breakers, and breakers supplying motor control centers
(MCC's) or other loads which contain trip devices will have adjustable long-time
and short-time SSTD elements for phase protection. The pickup point and time
settings will be adjustable to allow for proper coordination with all downstream
trip devices.


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                                 [Figure 2.7.3-3
                              Tie Breaker Relaying]


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                                 [Figure 2.7.3-4
             Relaying for Source Breaker Feeding Remote Switchgear]


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Sustained undervoltage in the SUS bus will be detected by undervoltage relays
(Device 27), as shown on Figure 2.7.3-6. These relays will sense the potential
across the secondary of a potential transformer and initiate tripping of all
feeder breakers served by the specific SUS bus.

The low voltage system is high resistance neutral grounded. A ground fault will
be detected and alarmed by an overvoltage relay (device 64) which is connected
from one of the resistor taps to ground. The overvoltage relay has a time dial
to prevent operation for a transient condition. It also has a low-voltage pickup
value (16 volts) which is sensitive to ground faults having high impedance.

Locating and isolating the ground will be accomplished with the use of a
portable pulsing device and a portable hook-on ground current detector. The
pulsing device will short across taps provided on the resistor, thus creating
pulsating ground fault currents. The hand-held ground detector is positioned
around each of the feeder circuits (may include conduit) until the faulted
circuit is located. This method of ground fault detection eliminate the need for
tripping loads until the ground fault is isolated.

Motor control centers will be protected by SUS feeder breakers having adjustable
long-time and short-time SSTD elements for phase protection. The SSTD protects
the MCC feeder circuit and the bus against sustained short circuit currents and
serves as backup protection for MCC feeder circuits.

Each magnetic starter within an MCC which supplies power to a motor will be
equipped with a magnetic-only molded case circuit breaker and a bimetallic
thermal overload element in the starter to protect motors against overload.

Certain loads will be fed from MCC feeder circuit breakers. The breakers will be
thermal magnetic molded case breakers sized to protect supply cable and
individual loads.

Low Voltage Power Panels

Power panels will be supplied with thermal-magnetic circuit breakers sized to
protect supply cable and individual loads.

Battery Systems

Four battery systems are provided for the power plant: one battery system for
each of the two Econopacs, one battery system for the plant (station battery
system), and one battery system for the switchyard battery.

Each Econopac battery will provide dc power for its associated Econopac dc
loads, including the emergency lube oil pump motor, the emergency seal oil pump
motor, the turning gear motor and the dc distribution panelboard located in the
dc MCC. The Econopac battery system will consist


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of a 125 Vdc battery, a single battery charger, and a 125 Vdc distribution
panelboard that serves miscellaneous dc loads such as the combustion
turbine-generator protective relay panelboard.

The plant station battery system will provide dc power for the closing and
tripping of the medium and low voltage switchgear circuit breakers, for the WDPF
control system, and for the plant protective relay panelboards. It will also
provide power upon loss of ac auxiliary power for the vital ac system and for
motors necessary for safe coast-down of rotating equipment, including the steam
turbine-generator's emergency lube oil pump motor and emergency seal oil pump
motor. The plant station battery system will consist of a 125 Vdc distribution
panelboard that serves miscellaneous switchyard dc loads.

The batteries will be continually connected to their battery charger(s) to
maintain the batteries at maximum capacity. Each charger will be solid-state
rectifier type with separate float and equalization voltage controls. The
charger will be capable of recharging a completely depleted battery in 12 hours.

In general, each battery will be sized to provide power to the connected
emergency dc lube oil pump motor loads and dc turning gear motor loads (if
applicable) for three hours, to provide power to the connected emergency dc seal
oil pump motor (if any) for 1.5 hours, to provide power to the inverter (if any)
for one hour, and to provide power to any other dc control power functions for
1.5 hours. At the end of a three hour period, the battery will have sufficient
capacity left to close the necessary breakers to reenergize the plant ac system.


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                                 [Figure 2.7.3-5
                       SUS Transformer Feeder Protection]


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Classification of Hazardous Areas

Areas where flammable and combustible liquids and gases are handled and stored
will be classified for the purpose of determining the minimum criteria for
design and installation of electrical equipment to minimize the possibility of
ignition. The criteria for determining the appropriate classification are
specified in Article 500 of the National Electrical Code (NFPA/ANSI C1). The
application of these criteria to specific areas at generating stations is
provided in the following sections and in Article 127 of the National Electrical
Safety Code (ANSI C2).

In addition to defining hazardous areas by class and division, each hazardous
element is also assigned a group classification (A, B, C, etc.). The group
classifications of hazardous elements are specified in Article 500 of the NEC
and in NFPA Standard 497M.

Electrical equipment in areas classified as hazardous will be constructed and
installed in accordance with the requirements of Articles 501 and 502 of the
National Electrical Code.

References for use in classification of areas, as well as specification of
requirements for electrical installation in such areas, include the following:

(1)   National Electrical Safety code ANSI C2.

(2)   National Electrical Code ANSI C1, NFPA 70/ANSI C1.

(3)   National Fire Codes, National Fire Protection Association codes,
      standards, and recommendations.

(4)   American Petroleum Institute Recommended Practices.

Flammable and Combustible Liquid Storage and Handling

Areas where flammable and combustible liquids are stored and handled will be
classified , as indicated in the following sections.

Flammable and Combustible Liquid Storage and Handling

Flammable liquids (flash point below 100 F), which includes gasoline (Group D
hazard), will be considered hazardous wherever they are handled or stored. The
areas where gasoline is handled or stored will be classified, as specified in
Section 127.E of the National Electrical Safety code.


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Combustible Liquids

Combustible liquids (flash point of 100 F or higher) include fuel oil, diesel
fuel, and lubrication oil (Group D hazards). Areas where these liquids are
handled or stored will not be classified because they will not be handled or
stored at temperatures which will produce sufficient vapors to form an ignitable
mixture with air beyond the surface of the liquid within the piping or vessel in
which they are normally contained.

Natural Gas Systems

Natural gas systems used as a fuel source for combustion turbines and fired heat
recovery steam generators will be classified as follows:

(1)   Areas outdoors within 5 feet of vents from relief valves will be Class I,
      Division 1, Group D. Areas outdoors from 5 feet to 15 feet of vents from
      relief valves will be Class I, Division 2, Group D.

(2)   Enclosed and adequately ventilated areas where gas is compressed will be
      Class 1, Division 2, Group D, except for pits and sumps below grade, which
      will be Class I, Division 1, Group D.

(3) Outdoor areas with 15 feet of gas compressors, regulators, valves, etc.,
will be Class I, Division 2, Group D, except for pits or vaults within the
15-foot boundaries, which shall be Class I, Division 1, Group D.

(4) Enclosed areas which are not adequately ventilated and where bleed gas or
gas from leaks is anticipated will be Class I, Division 1, Group D. Areas for 10
feet beyond these enclosures, unless separated by a sealed, vapor tight barrier
wall, will be class I, Division 2, Group D. Areas separated by a sealed, vapor
tight barrier will be nonhazardous.


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                                 [Figure 2.7.3-6
                Low Voltage Secondary Unit Substation Protection]


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Gaseous Hydrogen Systems

Gaseous hydrogen (Group B hazard) systems used for generator cooling will be
classified as follows:

(1)   Areas within 15 feet of outdoor hydrogen storage areas will be Class I,
      Division 2, Group B.

(2)   Areas within separate buildings or rooms used for storage of hydrogen will
      be Class I, Division 2, Group B.

(3)   Areas within 25 feet of hydrogen storage systems located inside rooms and
      buildings used for purposes other than hydrogen storage will be classified
      Class I, Division 2, Group B.

(4)   Areas around elements of the hydrogen seal oil system (e.g., detraining
      tank, control panel, vacuum tank, etc.), which will be vented externally,
      will not be classified.

(5)   Areas around hydrogen piping beyond the point where the hydrogen storage
      system connects to the distribution piping will not be classified.

Hydrogen storage areas will not be located below electric power lines.

Liquid Hydrogen Systems

Liquid hydrogen (Group B hazard) systems used for generator cooling will be
classified as follows:

(1)   Areas within 3 feet of any point where connections are regularly made and
      disconnected will be classified Class I, Division 1, Group B.

(2)   Except as provided in Class I, Division 1, Group B above, areas within 25
      feet of any point where connections are regularly made and disconnected
      will be classified Class I, Division 2, Group B.

(3)   Areas within 25 feet of liquid hydrogen storage containers will be
      classified Class I, Division 2, Group B.

(4)   Areas within separate buildings or special rooms used for storage and
      handling of liquid hydrogen will be classified Class I, Division 2, Group
      B.

Storage containers for liquid hydrogen will not be located beneath electric
power lines or where they might be exposed to their failure.


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Acetylene Storage

Storage areas for unused bottles of acetylene will be classified the same as
gaseous hydrogen, as discussed in 12.6.3, Gaseous Hydrogen Systems, except that
the designation will be Group A rather than Group B. Acetylene storage areas
will not be located near building exits.

Battery Rooms

Battery rooms will be provided with adequate ventilation of hydrogen gas and
will not be classified.

Vehicle Maintenance Garage

Areas used for vehicle maintenance will be provided with adequate ventilation to
remove all flammable vapors and will not be classified except for pits or
depressions below floor level, which will be classified Class I, Division 2,
Group D.

Paint Shop

Enclosed rooms used for spray painting will be classified Class I, Division 1,
Group D. also, an area extending for 3 feet in all directions from the edges of
any opening in such rooms will be classified Class I, Division 2, Group D.

Sewage Lift Stations

Sewage lift station wet wells and any enclosed nonventilated area above the wet
well will be classified Class I, Division 1, Group D.

Grounding

The station grounding system will be an interconnected network of bare copper
conductor and copper-clad ground rods. The system will be provided to protect
plant personnel and equipment from the hazards which can occur during power
system faults and lightning strikes.

The grid conductor size and quantity and length and quantity of ground rods will
be calculated, for acceptable step and touch potentials, in accordance with IEEE
80 standard, based on soil resistivity determined by test performed in
accordance with IEEE standards.

Design Basis

The station ground grid will be designed for adequate capacity to dissipate heat
from ground current under the most severe conditions in areas of high ground
fault current concentrations, with grid spacing such that safe voltage gradients
are maintained.


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Bare conductors to be installed below grade will be spaced in a grid pattern to
be indicated on the construction drawings. Each junction of the grid will be
bonded together by an exothermal welding process.

In the plant area, grounding stingers will be brought through the ground floor
and connected to the building steel and selected equipment. The grounding system
will be extended, by way of stingers and conductor installed on the outside of
cable tray, to the remaining plant equipment. Equipment grounds will conform to
the following general guidelines:

(1)   Grounds will conform to the NEC and NESC.

(2)   Major items of equipment, such as switchgear, secondary unit substations,
      motor control centers, relay panels, and control panels will have integral
      ground buses which will be connected to the station ground grid.

(3)   Electronic panels and equipment, where required, will be grounded,
      utilizing an insulated ground wire connected in accordance with the
      manufacturer's recommendations. In some situations, a separate small grid
      and ground rod, isolated from the main ground, will be required. Where
      practical, electronics ground loops will be avoided. Where this is not
      practical, isolation transformers will be furnished.

(4)   Motor supply circuits to low voltage motors, which utilize three-conductor
      cable with a ground in the interstices, will utilize this ground for the
      motor ground. For low voltage motor supply circuits which utilize three
      single-conductor cables, the ground conductor will be sized in accordance
      with the following:

          Supply Conductor Size            Ground Conductor Size
          ---------------------            ---------------------
          2/0 AWG                          6 AWG
          3/0 AWG through 250 kcmil        4 AWG
          350 kcmil through 750 kcmil      2 AWG

(5)   All 2,300-volt and higher voltage rated motors will have a minimum of one
      1/0 AWG bare copper ground conductor connected between the motor frame and
      the station ground grid.

(6)   A copper grounding conductor, which is part of an approved multiconductor
      cable assembly or is a separate conductor, will be routed parallel to all
      power conductors in accordance with Article 250-95 of the National
      Electrical Code.

Remote buildings and outlying areas with electrical equipment will be grounded
by establishing local subgrade ground grids and equipment grounding systems in a
manner similar to the plant area. Remote grids, where practical, will be
interconnected with the station ground grid to reduce the hazard of transferring
large fault potentials to the remote area through interconnecting
instrumentation and communication cable shields.


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The conduit system will not be considered to be a grounding conductor except for
itself and lighting circuits.

Materials

Grounding materials furnished are described in the following:

(1)   Rods will be copper-clad, as manufactured by Copperweld, Blackburn, Weaver
      or equal. Ground rod length and diameter will be determined by soil
      resistivity and subsurface mechanical properties. Where required ground
      rod length exceeds 10 feet, standard sections will be exothermally welded
      together, using a guide clamp.

(2)   Cable will be soft-drawn copper with Class B stranding or copper-clad
      steel.

(3)   Exothermal welds will use molds, cartridges, and materials, as
      manufactured by Cadweld or equivalent.

(4)   Clamps, connectors, and other hardware used with the grounding system will
      be made of copper and purchased from an approved supplier.

(5)   Ground wires installed in conduit will be soft-drawn copper with Class B
      stranding and green-colored, 600-volt insulation.

Lighting

The lighting system will provide personnel with illumination for plant operation
under normal conditions, means of egress under emergency conditions, and
emergency lighting to perform manual operations during a power outage of the
normal power source. The permanent lighting system will be used for construction
lighting in areas where early installation is feasible. Temporary construction
lighting will be utilized in all other areas. The power supply for the lighting
system will be from low voltage, three-phase, four-wire panelboards. Emergency
lighting will be provided from emergency lighting units with self-contained
batteries.

Light Sources

The lighting system will be designed in accordance with the Illuminating
Engineering Society (IES) to provide illumination levels recommended by the
following standards and organizations:

(1)   ANSI/IES RP-7, 1983, Industrial Lighting.

(2)   ANSI/IES RP-8, 1983, Roadway Lighting.

(3)   Federal Aviation Administration (FAA).

(4)   Occupational Safety and Health Act (OSHA).


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Table 2.7.3-1 summarizes the illumination levels.

Light sources and fixture selections will be based on the applicability of the
luminaires for the area under consideration.

Three types of lamps will be used for the light sources in the lighting system,
including fluorescent, high-pressure sodium, and incandescent. Generally,
fluorescent lamps will be used in indoor, enclosed areas; high-pressure sodium
lamps will be used outdoors and in high-bay areas; and incandescent lamps will
be used for emergency lighting.

For design purposes, lighting is categorized by the following areas:

(1)   Indoor unfinished areas.

(2)   Outdoor areas.

(3)   High bay.

(4)   Roadway and area.

(5)   Egress and emergency.

(6)   Control room.

(7)   Construction.

Indoor Unfinished Areas

This category comprises most of the indoor low-bay areas, such as storage areas,
electrical equipment rooms, and warehouses. These areas will generally be
lighted, using industrial fluorescent fixtures.

High-pressure sodium fixtures will be used in areas where industrial fluorescent
fixtures are not suitable or cannot be installed due to physical or functional
limitations.

Outdoor Areas

This category includes lighting of equipment located outdoors and outdoor
platforms. High-pressure sodium fixtures suitable for use in wet locations will
be used.

High Bay

High-bay areas with light fixture mounting heights of 25 feet and above will be
lighted, using high-bay fixtures with high-pressure sodium lamps.


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Roadway and Area

Roadway and area lighting will be designed, using high-pressure sodium light
sources.

Egress and Emergency

Buildings equipped with artificial illumination will have adequate and reliable
illumination provided for egress to exit facilities. The emergency lighting
system will be used in the control room where illumination is required to
perform manual operations during a power outage of the normal source.

Control Room

The control room lighting will consist of general area, control panel,
emergency, and exit lighting. Control room general area lighting and control
panel lighting will be provided by fluorescent light fixtures to minimize
reflected glare. The fixtures will be powered from the plant reliable service.
The emergency light fixture will be normally "off" and will be automatically
turned "on" upon loss of the plant reliable service.

Construction Lighting

Lighting during construction will be for the benefit of all contractors engaged
in work at the jobsite. In areas where construction restricts natural lighting
from the sun and foot-candle levels approach OSHA minimum levels, construction
lighting will be placed in operation as soon as practicable and kept in
continuous operation while any work is in progress.

Temporary lighting will be required for most enclosed areas during early
construction before permanent panelboards, raceway, and light fixtures are
installed. Temporary lighting will consist of portable cords and guarded lamps
so that it can be relocated and/or added by the Contractor to provide
foot-candle levels for safe working conditions and clearances for piping and
equipment installations. Permanent lighting will be installed in areas where
construction of the structure is complete and installation of light fixtures,
conduit, and panelboards can be permanently installed.

Lighting Control

Electric power to light fixtures will be switched with wall-mounted light
switches in areas where the light can be "off' when the area is not occupied.
Wall-mounted switches will be provided at the entrance to rooms or other
enclosed spaces.


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                                 Table 2.7.3-1
                              Illumination Levels
--------------------------------------------------------------------------------
                                                                Maintained
Interior Location                                              Foot-Candles
--------------------------------------------------------------------------------
Air-Conditioning Equipment                                          10

Assembly Rooms                                                     100

Auxiliaries, Battery Rooms, Boiler Feed Pumps, Tanks,               20
Compressors, Gauge Area, Inverter Rooms

Boiler Platforms                                                    10

Cable Room, Circulator, or Pump Bay                                 10

Chemical Laboratory                                                100

Condensers, Deaerator Floor, Evaporator Floor, Heater Floors        10

Control Rooms                                                       50

Control Room Emergency Lighting                                     3

Hydrogen Manifold Area                                              20

Switchgear, Power                                                   20

Toilets                                                             30

Turbine Room                                                        30

Water Treating Area                                                 20

Office                                                              75

Exterior Walkways and Platforms                                     2

Roadway                                                             1

Security fence                                                     0.5

Outdoor areas containing equipment that requires periodic           5
inspection
--------------------------------------------------------------------------------

Electric power to light fixtures in the Generation Building will be switched at
the panelboard, and the light fixtures will be circuited so that adjacent
fixtures are connected to alternate phases of a three-phase circuit. This type
of circuiting will permit the operator to uniformly increase the illumination
level, as required.

Electric power to light fixtures located outdoors will be switched with
photoelectric controllers.

Lighting Fixture Supports

In plant areas below the operating floor and areas that are congested with
piping, raceway, and overhead equipment, the lighting fixtures will be supported
from continuous-row, Unistrut-type


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channel. In other areas of the plant, light fixtures will be supported by rigid
steel conduit or 1/2-inch threaded rod pendants where they cannot be mounted
directly on the underside of decks, on structural steel, or in finished
ceilings.

Wiring Devices

Convenience outlets throughout the indoor areas of the plant and in the outlying
structures will be duplex, straight-blade, grounding-type receptacles rated at
20 amperes and 240 volts. Convenience outlets located outdoors will be duplex
receptacles with weatherproof snap-action covers. The outlets will be spaced to
provide access to almost any point in the plant or structure with a 50-foot
extension cord. In hazardous locations, convenience outlets will be suitable for
the NEC class and group requirements.

Switches used throughout the plant will be rated at 20 amperes and 240-volt ac
with enclosures suitable for the location in which they are installed.

Freeze Protection

A freeze protection system will be provided for outdoor piping, gauges, pressure
switches, and other devices subject to freezing.

For pipes which operate below 420 F, parallel circuit-type heating cable will be
directly applied to the pipe. These heating cable circuits can be assembled and
installed in the field, using the appropriate connection kits.

For pipes which operate at 420 F and above, factory-assembled, mineral
insulated-type heating cable will be used.

Power distribution panelboards, each fed from a low voltage transformer, will
furnish power to the freeze protection circuits. Power to the freeze protection
circuits will be controlled by ambient thermostats. In addition, thermostats
that sense actual pipe temperature may be required to prevent overheating of
critical process or chemical piping. Remote alarms for the overall system and
local monitoring of each freeze protection circuit will be provided. The freeze
protection system design will provide approximate balancing of load between the
three phases at each panelboard.

The freeze protection system will be designed to prevent freezing of liquids at
the coldest weather conditions defined in 2.2, Site Description, of this manual.

Lightning Protection

Lightning protection will be provided for the chimney, for the top of the
Generator Building if provided, and for the cooling tower.


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                    ELECTRICAL ENGINEERING DESIGN CRITERIA

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Lightning protection for the chimney will be provided by connecting the metal
stack to the ground grid.

Lightning protection for the Generator Building will consist of air terminals
installed on the building roof. The air terminals will be connected together
with copper cable and connected to the plant ground grid with copper down
conductors or through the building steel. Air terminals will be arranged to
provide protection for roof penetrating devices, such as piping, air-moving
equipment, etc.

Lightning protection for the cooling tower will consist of air terminals
provided at intervals around the top of each cell. The air terminals will be
connected together by copper cable and connected to the ground grid with copper
down conductors.

Raceway and Conduit

The design and specifications for the raceway and conduit systems used in
supporting and protecting electrical cable will be in accordance with the
provisions of the NEC.

Cable Tray

All cable trays except for electronics trays will be of ladder-type construction
with a maximum rung spacing of 6 inches, nominal depths of 4 to 6 inches, and
various widths, as required. There will be a maximum spacing of 8 feet between
cable tray supports, except fittings (elbows, tees, etc.) which shall be
supported in accordance with NEMA standards.

Cable tray fittings will have a radius of 12 or 24 inches.

Cable trays, cable tray fittings, and cable tray covers will be constructed of
steel or aluminum; steel shall be hot-dipped galvanized after fabrication.

Solid-bottom trays will be provided for all special noise-sensitive circuits and
analog instrumentation circuits.

Individual tray systems will be established for the following services:

(1)   Medium voltage and higher power cables.

(2)   Power and control cables with 600-volt insulation.

(3)   Special noise-sensitive circuits or instrumentation cables.

Further subdivision of tray systems will be provided where justified by the
quantity of tray required so that cables associated with duplicate equipment or
redundant control devices can be routed in separate trays to provide isolation.


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The summation of the cross-sectional areas of cable in tray will be limited to
30 percent of the usable cross section of the tray for medium voltage power
cables and to 40 percent for 600-volt and lower power and control cables.

The minimum design vertical spacing for trays will be 12 inches measured from
the bottom of the upper tray to the top of the lower tray. At least a 9-inch
clearance will be maintained between the top of a tray and beams, piping, or
other obstacles to facilitate installation of cables in the tray. A working
space of not less than 24 inches will be maintained on at least one side of each
tray.

Ventilated covers will be provided for vertical trays. Solid covers will be
provided for all solid-bottom tray and for all outdoor tray. Solid covers will
also be provided for the top tray of horizontal tray runs located under grating
floor or insulated piping and for all tray routed in areas where coal dust or
oil might enter or accumulate.

Conduit

Conduit will be used to protect conductors to individual devices, in hazardous
areas, and where the quantity of cable does economically justify the use of
cable tray.

Electrical Metallic Tubing (EMT) will be used indoors in nonhazardous areas for
lighting branch circuits and communication circuits.

PVC conduit will be used for duct banks, some below grade concrete-encased
conduit, and for direct burial of area lighting branch circuits.

Liquid tight flexible metallic conduit will be used for connections to accessory
devices, such as solenoid valves, limit switches, pressure switches, etc., for
connections to motors or other vibrating equipment, and across areas where
expansion or movement of the conduit is required.

All other conduit, unless specific environmental requirements dictate the use of
plastic or aluminum conduit, will be rigid galvanized steel (RGS).

Intermediate metal conduit (IMC) could be substituted for RGS, where allowed by
local building codes to reduce cost.

Exposed conduit will be routed parallel or perpendicular to dominant surfaces
with right-angle turns made of conduit bends or fittings.


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Conduit will be sized in accordance with the National Electrical code as
follows:

                    Number of Cables        Maximum Percent Fill
                    ----------------        --------------------

                           1                         53

                           2                         31

                       3 or more                     40

Conduit will be securely supported within 3 feet of connections to boxes and
cabinet and in accordance with the following table:

                                               Maximum Distance
                    Conduit Size               Between Supports
                    ------------               ----------------

               1/2 through 1-1/4 inch               8 feet

               1-1/2 inch and larger               10 feet

Supports for single and dual runs of conduit will be one-hole, cast-metal clamps
and clamp backs. Supports for banks of three or more conduits shall be
constructed of U-shaped support channels with associated conduit clips.

Duct Bank

Underground duct banks will be used for cable routed between buildings and other
remote areas, as necessary.

All underground duct banks excluding conduit under building slabs will consist
of type DB plastic conduit encased in reinforced concrete. Underground conduit
within the large building slabs shall be direct burial conduits with a 4" slab
of concrete above the conduit. The nominal diameter of the plastic ducts will be
4 inches. A galvanized steel conduit will also be installed, where required, for
digital and analog low-level circuits requiring noise immunity from adjacent
power circuits.

All underground duct banks outside the generation building will be installed in
accordance with the following methods:

(1)   Ducts will be sloped not less than 3 inches per 100 feet to manholes to
      provide adequate drainage. Low spots in duct runs will be avoided.

(2)   Reinforcing steel will not form closed magnetic paths between ducts.
      Nonmetallic spacers will be used to maintain duct spacing.


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Reinforced concrete manholes and electrical vaults will be provided, where
required, so that cable may be installed without exceeding allowable pulling
tensions and cable sidewall pressures. Each manhole will have the following
provisions:

(1)   Provisions for attachment of cable-pulling devices.

(2)   Provisions for racking of cables.

(3)   Manhole covers of sufficient size to loop feed the largest diameter cable
      through the manhole without splicing.

(4)   Sealed bottoms and sump pits. The sump pits will be used for water removal
      by portable sump pumps. No permanent sump pumps will be provided.

Conduit from manholes to the equipment at remote locations and duct bank risers
will be changed to rigid steel prior to emerging from below grade. All
below-grade steel conduit will be encased in concrete.

Wireway

Wireway will be used to connect panelboards and junction boxes to the raceway
system where the use of wireway is more economical than conduit. Wireway will
also be utilized for electronic circuits where the quantity of cable does not
justify the use of cable tray. Wireway will be oil tight Type JIC with hinged
and gasketed covers.

Cathodic Protection System

Consideration will be given to the need for cathodic protection and other
corrosion control measures for the following structures:

(1)   The exterior surface of underground welded carbon steel pipe, copper pipe,
      stainless steel pipe, cast iron and ductile iron pipe, and prestressed
      concrete cylinder pipe.

(2)   Underground tanks and the bottoms of surface-mounted steel tanks.

(3)   The interior surfaces of condenser and heat exchanger water boxes.

It is expected that buried bare copper ground grid components will be in close
proximity to, but not in contact with, underground welded steel piping and
welded steel tank bottoms.

Measures will be taken for the control of corrosion so as not to materially
reduce the total effectiveness of the plant electrical safety grounding systems.

The methods to be used for cathodic protection will be determined after tests
determine minimum average soil resistivity or layer resistivity which may be
expected in pipe burial zones.


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<PAGE>

                                                         Expected Performance
                                                      --------------------------
                                                      ==========================

                        [*]   Entire section has been omitted pursuant to a
                              confidential treatment request.
<PAGE>

                                                         501G Combustion Turbine
                                                         -----------------------
                                                         =======================

                        [*]   Entire section has been omitted pursuant to a
                              confidential treatment request.
<PAGE>

                                                    Combustion Turbine
                                                   Auxiliary Equipment
                                          --------------------------------------
                                          ======================================
<PAGE>

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                     Combustion Turbine Auxiliary Equipment

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INTRODUCTION

The plant auxiliary equipment is prepackaged to the extent consistent with
shipping limitations and is located in major packages such as the Starting
Package, the Electrical/Control Package, the Lube Oil Package, the Liquid Fuel
and Water Injection Packages, and the Piping Package.

THE STARTING PACKAGE ASSEMBLY

The Starting Package is located in front of the generator (looking in the
direction of turbine air flow) and is designed for automatic operation. This
system is delivered as a modular package with a bedplate and housing, including
electric motor, with differential relay protection torque converter with
charging pump, turning gear, and clutch.

Operation

The starting function is accomplished with an electric motor and a single torque
converter.

The turning gear is driven by a DC motor through a gear box. During the starting
process, the turning gear, through the clutch, provides the breakaway torque
necessary to accelerate the combustion turbine from zero rpm. Once initial
rotation is achieved, the starting motor takes over. The motor takes the turbine
up to approximately 20% speed, where ignition takes place. The motor then helps
the turbine accelerate to its self-sustaining speed. At this point, the Starting
Package disengages and the starting motor decelerates. The turbine continues to
accelerate to synchronous speed.

During normal shutdown, after the fuel has been shut off and the turbine has
coasted down to 3 rpm, the turning gear motor is engaged and rotates the turbine
rotor to maintain uniform cooling. This process reduces the possibility of rotor
warpage occurring.


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The starting package is designed to run continuously. Thus, when a turbine
shutdown occurs for maintenance purposes, the engine can be spin cooled to
reduce outage time. This allows the turbine to reach appropriate temperature
levels for compressor water wash in approximately four (4) hours. Major
maintenance operations which require cover lifts can be started in approximately
eight (8) hours.

Starting Package Lubrication

The starting package utilizes an internal oil system to provide the torque
converter with its working fluid. The system contains a pump, small reservoir,
and an oil cooler to assist in heat removal during periods of torque converter
operation. The main lube oil system supplies lubrication to the starting motor
bearings, clutch, torque converter bearings, and step up gear box when required.
Although the working and lube oil both flow to the starting package oil
reservoir via a common drain, the overflow is sent back to the main lube oil
tank via a drain line which ties the two systems together.

Starting Assembly Housing

A welded steel housing encloses the Starting Package. It incorporates access
doors and a maintenance platform. Louvered openings provide ventilation. The
housing is shop fabricated and installed on the Starting Package for shipment as
a complete assembly.

ELECTRICAL/ CONTROL PACKAGE
ASSEMBLY

The Electrical/Control Package of the ECONOPAC plant is factory assembled on its
own bedplate complete with an enclosure. All enclosure services are
pre-assembled including internal lighting and electrical wiring.

The Electrical/Control Package contains no mechanical components (excluding
HVAC) which provides a clean environment for the electrical and control
equipment. The main control and monitoring equipment is housed within the
Electrical/Control Package. This package has redundant full-sized HVAC units to
provide the proper environment for sensitive control equipment. The HVAC units
are shipped loose and then installed by others in the field.


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Lube Oil System

The purpose of the lubrication system is to provide clean, filtered oil at the
required temperature and pressure to all bearings, the starting package and the
generator seal oil system. The principal lube system components are the lube oil
reservoir and skid mounted motor driven pumps.

The combustion turbine-generator unit is safeguarded with respect to loss of
lubricating oil. Starting control system logic is designed so that the
combustion turbine cannot be rotated without the required lubricating oil
pressure. In the starting sequence, the AC motor-driven oil pump (main oil pump)
is running when the starting sequence is initiated. The DC motor-driven back-up
oil pump (emergency pump) will start but will be shut off after the confirmation
of AC motor operation.

Two AC motor-driven 100% pumps are included to enhance the availability of the
lube oil system. Both AC motor-driven pumps are designed to supply all of the
oil needed for operation and only one pump runs during normal operation. In the
event that both main oil pumps fail to maintain pressure, the combustion turbine
will be tripped and the emergency DC lube oil pump will be started. The DC oil
pump will permit safe operation during the shutdown and subsequent turning gear
operation.

Protection of the turbine-generator unit is provided to prevent starting if the
oil temperatures are not within desired limits. A lube oil heater is provided in
the oil reservoir to keep the oil at or above the desired minimum temperature
required for starting. A cooler is provided to keep the oil within the desired
temperature limits while running. The base offering is one (1) plate type oil to
water heat exchanger.

Two 100% capacity vapor extractors in the lube oil reservoir provide a partial
vacuum for each bearing housing to prevent oil leakage to the outside of the
bearing.


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Generator Double Flow Seal Oil System

General

The following description of the Seal Oil System is divided into two parts: a
physical description which locates the components of the system; and, a
functional description, which gives a simplified discussion of how the system is
designed to work.

Physical Description

The Seal Oil System consists of a seal oil unit, associated piping to and from
the generator, and the hydrogen (H2)seals located at each end of the generator.

The seal oil unit has a steel base with four reinforced posts near the center.
The components are mounted on the base and posts for ease of access and
maintenance. Major components installed in the unit can be removed as necessary
for maintenance or replacement. Minor components, such as general valving, are
welded in the piping of the unit and can be repaired in place if necessary. Many
monitoring and control devices such as gauges and pressure switches are also
mounted on the seal oil unit.

The seal oil piping is installed between the seal oil unit and the generator
during erection.

Oil piping also exists between the unit and the lubrication oil reservoir, a
source of backup oil for the Seal Oil System. The loop seal tank serves as the
interface point between the seal oil system and the lubrication Oil System.
Plant closed loop cooling water piping also connects to the seal oil unit to
provide a source of station cooling water for the seal oil coolers.

Functional Description

The Purpose of the Seal Oil System is to:

a.    Provide sealing oil to the H2 seals to prevent the escape of hydrogen gas
      from the generator.

b.    Provide lubrication to the H2 seals to prevent seal wear.


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c.    Provide a means of minimizing the amount of air and moisture entering the
      generator.

The Seal Oil System is a self-contained system that supplies oil to the H2 seal
rings. The same oil is used in the Seal Oil System and the Lubrication Oil
System. This oil can absorb hydrogen gas, air, and moisture.

The Seal Oil System is separated into air-side seal oil supply and hydrogen-side
seal oil supply. Each of these supplies contains an oil cooler to maintain an
acceptable oil temperature range. Edge-type filters in both supplies help
prevent contaminants in the oil from damaging the system or the H(2) seal rings.

The Seal Oil System uses motor-driven positive-displacement pumps to provide the
necessary oil pressure. Valves regulate the pressure and flow of the oil to the
hydrogen seal rings and between the air-side and hydrogen-side seal oil
supplies. Pressure and temperature devices constantly monitor the Seal Oil
System while operating. A simplified description of the Seal Oil System
operation is given in the following paragraphs.

Generator Hydrogen Seals

Before the generator enclosure is filled with hydrogen, and/or the shaft is
rotating, the seal oil system must be operating. The Seal Oil System helps keep
hydrogen gas from escaping the generator frame and minimizes the air and
moisture entering the generator. Without the seal oil system, hydrogen could
escape along the rotor shaft. The Seal Oil System supplies high-pressure oil to
the hydrogen seal rings at each end of the generator to seal the rotor shaft
where it leaves the gas tight generator enclosure.

During normal operation, seal oil from the air side and hydrogen side of the
Seal Oil System is supplied to the H(2) seal rings at an approximate pressure 12
psi (0.84kg/sq cm) above the hydrogen gas pressure. Seal oil pressure is
referenced to the centerline of the turbine generator to compensate for the head
pressure differences.


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There are feed passages in the hydrogen seal bracket for the seal oil. The
air-side seal oil is supplied through at least two of these passages. The
hydrogen-side seal oil is supplied through another passage.

One air-side seal oil feed passage supplies oil laterally to the air side of the
H2 seal ring. This balances pressure on the ring and allows free movement of the
ring in the radial direction. Another air-side seal oil feed passage and the
hydrogen-side seal oil feed passage supply oil to two annular grooves in the H2
seal ring. From these grooves, the oil flows both ways along the shaft through
the clearance space between the shaft and the inner diameter of the gland seal
ring. With the air-side and hydrogen-side seal oil system pressures correctly
balanced, there is little or no flow of oil in the clearance space between the
two feed grooves.

Oil supplied by the air side of the Seal Oil System flows outward along the
shaft toward the bearing. This helps prevent release of absorbed air or moisture
into the generator . Oil supplied by the hydrogen side of the system flows
inward along the shaft toward the inside of the generator. This helps keep the
air-side seal oil from contacting the hydrogen and helps prevent the escape of
absorbed hydrogen to the outside atmosphere. Because the air-side and hydrogen
side seal oil feeds are separate, high hydrogen purity is maintained.

The H(2) seal ring restricts and directs the flow of oil through the seal. This
ring can move radially with the shaft, but is kept from rotating by a pin to the
supporting structure. Oil leaving the gland seal rings at each end of the
generator is caught in chambers on each side of the seal.

The air-side seal oil drains back into the bearing drains. This oil and the
lubrication oil from the generator bearings drain to the loop seal tank. The
loop seal helps keep hydrogen from getting into the lubrication oil reservoir if
hydrogen escapes past the seals. The gas is then discharged by the loop seal
vapor extractor.

Oil from the hydrogen side of the H2 seal ring goes to defoaming tanks. The
defoaming tanks slow the oil velocity and provide a surface area that allows
hydrogen bubbles to escape, reducing oil foaming.


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The defoaming tanks are located in the bearing brackets of the generator.
Standpipe overflow connections maintain the oil level in the defoaming tanks.
There is a defoaming tank for each hydrogen seal and a trap in the drain line
between the two tanks. The trap helps keep the difference in gas pressure at the
two ends of the generator from circulating vapors through the generator.

Oil Supply

The hydrogen-side seal oil shown is supplied to the inside groove of the
generator shaft seal; after use, the oil drains into the defoaming tank. From
the defoaming tanks, the oil drains to a hydrogen-side receiver tank which feeds
the hydrogen-side drain regulator.

This drain regulator is located in the seal oil unit. The drain regulator and
receiver tank act as reservoirs for the oil used in the hydrogen-side seal oil
loop. If excess oil builds up in the regulator tank, a float-operated drain
valve opens and releases the excess oil to the air-side oil drain. If the tank
level is too low, a float-operated valve opens to allow makeup oil from the
air-side pump to fill the tank to the correct level.

LIQUID FUEL PUMP SKID ASSEMBLY

The Liquid Fuel Packages of the ECONOPAC plant are factory assembled with their
own bedplates. The Liquid Fuel Pumping package contains the fuel pump, fuel
filter, fuel oil pressure regulating valve, and the interconnecting piping.

FUEL RACK

The Fuel Rack contains the flow divider(s) and control valve(s) near the
combustion turbine. Gauges are provided for convenient local monitoring of the
liquid fuel system critical parameters.

GAS FUEL SYSTEM

The principal components of the gas fuel system are located within the Turbine
Enclosure on the Fuel Rack. These include the fuel gas throttle, overspeed trip,
pressure regulating and


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vent valves, and interconnecting piping. A fuel gas filter/separator is provided
in a location immediately outside of the turbine enclosure. The gas isolation
valve is located in the fuel rack A pressure switch and gauge panel is provided
for local monitoring of the fuel gas system.

INLET AIR AND EXHAUST GAS SYSTEM

Air that is drawn into the combustion turbine is filtered via a two stage pad
type filter arrangement. From the filter the inlet air duct directs ambient air
into the compressor inlet air manifold. This manifold is designed to provide a
smooth flow pattern into the axial flow compressor. Sound attenuation is
provided by an inlet air silencer. After passing through the turbine section,
the combustion gasses discharge axially through a transition section and into
the heat recovery steam generator (HRSG) before exiting the stack.

ECONOPAC Enclosures

A modular steel enclosure houses the combustion turbine. This enclosure
provides:

o     A controllable interior climate.

o     Sound attenuation and the control of sound radiation patterns.

o     Thermal radiation control.

o     A sealable chamber to allow use of sophisticated fire protection
      equipment.

o     A well-lighted environment for performing many routine tasks.

Detailed Construction

Each enclosure consists of rigid structural steel frames covered by sectional
panels to form both roof and walls.

The wall covering or "skin" is of "sandwich-type" construction. The outer layer
is 3/16" steel plate. A special grade of fiberglass insulation is the center of
"filler" material, and a perforated inner wall of 24-gauge galvanized steel
sheet completes the cross-section.


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The enclosures are furnished with ventilating systems.

Normal and emergency lighting systems are standard in each enclosure.

The main lights are AC powered fixtures which illuminate each enclosure.

An emergency battery-powered system provides lighting in the event of loss of AC
auxiliary power.

Exits, including the exteriors of door-ways, are illuminated to permit safe
night-time passage by personnel.

Exits are located on both sides of the turbine enclosure.

Duplex outlet receptacles are located in each enclosure.

The Combustion Turbine Enclosure provides adequate room to walk around. Minor
and preventive maintenance, such as nozzle inspection and cleaning, can be
performed within the turbine enclosure. Laydown space for minor disassembly is
also provided. For major disassembly requiring lifting combustion turbine
covers, removable panels in the enclosure roof are supplied.

Ladders, walkways and doors are located and sized to enable ready access to the
operating equipment.

FLUID INJECTION SYSTEMS

Transition Steam System:

The 501G transitions are steam cooled to allow the combustion turbine to operate
at higher rotor inlet temperatures while maintaining the same burner outlet
temperature as the 501F class combustion turbine.

Steam is generated from the hot turbine exhaust gases in the IP steam system of
the HRSG and is manifolded into the thin wall exterior of the transitions to let
the transitions cool. This


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hot steam is then returned to the hot reheat steam system and improves the
overall efficiency of the combined cycle power plant.

Water Injection Systems

(Note: Steam Injection may be used in lieu of Water Injection pending field
testing results.)

Water is required only for liquid fuel operation and is premixed with the fuel
stream immediately upstream of the individual fuel nozzles.

The systems consist of a water injection pump, strainer, water return valve, and
appropriate flow meters, purge throttle and isolation valves, and stage throttle
valves.

In addition, the transition cooling steam system continues to operate on oil.

ECONOPAC PIPING

Piping for the ECONOPAC is designed and manufactured to reduce field work. Each
of the major pipe modules is completely factory pre-assembled, reducing field
connections.

The Turbine Pipe Package is located adjacent to the combustion turbine inside
the Turbine Enclosure. It contains a large portion of the cooling air and lube
oil supply and return lines. Also located within the package is the rotor
cooling air filter.

The Generator Pipe Package is located adjacent to the generator and contains
necessary lube and seal oil supply and drains.

COOLING ASSEMBLIES

Lube Oil Cooler

The simplex oil-to-water plate type lube oil cooler is mounted adjacent to the
combustion turbine. A temperature control valve maintains the lube oil
temperature within the design range.


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Air Coolers

A comprehensive cooling system is provided to supply cooling air to the high
temperature areas of the power turbine section. These include the rotor cooling
air circuit and the stage 2 stator cooling air circuit.

Rotor Circuit: Compressed air is bled from the cylinder in the vicinity of the
Row 1 Blade Ring, passed through an external heat exchanger and then fed to the
rotor by means of internal piping.

Stage 2 Stator Cooling Circuit: The stage 2 stator cooling circuit uses 13th
stage compressor bleed air. The extracted air is cooled to 580 F by an external
heat exchanger and then fed to the stage 2 stator.

Generator Cooling System

A closed loop water/water cooling system will be provided for the hydrogen
cooled generator, seal oil cooler(s), and starting package working fluid cooler.
Refer to the Auxiliary Cooling Water System section under Section IV, tab B.

Fire Protection System

The fire protection system gives a visual indication of actuation at the local
control panel. There are two independent systems:

1)    An automatically actuated dry chemical type system is provided for the
      exhaust bearing area of the turbine. The system consists of temperature
      sensing devices, spray nozzles, dry chemical tank, and inter-connecting
      piping and wiring.

2.    An FM-200 based fire protection system is provided for total flooding
      protection of the Turbine Enclosure and the Electrical/Control Package in
      accordance with the U.S. National Fire Protection Agency standards.


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Miscellaneous Equipment

o     Platforms, railings, and ladders

o     Insulation for piping, turbine, and ducting (as required).


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                                                 Heat Recovery Steam
                                                 Generator and Accessories
                                                 -------------------------------
                                                 ===============================
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                  Heat Recovery Steam Generator and Accessories

                                Table Of Contents

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SECTION   DESCRIPTION                                                       PAGE

1.0       HEAT RECOVERY STEAM GENERATOR AND ACCESSORIES .......................1

1.1       SCOPE ...............................................................1

1.2       SERVICE REQUIREMENTS ................................................2

1.3       DESIGN REQUIREMENTS .................................................2

1.3.1     General .............................................................2

1.3.2     Thermal and Hydraulic Performance ...................................3

1.3.3     Drums ...............................................................3

1.3.4     Headers .............................................................4

1.3.5     Tubes and Tube Banks ................................................5

1.3.5.1   General .............................................................5

1.3.5.2   Economizers .........................................................5

1.3.5.3   Superheaters ........................................................5

1.3.6     Fittings and Accessories ............................................6

1.3.7     Controls and Instrumentation ........................................6

1.3.7.1   Steam Temperature Control ...........................................6

1.3.7.2   Feedwater Control System ............................................6

1.3.7.3   Boiler Blowdown Control .............................................6

1.3.7.4   Instrumentation General .............................................6

1.3.8     Structure ...........................................................7

1.3.9     Insulation ..........................................................7

1.3.10    Boiler Setting, Casing, and Ductwork. ...............................8

1.3.11    Stack................................................................9


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                  Heat Recovery Steam Generator and Accessories

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1.1   SCOPE

      Each heat recovery steam generator (HRSG) consists of the following major
      components:

      o     High, intermediate and low pressure superheaters, reheaters, high,
            intermediate and low pressure economizers, and high, intermediate
            and low pressure evaporator sections, including all interconnecting
            piping and headers

      o     Access platforms, ladders, and handrails

      o     Structural and supporting steel for HRSG, ducts, flues, and access
            platforms

      o     Steam drums with internals and steam separator

      o     Selective Catalytic Reduction (SCR) Catalyst

      o     CO Spoolpiece

      o     Access, observation, and inspection doors

      o     Inlet transition ducting

      o     Expansion joint and transition ducting to a common stack

      o     Casing enclosing the boiler

      o     Instrumentation and controls, including ports for continuous
            emissions monitoring system

      o     Safety relief valves

      o     Turbine cooling systems for rotor air and stage 2 air


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1.2   SERVICE REQUIREMENTS

      Heat from the gas turbine exhaust will be used by the various boiler
      sections to generate steam for the steam turbine.

      The design of the HRSG will include the following requirements to respond
      to the gas turbine characteristics:

      o     Start-up from cold condition with minimum limitation on the gas
            turbine

      o     Suitability for fast changes in working conditions

      o     Designed for sliding pressure operation

1.3   DESIGN REQUIREMENTS

1.3.1 General

      The HRSG will be of the horizontal, natural circulation, reheat type. Tube
      headers, intermediate headers, and mud drums must not be directly in the
      gas path and will be protected by gas baffles. Pressure part welds will be
      external to the gas path to the maximum practical extent to facilitate
      inspection and maintenance.

      The HRSG will be designed in accordance with the ASME Code Section 1 and
      ANSI/ASME B31.1 Power Piping Code.

      Blowdown system design, and steam separation equipment, will be consistent
      with American Boiler Manufacturers Association (ABMA) requirements.

      Connections will be provided for nitrogen capping.

      The HRSG will be designed to provide automatic control for safe, reliable,
      and uninterrupted operation.


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      Provisions will be made to vent steam as necessary so that flows through
      the various tube banks are maintained, and to minimize drum level
      transients due to swelling or shrinkage of water in the water tubes during
      the stages of start-up and shut down.

1.3.2 Thermal and Hydraulic Performance

      The HRSG exit temperature will be commensurate with the exhaust dew point
      while using natural gas or liquid fuel.

      The design will achieve stable economizer flows.

      The gas side design will minimize flow-induced vibration of tubes. If
      required, baffles will be installed in the hot gas path to minimize
      vortex-induced acoustic vibration.

1.3.3 Drums

      The pressure parts will be designed in accordance with the requirements of
      the ASME Code Section 1.

      HP, IP and LP steam drums will be provided with removable primary and/or
      secondary steam separators to provide suitable steam purity.

      An isokinetic sample point will be provided in the steam line from the
      drums. The upper steam drums will be provided with internal distribution
      piping for feedwater, blowdown, and chemical feed.

      The upper steam drums will be provided with the following minimum
      connections:

      o     Level control device

      o     Safety valves

      o     Feedwater inlet

      o     One water level gauge complete with drain valve and three level
            transmitters (The water gage and each transmitter are individually
            isolatable.)


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      o     Vents

      o     Blowdown connections

      o     Steam outlet

      o     Pressure gauge

      o     Chemical feed

      o     Nitrogen filling connection

      o     Connections as necessary for the CT Rotor Cooling Air System and
            Fuel Gas Preheating System

      The steam, water and mud drums will have manholes at each end.

      The lower drums (if furnished) will have provisions for intermittent
      blowdown and drains.

      The design of drum internals will provide uniform distribution of
      chemicals and uniform removal of blowdown water, and will prevent the
      under flow of steam which would otherwise interfere with boiler
      circulation.

1.3.4 Headers

      Vent and drain valves will be external to the casing.

      Shop welded tube and pipe connection stubs will be installed prior to
      stress relieving of any header.

      The arrangement will provide for complete drainage of each header either
      to a lower point in the unit or by means of tandem drain valves.


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1.3.5 Tubes and Tube Banks

1.3.5.1 General

      The HP superheater, reheater and fin tube material will be suitable for
      the maximum intended service temperatures anticipated.

      All tube bundles will be suitably supported to maintain uniform gas flow
      and minimize flow induced vibration and will be free to expand thermally,
      and will be drainable to the headers.

      All seam welded tubes must either be hydrotested or electric
      non-destructive tested in accordance with ASME Boiler Code Section 1.

1.3.5.2 Economizers

      The economizers will not be of a steaming economizer design.

1.3.5.3 Superheaters

      The superheaters will be constructed and located to provide uniform
      distribution of steam through all tube elements under operating
      conditions.

      The superheaters will be supported to maintain alignment and tube spacing
      to provide uniform gas flow and minimize flow induced vibration.

      The HP superheater and reheater will be seamless tubes made of T-91, T-22
      or T-11. Other superheaters will have welded or seamless tubes and will be
      completely drainable.

1.3.6 Fittings and Accessories

      Double valving will be provided on all pressure instrument connections to
      the pressure parts (the second valve may be common to several
      instruments).

      The HP, IP, and LP superheater outlets will have a check valve and a
      separate stop valve included.


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1.3.7 Controls and Instrumentation

1.3.7.1 Steam Temperature Control

      HP and reheater steam temperature control will be designed so that the
      superheated steam temperature at the HRSG outlet will be maintained within
      limits prescribed by the steam turbine manufacturer for any given load in
      the temperature control range.

1.3.7.2 Feedwater Control System

      Boiler feedwater flow will be controlled by a three element (drum level,
      steam flow and feedwater flow) system where the resulting signal throttles
      the boiler feed pump flow control valve. Minimum flow recirculation
      valves, sized to pass minimum boiler feed pump flow, will be provided for
      recirculation of boiler feedwater to the LP drum under low load
      conditions.

1.3.7.3 Boiler Blowdown Control

      Continuous blowdown will be controlled through the DCS.

1.3.7.4 Instrumentation General

      Flow transmitters will be the differential pressure type with a
      differential pressure range to match the flow element. Flowmeters in
      compressible fluid service will be pressure and temperature compensated
      for critical service control loops.

      Control valves will have valve trims suitable for the service involved.

      Pressure gauges will be the industrial type.

      Control valve actuators will be pneumatic spring diaphragm or piston type.

      Handwheels will be furnished on those valves that can be manually set
      during operation and do not have manual bypasses.

      Tubing used for connecting instruments to the process line will be
      stainless steel. Instrument tubing fittings will be compression type.


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      Instrument installation will be designed for proper sensing of process
      variables. Taps on process lines will be located such that sensing lines
      do not trap air in liquid service or liquid in gas service. Taps on
      process lines will be fitted with a shutoff (root valve). Root valves will
      be a main line class valve.

1.3.8 Structure

      Support structures, platforms and walkways will comply with OSHA
      regulations.

      The structures will be designed for seismic, wind, and live and dead loads
      to which they may be subjected, including piping.

1.3.9 Insulation

      The materials used for insulation will be installed such that no
      deformation occurs from the contraction and/or expansion effects due to
      repeated thermal cycles.

      The insulation for the entire HRSG system i.e., from the gas turbine
      exhaust up to the stack, will be internal and will consist of mineral
      fiber or fiberglass block insulation, or equal.

      The HRSG internal insulation (gas turbine exhaust to the stack) will be
      protected by an inner liner. The liner attachment is designed to allow
      free expansion of the liner.

      Insulation for boiler walls, ductwork, and headers, will be of such
      quality and thickness that the temperatures of the finished outside
      surface, or outside surface of casings, will not exceed 140 degrees F
      (average), where personnel have access, when the surrounding air is at a
      temperature of 80 degrees F at zero wind speed.

      The insulation will be arranged with expansion joints as required to
      minimize cracking or distortion of the insulation due to thermal expansion
      of the equipment. Any header or pipe that penetrates the casing will be
      sealed to provide gas tightness. Drum head covers will be provided.

      All insulation, lagging and covering will be asbestos-free.


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      All exposed insulation on piping and headers will be covered with aluminum
      sheeting (jacket, lagging) or equal, except insulation blankets can be
      used for maintenance accessibility.

1.3.10 Boiler Setting, Casing, and Ductwork

      Flue ducts between the turbine and HRSG will be made of steel internally
      insulated and lined as specified above and be externally stiffened to
      minimize vibration and withstand internal gas pressure and external loads.
      The duct outer casing will be gas tight and manufactured from carbon steel
      having a minimum thickness of 1/4". Boiler casing and ductwork will be
      designed for a minimum 2 inches static pressure margin above the maximum
      design conditions.

      For gas distribution, the HRSG inlet duct will be designed to reduce the
      velocity head and equally distribute the gas over the heating surfaces.

      All ducts will be above ground with air space between the ducts and
      ground.

      The boiler setting or casing will be gas-tight and seal-welded. The outer
      casing will be steel plate of 1/4" minimum thickness, with supporting
      structures reinforced to minimize buckling and vibration. The exterior
      boiler casing is to be sandblasted and painted.

      Personnel inspection doors will be provided to give entrance to the
      boiler.

      Expansion joints will be provided in ducts by their design and
      arrangement. Expansion joint flanges and bolts will be carbon steel and
      will be outside the gas path. Design of the exhaust expansion joint and
      ductwork will be coordinated with the gas turbine so as to minimize forces
      and moments on the turbine outlet flange.

      Provision will be made upstream of the superheater section for the purpose
      of conducting measurements in the gas side.

      All access doors will be designed to prevent gas leakage. Access openings
      will be a minimum of 16" x 20".


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1.3.11 Stack

      Common stack height will be 175 feet. Stack will be in accordance with
      ASME/ANSI standards and will be made from carbon steel. Location of test
      ports and sampling platform will meet USEPA siting criteria of 40 CFR 60.


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                                                     HRSG Technical Requirement
                                                     ---------------------------
                                                     ===========================
<PAGE>

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                      HRSG Technical Requirements

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1.0   Codes and Standards

      The HRSG should be in accordance with the following codes and standards.

      1.1   American Society of Mechanical Engineers International (ASME)

            ASME Section I - "Power Boilers,

            ASME Section II - "Material Specifications.

            ASME Section IX - "Welding and Brazing Qualifications.

            ASME/ANSI STS-1 "Steel Stacks.

            ASME Section VIII, Div. 1 - Boiler & Pressure Vessel

      1.2   American National Standards Institute (ANSI)

            ANSI B16.5, "Steel Pipe Flanges and Flanged Fittings.

            ANSI B16.11 for Threaded and Socket Welded Fittings.

            ANSI B16.9, for Butt Welding Fittings

            ANSI B16.25, "Butt Welding Ends.

            ANSI B31.1, "Power Piping.

            ANSI STS - 1, Steel Stacks.

      1.3   Federal Occupation Safety and Health Act (OSHA)

            OSHA 2206, "OSHA Safety and Health Standards (29 CFR 1910)- latest
            edition

      1.4   American Boiler Manufacturers Association (ABMA)

            "Boiler Water Limits and Steam Purity Recommendations for Watertube
            Boilers."


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      1.5   American Society for Testing And Materials (ASTM)

            All materials not required to be covered by the ASME code shall
            conform to the latest edition of the applicable ASTM Standard. Other
            materials may be used provided that they are of a "recognizable
            quality" as determined by Westinghouse. Materials conforming to
            Foreign Standards (BS, DIN, JIS, etc.) may be used provided that
            "Material Equivalency" is proven by the manufacturer to the
            satisfaction of Westinghouse.

            The Manufacturer shall design sampling ports for the HRSG in
            accordance with the following standards.

            ASTM D 1066. Standard Practice for Sampling Steam

            ASTM D1192 Standard Specification for Equipment for Sampling Water
            and Steam

            ASTM D3370, Standard Practice for Sampling Water

      1.6   American Welding Society (AWS)

            AWS D1.1, "Structural Welding Code."

            AWS D9.1, "Sheet Metal Welding Code"

            AWS D1.3, "Sheet Steel Structural Welding Code"

      1.7   American Institute of Steel Construction (AISC)

            "Specification for Design, Fabrication and Erection of Structural
            Steel for Buildings."

      1.9   Electrical Codes

            Electrical equipment supplied shall comply with latest applicable
            codes and standards of the Institute of Electrical and Electronic
            Engineer's (IEEE), the National Electrical Code (NEC), National
            Electrical Manufacturers Association (NEMA), and the Instrument
            Society of America (ISA).


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                  Requirements for electrical equipment certification shall be
                  in accordance with local building codes.

      1.10  Structural Steel Painting Council (SSPC)

2.0   Not Used

3.0   General Design Requirements

      Codes

      The Manufacturer shall be responsible for final "S" stamping of the
      HRSG per ASME Section I or other equivalent foreign code only if
      accepted by Westinghouse.

      3.1   Exhaust Stack

            3.1.1   Stack Construction

                    3.1.1.1 Stack internal corrosion allowance shall be
                    0.062" minimum. Stack external corrosion allowance shall
                    be 0".

                    3.1.1.2 Each flue shall incorporate provisions
                    (penetration and connection) for four exhaust gas
                    temperature thermocouples.

4.0   HRSG MECHANICAL FEATURES

      4.1   Structural Features

            4.1.1   The structures shall be designed to withstand windload
                    stated in the Civil Engineering Section of the Appendix
                    and any special forces peculiar to the HRSG installation,
                    such as, but not limited to forces resulting from expansion
                    and / or contraction of ducts, piping, structural steel
                    etc.

            4.1.2   All sliding supports on the HRSG shall be designed to
                    minimize possibility for restraining movement.

            4.1.3   The HRSG shall be self supporting.

            4.1.4   Structural steel ,shall comply with ASTM A-36 and the AISC
                    code manual of steel construction.


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            4.1.5 Shop connections shall be welded to develop the full strength
                  of the member.

            4.1.6 Structural stiffeners, etc., shall be arranged so there are no
                  blind spots left uncovered by standard coating practices.

      4.2   Surface Preparation

            4.2.1 Manufacturer's standard practice for surface preparation of
                  interior and exterior surfaces shall be used. The interior of
                  piping and pressure vessels shall be free from dirt and
                  debris. Exterior surfaces shall be coated in accordance with
                  the Manufacturer's standard practice.

      4.3   HRSG Inlet Duct and Heat Transfer Section Casing Design

            4.3.1 Outer Casing

                  4.3.1.1 The outer casing shall be gas tight and shall be "cold
                  wall" design.

                  4.3.1.2 The internal design pressure of each section shall be
                  25" of water.

            4.3.2 Insulation

                  4.3.2.1 Sufficient insulation shall be installed so that at
                  design conditions the outer casing cold face temperature does
                  not exceed an average temperature of 140 degrees F with an 80
                  degrees F ambient temperature and still air. Local hot spots
                  near penetrations are acceptable. All outside surface areas
                  accessible to personnel that may exceed 140 degrees F shall be
                  provided with personnel protection

                  4.3.2.2 The HRSG insulation shall be asbestos-free.

            4.3.3 Access Doors

                  4.3.3.1 Access openings and access lanes shall be provided in
                  the casing for access up stream and down stream of each heat
                  transfer module.


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5.0   HRSG Auxiliaries

      5.1   Piping

            5.1.1 Drain Valves shall have bolted or welded bonnets.

            5.1.2 Relief Valve Piping shall be routed to extend ten feet above
                  nearest platform.

            5.1.3 Vent piping, all miscellaneous high point vents and valves
                  shall be routed to the nearest platform with outlet pipe
                  terminating 6 feet above platform hand rail.

            5.1.4 Pipe Supports will be attached to the HRSG steel.

            5.1.5 All piping joints shall be welded type.

      5.2   Instrumentation and Valve Requirements

            5.2.1 All instrumentation shall be supplied for mounting outdoors.

            5.2.2 Drum level transmitter connections with root valves shall be
                  supplied.

            5.2.3 Drum level gauges shall be mounted on a water column (2.5"
                  DIA. minimum) and include all requisite gauge cocks, drain
                  valves, and inspection openings. Drum level gauges shall
                  provide level indication between low level trip and high level
                  trip.

            5.2.4 All thermocouple applications shall be dual element, Type K
                  thermocouples, spring loaded, and mounted in stepped or
                  tapered quick response type wells.

            5.2.5 Pressure and differential pressure type transmitters shall be
                  Rosemount Model 1151 (or equivalent model) with smart
                  electronics option. The transmitters shall be configured or
                  calibrated remotely by use of hand-held interface unit.

            5.2.6 The temperature element downstream of desuperheaters shall be
                  mounted in a temperature well of taper or stepped design.


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            5.2.7 Pressure gauges shall be bourdon tube type and shall have
                  4 1/2 inch minimum diameter dials unless otherwise noted.
                  Snubbers shall be provided on each pressure instrument subject
                  to pressure fluctuation, oscillation, or vibration.

            5.2.8 Bimetallic thermometers shall be direct reading every angle
                  type with a 4 1/2 inch minimum diameter dial.

            5.2.9 Pigtails, coils, or gauge siphons shall be provided for all
                  pressure and differential pressure instruments connected to
                  steam service greater than 200 degrees F where the tubing run
                  does not provide a water seal for the instrument.

            5.2.10 All instrumentation shall be in English units.

      5.3   Valves

            Valves shall be readily accessible from grade, platform, fixed
            walkway, or fixed ladder to the maximum extent possible. Sufficient
            clearance shall be allowed around the valve to accommodate removal
            of the actuator/plug and stem assembly for maintenance.

            5.3.1 All solenoid valves shall be rigidly mounted on pneumatic
                  actuated valves. It shall have a watertight solenoid enclosure
                  and shall be rated at 105 to 140 VDC. Its operation shall
                  support the failure action of the valve on loss of either
                  power or air. The internal orifice shall be the maximum size
                  available for the particular solenoid ordered so as not to
                  impede the normal operation of the valve.

            5.3.2 Safety Relief Valves

                  All code required safety relief valves are to be equipped with
                  weather protecting hoods, gags and drip pans (drip pans not
                  required if valves are equipped with silencers).

      5.4   Stairs, Ladders and Platforms


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                  Adequate stairs, ladders and platforms for access and
                  servicing of HRSG equipment including safety valves, manual
                  valves, and instrumentation shall be furnished.

                  5.4.1 A stairway shall be provided from grade to drum level on
                        one side of the HRSG and a ladder provided on the other
                        side to grade.

                  5.4.2 Personnel protection shall be provided at areas where
                        the surface temperature may exceed an average
                        temperature of 140 degrees F. Protection shall be
                        provided up to eight (8) feet above grade or platform
                        walkway


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                                                       Steam Turbine Major
                                                       Equipment Summary
                                                       -------------------------
                                                       =========================
<PAGE>

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                      Steam Turbine Major Equipment Summary

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INTRODUCTION

The Steam Turbine consists of the following major components:

o     Primary Turbine Inlet Features

o     Combined High Pressure / Intermediate Pressure Turbine

o     Double Flow Low Pressure Turbine

PRIMARY TURBINE INLET FEATURES

There are two primary steam supply sources to the turbine--Main Steam and Reheat
Steam. The steam flow to the turbine is controlled by the Main Steam Inlet
Valves and Reheat Steam Inlet Valves.

Main Steam Inlet Description

The steam chest consists of these major components:

o     One throttle valve

o     One set of proximity switches per throttle valve

o     One hydraulic actuator per throttle valve

o     Three governor valves

o     One set of proximity switches per governor valve

o     One hydraulic actuator per governor valve

Reheat Steam Inlet Description

The reheat inlet assembly consists of these major components:


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o     One reheat stop valve

o     One set of proximity switches for the reheat stop valve

o     One hydraulic actuator for the reheat stop valve

o     Two Interceptor valves

o     One set of proximity switches for each interceptor valve

o     One hydraulic actuator for each interceptor valve

COMBINED HIGH PRESSURE / INTERMEDIATE PRESSURE TURBINE

The High Pressure / Intermediate Pressure (HP/IP) Turbine receives steam from
the Main Steam and Reheat Steam Supply and converts it to rotational power to
drive the generator.

The HP/IP turbine consists of these major components:

o     HP/IP Outer Cylinder

o     HP Inner Cylinder

o     Nozzle Chambers

o     Nozzle Block

o     HP Blade Ring

o     IP Blade Rings

o     IP and LP Dummy Rings

o     Integral HP Dummy Ring

o     Inner and Outer Gland Rings

o     HP/IP Rotor


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DOUBLE FLOW LOW PRESSURE TURBINE

The Low Pressure (LP) Turbine receives steam from the IP Exhaust via the
Crossover Piping and converts it to rotational power to drive the generator. The
LP turbine is a double flow arrangement.

The double flow low pressure turbine consists of these major components:

o     LP Outer Cylinder

o     LP Inner Cylinder

o     Blade Rings

o     Exhaust Flow Guides

o     Steam Glands

o     LP Rotor


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                                                      Primary Turbine Inlet
                                                      Features
                                                      --------------------------
                                                      ==========================
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                         Primary Turbine Inlet Features

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PURPOSE

Turbine Generator Speed and Load is controlled by the amount of steam which
flows through the turbine. An increase in steam flow will allow a corresponding
increase in speed (during startup) or load (during normal operation). A decrease
in steam flow will conversely result in a decrease in speed or load. During a
trip condition, steam is prevented from entering the turbine-generator, thereby
allowing it to coast down to a stop. There are two primary steam supply sources
to the turbine--Main Steam and Reheat Steam. The steam flow to the turbine is
controlled by the Main Steam and Reheat Steam Inlet Valves.

MAIN STEAM INLET DESCRIPTION

Main Steam Supply is carried to the turbine through the customer supplied Main
Steam Piping. The Main Steam Piping is connected to the Steam Chest. This
assembly is located on the left side of the High Pressure section of the
turbine. The Steam Chest houses one Throttle Valve and three Governor Valves.
Steam passes through the throttle and governor valves to the main steam inlet
piping connected to the high pressure section of the HP/IP Turbine. The Steam
Chest is located above the operating floor in order to provide accessibility for
maintenance. The steam chest is shipped fully assembled.

The steam chest consists of these major components:

o     One throttle valve

o     One set of proximity switches per throttle valve

o     One hydraulic actuator per throttle valve

o     Three governor valves

o     One set of proximity switches per governor valve

o     One hydraulic actuator per governor valve


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Two thermocouples allow the turbine operator to accurately monitor steam chest
metal temperatures. The steam chest deep thermocouple indicates the temperature
of the metal near the inner surface of the steam chest. The steam chest shallow
thermocouple indicates the metal temperature at the mid wall of the steam chest.

Throttle Valves

One horizontally mounted throttle valve assembly is bolted to the governor end
of the steam chest body. The throttle valve provides pre-synchronization speed
control. It has an individual hydraulic actuator which opens the valve with
increasing hydraulic pressure. Compressed spring force closes the valve upon
loss of hydraulic pressure. The Throttle Valve is a double plug-type valve,
consisting of two single-seated valves, one placed within the other. The inner
valve is an internal bypass valve called a pilot valve, which is used to relieve
the large differential pressure across the valve when it is closed prior to
turbine start-up.

During start-up, the governor valves are set full open, and turbine speed is
controlled entirely by positioning the throttle valve. As turbine speed
increases toward synchronous speed, turbine control is transferred from the
throttle valve to the governor control valves. The control valves will adjust to
control turbine speed to the setpoint, while the throttle valve moves to the
wide open position.

The throttle valve acts as a redundant stop valve during turbine trip
conditions. Provisions are made for both a temporary and a permanent steam
strainer to reduce the level of solid carryover into the turbine. The throttle
valve has a separate seat inserted into a machined recess in the steam chest
body. A steam thermocouple determines the steam temperature at the throttle
valve.

Governor Valves

The governor valve bonnets are mounted vertically to the top of the steam chest
body. The governor valves are single-seated, plug-type valves. Each valve is
made in two pieces to provide a flexible connection to the valve stem. The seats
for these valves are machined directly into the bottom of the steam chest body.
The governor valves adjust steam flow to


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control speed for synchronization and to control turbine generator load. Each
valve has an individual hydraulic actuator. Hydraulic pressure opens the control
valve against a spring force; compressed spring force closes the valve upon loss
of hydraulic pressure. The individual actuators permit full stroke valve testing
while the unit is running at a partial load condition. The control valves will
close in unison with the throttle valve during a turbine trip condition; thereby
providing a redundant means of stopping steam flow to the turbine.

The throttle and control valves, in conjunction with the control system and
protective trip system, provide turbine-generator overspeed protection through
rapid valve closing.

Main Steam Inlet Piping

The main steam inlet piping is located on the left side of the HP turbine. The
main steam inlet pipes carry high-temperature steam from the steam chest to the
HP turbine. The pipes expand as they heat up; therefore, the piping is designed
to be flexible enough to absorb the thermal expansion and thereby reducing the
stresses on the turbine cylinder casing and steam chest. This valve and piping
arrangement helps minimize thermal stress during turbine startup, load changing,
and during normal operation.

The flexible main steam inlet piping is welded to the outlets in the bottom of
the steam chest body. The other ends of the pipes are welded to the steam inlets
of the turbine cylinder. Two of the main steam inlets weld to the cover half and
one welds to the base half. The upper sections of the piping contain a flange
that allows maintenance personnel to separate the piping to remove the cylinder
cover. Each flange consists of a male-female flange coupled with bolts. It
contains a spiral wound gasket for steam sealing of the flange. The lower
sections of the piping contain drain connections to remove condensation.

REHEAT STEAM INLET DESCRIPTION

The exhaust from the HP turbine section is returned to the Heat Recovery Steam
Generator (HRSG) through the Cold Reheat Piping. The steam is reheated and
returned to the HP/IP turbine through the Reheat Steam Piping. The Reheat Steam
Piping is connected to the Reheat Inlet Assembly. The Reheat Inlet Assembly is
on the right side of the Intermediate


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Pressure section of the turbine. The assembly houses one Reheat Stop Valve and
two Interceptor Valves. Steam from the reheater passes through the reheat stop
and interceptor valves to the reheat inlet piping connected to the intermediate
pressure section of the HP/IP turbine. The reheat inlet assembly is located
above the operating floor in order to provide accessibility for maintenance. The
assembly is shipped fully assembled.

The reheat inlet assembly consists of these major components:

o     One reheat stop valve

o     One set of proximity switches for the reheat stop valve

o     One hydraulic actuator for the reheat stop valve

o     Two Interceptor valves

o     One set of proximity switches for each interceptor valve

o     One hydraulic actuator for each interceptor valve.

Reheat Stop and Interceptor Valves

The function of the reheat stop and interceptor valve is to admit or shut off
steam to the IP turbine. The reheat stop valve has a clapper type closure; the
interceptor valve is a single-seated, plug-type valve. Each valve has an
individual hydraulic actuator which opens the valve with increasing hydraulic
pressure. Compressed spring force closes the valve upon loss of hydraulic
pressure. The interceptor valve actuators permit full stroke valve testing while
the unit is running at a partial load condition. The reheat stop valve actuator
permits partial valve testing while the unit is running at a partial load
condition. The interceptor valves provide a way to shut off the steam supply to
the IP and the LP turbine sections. This steam must be shut off when load on the
generator is lost because the large amount of steam contained in the reheat
section of the boiler could cause a serious overspeed condition if it were
allowed to pass through the turbine. This may occur even if the governor valves
are closed, shutting off steam to the HP turbine. The reheat stop valve provides
backup protection for the turbine generator if the interceptor valves do not
close during an emergency trip.


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Reheat Steam Inlet Piping

The reheat steam inlet piping is located on the right side of the IP turbine
section. This piping consists of one flexible pipe section for each interceptor
valve. The reheat steam inlet pipes carry high-temperature steam from the reheat
inlet assemblies to the IP turbine. The pipes expand as they heat up; therefore,
the piping is designed to be flexible enough to absorb the thermal expansion and
thereby reducing the stresses at the connections. This valve and piping
arrangement helps minimize thermal stress during turbine start-up, load changing
and during normal operation.

The flexible reheat steam inlet piping is welded to the outlet in the bottom of
each interceptor valve body. The other end of the reheat steam inlet piping is
welded to the steam inlets of the IP turbine cylinder base. Each lower section
of piping contains a drain connection to remove condensation.

Steam Valve Actuators

The Electro-Hydraulic (EH) Fluid System provides high pressure fluid as a motive
force to the actuators in response to electrical signals from the Digital
Electro-Hydraulic (DEH) Controller. The throttle, governor, and interceptor
valve actuators position these valves in an open, closed, or some intermediate
position to regulate steam flow to the turbine. The operating position of the
reheat stop valve is fully open; however, the valve is supplied with a servo
actuator allowing partial stroke testing.


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                                                   Combined High Pressure /
                                                   Intermediate Pressure Turbine
                                                   -----------------------------
                                                   =============================
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                 Combined High Pressure / Intermediate Pressure
                                    Turbine

--------------------------------------------------------------------------------

PURPOSE

The High Pressure / Intermediate Pressure (HP/IP) Turbine receives steam from
the Main Steam and Reheat Steam Supply, and converts it to rotational power to
drive the generator. The HP/IP turbine is based on several years of Westinghouse
experience with combined turbine designs. It incorporates the latest
Westinghouse technology improvements.

                [Drawing -- HP/IP Turbine - For Reference Only]

This turbine is capable of running under a wide range of conditions. The unit
can operate efficiently in sequential, single, or hybrid valve modes of
operation. The turbine is capable of either two-shift, load follow or any
combination of these operating parameters.

The HP/IP turbine consists of these major components which are detailed in the
following text:


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o     HP/IP Outer Cylinder

o     HP Inner Cylinder

o     Nozzle Chambers

o     Nozzle Block

o     HP Blade Ring

o     IP Blade Rings

o     IP and LP Dummy Rings

o     Integral HP Dummy Ring

o     Inner and Outer Gland Rings

o     HP/IP Rotor

STATIONARY COMPONENT DESCRIPTION

HP/IP Outer Cylinder

The HP/IP outer cylinder comprises two sections, the cover and the base, which
are joined at the horizontal centerline. The outer cylinder cover can be removed
for access to internal parts. The horizontal joint is a precision-machined
surface on both the cover and base. The surfaces are bolted together without a
gasket to form a metal-to-metal steam-tight joint.

The outer cylinder is suspended on two support paws at each end which are
integral to the cylinder base. The support paws rest on pedestals that transfer
the entire weight of the HP/IP Stationary parts to the building foundation.
Large studs through the support paws keep the turbine from lifting off the
pedestals while permitting axial and transverse movement caused by thermal
expansion.


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The outer cylinder provides structural support for the HP and IP internal
stationary components, this includes the HP inner cylinder, blade rings, dummy
rings and gland rings. It also acts as a pressure vessel, subjected to a wide
range of temperatures and pressures. The internal components are mounted in the
outer cylinder in a manner which allows them to expand and contract both axially
and radially.

The outer cylinder base is larger than the cover. It has welded connections for
the lower main steam and reheat steam inlet pipes and the HP exhaust to the Cold
Reheat pipe. Drain connections are also provided to remove condensate from low
points in the cylinder. The outer cylinder cover has welded connections for the
upper main steam pipes. It has a bolted connection for the IP exhaust to the
Crossover Pipe.

HP Inner Cylinder

The HP inner cylinder functions as an internal pressure vessel within the
turbine. The cylinder provides structural centerline support for the inlet
nozzle chamber and HP blade ring. The HP inner cylinder confines the high
pressure and temperature area of the blade path allowing the outer cylinder to
be designed for lower temperatures and pressures thereby reducing the size and
weight of the outer cylinder.

The HP inner cylinder is composed of a base and cover joined by bolting at the
horizontal centerline. The cover and base have precision-machined surfaces that
form metal-to-metal steam tight joints when assembled. Sophisticated analyses
for reduced thermal gradients, along with high strength bolting materials, has
provided a leak-proof joint for the high pressures and temperatures experienced
by the inner cylinder.

The HP inner cylinder is supported in the outer cylinder through the use of keys
and liners, tongue and groove fits, and dowel pins. This support system keeps
the inner cylinder aligned with the outer cylinder and rotor while allowing for
differential thermal expansion between the various components.


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Main Steam Inlet Sleeves

The inlet sleeves are designed to reduce steam velocity in the HP inlet system
by as much as 40%. The velocity reduction has two primary benefits: much lower
flow losses in the inlet system and significantly reduced potential for
vibration excitation. Both benefits were gained by making the inlet sleeves
shorter and stiffer with increased flow area. The sleeves have also been
designed to seal with the nozzle chamber using pressure seal rings. This
simplified design not only permits more efficient sealing, the pressure seal
rings also effectively dampen any cantilever effect that could create vibration.

Inlet Pressure Seal Rings

Westinghouse has used inlet pressure seal rings in super critical IP turbines
and other HP turbine designs for over twenty years. The rings are arranged so
that they seal between the outer surfaces of the inlet sleeve and the nozzle
chamber. They offer improved damping ability and provide an effective seal
between the inlet sleeve and nozzle chamber inlet bore.

Nozzle Chambers

Traditionally, nozzle chambers have consisted of multiple partial arc segments
which were welded into proper position. Westinghouse has replaced that design
with two 180 degrees subassemblies which offer greater reliability, improved
efficiency and simpler maintenance.

The improved 'ring type' nozzle chamber consists of two 180 degrees chambers
supported near the horizontal centerline of the inner cylinder with tongue and
groove fits, liners, and lugs. This allows the nozzle chambers to expand
radially and axially without being constrained. The improved radial expansion
also allows the nozzle chambers to more closely match control stage movement
during load transients, thereby increasing control stage efficiency. The keys
and pins that support the ring also provide significant friction damping which
reduces susceptibility to flow induced vibration.

Spring back seals between the nozzle chamber and the rotor minimize interstage
leakage. The inlet temperature to the HP reaction blade path is increased,
improving HP turbine efficiency.


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The superior alignment helps maintain correct seal clearance during thermal
transients and significantly reduces potential seal damage.

The shape of the nozzle chamber is designed to simplify internal flow and reduce
distribution losses. Once the steam leaves the control stage it flows directly
into the reaction blading, eliminating "turn around" pressure losses. The
stiffer design results in lower vibration levels.

Routine maintenance of the 180 degrees ring type nozzle chamber has been
simplified. The two halves of the nozzle chamber ring are completely removable,
allowing easier access for inspection, and permitting either floor or bench
maintenance to be performed.

                [Drawing -- Nozzle Chamber - For Reference Only]

Removable "Contoured End Wall" Nozzle Blocks

The nozzle block sections are made from one piece forgings and use Electro
Discharge Machining (EDM) to create the nozzle vanes with a contoured end wall.
The contoured end wall minimizes secondary flow (steam swirl). Reducing the
secondary flow and turning the flow before it is accelerated greatly reduces the
nozzle block erosion caused by exfoliation from the boiler. The nozzle block
is bolted to the nozzle chamber for periodic maintenance.


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        [Drawing -- Nozzle Chamber & Nozzle Block -- For Reference Only]


Blade Rings

The HP/IP turbine has three blade rings to support the stationary blading in the
turbine blade path. The three blade rings are different in size and shape but
similar in construction and function.

The outer grooves on the blade rings are precision-machined to match the tongues
on the cylinders and form steam tight joints when assembled. The
tongue-and-groove fits hold the blade rings in position while allowing thermal
expansion in a radial direction.

HP Blade Ring

The HP Blade Ring holds the High Pressure Stationary Blade Diaphragms.
Stationary blade path seals are also installed in the Blade Ring assembly. The
Blade Ring is supported and positioned by both the Inner and the Outer Cylinder.

IP Blade Rings

Two IP Blade Rings are provided to house the IP Stationary Blade Diaphragms,
along with the stationary blade path seals. Both IP Blade Rings are supported at
the horizontal centerline


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by support keys. Dowel pins are used to position the blade rings at the top and
bottom of the inner cylinder.

Dummy Rings

The HP/IP turbine has three dummy rings that are different in size and shape but
similar in function. The dummy rings separate various pressure zones and act as
flow guides to direct steam flow within the high pressure and intermediate
pressure areas.

The LP dummy ring is supported in the outer cylinder at the governor end of the
turbine; it directs exhaust steam from the HP blade path toward the HP exhaust
(cold reheat outlet) in the outer cylinder base. The HP dummy ring is
incorporated in the HP inner cylinder; it seals the area between the HP and IP
inlet. The IP dummy ring is supported in the outer cylinder; it directs steam
from the hot reheat inlet to the IP blade path.

Glands

The HP/IP turbine has inner and outer glands at both the governor end and
generator end of the outer cylinder. The glands confine the steam in the turbine
and prevent steam leakage to the atmosphere and air leakage into the turbine.

Thermocouples

Turbine temperatures are measured by thermocouples. The thermocouples are
installed in special protecting tubes that penetrate the cylinder wall and are
welded to the cylinder. The HP/IP cylinder is manufactured with thermocouple
wells installed at standard locations on the turbine based on turbine
temperature monitoring needs.

Crossover Piping

The crossover piping transmits steam from the IP exhaust opening to the LP
turbine inlet. The crossover piping is bolted to the cylinders for easy removal
during maintenance. Each mitered corner of the crossover piping has multiple
guide vanes which help smooth the steam flow as it changes direction thereby
minimizing pressure loss. The crossover pipe has three


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hinged-type diaphragm plate expansion joints which absorb the axial thermal
expansion of the pipe.

ROTATING COMPONENT DESCRIPTION

HP/IP Rotor

The turbine rotor extends through each end of the outer cylinder housing. The
rotor is supported by two journal bearings: one in the governor pedestal, the
other in the LP turbine bearing housing.

Forging Technology

The HP/IP Rotor is forged from CrMoV alloy steel which is used for its good high
temperature properties. Of the approximately 15,000 large steam turbine rotors
in operation in the world today, 80% were made from single piece forgings. The
HP/IP integral rotor configuration is the industry standard. This approach is
superior to "built-up" designs such as the welded disk configurations.

For example, HP rotors manufactured by welding disks together has shown rotor
creep bowing due to non-uniform weld creep properties. This has led to high
dynamic unbalance in service.

Integral rotor forging technology was first developed for 3600 RPM fossil
turbines that were put into use in the early 1950's. In the past forty-five
years, integral rotors have been used whenever quality forgings of sufficient
size and toughness were available.


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              [Graph -- Steam Turbine Rotors in Service Worldwide]


The technological advances in the steel making process that make these forgings
possible include:

o     an optimum solidification that allows non-metallic inclusions to float to
      the top and be removed,

o     vacuum carbon deoxidization, and

o     ladle refining processes that reduce sulfur content.

A low sulfur level is necessary to attain the required ductility, impact
strength, and FATT properties.

Westinghouse, working with forging suppliers, performed extensive tests on
integral turbine rotor forgings. Metallurgical specimens from rotor forgings
were tested for material properties in radial and axial directions. The tests
included tensile strength, Charpy V-notch impact, FATT properties, and material
composition. The results proved the forgings to be homogeneous, with excellent
metallurgical properties throughout. These modern forgings also reduce the
probability of rotor bowing due to improved material homogeneity especially with
regard to creep properties.

The HP/IP turbine uses a fully integral monoblock rotor, which eliminates the
centerline bore. Elimination of the bore reduces tangential stresses at the
rotor center by a factor of 2 when compared to a bored rotor in the same
application. Rotor life benefits since creep


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strains are drastically reduced as shown by finite element studies. Stress
ranges relevant to low cycle fatigue life are lowered. Rotor maintenance costs
are also reduced because a periodic rotor bore examination is no longer
required.

Rotor Blade Root Design

The rotor uses two proven designs to secure the rotating blades: the "T" root
design is used in the HP section, and the multiple serration side entry root
design is used in the IP section. Both designs have been proven to be highly
reliable for their respective applications.

The "T" blade root used in the HP permits more efficient use of the area on the
rotor which is available for blading. The "T" root has the added advantage of
providing better sealing under high pressure conditions, eliminating efficiency
losses that result from steam leaking through a side entry root.

The multiple serration, side entry root design is utilized for the IP blade
path. Side entry roots are necessary to accommodate the larger geometry of the
IP blading. The design allows the steeples to be located above the bulk of the
rotor body; this reduces thermal transient stresses. Stress concentrations at
the base of the steeples have also been minimized by using an optimum contour
that was developed through finite element analysis.

Rotor Balance Provisions

The rotor has provisions for balance holes at five locations: two locations for
field balance, two locations for factory balance and one location for both
factory and field balance. Each field balance location has equally spaced holes
for balance plugs. Before shipping, the rotor is balanced in the factory at
operating speed; therefore, the rotor should need only a minimum touch-up
balance at initial installation.

Rotor Thrust Balance

All pressure forces that could cause a turbine component to move in the axial
direction are called thrust forces. Thrust forces are produced by the pressure
drops as the steam moves through the blade path. These axial pressure drops
exert thrust forces on the rotating parts.


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The HP/IP turbine is an asymmetrical, opposed flow element. Steam passes first
over one set of blades, then another in series. This causes thrust forces in
opposite directions in the HP and IP sections of the rotor. The two opposing
forces acting on the rotor cancel each other if the two are equal. If one force
is greater, the difference between the two is the resultant thrust force on the
rotor. Several features are included in the turbine design to help balance and
control the opposing thrust forces as closely as possible:

o     Rotor thrust balance pistons

o     Pressure equalizing flow passages

o     Thrust bearing

The first two features are designed to balance the rotor thrust. The thrust
bearing is used to control the thrust which occurs during transients and partial
loading.

Rotor Thrust Balance Pistons

The two major sources of thrust forces on the rotor are the HP blading area and
the IP blading area. To balance these different thrust forces, the rotor body is
designed with certain opposing areas of known cross section exposed to known
pressures. These areas provide a predictable force to resist, or help balance,
the thrust in the blade path. Such an area generally can be thought of as a
'balance piston'. The HP/IP rotor has three balance pistons that are integral
parts of the rotor. The diameter of each of the three balance pistons is sized
so that most of the axial thrust is balanced out.

The rotor balance pistons are subjected to the same pressure differentials as
the sections they balance. The HP and IP blade paths are independently balanced
by their own dummy rings (thrust pistons) opposing the blade path. The HP
blading thrust is balanced out by the HP balance piston. The IP blading thrust
is balanced out by the IP and LP balance pistons.

Pressure Equalizing Flow Passages

To provide the correct balancing forces, balancing areas must be subjected to
the same pressure differentials as the sections they balance. Three pressure
equalizing passages allow


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this to occur in the turbine. One pressure equalizing passage is actually the HP
impulse chamber. Here, the control-stage exit pressure becomes the inlet
pressure for the HP blade path and the opposing HP balance piston. The second
pressure equalizing passage consists of the space between the inner and outer
cylinders. This space connects the HP exhaust to the low pressure side of the HP
dummy ring. The third pressure equalizing passage is an equilibrium pipe on the
outer cylinder that connects the IP exhaust to the downstream side of the LP
dummy.

BLADE PATH DESCRIPTION

Optimized HP & IP Blade Path

The HP and IP blade paths are designed for each application to provide the most
efficient design for the available space that meets the mechanical requirements.
Many recent advances in blade path design have been incorporated:

o     Overall blade path thermodynamic optimization

o     Enhanced airfoil design

o     Improved aerodynamic analysis

o     Enhanced sealing

o     Reduced windage losses.

HP Blade Path

The Control Stage utilizes a side entry root design. The high pressure rotating
blade rows utilize "T" root blades with grouped shrouds. The Westinghouse "T"
root blade designs have an excellent history of mechanical reliability because
of their light mass, thin shroud and the reduced tip velocity due to the short
blade length. "T" root blades also have fewer steam leakage paths which improves
the thermal efficiency of the HP blade path.


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IP Blade Path

The intermediate pressure rotating blade rows utilize serrated, side entry root
blades with integral shrouds. All tenons are eliminated from the IP blade path.
Each integral shroud IP rotating blade is machined from a single piece of metal.
The elimination of separate shrouds significantly reduces vibratory stress, high
cycle fatigue, and the stress concentrations associated with riveted tenons. The
centrifugal loads created by the massive shroud are now distributed along the
entire cross section of the IP blade. The potential for creep in the integral
shroud blades is significantly less because the maximum steady stress at the
intersection of the shroud and the airfoil is reduced by 67% compared to a
riveted IP blade design. The improved IP blade design also promotes contact
between the shrouds of adjacent blades, thus alleviating vibratory deflection.
In addition, there are no concealed surfaces, thus allowing the blades to be
more thoroughly inspected with greater ease. All blades are designed so that the
first mode frequency is above the sixth harmonic.

Stationary Blades

The stationary blades feature a twisted blade design. This design offers
substantial efficiency gains over previous configurations because the air foil
orientation is optimized over the entire height of the blade rather than only at
the mean diameter. The use of twisted stationary blades allows the use of
parallel sided rotating blades with minimum steam incidence angles.

These twisted blades are also stronger than previous designs. By varying the
gauging of the stationary blade, the stage reactions are more uniform from the
base to the tip. Additionally, the increased reaction at the base, in
conjunction with the reduced reaction at the blade tip, reduces secondary flow
losses associated with the rotating blades and the leakage losses associated
with the stationary blades.

Blade Path Sealing

Caulked in seals are provided over the HP rotating and stationary blade path;
this allows the axial spacing between stages to be minimized. This reduced
spacing increases the blade path efficiencies by optimizing for the HP steam
conditions; as well as allowing more stages in the HP turbine for the same
available axial length.

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The IP blade path uses spring back seals for both the rotating and stationary
blades. These seals are comprised of several independent curved segments, each
containing multiple seal strips. Spring force holds the seal segments close to
the rotating surface to minimize the steam leakage. In the event of abnormal
operating conditions, the seals can be pushed back by the rotor to prevent
damage to the seal strips.











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                                                        Double Flow Low Pressure
                                                        Turbine
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                        Double Flow Low Pressure Turbine

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PURPOSE

The Low Pressure (LP) Turbine receives steam from the IP Exhaust via the
Crossover Piping and converts it to rotational power to drive the generator. The
LP turbine is a double flow arrangement. Steam enters the turbine at the LP
Inlet, which is located in the middle of the turbine, and expands in each axial
direction through similar (mirror image) LP Blade Paths. Condensation begins in
the last stages of the blade path and the wet steam exhausts to the Main
Condenser.

                  [Drawing -- LP Turbine - For Reference Only]

The LP turbine consists of these major components which are detailed in the
following text:

o     LP Outer Cylinder

o     LP Inner Cylinder

o     Blade Rings


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o     Exhaust Flow Guides

o     Steam Glands

o     LP Rotor

STATIONARY COMPONENT DESCRIPTION

LP Outer Cylinder

The LP turbine has an outer cylinder consisting of four major pieces: two cover
sections and two base sections. Separate pieces are required in order to meet
transportation limitations. The cover sections are bolted together at a vertical
joint during initial plant site assembly. The base sections are similarly bolted
at a vertical joint during initial plant site assembly. The vertical joints in
both the cover and base do not need to be unbolted after initial plant site
assembly. The horizontal joint is a precision-machined surface on both the cover
and the base. The surfaces are bolted together without a gasket to form a
metal-to-metal steam tight joint.

The outer cylinder is fabricated out of carbon steel plate. It provides
structural support for the LP rotor and the inner cylinder. The inner cylinder
is mounted inside the outer cylinder in a manner which allows it to expand and
contract both axially and radially without constraint. In normal operation, the
outer cylinder is under condenser vacuum.

The primary function of the outer cylinder is to convey the exhaust flow, at
nearly ideal vacuum conditions, from the last row of rotating blades to the
condenser as efficiently as possible. It is designed to withstand normal and
emergency structural loads without undergoing deflections great enough to
disturb the running clearances.

The outer cylinder base includes a support foot structure to support the entire
LP turbine. The support foot is axially anchored to the foundation. The cylinder
is allowed to expand axially from the anchor point by sliding on seating plates
which are grouted to the foundation. The bottom of the support foot, which rests
on the seating plates, is the turbine baseline; the top of the support foot
structure is the turbine horizontal joint. The base structure below the


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support foot acts as the exhaust opening for the LP turbine. The cylinder base
has a minimum of internal support braces to help limit disturbances in the flow
path and allow smoother flow through the structure.

The governor end of the cylinder base is extended to create a housing for the #2
and #3 journal bearings, and the HP/IP to LP coupling. It also has support pads
for the generator end HP/IP cylinder paws. The generator end of the LP outer
cylinder is extended to create a housing for the #4 journal bearing, the LP to
Generator coupling, and the turning gear. Bearing loads are transmitted to the
turbine support foot by the exhaust cone and support braces. The cone also helps
to direct exhaust steam flow. Customer drain connections are provided below the
bearing housings to carry away any waste fluids which may accumulate.

The outer cylinder cover is smaller than the base and it is symmetrical about
the turbine centerline. The entire cover can be removed for access to internal
components; however, there are four manholes, two on each side, which allow
access for internal inspection without removing the cover.

The turbine is protected from overpressure by breakable diaphragms located on
the top of the outer cylinder covers. These diaphragms are designed to rupture
if the pressure in the outer cylinder reaches .34 to .55 bar (5 to 8 psig). Each
end wall of the LP turbine cover has a cone-shaped section above the area of the
bearing housing. An end plate caps off the small end of the cone and provides
structural support for the cover half of the sealing gland in the area of the
rotor. The cone-shaped sections also function as part of the flow path for the
LP exhaust.

LP Inner Cylinder

The inner cylinder provides the support structure for the blade rings, last
stage segmental assemblies and exhaust flow guides. The inner cylinder consists
of cover and base sections bolted together at the horizontal joint. Because the
LP turbine is a double-flow unit, both ends of the inner cylinder are similar.


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The fabricated carbon steel LP inner cylinder is designed using the latest
technology and design techniques which specifically address the issues of
cycling, moisture and hard particle erosion, and reliability. Finite element
analysis is used as an integral part of the design process. A pictorial example
of inner cylinder modeling follows:

     [Drawing -- Inner Cylinder Finite Element Analysis For Reference Only]

Finite element analysis provides design engineers with an accurate calculation
of stresses to quantify the deflections that the inner cylinder experiences
during various transient events. This allows for structural streamlining of the
inner cylinder design which eliminates the negative aspects of differential
thermal expansion. It also allows more accurate prediction of thermal gradients
and their affect on cylinder stresses. The overall benefits of this design
process include improved LP reliability, maintainability, and efficiency.

The inner cylinder is structurally designed to minimize the potential for
cylinder distortion, and joint and bolt distress caused by thermal expansion and
contraction. The fabricated design improves the fatigue life of the inner
cylinder because of the appropriately sized cylinder walls. The fabricated
design also provides the correct amount of flexibility to better accommodate
thermal transients.


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Blade Rings

The LP turbine has two separate blade rings on each end. The blade rings provide
structural support for all rows of stationary blades with the exception of the
last stage segmental assemblies. Support keys and liners allow radial expansion
independent of the inner cylinder. The blade ring designs allow for free
expansion between the cylinder and blade ring in areas of high temperature
gradients which reduces thermal stress and misalignment during operation.

Exhaust Flow Guides

The LP turbine has two exhaust flow guides, one at the governor end of the inner
cylinder and one at the generator end. Each exhaust flow guide is constructed in
two halves. The halves form a complete assembly when bolted to the inner
cylinder structure. The flow guide is designed to utilize the velocity of the
steam leaving the last row blade to experience a pressure recovery. This allows
the steam to expand to a pressure below the condenser pressure and thereby
allows the blading to generate additional work.

Steam Glands

Gland assemblies are provided at each end of the LP turbine where the rotor
penetrates the outer cylinder. The glands are bolted to the outer cylinder and
provide a seal which prevents air from leaking into the turbine. The rotor
glands at the governor and generator end are alike. Each gland assembly consists
of a gland base, gland cover, four seal ring retainers, four seal rings, and the
support keys, screws, and dowels needed to assemble the major parts.

ROTATING COMPONENT DESCRIPTION

Rotor and Steeple Design

The LP turbine rotor has integral discs, integral couplings and does not have a
bore. This results in significantly lower operating stresses which provide
greater resistance to stress corrosion cracking. One-piece ruggedized blades
reduce the vibratory load transfer to rotor steeples and also help eliminate
steeple high cycle fatigue. Side entry blade roots are used for attaching all of
the rotating blading. This maximizes the contact area between the blade root


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and rotor steeple and minimizes stresses in both the rotor steeple and blade
root serration. The larger LP blades have curved roots to accommodate the
curvature of the airfoil. The side entry steeples are located above the bulk of
the rotor body; thereby reducing steeple thermal transient stresses. Rotor
stress concentrations at the steeples have been significantly reduced through an
effective steeple contour developed through finite element analysis.

LP Rotor Forging Manufacture

LP rotor forgings are made of 3.5% NiCrMoV alloy steel having high impact
strength and low FATT values. The forging process encompasses the following
technologies:

o     VACUUM CARBON DEOXIDIZATION, which removes objectionable gases; such as
      hydrogen, and allows a lower silicon level which contributes to increased
      impact strengths and reduced FATT values.

o     SULFUR LEVEL REDUCTION, typically through ladle refining.

o     IMPROVED INGOT MOLD DESIGN, which reduces the chemical segregation and
      minimizes porosity, inclusions and other objectionable conditions in that
      portion of the ingot used for the rotor forging.

o     MINIMUM ALLOY SEGREGATION and LOW RESIDUAL ELEMENT LEVELS, which are
      important to achieve uniform properties throughout the rotor forging.
      Westinghouse, in cooperation with forging suppliers, has conducted an
      extensive testing program to qualify the new generation of LP turbine
      rotor forgings. To verify the forgings are homogeneous and comply with
      Westinghouse specifications, the tensile and the impact properties are
      tested at several locations on each forging. In addition, each forging is
      ultrasonically examined and tested for thermal stability to Westinghouse
      requirements.

o     IMPROVED K(IC) VALUES as calculated from impact tests for this material
      are substantially higher than materials previously used. Because of the
      improved material


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      properties, fracture mechanics techniques now calculate a larger allowable
      critical flaw size.

Rotor Balance Provisions

The rotor has provisions for balance at five locations: two locations for field
balance, two locations for factory balance and a center balance location. Each
field balance location has equally spaced holes for balance plugs. The factory
balance locations allow for material to be removed from the rotor. Before
shipping, the rotor is balanced in the factory at operating speed; therefore,
the rotor should need only a minimum touch-up balance at initial installation.

                          [Drawing -- RIVETED SHROUD]

BLADE PATH

DESCRIPTION

Integral Shroud

                          [Drawing -- INTEGRAL SHROUD]

Blades

The first rotating stages of the Ruggedized LP turbine use integral shroud
blades made of 12% Chrome material. In this heavy duty construction, the blade
and shroud segment are integral providing an important increase in
strength/stress ratio and corrosion resistance.

Because the airfoil and shroud are made from a single piece of steel, the whole
airfoil cross-section carries the centrifugal load of the shroud. This design
change, and the use of generous fillet radii, reduce steady stresses. The
maximum steady stress at the intersection of the integral shroud with the
airfoil is reduced dramatically when compared with maximum stress of a riveted
blade tenon. This reduction in steady stress means greater margin in fatigue
strength and extended life in the presence of corrosives.


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Several full scale direct comparison rotating tests have been conducted to
determine improvements in the vibratory stresses of integral shroud blades when
compared with riveted shroud blades. These laboratory tests concluded that the
vibratory stresses in the integral shroud design are lower than those in the
riveted shroud design for the same excitation.

The reduction of vibratory and steady stresses, as well as the elimination of
lashing lugs and separate shroud rivets, lower the operating stresses to a level
equivalent to units with significantly lower end loadings. The result of the
lower operating stress levels is a blading system which will operate with
maximum reliability.

Freestanding Tuned Blades
The last three rows of the Ruggedized LP turbine use shot-peened, profiled tip
freestanding blades made of 17-4 pH stainless steel. This material has superior
fatigue strength and pitting resistance for the steam conditions which are
experienced in the last stages of low pressure turbines. The following chart
demonstrates the superior performance of 17-4 pH material in four different
harsh environments. These blades are of one-piece construction, thus eliminating
any shrouds, rivets or lashing lugs. Also eliminated are the undesirable
corrosive traps in the blade path and the difficult to control fabrication
processes of riveting and lashing lug welding (and associated x-ray
inspection).

            [GRAPH -- Corrosion Fatigue Strength of Blade Materials]

Reliability is further enhanced because the resonant frequencies of the L-0,
L-1, and L-2 blade rows are established when the blades are manufactured. Such
blade tuning is necessary as it is impractical to manufacture long LP blades
large enough to withstand resonant stresses at the lowest harmonics of running
speed.


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          [Diagram -- Typical Campbell Diagram Strength/Stress Ratios]

The overall strength improvement of the Ruggedized freestanding blades is
combined with significant reductions in vibratory stress amplitude, resulting in
a greater confidence level in Ruggedized freestanding blades over other designs.
The graph is a summary of typical LP blade strength/stress ratio versus the
harmonic (multiples of running speed).

Freestanding blade characteristics have been verified by full scale rotating
tests, field strain gauge telemetry testing, non-contacting blade vibration
monitor testing, large scale laboratory modeling and successful operating
experience at over 60 power stations.

Stationary Blading

Stationary blading upstream of the L-1 stage are of the welded diaphragm type
configuration. Diaphragm blading is inherently easier to install and maintain.
The diaphragm ring assembly is simply slid into the blade ring and locked into
their respective blade rings. Should maintenance be necessary, the diaphragm
assembly can be easily removed and serviced. Stationary rows 5 and 6 are of a
segmental type construction due to their greater size.

Blade Path Sealing

Westinghouse has designed three blade path sealing features to improve long-term
efficiency and minimize leakage losses.

Honeycomb Seals

Honeycomb Seals are installed over all freestanding blades, (except over the
last stage which utilizes an exhaust flow guide). The individual honeycomb cells
collect moisture which is removed by annular grooves in the backing rings. This
type of seal enhances the moisture


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removal capability in the blade path as well as providing a damping mechanism to
prevent steam swirl.

       [Drawing -- Typical Honeycomb Seal Arrangement For Reference Only]

Springback Seals

Springback Seals are used in the stages upstream of row L-2. They reduce the
potential for hard seal rubs; therefore, seal clearances are maintained and long
term efficiency is enhanced.

               [Drawing -- Gland Case Seals - For Reference Only]


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"Low-Diameter" Spring-Back Seals

"Low-diameter" spring-back seals are used in the L-0 and L-1 stationary
segmentals to provide sealing to the rotor body between the L-0R, L-1R and L-2R
rows. Leakage loss is reduced considerably because sealing between the last
three rotating blade rows takes place at a reduced rotor diameter. In addition,
an extension plate is located by a keying arrangement that keeps the seal
concentric with the shaft. An example diagram of "Low-diameter" seals is shown
in the next figure:

                        [Drawing -- LOW DIAMETER SEALS]

EROSION RESISTANT DESIGN FEATURES

Operating experience has proven that moisture droplet erosion of LP turbine
blades adversely affects thermal performance and unit availability due to
increased maintenance requirements. While it is recognized that moisture erosion
cannot be avoided, Westinghouse has incorporated design features in the LP blade
path to minimize its effects. Thus, in an effort to increase unit availability
and sustain unit thermal performance, Westinghouse has enhanced the erosion
resistance of the LP turbine by including the following erosion resistant
features:


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o     Addition of Moisture Collectors Throughout The Blade Path. This feature
      reduces the amount of moisture available for impingement on rotating and
      stationary components.

o     Protection of L-0R Blades With Stellite Shields. Use of stellite shields
      on a blade's leading edge has proven to be a reliable means of reducing
      blade erosion and extending blade life.

OPERATIONAL CAPABILITIES

Off Frequency Operation

The primary operating consideration of an LP turbine under load at either
greater or less than normal system frequency is the protection of the tuned
blading so that harmonic resonance does not occur. In the design verification
process, great care is taken to properly tune the tapered and twisted blades
that constitute the last LP stages. The result of improved manufacturing
techniques combined with a more rugged geometry is an improved off frequency
capability.

HIGH BACK PRESSURE OPERATION

Last row blades are subjected to a wide range of operating volumetric flow. At
high condenser backpressure and/or low unit load, volumetric flow greatly
decreases. This results in the last row blade tip section operating at high
incidence angles -- that is, the blade inlet metal angle is smaller than the
flow approach angle to the rotating blades. This places the blade tip region in
a "stall" or "near stall" condition, and the blades may undergo self-excitation
vibrations.


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Westinghouse performed a detailed test in a dynamic blowdown wind tunnel which
was designed to specifically investigate such instabilities at low volumetric
flow. An original design blade which did demonstrate this flutter condition, as
evidenced from the field telemetry testing, was thoroughly tested; verifying
that the blade tip region could experience self-excited vibrations or blade
flutter. Most important, these tests further verified that orientation of the
blade tip is the principal parameter that controls the susceptibility for
flutter; and that minimizing the incidence angle minimizes the likelihood of
flutter and the high stresses associated with it. All Westinghouse last row
blades are designed to allow maximum backpressure operation while minimizing
susceptibility to flutter. As a result of this effort, the LP turbine is capable
of continuous high load operation with a maximum backpressure of 20.3 cm (8.0")
HgA.

BENEFITS

Fully Integral Monoblock LP Rotor

o     Eliminates bore inspections and reduces tangential stresses at the rotor
      center

o     Eliminates shrunk-on blading discs and couplings and reduces overall
      operating stresses

o     Increases inspection intervals

High Efficiency Integral Shrouded Blades and
High Efficiency L-0, L-1 Blades

o     Improve efficiency

o     Lower blade excitation

o     Provide cyclic duty capability

o     Reduce maintenance through elimination of rivets and shroud

o     Provide enhanced corrosion resistance


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o     Allow operation at up to 8 in. Hg backpressure

o     Provide expanded range of off-frequency operation

LP Inner Cylinder and Independent Blade Rings

o     Increase resistance to cylinder distortion and reduces stress by
      simplifying complex geometries

o     Improve component alignment during transient conditions

o     Improve moisture removal

o     Minimize steam leakage through improved sealing

o     Simplify turbine disassembly/reassembly


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                                                       Steam Turbine Auxiliaries
                                                       -------------------------
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                            Steam Turbine Auxiliaries

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TURBINE SUPERVISORY INSTRUMENTATION

The Turbine Supervisory Instrumentation (TSI) system is a reliable multichannel
monitoring system that continuously measures the mechanical operating parameters
of the turbine generator shaft and case. The system displays machine status,
provides outputs for recorders, and initiates alarms when preset operating
limits are exceeded. In addition, the system can activate automatic turbine
shutdown operations and provide measurements that can be used for diagnostic
evaluations.

EMERGENCY TRIP SYSTEM

An emergency trip system consisting of local sensors and an interlock relay is
provided. The following functions are provided in the system:

o     Overspeed emergency trip.

o     Low bearing oil pressure trip.

o     Solenoid trip.

o     Manual trip.

o     Low vacuum trip.

o     Thrust bearing wear and rotor movement trip.

ELECTRO-HYDRAULIC FLUID SYSTEM

The electro-hydraulic fluid reservoir with major components is mounted on a
single skid to minimize floor space requirements and allow for easy installation
and maintenance.


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The electro-hydraulic (EH) fluid supply system provides the motive force for
positioning the primary steam inlet valves, which regulate and control the flow
of steam through the turbine. The steam valves are spring loaded to the closed
position and are opened by the EH actuators. Electrical positioning signals for
the valves are received from the Digital Electro-Hydraulic (DEH) Controller and
processed to provide hydraulic pressure to position the valve actuators.

EH SYSTEM COMPONENTS

Motive fluid for the EH control system is provided by a fluid supply system
consisting of an EH fluid supply skid, high and low pressure accumulators, fluid
conditioning system, and interconnecting stainless steel fittings and tubing.
The EH fluid supply skid consists of a reservoir assembly incorporating
redundant AC motor driven variable displacement pumps, duplex pump discharge
filters, a relief valve, a fluid conditioning unit, and coolers. The fluid used
in the EH system is a synthetic base phosphate ester having the lubricity, fluid
stability, and fire retardance of Fyrquel EHC.

EH FLUID RESERVOIR

The EH fluid reservoir provides storage for the hydraulic operating fluid. The
reservoir is a stainless steel tank mounted on a steel frame. A manually
operated drain valve mounted to the reservoir bottom plate is used to drain EH
fluid from the reservoir.

A filler breather cap and magnetic separators are mounted on the reservoir top
plate. Magnetic separators are immersed in the hydraulic fluid to attract
magnetic particles that may be carried in the fluid. An inspection cover is
provided in the side of the reservoir for access to the reservoir interior.

A thermometer is supplied to monitor the reservoir bulk fluid temperature. A
pressure gauge is provided downstream of each EH fluid pump to monitor the pump
discharge pressure. A pressure gauge is also supplied downstream of the duplex
filter assembly to monitor system pressure. High and low fluid level switches
are supplied to provide remote indication of reservoir fluid level.


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PUMPING EQUIPMENT

The reservoir is equipped with redundant variable displacement AC motor driven
EH fluid pumps. Each pump is designed for continuous duty and can provide the
total system flow requirements. Thus, only one pump needs to be operating at any
one time. A shutoff valve is mounted in the pump suction line to each pump. The
shutoff valve permits maintenance on that pump without disturbing system
operation.

The EH fluid discharged by the main pump is directed through the duplex pump
discharge filters through an interchange valve. The 10 micron absolute filters
remove contaminant particles from the EH fluid. Each filter has an indicator
which gives a visual indication of filter element cleanliness. Only one filter
is in use during normal system operation. The manual interchange valve is used
to direct the EH fluid flow to the clean filter while the dirty filter element
is replaced.

A pilot operated pressure relief valve is provided to prevent excessive pressure
in the EH system. If the system pressure increases to 2350 PSIG, the relief
valve opens and releases EH fluid to the reservoir.

Shell and tube type duplex heat exchangers are mounted on the reservoir
assembly. A manual isolation valve permits a cooler to be isolated. A check
valve located at the cooler inlet allows the fluid to bypass to the EH reservoir
in case of excessive cooler pressure losses.

FLUID CONDITIONING UNIT

The fluid conditioning unit conditions EH fluid. The unit consists of a single
filter connected to a 3 micron contaminant filter, with associated isolation
valves and tubing. The filter conditions the EH fluid by removing acids and
water. The contaminant filter removes contaminant particles. The fluid
conditioning unit is located on the EH fluid supply skid.

HIGH PRESSURE ACCUMULATORS

Two high pressure accumulator assemblies are located on the turbine floor near
the steam valve actuators. They provide a reserve volume of EH fluid to handle
sudden system fluid


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flow demands. Each assembly consists of two bladder type accumulators connected
to a machined manifold block in a steel frame. The manifold blocks are machined
and valved so that the accumulators can be isolated for testing, recharging, or
maintenance.

LOW-PRESSURE ACCUMULATORS

Four low pressure bladder accumulators are installed in the pressurized drain
line to the EH fluid reservoir. The accumulators act as a surge chamber during a
load dump.

LUBRICATION OIL SYSTEM

The lubricating oil system supplies lubrication for the turbine and generator
journal and thrust bearings. The lubrication oil system components are mounted
on a single skid, which is located adjacent to the turbine generator set to
minimize floor space requirements and allow for easy installation and
maintenance.

The following components are mounted on the lubrication oil skid:

o     Lubrication oil reservoir.

o     Main and backup bearing oil pumps (AC motor driven).

o     Emergency bearing oil pump (DC motor driven).

o     Motor driven vapor extractors and demisters.

o     Oil Cooler (Plate and Frame Heat Exchanger).

o     Oil Filters (Duplex, 100% Capacity).

o     Interconnecting Oil Piping to Unit.

o     Protective devices.

o     Oil level, temperature, and pressure sensors.


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OIL RESERVOIR

The oil reservoir is a large fabricated carbon steel tank which stores the
lubrication oil, minimum 5 minute retention time, and serves as a platform to
mount the necessary system equipment. Inside the reservoir, piping connects the
discharges of the pumps to the appropriate oil header supply piping. Check
valves prevent backflows through the system. Strainers on the oil pump suctions
and oil return drain help to prevent particle contaminants from circulating
through the system. The reservoir is provided with manway access openings on the
top of the shell and a drain connection on the bottom.

The interior of the reservoir is painted with an oil resistant phenolic type
aluminum paint. Because the upper portion of the reservoir is not fully immersed
in oil and moisture cannot be totally excluded, the protective paint is used to
prevent the reservoir from corroding and introducing harmful particle
contaminants into the lubrication system.

OIL PUMPS

The main and standby oil pumps (BOP) are AC motor driven, vertically mounted,
submerged centrifugal pumps consisting of a motor, coupling, and pump. Each pump
and motor, mounted on a base plate on top of the reservoir, is sized to supply
all of the required lubrication and control oil. The standby pump automatically
starts on a decrease in oil pressure. Each pump suction is equipped with a
coarse strainer to prevent foreign objects from entering the pump. A check valve
on the discharge piping of the pump prevents back flow in the system. The BOP
pumps also supply lubrication oil when the unit is on turning gear.

EMERGENCY OIL PUMP

The emergency oil pump (EOP) is a DC motor driven, vertically mounted, submerged
centrifugal pump consisting of a motor, coupling, and pump. The EOP is similar
in construction to the BOP's except for the motor. The EOP, mounted on a base
plate on top of the oil reservoir, serves as a backup to the BOP's by providing
lubrication oil to the bearings


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during unit coast down and cool down. The EOP will automatically start on a
further decrease in oil pressure below the standby pumps set-point.

VAPOR EXTRACTOR ASSEMBLY

The oil system incorporates a vapor extraction system. The vapor extraction
system removes oil vapors and maintains a slight vacuum at the turbine pedestal,
bearing housings, and oil reservoir. Two vapor extractors (for increased T-G
reliability) are mounted on top of the oil reservoir where one is maintained on
standby. The vapor extraction system has the following basic parts: oil
separator, adjustable butterfly valve, turbo blower, and blower AC motor.

PRESSURE REGULATOR VALVE

A pressure regulating valve is located in the oil supply piping between the
lubrication oil filters and the turbine. The air-operated valve regulates
bearing oil pressure between 14 and 21 psig to account for unit specific
conditions such as elevated head. The valve moves to the full open position on
loss of air pressure.

FILTRATION

A duplex 100% capacity oil filter is provided in the lubricating oil supply line
to prevent particle contaminates from circulating through the system. Under
normal operation, oil flows through one of the duplex filter cartridges while
the remaining filter cartridge is on standby duty. Oil flow can be manually
diverted via a six way valve arranged to transfer oil to the standby filter
during routine maintenance without interrupting the oil flow to the unit.

OIL COOLER

The oil cooler assembly is capable of maintaining an acceptable temperature
range of oil to the bearings, 110 degrees to 120 degrees F (43 to 49 degrees C),
while the system is in operation using BOP cooling water.


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The cooler is a plate type heat exchanger made up of a stack of cold pressed
type 316 stainless steel plates secured between two covers by bolts. Each plate
is fitted with a gasket that routes the lubricating oil and cooling water
through alternate channels in a series of parallel groups. A double seal between
the two flow channels, provided by the gasket, keeps the oil and water from
mixing. The cooler can be disassembled without disconnecting piping. A dial
thermometer indicates the outlet temperature of the oil.

OIL PIPING

The skid mounted oil piping for the lube oil system and the interconnecting
piping from the skid to the turbine-generator is included. Pipes and connections
shall be shielded in areas where oil leaks could contact hot turbine or steam
pipe surfaces.

GLAND STEAM SYSTEM AND VALVE STEM
LEAKOFF SYSTEM

A gland steam seal system is designed to:

o     Prevent air leakage into the exhaust end of the low pressure turbine
      during normal operation.

o     Prevent steam from leaking out of the high pressure and intermediate
      pressure turbine during normal operation.

Springback labyrinth type gland seal rings are located at each end of the HP/IP
and the LP turbines. A system of regulating valves is provided to automatically
maintain constant gland sealing steam pressure to the glands during startup,
shutdown and load changes. These valves are skid mounted along with a
desuperheater to lower the temperature of the steam required for sealing the LP
turbine gland and a safety valve to prevent excessive pressure in the gland
system. On a separate skid, a shell and tube type gland steam condenser with 304
stainless steel tubes provides the vacuum necessary to form the seal at the
atmospheric end of the glands. Air drawn into the system at the glands or valve
stems is removed by redundant


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motor driven gland steam exhausters. Operation of only one exhauster is needed
to meet the gland system and valve stem leakoff system requirements.

TURBINE EXHAUST HOOD SPRAY SYSTEM

At low steam flows encountered below 10-15% load, particularly when operating at
the rated speed no-load condition, unacceptable exhaust temperatures can occur
due to LP blade windage heating. The exhaust hood spray system, when activated
by the hood temperature sensor, supplies condensate to a spray ring manifold in
the LP end of the turbine to desuperheat the steam leaving the last rows of
turbine blading before it enters the exhaust hood of the turbine.

           [Drawing: Exhaust Hood Spray System - For Reference Only]


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TURBINE DRAIN SYSTEM

The turbine drain system removes steam condensate from low points in the turbine
cylinders, steam inlet piping and gland steam piping to minimize water buildup
that could result in damage to turbine parts. The system, except for the waste
drains, returns the condensate back to the main condenser. The steam condensate
drain system incorporates automatic control pneumatic drain valves plus
continuous orificed drains. Slop (waste) drains are provided to drain the
cavities formed by the LP turbine bearing housing, the LP turbine exhaust cone,
and the LP turbine base structure at the end of the LP turbine.


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                                                       Generator/ Excitation
                                                    ----------------------------
                                                    ============================
<PAGE>

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                  Features of Hydrogen Inner-Cooled Generators

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STATOR AND ROTOR

1.    Stator mounting and core construction are designed to reduce the effect of
      double-frequency vibration.

2.    The stator end winding is braced against short circuit stresses by an
      advanced hydrogen cooled stator winding bracing system.

3.    Stator leads are arranged to maximize space under the generator and
      readily permit connection with any type of bus run.

4.    The rotor is machined from a one-piece solid steel forging integral with
      the shaft ends. Forging material is tested for compliance with rigid
      specifications. A bore hole and ultrasonic test grooves are provided on
      larger rotors for examination of forging integrity. On smaller rotors, the
      bore hole is provided only if centerline indications are found. Pole faces
      are slotted to equalize rigidity in principal axes to minimize
      double-frequency vibration.

5.    Floating-type retaining rings prevent chafing of coil insulation. Heavy
      shrink fit between retaining rings and rotor body reduces heating due to
      rotor surface currents.

6.    Rotor is dynamically balanced.

7.    Bearings can be removed without removing the hydrogen seals from the
      machine.

CORE AND WINDINGS

1.    Stator core is made of high permeability, low-loss silicon steel
      punchings.

2.    Stator core end iron heating is reduced by an electrical shield. Two
      methods are used, depending on the unit's design:


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      o     non-magnetic finger plates, a continuous single-piece stator end
            plate, and a laminated magnetic end shield; or

      o     non-magnetic finger plates and a laminated magnetic end shield.

3.    Field winding is hard-drawn, silver-bearing copper and is not subject to
      permanent distortion during operation. The field winding insulation is
      provided with liberal creepage distances. The completed winding is
      carefully baked and seasoned before balancing.

4.    Stator coil transposition in the coil results in more nearly uniform
      temperatures and reduces losses.

5.    Shaft currents are restricted by large creepage distances and generous use
      of insulating materials.

VENTILATION AND COOLING

1.    Effective and uniform cooling is achieved by means of inner-cooled
      conductors in both stator and rotor.

2.    Ventilation system provides uniform cooling over the entire length of the
      generator.

3.    A single multi-stage axial-flow compressor-type blower on the turbine end
      of the rotor provides ample pressure and volume for efficient ventilation.

4.    Individual blades are dove-tailed and locked on a blower hub for easy
      removal and replacement.

5.    Each hydrogen cooler consists of two separate sections to permit
      temporary, part-load operation with one section out of service.

6.    Tubes are rolled into tube sheets at both ends.


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HYDROGEN SEAL OIL AND GAS SYSTEMS

1.    A double flow seal oil system is used. Independent seal oil systems for
      air and hydrogen gas sides eliminate the oil vacuum treating unit and
      reduce hydrogen consumption. Emergency seal oil backup pumps
      interconnected with the lubrication oil system automatically provide
      continuous operation of the seal oil supply. Pumps and motors in the seal
      oil system are conservatively rated for dependability. A loop seal in the
      generator bearing oil drain line provides protection against hydrogen
      contamination of the bearing lubrication oil supply.

2.    The hydrogen gas system includes a purity indicator actuated by a
      conservatively rated blower for reliability and accuracy. Positive
      hydrogen pressure is automatically maintained. A Gas Dryer provides a
      moisture-free atmosphere in the generator.

3.    The generator may be purged while on turning gear or at stand-still.

BUSHINGS

1.    Bushings can be replaced without removing the generator rotor.

2.    Current transformers can be provided for metering, relaying, or regulating
      (maximum of three per bushing).

3.    Dry-type bushings are provided.

4.    Leads and bushings are inner-cooled for heat removal.


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                    Hydrogen Inner-Cooled Generator With Gas
                             Cooled Stator Winding

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DESCRIPTION

The generators offered by Westinghouse are designed in accordance with ANSI
Standards C50.10, C50.13, and C50.14, as appropriate.

They are a hydrogen inner-cooled generator, having a 0.90 lagging/0.95 leading
power factor when operating at 60 PSIG hydrogen gas pressure, 16,000 V, three
phase, 60 Hz, 3600 RPM.

FRAME

The generator proposed is of an integral frame construction, reducing erection
expense and giving protection to the internal components during transportation
and erection.

The generator frame is a heavily ribbed cylinder which supports the stator core
and windings, bearing brackets, and rotor assembly. The frame and the enclosing
end brackets are fabricated from steel plate. The generator frame includes frame
feet along its length which are supported by the foundation using foundation
seating plates.

The generator frame is designed to be explosion-safe. This means that the frame
will contain and withstand an internal explosion of the most explosive mixture
of hydrogen and air at the most probable conditions of occurrence, i.e., at
atmospheric pressures during gas changing operations, without damage to life or
property external to the machine. Some internal damage may occur with such an
explosion.

The bearings, supported in rugged, fabricated end brackets, are insulated and
may be removed without removing the hydrogen seals from the machine. Bearing and
gland seal insulation is provided at the following places on both ends of the
generator to prevent shaft currents from flowing through the bearings: between
the bearing pad and the bearing seat; between the gland seals and the brackets;
between the bearing oil seals and the brackets; and


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at the stop dowel and bearing key. Ring type gland seals are also housed in the
bearing brackets to maintain a gas-tight shaft seal. These shaft seals are of
double oil flow construction with separate air and hydrogen side oil supplies to
reduce hydrogen consumption. For 30 psig gas pressure applications, single-flow
seal oil system is used. Provision for mounting of vibration detector probes are
provided at each bearing. The bearings are forced lubricated and visual oil flow
gauges are available as an option in the bearing bracket oil piping. Embedded
bearing metal thermocouples are provided. Bearing oil drain thermocouples and
thermometers are provided in wells in the lube oil drain piping (part of turbine
supplied piping).

Two hydrogen coolers are mounted vertically at the turbine end of the generator
frame, simplifying piping layout since all water piping originates in one
location at the turbine end of the generator, well away from the high-voltage
buswork.

The generator frame is supported by four frame feet which rest on foundation
seating plates. Foundation bolts (provided by the foundation designer) resist
short-circuit torques applied to the frame. Shims between the frame feet and
seating plates are provided for generator alignment with respect to the turbine
generator shaft system. A number of jack bolts are also provided in the
generator frame feet for vertical alignment. Provisions in the frame feet and in
the seating plates allow engagement of axial anchors (embedded axial anchor
plates provided by the foundation designer) to allow for thermal expansion of
the generator in both axial directions. Likewise, design of the bearing brackets
on both ends of the generator for steam turbine and exciter end bracket for
combustion turbine applications allow engagement of transverse anchors (embedded
transverse anchor plates supplied by the foundation designer) to maintain the
generator lateral position while allowing the axial expansion. For the turbine
end anchor in combustion turbine application, an I-beam anchor between the left
and right walls shall be used.

GENERATOR VENTILATION AND COOLING

The ventilation system provides uniform cooling of the entire generator frame
using hydrogen as the cooling medium. This time-proven system, supplied on large
steam turbine-


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driven generators for decades, permits a generator to be designed for optimum
physical size and electrical capacity.

        [Figure 1 - 2-Pole Hydrogen Inner-Cooled Generator (PDL1253-73)]

The longitudinal view above will be of assistance in the ventilation circuits
described. It should be noted that this figure is typical, and features such as
the number of rows of blades in the blower, the number of frame sections, and
other minor details may not be exactly the same as those ultimately designed.

The rotor and stator core are cooled by hydrogen which is circulated by a
single, multistage, axial flow, compressor type blower.


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               [Figure 2 - Axial Compressor Blower (PDL1251-61A)]

The blower is located immediately ahead of the coolers so that the gas rise due
to the blower losses will not be added to the total temperature rises of the
electrical components. The hydrogen is cooled by the two hydrogen-to-water
coolers located vertically at the turbine end of the generator. Each cooler has
two sections, thus permitting temporary, part-load operation at 80% of rated kVA
with one cooler section out of service. The water boxes in the hydrogen coolers
are arranged so that the cooler tubes run full at all times. The tubes are
rolled into tube sheets at both ends.

The stator core and rotor winding are cooled by separate but parallel flow
circuits. The air gap serves as a plenum to return the rotor gas back to the
axial blower.

The stator core is cooled by cold hydrogen gas circulated by pressure from the
shaft mounted axial blower. For the main length of the core, cold gas enters
openings in the exciter end of the core and flows axially through the core to
the turbine end and then returns to the blower. There is also radial ventilation
of the stator core end iron.

A portion of the cold gas leaving the coolers is directed by means of baffles
and ventilation passages to the rotor. The cold gas is admitted at each end of
the rotor through the annular space under the rotor winding retaining rings. A
special pattern of holes is located in the


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conductor end turns and the gas enters directly into these holes at both ends of
the rotor. The gas then flows in two parallel paths on each end of the rotor.
The gas in one path flows through and cools the conductor end turns and
discharges through scooped ventilation openings in the rotor pole face and into
the air gap at the end of the rotor body. In the other parallel path, the gas
flows through the hollow conductors in the slot portion and discharges into the
air gap through radial outlet ports in the conductors at the center region of
the rotor body. From the air gap it then returns to the blower.

The stator coils, parallel rings, main lead connectors, and generator lead
bushings are cooled directly by cold hydrogen gas. Cold hydrogen gas enters one
end of each stator coil into insulated ventilation tubes assembled in the coil
and flows through the length of the coil to the opposite end. Cold hydrogen gas
also enters the hollow parallel rings and flows through the main lead connectors
and generator lead bushings. Thus, all the stator winding components are cooled
internally by gas.

STATOR CORE

The stator core is built of thin, high permeability, low-loss, silicon iron
segmental punchings. Each punching is insulated on both sides with a
high-temperature, C5 - capable insulation to obtain a high interlaminar
resistance, thereby reducing the transformer type losses caused by eddy
currents. The insulation is bonded to the metal to meet stringent dielectric,
electrical resistance and stacking factor requirements. The insulation maintains
its integrity at temperatures well above that of normal operating temperature.

The punchings are assembled on key bars located at the outer diameter of the
core. Frequent pressing of the laminations during stacking provides a tight
stator core. Pressure to keep the core laminations tight during operation is
provided by the key bars and insulated thru-bolts located at the centroid of the
core. The core clamping pressure is distributed over the core surface by heavy
non-magnetic finger plates and continuous, single piece stator end plates. After
assembly, the stator core is treated to protect it from rust and to further
insulate between punchings. The packs of stator core laminations at the end of
the machine are electromagnetically shielded. By diverting the flux from the
ends of the core, the circulating


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eddy current loss is reduced to enable the generator to carry 100% MVA at 0.95
leading power factor.

            [Figure 3 - Stator Core Design-End Plate Axially Cooled]

The stator core is flexibly spring mounted by using flexible elements, spring
bars, to connect the stator core to the generator frame. The magnetic attraction
between the poles of the rotor and the stator core induces a double frequency
vibration in the core. These flexible elements reduce the amplitude of the
double frequency core vibratory force transmitted to the generator frame and
foundation. The mounting is such that very little of the core vibration is
transmitted to the housing, but the core is rigidly restrained against load and
short circuit torques.


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        [Drawing: Figure 4 - Stator Core flexible Mounting Using Key Bars
                         and Spring Bars (PDL 1251-62)]

The stator core is tested for integrity a number of times during the
manufacturing operations using a "loop testing" procedure or El-Cid(1) testing.
The loop testing procedure circulates magnetic flux through the core laminations
which is inspected for local hot spots using a thermal vision camera capable of
detecting small temperature differences. The El-Cid test procedure is a low
power, electronic test and makes a strip chart recording of each slot for the
detection of core imperfections. The lack of core problems in Westinghouse
generators is attributed to attention to core design and testing for core
integrity as described above.

At the bore diameter equally spaced slots run the entire length of the stator
core. These slots extend into the core for assembly of the stator coils.

STATOR WINDING DESIGN

Gas Cooled Stator Coils

The stator winding consists of gas inner-cooled, single turn, half coils wound
in open slots and secured in place by glass-epoxy wedges. Each stator coil is
made up of two half coils shaped on a former and joined together after assembly
in the slots. The stator coils of this


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generator are composed of solid copper strands and insulated ventilation tubes,
as shown below.

    [Figure 5 - Stator Winding-Hydrogen Inner-Cooled Generators (PDL1251-66)]

Each strand is wrapped with electrical grade, continuous filament type
polyester, and glass servings which is baked to form a smooth, continuous,
uniform insulation over the entire surface.

The strands undergo a 720 degrees Roebel transposition in the internal portions
of the coil and use solid brazed connections in the end turns to control
circulating and eddy current losses.

Effective cooling of the stator coils is achieved by hydrogen gas flowing
through the hollow ventilation tubes in a single pass. The phase connections
(parallel rings and main lead connectors) and generator lead bushings are
composed of hollow copper conductors for direct hydrogen gas cooling. All six
ends of the three phase winding are brought out at the exciter

--------------------------------------------------------------------------------
(1) El-Cid - Electromagnetic Core Imperfection Detector is a product of ADWEL
INDUSTRIES LTD.


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end of the frame through a lead box with gas-tight bushings. Either end of the
windings is suitable for grounding or for use as the main leads.

Resistance temperature detectors are provided on each phase group to measure the
temperature of the stator coil hot gas discharge and to detect any abnormal
conditions. Leads from the temperature detectors are connected to terminal
boards.

STATOR COIL INSULATION

THERMALASTIC(2) epoxy insulation is used to provide the groundwall insulation of
the stator coils superior dielectric and mechanical properties. Refer to
Generator Features Literature 1913. THERMALASTIC insulation is a tough, yet
thermally stable dielectric barrier with excellent electrical and physical
properties. The advantage of THERMALASTIC epoxy insulation results from the
solventless, heat-reactive resin impregnant and the vacuum-pressure-impregnation
(VPI) process used. The excellent electrical properties of the resin, coupled
with good insulation consolidation, results in THERMALASTIC with lower
insulation power factor, increased dielectric strength, and remarkable
improvement of voltage endurance. Its consistently low dielectric loss is less
affected by temperature and voltage variation than other types of insulation.
THERMALASTIC insulation has great thermal endurance and long life. The
THERMALASTIC character of the resin provides solid, yet elastic physical bonds
between mica paper platelets. The resilient nature of the resin bond permits
elastic cyclic displacement of adjacent mica paper platelets and provides
restoring force within the insulation groundwall. This makes THERMALASTIC
insulation ideally suitable for cyclic duty operation. THERMALASTIC insulation
is also inert to ordinary chemicals, oils, and solvents and has an unusually
high moisture resistance. THERMALASTIC insulation was


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(2)THERMALASTIC is a registered trademark of Westinghouse Electric Corporation.


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developed in the late 1940's, and first placed in service in 1950. Continued
improvements have made THERMALASTIC insulation a superior insulation for
high-voltage coils.

THERMALASTIC insulation is an ANSI Class F insulation system.

Effective corona suppression is provided by the use of a low-resistance,
conducting material on the coil slot section to contain the dielectric stress
within the solid insulation, and a high-resistance, voltage grading material on
the end-turns to grade voltage stress along the coil surface.

Quality Assurance checks are performed on each coil and the complete winding to
verify insulation integrity. Each coil is short circuit tested and given
high-potential tests well in excess of final winding high-potential test values
before being wound into the machine. Each set of coils includes extras which are
chosen at random from the set for testing to destruction, thus giving further
verification of insulation integrity. Additional high-potential tests are
performed both during and after completion of stator winding.

STATOR WINDING BRACING

Of equal importance with the insulation system is the method of slot-fill and
bracing used to protect the stator coils from the vibratory stresses experienced
during steady-state operation and from the transient disturbances which can be
experienced during abnormal operating conditions. The ANSI and IEC Standards set
the requirements for steady-state operation and define the abnormal operating
conditions which must be met.

Each coil is secured in the slot by cotton-phenolic epoxy glass wedges assembled
in wedge grooves in the slot. See figure 5.

Prestressed driving strips (PSDS or ripple spring) are located directly under
the slot wedge to maintain radial pressure on the coils and slot wedges.
Pressurized hoses are inserted below the PSDS. Filler strips are provided to
protect the coil surface and to distribute the wedging load. The pressurized
hoses are used to preload the slot contents, i.e., the stator coil, stator slot
wedge, filler strips, and prestressed driving strips.


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Semi-conducting filler strips are also utilized on one side of the coil to
provide a tight fit in the slot. These supporting fillers virtually eliminate
potentially damaging coil vibration caused by the magnetic forces that are
present. The entire stator slot contents are thermally cured under pressure to
consolidate slot contents and reduce vibratory stresses due to coil motion. The
procedures described and the consolidation of groundwall and filler materials,
plus the use of ripple springs between coils and wedges, gives unsurpassed
compactness with less maintenance and long service life.

The end-winding bracing must be designed to address several key issues. These
are:

o     transient operating conditions;

o     normal steady-state operating conditions; and

o     thermal expansion and contraction for all conditions.

The bracing system is designed to withstand the electromagnetic forces imposed
on the end-winding during transient events as required in ANSI Standard C50.13.
The bracing is designed to limit movement of the stator coils (both radial and
circumferential), thus protecting the stator coil insulation.

For normal steady-state operation, the bracing is designed to consolidate the
end-winding into a structure such that the natural frequencies are away from the
operating frequency and thereby resulting in long life for winding components.
The end-winding bracing is "decoupled" from the stator core which significantly
improves the global dynamics of the end-winding.

To address these issues, a bracing system has been developed.


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             [Drawing: Figure 8 - Advanced Hydrogen--Cooled Stator
                         Winding Bracing (PDL1251-69)]

The key function of the bracing is to control the dynamics of the end winding
structure and allow thermal expansion and contraction without wear of the
groundwall insulation.

The bracing system provides a solid structural backbone to which all the other
end winding components can be consolidated. Retightenable radial clamps are used
to consolidate the coils and winding bracing. A compact arrangement of parallel
rings is mounted to the back of the end winding bracing system. The consolidated
end winding structure is free to expand and contract axially with thermal
changes. A bracket mounted on the core provides radial stiffness to accommodate
transient electrical events.

MAIN LEADS

Stator parallel rings, phase leads, and main lead bushings are directly cooled
by the hydrogen gas. The main lead bushings are assembled in a gas-tight main
lead box located at the exciter end. The bushings are of dry type construction.
Bushings can be replaced without removing the generator rotor. The six (6) main
lead bushings extend from the lead box, three of which are used for the main
leads connecting to the main transformer and three of which are used to form the
neutral tie. Each bushing can be provided with up to four (4) bushing mounted
current transformers. Current transformers are suitable for metering, relaying,
or regulator


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service. Each current transformer has both a relaying accuracy of C-400 and a
metering accuracy of 0.3B-1.8 in accordance with ANSI C57.13. The current
transformers have a secondary current level of five amperes, and the transformer
ratio is chosen so that, at generator rated current, the meter reading is
approximately three-quarters of full scale.

The generator neutral connection and generator neutral enclosure are also
supplied.

Standard configuration of the lead box is with the slanted legs toward the
turbine end of the machine.

GENERATOR ROTOR

The cylindrical type rotor forging is made from nickel, chromium, molybdenum,
vanadium alloy steel and is poured with the vacuum degassing process. Forging
materials are ultrasonically tested for compliance with rigid quality assurance
specifications. If found necessary, a bore hole is provided to remove centerline
indications. The bore hole may then be used in later years for examination of
forging integrity.

                       [Figure 9 - Turbo Rotor (1251-15B)]


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                   [Figure 10 - Generator Shaft (PDL1251-10C)]

Two pole rotors have their pole faces slotted so as to equalize flexibility and
to reduce double-frequency vibration, as shown below.

                 [Figure 11 - Pole Face Slotting (PDL1251-11B)]


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Rotor winding components are subjected to stresses both from rotation and from
thermal expansion and contraction. It is essential that these stresses be
accounted for and limited in the rotor design. During startups, shutdowns, and
load changes the rotor winding will move relative to the rotor structural parts.
Built-in clearances and slip layers allow for this motion while reducing the
frictional forces which could cause distress or shaft vibration. Cold-worked,
creep-resistant, silver-bearing copper and epoxy-glass laminate turn-to-turn
insulation reduces the chance of permanent winding deformation or rotor shorts.
The winding is held firmly against rotational forces by nonmagnetic retaining
rings and high-strength rotor slot wedges. In the rotor end turn area, custom
fitted glass epoxy blocking and spacers maintain alignment of the winding
components. Axial expansion is controlled by allowing for expansion to occur and
by including Teflon slip layers in the rotor slots and under the retaining ring,
to limit the friction that opposes axial motion.

The field winding is manufactured from high-strength alloy copper. This
silver-bearing alloy copper contains the necessary metallurgical creep-resistant
properties to minimize distortion during operation. The individual turns of the
rotor winding are made up of hollow conductors, each consisting of two copper
channel sections, which form a gas passage for the hydrogen. The field winding
insulation is provided with extra electrical creepage distance on the top turns.
The windings are placed in open, tapered slots which are lined with one piece,
molded insulating slot cells. The NOMEX slot cells are Teflon lined on the inner
surface to permit the rotor coil to move axially due to thermal expansion and
contraction. The insulation between turns consists of glass laminate bonded to
the copper. The glass laminate exhibits excellent wear characteristics and has a
high coefficient of friction, which reduces relative slippage between coil turns
that causes wear and copper dusting. Instead, the entire coil slot structure
acts as a unit rather than individual turns. After the rotor is pressed and
cured, fitted, high-strength slot wedges are driven into the top of the slots.


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               [Figure 12 - Rotor Winding--Open Slot (PDL1251-72)]

         [Figure 13 - Rotor Field Winding and Ventilation (PDL1251-13B)]

The rotor end turns are supported radially against rotational forces by 18Mn18Cr
nonmagnetic retaining rings shrunk onto the rotor body. This alloy is now the
industry standard and is highly resistant to corrosion and stress corrosion
cracking in the presence of moisture and other corrodents. These retaining rings
are nonmagnetic steel forgings


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produced by a cold-expansion process. These floating-type retaining rings have
insulating liners, with a Teflon(3) surface in contact with the winding to
prevent distortion of the rotor coil and abrasion of the rotor coil insulation.
The rings are shrunk and keyed onto machined sections at the ends of the rotor
body with a firm fit at overspeed and rated temperature. The heavy shrink fit
provides a low-resistance electrical path for induced rotor surface currents,
thereby reducing heating due to rotor surface currents. A circumferential
locking ring is provided to prevent axial movement of the retaining ring. This
method of support permits the shaft to flex without causing fretting at the
joint or overstressing the rotor winding and is used to eliminate the effect of
shaft deflection on the rotor end winding assembly. The construction of the
retaining ring is shown in Rotor End Winding PDL 1251-45B.

                  [Figure 14 - Rotor end Winding (PDL1251-45B)]

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(3)Teflon is a registered trademark of I.E. DuPont Corporation.


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Ventilation of the rotor end turns is shown in PDL 1251-12C.

             [Figure 15 - Rotor end Turn Ventilation (PDL1251-12C)]

An amortisseur winding is provided which uses copper damper bars in each rotor
slot connected at the ends by beryllium copper wedges to the retaining rings.
This design meets the requirements of the industry standards for negative
sequence current capability.

The generator rotor has a shrunk-on coupling on the turbine end. This is due to
several design features. These include a turbine end blower design which uses
rotating blades mounted in a shrunk-on hub with a smaller diameter than the
coupling; the use of a retaining ring end plate which may be smaller in diameter
than the coupling; and in some cases, depending on the size of the coupling
required to match the turbine, even the retaining ring inner diameter may be
smaller than the coupling diameter.

The completed rotor is statically and dynamically balanced. It is carefully
baked and seasoned at running speed to promote lasting stability of the rotor
winding components. Standard quality control tests are made on every rotor
before and after overspeed tests to verify that no shorted rotor turns have
developed. It is performed by means of a flux-probe or search coil test as the
rotor speed is increased from rest up to rated speed and back to rest. The rotor
is then carefully inspected and a final high-potential test is performed.


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EXCITATION

Either static or brushless excitation can be applied, depending upon your
preference.

The generator collector portion of a static excitation system is covered by a
separate description, specification, and bill of material from the generator. A
separate description of the voltage regulator for the power supply portion of
the system is also provided.

LUBRICATING SUPPLY SYSTEM

The generator shares a common lubrication system with the turbine. Fewer
subsystems means less complexity and reduced installation costs.

HYDROGEN COOLERS

Hydrogen coolers consist of a number of finned tubes arranged within a suitable
open frame structure, thus providing a large heat transfer surface for cooling
the hydrogen gas circulating within the generator. Technically a hydrogen cooler
is classified as a 1-2 crossflow heat exchanger. That is, the hydrogen gas makes
a single pass through the cooler on the finned side of the tubing and the
cooling water makes two passes on the tube side. Generally, hydrogen coolers are
divided into 2 or 4 "sections", each section being an independent heat
exchanger. The sections are arranged in tandem such that the hydrogen gas makes
a single pass through all the tandem sections, whereas the cooling water flows
in parallel in each section and makes two passes in each.

There are generally two arrangements of hydrogen coolers used in generators: one
is with two coolers vertically mounted; and the other is with a cooler
horizontally mounted. This design uses the vertical arrangement.

In the vertical arrangement, there are two hydrogen coolers, one on each side of
the shaft, mounted in the frame of the generator at the turbine end. Each cooler
consists of two separate, tandem sections, making a total of four sections, each
of which can be isolated by valving.


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A vertical cooler is shown.

                   [Figure 16 - Hydrogen Cooler (PDL1251-17B)]

Each cooler is attached to the generator frame at one end only to permit
expansion and contraction within the generator. The inlet water chamber is
bolted to the cooler support flange which is bolted to the generator frame. The
water makes two passes through each section in a counter flow manner by means of
a reversing chamber at one end. The heat is transferred from the gas to the
cooling water flowing through the finned tubes of the cooler.

Temporary operation at reduced load is permitted with one of the four cooler
sections out of service. Standard design is to size the hydrogen coolers such
that this reduced load level is 80% of the nameplate rating with one cooler
section out of service.

INSTRUMENTATION

As a standard scope of supply, RTD's (standard is copper material) and TC's
(standard material is copper-constantan) are supplied to measure various
temperatures within the generator. Some of these detectors are intended to be
tied in with automatic turbine control (ATC) and are therefore supplied as
duplex elements; one for the ATC and one for Purchaser use. Where the detector
is not required for ATC, it is supplied as a simplex element for


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Purchaser use in monitoring. There is a standard set of temperature detectors
for stator coils, warm gas, cold gas, common cold gas for water control to the
hydrogen coolers, bearing metal, seal oil, and lube oil temperatures. It is also
possible to supplement this standard supply with additional temperature
detectors which the Purchaser might specify. Different detector materials may
also be desired by the Purchaser and can also be accommodated.

SHIPMENT

Shipment of the generator is determined by the Customer's requirements
consistent with shipping size and weight limitations.

Typically, the generator will be shipped assembled to the maximum extent
possible with the rotor and bearing brackets in place, except for the hydrogen
coolers. Assembly is done at the factory by experienced personnel with the
proper equipment, reducing the possibility of related field problems. For many
years, Westinghouse has shipped a great number of generators in this manner.
Units of this size are normally shipped on flat bed railcars.

When the stator and rotor are shipped as a unit, the machine is totally
enclosed, forming a gas-tight housing. This greatly simplifies maintenance and
handling before and during erection. Axial movement of the rotor is prevented by
a rotor cover on the turbine end which also forms part of the gas-tight housing.
This reduces any possibility of bearing damage. Assembled generator shipment
results in substantial savings in erection costs.

In other cases, where handling the complete generator at the site is difficult,
the rotor may be shipped separately. In either case, the larger stators are
shipped by a Schnabel car:


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          [Photographs: Figure 3 - Generator Transport (PDL1251-36B)]

where the stator frame forms a structural part of the car. The rotor, if shipped
separately, will be enclosed in a sealed bag on a special rotor skid on a
flatbed railcar.

EXPERIENCE

All of these features combine to provide generator reliability. Continually
updated generator design and insulation practice result in the operating
experience of over 1000 units with a proven service record dating back to 1950.

FACTORY TESTS

The following standard commercial factory tests in accordance with ANSI C50.13,
Table 4, Generators Not Completely Assembled in Factory for Test, will be
performed on the generator:


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Mechanical

1.    Rotor overspeed.

2.    Rotor mechanical balance.

3.    Mechanical inspection.

4.    Air leakage test.

Electrical

1.    Measurement of cold resistance of armature and field windings.

2.    Insulation resistance measurements.

3.    Dielectric tests:

      Armature: The standard test voltage shall be an alternating voltage whose
      effective value is twice the rated voltage of the machine, plus 1,000
      volts, applied for 60 seconds.

      Field: The standard test voltage for field voltages up to and including
      500 volts is an alternating voltage of ten times the rated voltage, but
      not less than 1,500 volts. The standard test voltage for field voltages
      rated greater than 500 volts is 4,000 volts plus twice the rated voltage.
      This test is applied for 60 seconds.

4.    Resistance temperature detector tests consisting of:

      resistance measurement;

      insulation resistance measurement;

      one minute dielectric test at 1500 volts AC,

      with a continuity check of the device afterwards.


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ALTITUDE

Generator ratings are based on operation at rated hydrogen pressure when the
generator is installed at an elevation of 1,000 meters or less above sea level.
Generators operated at altitudes above 1,000 meters will have the gauge pressure
of the hydrogen in the generator casing increased so as to maintain the same
absolute casing pressure as that required for operation at sea level.

COOLERS SPECIFICATION

The coolers specified will have sufficient surface and will be designed to give
satisfactory performance under the specified design conditions. The various
materials used in the construction of the coolers will be of high quality and
will conform to standard industry practice with regard to each individual part
of the apparatus. The workmanship will be high grade in every detail.
Westinghouse assumes no responsibility for any damage due to corrosive action of
the fluid handled, or to the presence of foreign substances in it.

The coolers will be sized to permit temporary, part-load operation at 80% of
nameplate rated MVA with one of the four cooler sections out of service. When
the same TOTAL cooler water flow is pumped through the three remaining cooler
sections, temperatures will remain within the allowances of the ANSI standards.
When the normal flow in each of the three remaining sections is maintained,
temperatures may exceed the allowances of the ANSI Standards, but will remain
within safe operating temperatures.

NAMEPLATE RATING VERSUS GENERATOR

CAPABILITIES

The Nameplate Rating of the generator is the set of operating conditions: MVA;
Voltage; Power Factor; Gas Pressure; etc., at which the generator meets the
requirements of the ANSI standards. The generator also has capabilities at lower
gas pressures as shown on the supplied generator capability curve. The intent of
these lower gas pressure capabilities is to help the Purchaser reduce operating
costs when his long term demand for power output is at a reduced level. At these
times the gas pressure can be reduced to conserve hydrogen and


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reduce leakage rates. The output capability of the generator is related to the
hydrogen gas pressure. The MVA levels for the reduced gas pressures have been
selected so that the generator is also in accordance with the temperature
requirements of the ANSI Standards under these load levels and gas pressures. It
is recommended that when the Purchaser expects load swings to rated output, that
the hydrogen gas pressure be maintained at the rated, maximum value.


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                                   Features of

                   THERMALASTIC(Registered) Insulation System

--------------------------------------------------------------------------------

THERMALASTIC insulation is the result of extended research and development over
a number of years. It has outstanding electrical, physical and thermal
properties.

THERMALASTIC achieves a unique union of solventless, thermosetting resins and
mica to provide the tough, reliable insulation required for large generators. It
is a system, not a material, providing reliable service on more than 1000
generators today. THERMALASTIC has been refined through a continuous program
since its introduction in 1949.

THERMALASTIC SYSTEM FEATURES
SUPERIOR ELECTRICAL, MECHANICAL AND
THERMAL PROPERTIES

Mica, the heart of the THERMALASTIC system, is nature's best known insulator
from a standpoint of electric strength, voltage endurance and thermal endurance.

The advantage of THERMALASTIC insulation resides in the resin impregnant and the
impregnation process. The excellent electrical properties of the resin, coupled
with good insulation consolidation, results in lower insulation power factor,
increased dielectric strength, and remarkable improvement of voltage endurance.

The epoxy impregnating resin, in combination with selected reinforcing fabric,
gives high mechanical strength plus elasticity. This feature enables the
impregnant to expand and contract with other coil elements, making THERMALASTIC
ideal for cyclic duty. In addition, the epoxy provides superior chemical and
moisture resistance while providing excellent long term thermal stability.


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MANUFACTURING PROCESS REDUCES VOIDS
AND RESULTS IN CLOSE DIMENSIONAL
TOLERANCES

Generator coils using this insulation are of the half-coil construction. All
strands of each conductor are individually insulated with polyester-glass
insulation. The assembled strands are bonded solidly in the portion embedded in
the slot. This provides a strong rigid straight part and consolidates the
strands to a controlled size.

The coils are insulated from ground by multiple layers of continuous mica tape.
The mica tape used is bonded with a synthetic resin with excellent electrical
properties which contribute to low dielectric loss and high dielectric strength.
After application of the mica tape, the coil is completely taped with a finish
tape.

The coils are vacuum treated to remove moisture, solvents and gases. They are
then impregnated under pressure with a thermosetting synthetic resin of low
viscosity. The epoxy resin, in a liquid state, is introduced into the mica
system by alternating vacuum and pressure conditions to eliminate voids. The
process used results in resin fill of the coil interstices. The coil is then
heat cured while clamped in a fixture, resulting in a unified dielectric barrier
of close dimensional tolerances in both cross-section and end turn
configurations.

The resultant composite insulation is a tough, yet flexible, dielectric barrier
with excellent electrical and physical properties. The insulation is elastic and
possesses good dimensional stability.

STRICT QUALITY CONTROL VERIFIES
RELIABILITY

Quality Assurance checks are performed on each coil and the complete winding to
verify insulation integrity. Each coil is short circuit tested and given
high-potential tests (well in excess of final winding high-potential test
values) before being wound into the machine. Each set of coils includes extras
which are chosen at random from the set for testing to destruction, thus giving
further verification of insulation integrity.


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Additional high-potential tests are performed both during and after completion
of the stator winding.

Effective corona suppression is provided by the use of two materials; (1) a
low-resistance, conducting varnish on the coil slot section to contain the
dielectric stress within the solid insulation, and (2) a high resistance,
semi-conducting Coronox in the end turns to grade voltage stress along the coil
surface.

THERMALASTIC is a registered trademark of the Westinghouse Electric Corporation.


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                                                     Scope of Supply
                                               ---------------------------------
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                           Scope of Supply

--------------------------------------------------------------------------------

1.    One (1) stator frame complete with bearing brackets, bearings, stator
      core, and stator winding with THERMALASTIC(1) groundwall insulation.

      Lead box supplied for mounting to the bottom of the frame for installation
      of terminal bushings and bushing current transformers, (For combustion
      turbine applications, leads can be brought out from the top of the frame).

      THERMALASTIC(4) groundwall insulation is a registered trademark of
      Westinghouse Electric Corporation.

2.    One (1) rotor complete with rotor winding and shaft mounted blower hub.
      Rotating blower blades and stationary blower shroud provided.

3.    Hydrogen coolers, with 90-10 copper-nickel tubes and Muntz metal tube
      sheets, for mounting within the generator housing and designed to operate
      with 95 degrees F (35 degrees C) and lower cooling water at a maximum
      pressure of 125 psig (8.8 kg/square cm g). Cooler water boxes are carbon
      steel. Coolers have pipe ends prepared for Victaulic(2) couplings.
      Transition piping piece supplied for each inlet and outlet. Victaulic
      couplings provided for connection of transition pieces to cooler piping
      and to balance of plant/Purchaser supplied piping.

4.    Six (6) high-voltage bushings.

5.    Twelve (12) bushing current transformers (two (2) per terminal) with
      provisions for one (1) additional transformer per bushing. Each local
      current transformer terminal box is provided with short-circuiting type
      terminal blocks for balance of plant/Purchaser continuation.

----------
(1) THERMALASTIC is a registered trademark of Westinghouse Electric Corporation.
(2) Victaulic is a registered trademark of Victaulic Company of America.


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6.    Temperature detectors (resistance type - 100 ohms platinum at 0 degrees C)
      as follows:

      A.    One (1) resistance type for each hydrogen cooler outlet cold gas.
            Duplex is standard supply.

      B.    One (1) resistance type in common hot gas inlet to hydrogen coolers.
            Duplex is standard supply.

      C.    One (1) resistance type (including emersion well) in common cold gas
            outlet from hydrogen coolers for control of hydrogen temperature by
            Purchaser. Simplex is standard supply.

      D.    Six (6) resistance type in armature coil discharge gas of two pole
            generators. Simplex is standard supply.

      E.    Duplex thermocouples located in the bearing metal of each generator
            bearing. Type T (copper-constantan) is standard supply.

      F.    Duplex thermocouples located in each bearing oil drain for the
            generator. Well provided in turbine supplied lube oil drain piping.

      G.    Oil thermometer located in each bearing oil drain for the generator.
            Well provided in turbine supplied lube oil drain piping.

      H.    Two (2) in collector air inlet and one (1) outlet (3 total). Duplex
            is standard supply.

      Internal temperature detectors are wired out through a gas-tight terminal
      board in the side of the generator frame with stud type connections for
      balance of plant/Purchaser continuation. External or well type temperature
      detectors are wired to terminal boards located on the generator frame for
      balance of plant/Purchaser continuation.

7.    Special tools:

      A.    Necessary rotor removal and installation tools.

      B.    Cooler, bearing and bearing bracket assembly tools.


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      C.    Set of rotor lifting cables.

      Note: If duplicate or similar generator is located in same station of the
            Purchaser, only those tools, wrenches and cables unique to the new
            generator will be supplied.

      D.    Stator jacking or lifting trunnions.

            (Provided on a loan basis to be returned to Westinghouse.)

      E.    Gap barrier tensioning tool. (If required)

8.    Miscellaneous:

      A.    Terminals for testing bearing and gas seal insulation.

      B.    Generator frame grounding pads (Standard supply is 2).

      C.    Seating plates and shims.

      D.    Removable appearance frame covers ("lagging") from centerline to
            floor. (Embedded support plates NOT included.)

      E.    Bus duct adapters for alignment of Purchaser's bus duct. Not
            intended for support of the phase bus. Support of the phase bus by
            others.

      F.    Generator neutral bus, flexible connectors, and generator neutral
            enclosure. Connection pad provided on the generator neutral bus and
            an opening with Micarta adapter plate provided in generator neutral
            enclosure for balance of plant/Purchaser neutral grounding
            continuation.

      G.    Enclosure with air filter for collector rings and collector brush
            rigging.


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                                               WDR2000 Static Exciter
                                               Digital Voltage Regulator
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                WDR2000 Static Exciter Digital Voltage Regulator

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The proposed WDR-2000 static excitation system will utilize the Westinghouse
type WDR digital voltage regulator and trinistat power amplifier. The equipment
included will provide a modern, reliable regulating system without utilization
of existing rotating exciters.

The Westinghouse static excitation system is designed to provide control,
protection, and monitoring functions for a synchronous generator. The
Westinghouse system contains the following components: a power potential
transformer, drawout thyristor power converters with associated firing circuits
and a type WDR digital voltage regulator. All semiconductor components used in
the system are very conservatively rated and are protected from transient surges
to ensure reliable operation and service.

BENEFITS

The benefits of modern digital voltage regulator applied in the Westinghouse
static excitation system versus existing rotating and obsolete systems include:

o     Improved availability

o     Increased protection

o     Reduced operating and maintenance costs because of:

      Inherent reliability of solid state

      -     Availability of spare parts

      -     Elimination of rotating apparatus

      -     Modularity of components

o     Higher initial response


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o     Higher efficiency (lower in losses)

The type WDR digital regulator includes the following features and capabilities:

o     Main CPU Boards Using Intel Boards

o     Provisions for Built-in Power System Stabilizer (PSS)

o     Non-Volatile Memory Board with 2-Year Storage (Battery Back-Up)

o     On-Line Monitoring of Machine and Excitation System

o     Built-In Status Panel

o     Hand-Held Access and Programming Keyboard for local programmer interface

      o     Remote Communication Access Options (select one):

      o     RS232C Serial Communications up to 50 ft.

            (Suitable for one PC/one regulator configuration)

      o     RS485 Serial Communications up to 5000 ft.

            (Mandatory for multiple WDR voltage regulators connected to one PC)

      o     Modem Communications, 1200-9600 Baud using RS232C or RS485
            communications standard

o     Remote Programmer Interface

      o     Error Handling

      o     Self Diagnostics

o     Communication Software for Use With IBM PC or Compatible


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      o     Change or View Settings

      o     Alarm/Trip Record in Sequence of Events

      o     Settings Printout

      o     Settings Storage on Floppy Diskette

      o     Monitoring of Regulator Operating Conditions

      o     Diagnostic Procedures

o     System Fault Tolerance

o     Back-Up Analog DC Regulator Mode in Separate Module

EQUIPMENT OPERATION AND GENERAL

DESCRIPTION

The following paragraphs describe the operation of the Westinghouse excitation
system, a general description, and a specific description of the features.

EQUIPMENT OPERATION

The Westinghouse static excitation system includes a potential source static
exciter with a digital voltage regulator for automatic control and an analog DC
regulator for testing and backup. In the automatic mode the digital regulator
controls generator terminal voltage by supplying a similar control signal to the
firing circuits of the power amplifiers. The digital regulator can operate as
either an AC terminal voltage regulator or DC field current regulator. This
system is controlled manually by the analog DC regulator which sends a signal
through the firing circuits to control the drawout power amplifiers of the
static exciter. The power amplifiers are controlled by either the analog DC
regulator signal or the digital regulator (WDR) signal.


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GENERAL DESCRIPTION

The proposed excitation equipment features the Westinghouse type WDR digital
voltage regulator with drawout power converter. The WDR digital regulator will
be mounted in the logic cubicle. The logic cubicle will also include any analog
protection circuits which will be supplied, the analog firing circuits, and the
in service meter panel with test voltage source.

The power converters will be supplied in a second adjacent cubicle. The power
converter features a drawout design which allows ease of removal under load. The
power converter cubicle is designed to accept future additions of power
converters or to allow redundancy in the number of power converters supplied.

The power cubicle features a forced air cooling system with a main fan and a
backup spare fan. The fan control circuits including automatic transfer to
backup fan are grouped together in one convenient location. The forced air
cooling system features a fan assembly that can easily be removed or changed out
under load.

An auxiliary cubicle is adjacent to the power cubicle and includes the AC
disconnect. The auxiliary cubicle is typically the primary location for power
connections in and out of the static exciter voltage regulator lineup.

SYSTEM FEATURE DESCRIPTION

Digital Voltage Regulator Logic

Automatic AC Voltage Regulator Sensing Function

This function in the WDR responds to three-phase voltage from potential
transformers by computing the instantaneous RMS value from a sampled reading and
comparing it to a constant reference. The difference, the AC error, between the
actual and reference quantities is sent to an auctioneering stage in the signal
mixer.


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Transient Gain Reduction

In high-gain systems, the inherent time delays along with high AC regulator gain
can contribute to control system instabilities. To prevent these conditions, the
excitation system is stabilized by a transient gain reduction function in the
digital regulator.

Reactive Compensation

Reactive compensation, either droop or rise, is included with the WDR system.
These functions modify generator voltage by regulator action to compensate for
the impedance drop from the machine terminals to a fixed point in the system.
Action is accomplished by inserting vectorially into the regulator a voltage
equivalent to the impedance drop.

Minimum Excitation Limiter

A static minimum excitation limiter prevents excitation reduction in the AC
generator to levels that would result in a loss of synchronism of the AC
generator with the power system. This limiter responds to a two-line kVA
characteristic. The inputs to the limiter are taken from machine potential and
current transformers. The limiter output auctioneers against the voltage sensing
signal output in an auctioneering function for control of the power amplifiers.
The control of the power amplifiers by the limiter prevents the voltage
regulator elements from decreasing machine excitation to levels below the
desired set characteristic value.

Maximum Excitation Limiter

A maximum excitation limiter acts through the regulator to return the value of
excitation to a pre-set value after an adjustable time delay, during which
overexcitation is permitted for field forcing. The limiter operates on an
inverse time characteristic that permits lower values of overexcitation for
longer time intervals and limits higher values of overexcitation for shorter
time intervals. This limiter's output auctioneers with the output of the
auctioneering function in the signal mixer such that reduced excitation is sent
to the firing circuit. At each half cycle of the AC, the excitation level is
checked against an "Instantaneous Pickup Level." If the excitation is above this
value, a correction output is sent to the signal mixer.


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The Maximum Excitation Limiter also can accept up to three (3) contact inputs to
indicate if one or more of paralleled power amplifier thyristor bridges have
failed. This feature provides a "foldback" type of current limiting which
automatically adjusts the pickup to a lower level.

The MXL also is enhanced to provide a "memory" of the time-dependent nature of
the residual and cumulative effects of rotor heating. As the time between
overheating events decreases, the effects of the last heating incident will
steadily increase. This cooling rate is expressed as the "cool-down multiplier",
which is entered in the MXL function as an adjustable parameter.

Volts/Hertz Limiter

The volts/hertz limiter is applied to the excitation system when the station
must operate under adverse circumstances with the system frequency below normal
operating range. In such cases, the reason for operating at reduced voltage
during underfrequency conditions is to avoid the heating effects of excessive AC
current in windings of transformers and other magnetic devices. The input to the
maximum volts/hertz limiter is machine terminal voltage, and its output is a
signal that auctioneers with the positive auctioneering output signal in the
signal mixer in such a manner that whichever reduces excitation is sent to the
firing circuit.

Overvoltage Limiter

This function provides protection from high terminal voltage levels that could
be attained due to a fault condition within the excitation system, or from
severe load rejection conditions that may occur at a hydro station. When machine
terminal voltage is above a programmed pickup level, a limiting signal is sent
to the signal mixer. If the overvoltage condition exists for longer than a
programmed time delay, a "phase-back" command is sent to the firing circuit(s)
to reduce the output of the Power Amplifier(s) to a minimum. This provides
additional protection against overvoltage.

Overexcitation Protection

The overexcitation protection equipment protects the generator field from
excessive thermal stress during a period of overexcitation under both manual and
automatic excitation control.


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This device operates on an inverse time characteristic that permits lower values
of overexcitation for longer time intervals and higher values of overexcitation
for shorter time intervals.

Volts/Hertz Protection

Volts/hertz protection, independent of the volts/hertz limiter, protects the
generator stator core and/or the unit transformer core from possible thermal
damage due to excessive flux density. This device provides alarm and trip
signals if the underfrequency operation reaches low levels without adequate
retreat of machine terminal voltage level. The volts/hertz protection includes
sensing and time delay circuitry. Time delay is introduced into the alarm
function to prevent false alarms due to transient voltage or frequency changes.
The delay for the trip circuit is set long enough to allow the limiter to
function. The volts/hertz protection is left in service when on manual control
of voltage even though the volts/hertz limiter, under these circumstances, is
out of service.

DC Regulator Follower

The purpose of a DC regulator follower circuit is to track the machine field
excitation level and provide a nearly bumpless transfer to DC regulator
operation. The DC regulator follower senses the AC and DC regulator outputs;
when their difference exceeds a pre-set band, it initiates a correction signal
to move the DC adjuster to bring the DC regulator output within the pre-set band
of operation. The follower circuit includes adjustable dead-band and time delay.

Forcing Alarm

A forcing alarm is included. It functions to annunciate generator field forcing
when excitation forcing alarm setpoints are exceeded. Two conditions are
alarmed: 1.) the generator off line and exceeding the no-load excitation
setpoint; and 2.) the generator on line and exceeding the full-load excitation
setpoint. The output of the forcing alarm can be used to inhibit the raise
command above the setpoint.


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Remote Communication

Remote Communication capability provides the operator remote access to the
digital regulator. The remote capability includes access to the digital
regulator operating parameters (gains, time constants, limiting and protective
set points, etc.) which are programmable from the local hand-held terminal, or a
remote IBM - compatible personal computer. The remote capability also includes
the ability to monitor many inputs, outputs, and certain internal quantities, as
well as storage and display of routine data and unusual events.

The remote communication capability includes a software package supplied on a
floppy disk to be loaded into an owner supplied IBM - compatible PC. It also
includes a communication port in the digital regulator. The electrical interface
can be either an RS-232C for short distances up to 50 feet or RS-485 for
distances up to 5000 feet. RS-485 is used in any case where multiple regulators
are to be accessed by a single PC. An optional capability enables communications
via modems over a telephone line or other data communications channels at 1200
to 9600 baud using either the RS-232C or RS-485 standard.

Power Section

Firing Circuits

The AC error is applied through a signal mixing function to the solid state
firing circuits of the power amplifiers. The amplifiers consist of three-phase
thyristor power converter bridges. The firing circuits are synchronized with the
AC supply voltage and the associated thyristors (silicon-controlled rectifiers).
A linear relationship is established in the firing circuits between the WDR
output signal voltage and the power amplifier DC output voltage. The outputs of
the firing circuits are DC pulses, variable from 10 to 170 degrees with respect
to the positive (anode positive) supply to the thyristors.

Power Amplifiers (Converters)

The amplifiers use thyristors in a three-phase full converter bridge
configuration. This configuration applies positive and negative forcing voltage
to the generator field for dual directional forcing of field voltage. The field
current, however, cannot be reversed. The thyristors conduct current once each
cycle at a variable angle in the cycle as determined by


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the amplified error signal from the regulator. The earlier in the cycle that the
thyristors conduct, the greater the amount of energy delivered to the field.
Thus, the regulator controls excitation by varying the output of the power
amplifiers by controlling the associated firing circuits.

The power amplifiers are constructed of drawout module subassemblies to
facilitate maintenance under load. The static excitation system has redundancy
built in which permits machine operation at rated load with one power amplifier
assembly disconnected.

Thyristor Protection

RC snubber networks protect the thyristors against excessive di/dt and dv/dt.
Nonlinear resistor assemblies protect against excessive transient reverse
voltage. Protection against loss of pulse in either firing circuit, and a blown
fuse, in any converter bridge assembly is provided. Surge protection devices
i.e. voltraps, are also included on the thyristor inputs. Thyristor
overtemperature is monitored by thermal sensors embedded in the heatsinks. The
thermal sensors provide overtemperature alarm and trip contacts.

Cooling System

Forced air cooling is supplied by a main fan with a backup fan. The fan is
designed to provide adequate cooling for the entire power cubicle. A fan
transfer circuit is included should the main fan fail. The fans are located in
the top front and top back of the power cubicle. The fan assembly is designed to
allow removal under load.

Additional Features

Power Redundancy

The WDR-2000 includes one spare operating power converter bridge and redundancy
in the +-24 volt power supplies, transformer modules, and firing circuit
modules for the amplifier section. This redundancy is important to assure that
the failure of one of these modules or components does not cause a unit trip.


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Manual Control

The manually controlled DC analog regulator senses DC output current and
regulates that output using the DC adjuster setting as the reference point. Its
output signal directly controls the firing angle of pulses from the firing
circuit to the thyristor amplifier when in the MANUAL mode.

The DC regulator adjuster controls the generator voltage in lieu of the digital
voltage regulator circuits. This function is achieved by controlling the output
of the power amplifiers. Provision is made for smooth transfer of operation from
digital to analog (automatic to manual).

Field Flashing

The Potential Source static excitation system receives all of its energy from
the terminals of the machine it excites. Momentary flashing of the generator
field is needed to build up generator voltage each time the unit is started. A
field flashing package consisting of a two-pole breaker or contactor, a diode
and resistor is included for this purpose. An auxiliary d-c or a-c station
source is required.

Voltage Buildup Module

Voltage buildup circuits are included to provide firing pulses when generator
terminal voltage reaches 20 percent of rated voltage.

Power Supplies Dual Source

The excitation system must operate under extreme ranges of supply voltage. The
Westinghouse static excitation system contains dual sourced power supplies which
provide reliable control power from both the 120 VAC excitation source and the
125 VDC battery. Thus control power is available regardless of machine speed or
terminal voltage.


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Generator Field Ground Detection

A ground in the field of a synchronous machine or alternator should be detected
since the occurrence of a second ground might short circuit part of the field
winding, and the resultant unbalance and vibration may damage the machine.

The function of the ground detector panel is to detect a ground current flowing
from the machine DC field winding to the grounded machine shaft. The ground
detector continuously monitors the machine field, and detects ground currents
ranging from 0.1 ma to 10 ma in 11 selective steps. Two sets of relay contacts
provide remote alarm indication whenever a ground is detected. Provision is also
made for checking the operation of the ground current sensing circuitry by
applying a "simulated ground" to the PC card. The above ground detector panel
may be applied to brush excitation systems at rated generator field voltages up
to 800 V DC.

Rapid De-Excitation

The DC field breaker is not required and is omitted in this proposal.
Consequently, there is no need for a field discharge resistor or field breaker.
An AC supply breaker type DS drawout electrically operated with six (6)
auxiliary contacts will be supplied. The exciter power amplifier is a full
converter (with thyristors in all legs of the three-phase bridge) with the
ability to force down excitation quickly. The field is de-excited by phasing
back the firing pulses to the static exciter amplifier. This action causes the
stored energy in the field to be inverted back to the source, which quickly
reduces the field excitation to zero. Upon loss of AC control, the field energy
will be dissipated very rapidly in the nonlinear resistor permanently connected
across the field.

Loss of Sensing

The purpose of the loss of sensing voltage function is to detect a complete or
partial loss of voltage intelligence to a voltage regulator. The output of this
function is connected in such a way as to transfer the digital regulator from AC
to DC regulation when its potential intelligence is lost.


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If a voltage regulator loses its potential intelligence signal, then the
regulator will drive the excitation of the generator to ceiling. Protection for
loss of potential intelligence to a regulator is desired for faults within the
potential intelligence circuits themselves. Protective operations are not
desired for voltage disturbances caused by external faults or for loss of
voltage from causes other than those within the potential sources. Note that
under a line fault condition, it is desirable to have the regulator boost
excitation; it would be undesirable to have the loss of sensing voltage detector
function operate on this condition as a loss of potential signal and transfer
the regulator. Because of this, it is necessary to discriminate between
conditions of faulty voltages created within the potential measuring circuits
themselves and complete or partial loss of voltage resulting from causes
external to the potential measuring equipment. To accomplish the necessary
discrimination, the loss of sensing protective module requires a three-phase
potential signal from the regulator potential transformers plus an additional
three-phase potential signal from another set of potential transformers that
monitor the same machine (such as the metering potential transformers).

Optional Control And Protective Circuits

Power System Stabilizer

The power system stabilizer provides a supplementary control signal input to a
synchronous machine voltage regulator that improves system dynamic performance.
The stabilizing signal provides positive damping of the electro-mechanical
oscillations that occur as a result of system disturbances. Without
supplementary control, a continuously acting voltage regulator can contribute
negative damping to system swings, and these oscillations may be sustained or
may even increase in amplitude.

The power system stabilizer provides a stabilizing signal proportional to the
deviation in synchronous machine terminal frequency and electrical power. The
polarity of the signal is in the direction to increase excitation for terminal
frequency deviations above normal frequency. The function includes
implementation of the IEEE two-input (power and frequency) power system
stabilizer model, as well as an option to scale and utilize an external PSS
signal.


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SALIENT DESIGN DETAILS

Steady-State Regulation

The rated steady-state sensitivity of the Westinghouse regulating system is
+/-0.5 percent of normal voltage over the operating range from no load to full
load, rated power factor of the AC machine.

Control Circuits

Operation of the switching equipment depends upon a reliable supply voltage for
the various components. For this purpose, the Customer must furnish a reliable
125 volt DC source for control of the breakers and/or contactors as specified in
the Bill of Material.


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                                               Collector System Description
                                               ---------------------------------
                                               =================================
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                          Collector System Description

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STATIC EXCITATION COLLECTOR

                    [Drawing of Static Excitation Collector]

OVERVIEW

A complete static excitation system is made up of several components including
the static exciter, voltage regulator, collector ring assembly, and brush
rigging. The collector ring assembly and brush rigging comprise the major
functional components of the collector set.

This document describes the Westinghouse collector set which is used with air
cooled generators. The Westinghouse collector incorporates features which are
widely standard in


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the industry but does so in a small and compact package. The following
paragraphs give a comprehensive description of this equipment.

EQUIPMENT FUNCTION AND FEATURES

The collector's primary function is to transfer DC current from the source of
excitation to the rotating generator field winding. The electrical connections
to the field winding are through a combination of axial and radial leads in the
rotating shaft.

Features of Westinghouse collector sets include:

      Installation available for either indoors or outdoors.

      Room air cooled with ventilation provided by a centrifugal blower integral
      to the collector shaft assembly.

      One piece helically grooved, forged steel collector rings with sub-surface
      ventilation.

      Brush holders, gang mounted in magazine assemblies, utilizing constant
      force springs, and with removable insulated handles to facilitate on-line
      brush replacement; standardized 4-brush holders.

      Class F insulation of DC power circuit components (main leads, brush
      rigging, slip ring assembly, and radial, axial, and flexible leads on the
      shaft)

      An insulating separator between polarities to reduce the risk of short
      circuit during brush changing operations.

      Silver-plated and bolted DC power circuit joints.

      Collector set enclosure (house) for noise reduction, with 120-volt
      convenience outlet, interior lighting, access doors, replaceable air
      filters, and a noise reducing air exhaust.

      Collector set is bolted directly to generator bed plate (no additional
      foundation bolting).


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STATIONARY STRUCTURAL COMPONENTS

Collector House

A fabricated heavy gauge steel house is built around the active and rotating
components of the collector set to direct air flow, for safety, and for noise
reduction. Noise reduction is accomplished with sound insulated walls and roof.
Mounted to the house are filters or a separate filter house, the air exhaust
silencer, and light with light switch.

The filters are installed in the air inlet to keep dust and foreign objects from
entering the brush rigging and collector area. The filter system is designed for
easy maintenance.

Ventilation

The collector is ventilated by drawing room air through filters and over the
brush rigging and collector rings. The fan then discharges the air through the
exhaust silencer. By locating the fan at the discharge end of the ventilation
path, the temperature rise of the cooling air due to the fan itself does not
contribute to the temperature of the collector rings and brush rigging.

Fan Shroud

A fan scroll is used to capture air being discharged from the fan and direct
this air to the exhaust silencer.

Exhaust Silencer

A fabricated steel exhaust silencer is attached to the house and connected to
the blower discharge shroud.

Ventilation Baffles for Brush Rigging

Both fabricated steel and glass epoxy baffles and seals are used to direct air
flow through the brush rigging so that brush holders, brush holder supports,
brushes, and collector rings are ventilated.


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Base

The base is fabricated of heavy structural steel. It supports other components
of the collector set. It also provides the rigidity necessary to keep the
collector set aligned. Space heaters are provided in the base to minimize the
occurrence of condensation during shutdown.

Terminal Boards and Terminations

All wiring terminates at a terminal board located in or on the base. Insulated
ring tongue crimp terminals are used for termination.

Main Leads (DC Bus)

Large, solid copper leads, silver plated at connections, are used for connecting
the exciter to the brush rigging.

Grounding Pads

Grounding pads are provided on the collector base and inside the terminal board
area.

BRUSH RIGGING

Brush Holder Magazine with Insulated Handle

The brush rigging will utilize brush magazines of 4-brush. This style of brush
holder allows easy removal of several brushes at a time while the unit is on
line. This design also permits brush changing to be done at a remote location. A
removable, insulated handle is provided for removal and installation of the
ganged brush assemblies. Normally, two handles are provided.

Carbon Brushes

Each brush holder is loaded with graphite composition brushes. Westinghouse
recommends the exclusive use of National Carbon Grade 634 based on our years of
experience with this brush. Each brush is 1" x 1.5" x 4" long, providing about
three inches of brush wear. Expected brush life is six months. The brushes
supplied with the brush holders are pre-radiused for fast wear-in. Constant
force springs designed to comply with this brush grade


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and the expected vibration levels are used. Ordering information for replacement
of the brushes is supplied in an instruction book.

Brush Holder Supports

The wedge holders support the brush holders; these are made of a high strength
Aluminum alloy to prevent galling the surface when extracting and inserting the
brush holder. The wedge holders are fastened to the brush holder supports: two
upright, steel fabrications welded or bolted together, commonly known as
sickles. All of the above parts are silver plated in appropriate areas to
prevent corrosion and to form good electrical contact.

Insulation of Brush Holder Supports

To insulate the brush holder supports (brush rigging), a large piece of
laminated G-11 glass epoxy plate is inserted between the base and brush rigging.
This plate is also used in aligning the brush rigging to the shaft.

ROTATING COMPONENTS

Shaft

The collector shaft is forged as an integral extension of the generator rotor
shaft forging. The axial center is bored with a four (4) inch hole to
accommodate the axial leads. Closely toleranced fit surfaces are machined for
the collector ring insulation over which the collector ring and bushing
assemblies are fit. Radial holes are machined to accommodate radial leads.

Centrifugal Fan

The collector is ventilated with a centrifugal fan made of high strength steel.
The fan is mounted between the rings.

Collector Ring

Forged steel collector rings provide excellent surfaces to minimize ring and
brush wear. Helical grooves provide additional surface for cooling and a means
to remove wear debris


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while maintaining even current distribution across the brush face. The rings are
a one piece design with axial drilled holes for subsurface ventilation.

Collector Ring Insulation

The collector ring and bushing assembly are shrunk onto an epoxy glass tube made
of continuously wound, epoxy resin saturated cloth. The tube itself is first
shrunk onto the shaft with a small amount of interference. The assembly provides
the insulation between the ring and shaft and the distance over the insulation
required to prevent tracking.

Axial Leads

The axial leads connect the radial leads from the slip rings to the generator
rotor winding through another set of radial leads. The leads are located in the
bore of the rotor and are insulated by the "axial lead tube."

Axial Lead Insulation

As indicated above under Axial Leads, an axial lead tube is used to insulate the
axial leads from the shaft. This tube is Class F glass epoxy, filament wound for
durability and excellent electrical properties. The positive and negative leads
are insulated from each other by a pair of tapered wedges also made of glass
epoxy. These wedges are forced together tightly and hold the axial leads firmly
against the tube.

Radial Leads

Radial leads connect the axial leads to the collector rings. Like the axial
leads, these are made from forged zirconium-copper alloy.

Radial Lead Insulation

The radial leads are insulated with a Class F polyamide epoxy which forms a
tight bond to the lead and insulates the lead from the shaft where needed. In
some areas of the lead, no insulation is necessary since the distance between
the shaft and lead is more than the specified "electrical strike" distance.


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                                                     Wet Condenser
                                               ---------------------------------
                                               =================================
<PAGE>

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                              Condenser Description
                       (Side Exhaust Flow Steam Turbine)

--------------------------------------------------------------------------------

INTRODUCTION

Circulating cooling water flows through the tubes of the condensers, condensing
steam on the outside tube surface. Steam enters the side of each condenser shell
from the double flow, side exhausting steam turbine.

Each condenser is designed to accept full steam production from one (1) HRSG
during steam turbine bypass operation without exceeding steam turbine exhaust
pressure or temperature limitations with full cooling water flow.

EQUIPMENT SUMMARY

o     Steam Surface Condensers (Two individual shells with tube bundles and
      hotwells)

o     Steam Turbine Discharge Flanges (Welded Construction with Expansion Joint)

o     Inlet and outlet water boxes for each unit

o     2 x 100% Capacity Steam Jet Air Ejectors with inter/after Condenser

o     One (1) Hogging Ejector with Silencer

o     Tube Supports / Tube Sheets

o     Hotwells with condensate sumps

o     Two (2) Turbine/Condenser expansion joints

CONFIGURATION

A two pass, single shell, condenser is provided for each of the two exhaust
openings of the side exhausting, double flow steam turbine. It is designed to
maintain a back pressure within the turbine operating range. The condenser
shells and hotwells are of welded steel construction.


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Turbine Exhaust Expansion Joint

A rubber "belt-type" expansion joint is installed between the condenser neck and
the turbine exhaust connection to allow for thermal expansion.

Hotwells

The hotwells extend the full length and width of each condenser shell and has a
capacity of at least 3 minutes storage level at the design turbine throttle
flow. A manhole for access to the hotwell internals, along with a level gauge
glass are furnished. Condensate stilling chambers for the gauge glass minimizes
surging of condensate and enables more accurate measurement.

Water box

The water boxes are of welded steel construction and are provided with flanged
openings for circulating water inlet and discharge. Flanged manhole covers with
hinges or davits are provided on the water boxes to permit access for
inspection.

Extension Neck

The steam turbine outlet connecting pieces are designed to allow smooth
transition from each of the two turbine outlets to the associated condenser
tubed shell. This section has minimal internal obstructions for negligible
pressure drop. This section is also provided with a manhole to allow access to
shell internals. Exhaust measurement basket tips are located in the upper
connecting piece for accurate measurement of condenser pressure.

Shell

Each condenser shell has a diaphragm or equal type expansion element on each end
to allow expansion of shell and tubes. Appropriate tube support spacing controls
tube vibration while sloped tube bundles allow proper drainage of tubes, when
the tube bundle is out of operation.

Air Removal

The tube bundle also contains an air cooler section to allow venting
non-condensible gases from the tube bundle. The air cooling section is arranged
so that the entire length of the tubes between the tube sheets is active and is
sized so that the temperature of the air vapor mixture leaving the air cooler is
at least 7.5 degrees F below the saturation temperature corresponding to the
absolute pressure at the steam inlet. Air removal piping for the condenser shell
is arranged


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internally and brought to a separate external connection. Air removal is
accomplished by steam jet air ejectors

Tubes & Tube Sheets

Tube sheets are solid titanium, conforming to ASTM Specification B265. Tube
sheets are secured to the condenser shell independently of the bolts for
supporting the water boxes so that the water boxes may be removed without
breaking the joints between the tube sheets and the shell. Carbon steel support
plates are provided to support the tubes and minimize vibration.

The condenser tubes are 25 BWG titanium in accordance with ASTM Specification
B338. Water boxes, shell plate and tube support plates are carbon steel in
accordance with ASTM A283 or equal.

DEAERATION

The condenser itself is capable of deaerating cycle make-up of up to three
percent of the steam turbine exhaust flow, hence no separate deaerator is
furnished in this case. If system make-up exceeds three percent, an optional
vacuum deaerator is required.


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                                               Cooling Tower Description
                                               ---------------------------------
                                               =================================
<PAGE>

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                            Cooling Tower Description

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INTRODUCTION

The cooling tower acts as the plant heat sink for the main circulating cooling
water system and the auxiliary cooling water system.

The function of the circulating water system is to supply cooling water to the
main condenser and auxiliary cooling water system. The heat transferred to the
main circulating water and auxiliary cooling water is removed by a mechanical
draft cooling tower.

The system design is such that pressure surges from hydraulic transients during
startup, shutdown or pump trip will not cause damage to system components.

BILL OF MATERIAL

o     Cooling Tower Framing

o     Stairway

o     Fan Deck

      -     Perimeter Handrails

      -     Covering

o     Cooling Cell Partitions

o     Wind Baffles

o     Outer Casing

o     Fill

o     Drift Eliminators


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o     Hot Water Distribution System

o     Air Movement System

CONFIGURATION

Circulating water is supplied to the condenser and auxiliary cooling water
system by two vertical, wet pit, nominal 50% capacity, circulating water pumps.
Each pump takes suction from the cooling tower basin and discharges into a
common circulating water header. This header then is divided into headers which
feed the condenser and auxiliary cooling water system. The heated discharge from
each is recombined and the heated water is returned to the cooling tower. At the
cooling tower, the return line is divided into equally sized lines, each of
which services one cooling tower cell. The water enters the cooling tower cells
at an upper elevation through distribution spray nozzles and cascades downward
over the PVC fill, being cooled by the upward air flow induced by the electric
motor driven fan for that cell. This procedure results in a large surface area
of water droplets being in contact with the ambient air drawn into the tower by
the fans, thus increasing cooling efficiency. The water cools due to a number of
processes, but mainly due to evaporation. The cooled water is collected in a
basin at the bottom of the cooling tower structure.

The cooling tower can be bypassed during cold weather operation with returning
circulating water entering directly into the tower basin.

Lost circulating water which results from evaporation, drift and cooling tower
blowdown is replaced by water from the raw/fire water system and is supplied
through the cooling tower makeup line to the cooling tower basin.

COOLING TOWER CONSTRUCTION FEATURES

The cooling tower is constructed of treated wood with PVC fill over a concrete
storage basin. It includes fans, motors, risers, motorized isolation valves for
each cell, connections for the warmed water return lines and instrumentation.
The tower also includes a fire protection


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system, per NFPA-214, lightning protection system per NFPA-78, stairway,
handrails and a ladder with cage.

INDEPENDENT CELL REMOVAL/MAINTENANCE

Each individual cell of the multi cell tower can be removed from service
independently.

Fire Protection

The fire protection system is a dry pipe deluge type with instrument air
pressurized pilot actuation. The system includes temperature sensors, dry pilot
tubing, water piping and sprinklers, hangers, alarm and deluge valve. Activation
of the deluge valve sends an alarm signal to the central control room.

Fan Motors

One (1) totally enclosed fan cooled motor per cell is provided. The motor is a
single-speed design with roller bearings. A vibration detector is provided for
each fan and motor set.

Structural Design

The cooling tower structure and stairways are constructed of treated wood in
accordance with CTI standards WMS-112.

Components and hardware located in high humidity areas are made of corrosion
resistant materials such as silicon bronze, stainless steel, fiberglass, etc.

Nails used to fasten the tower exterior sheathing to wood will be installed with
an elastomeric washer to act as a vibration damper and stress concentration
reducer so that the nail heads do not pull through the sheathing.


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MONITORING & CONTROL

Basin water temperature is monitored to prevent the formation of ice during cold
air temperature operation.


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                                                          Mechanical Systems
                                                    ----------------------------
                                                    ============================
<PAGE>

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                               System Descriptions

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1.0 SYSTEM DESCRIPTIONS

      1.1   Blowdown System Description

      1.2   Steam Drains System Description

      1.3   Steam System Description

      1.4   Condenser Air Removal System Description

      1.5   Circulating Water System Description

      1.6   Auxiliary Cooling Water System Description

      1.7   Condensate System Description

      1.8   Feedwater System Description

      1.9   Raw Water System Description

      1.10  Not used

      1.11  Cycle Makeup System Description

      1.12  Compressed Air System Description

      1.13  Compressed Gas Storage System Description

      1.14  Fuel Gas System Description

      1.15  Liquid Fuel System Description

      1.16  Fire Protection System Description

      1.17  Not used

      1.18  Selective Catalytic Reaction System Auxiliaries Description


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      1.19  Zero Discharge System


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1.1 BLOWDOWN

Function

The Blowdown System receives the continuous and intermittent blowdown streams
from the HRSGs and accompanying kettle boilers, vents the flashed vapor to
atmosphere, and delivers the blowdown wastewater to the cooling water system.

Major Components

The Blowdown System shall consist of the following major components:

o     Blowdown tanks (1 for each HRSG)

o     Piping, valves, piping specialties and instrumentation.

System Description

The Blowdown System removes impurities from the water in the HRSG evaporators
and the kettle boilers which cool the CT rotor cooling air. The Blowdown System
includes all equipment necessary to receive the continuous and intermittent
blowdown streams from these units.

Blowdown from the HP steam drums is cascaded continuously from the HP steam
drums to the respective IP kettle boilers. Continuous blowdown from the IP
kettle boilers is cascaded to the LP kettle boilers. Continuous blowdown from
the LP kettle boiler and intermittent blowdown from the evaporator headers shall
be discharged to the respective HRSG blowdown tank where a portion of the
blowdown flow is flashed to steam and vented to the atmosphere. IP and LP drum
continuous blowdown is not required because of the large percentage of
continuous outflow of feedwater from each. Other drains from the HRSG shall be
manifolded into common headers to the blowdown tank. The water in the blowdown
tank is cooled by auxiliary cooling water. The cooled effluent is then drained
by gravity.

The Blowdown System includes sufficient capacity to provide for blowdown of the
HRSGs at all firing levels.


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The blowdown tanks shall be vertical, free standing, base supported type
designed and constructed in accordance with the requirements of the ASME Boiler
and Pressure Vessel Code, Section VIII. The tanks have tangential shell inlet
connections above the water level with a circumferential wear plate in the area
of the inlet connections. The tank shall have access for inspection and
cleaning.

Blowdown piping and valves shall be sized for the maximum calculated flow.
Blowdown valves shall be located at the blowdown tank to minimize flashing in
the downstream piping. The blowdown tank and vent shall be of sufficient size to
allow complete flashing of the maximum calculated HRSG drain flows.

Drains from the blowdown tanks shall be gravity drained.

Design Basis

The system is designed to operate on a continuous basis and to provide
intermittent boiler blowdown during plant transients.

Modes of Operation

During normal operation, drum water quality shall be constantly monitored and
the continuous blowdown flow rate shall be manually adjusted by the operator in
order to maintain drum solids below the required levels. Once a satisfactory
blowdown rate is attained the valve will only be adjusted occasionally or if the
normal load operation is changed for extended periods.

Intermittent blowdown will be performed periodically by the operator to reduce
solids concentration in the lower evaporator headers based on historical
operating trends. During startup of the HRSGs, intermittent blowdown may be
required in order to maintain drum levels.


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1.2 STEAM DRAINS

Function

The function of the Steam Drains System is to protect the steam turbine from
water damage by collecting and conveying the steam and condensate discharged
from the steam turbine drains, steam piping drains, and the gland steam system
drains to the condenser.

Major Components

The Steam Drains System shall consist of single air-operated drain valves and
drain orifices with no isolation valves.

System Description

The Steam Drains System collects and conveys the steam and condensate discharged
from the steam turbine drains, steam valves and piping to the condenser.

The drains shall be grouped to provide approximately the same range of pressure
for the drains discharged to each manifold. When required, high temperature
drain manifolds shall be desuperheated before entering the condenser.

Modes of Operation

The Steam Drains System collects condensate and steam from the following sources
during normal operation dependent on steam turbine casing and plant arrangement:

1.    LP casing drain

2.    LP gland seal desuperheater drain

3.    Gland steam spillover regulator

4.    Gland steam piping low point drains

5.    IP/LP turbine line drains


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6.    HP blanked extraction casing drain

7.    IP blanked extraction casing drain

8.    Hot reheat valve balance line drain

During normal steady state operation the steam piping drains operate
intermittently.


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1.3 STEAM SYSTEM

MAIN STEAM

Function

The Main Steam System transports high pressure (HP), low pressure (LP) and
reheat (RH) steam from each heat recovery steam generator (HRSG) to the steam
turbine. Additionally, intermediate pressure (IP) steam is supplied to the
combustion turbine for component cooling. The Main Steam System also supplies
steam to the gland steam system and steam jet air ejectors. Full capacity steam
turbine bypass lines provide 100 percent steam turbine bypass capability for all
steam turbine supply headers.

Main Steam System piping drip pots and low point drain lines protect the steam
turbine against water damage by removing moisture produced by condensation in
the main steam piping.

Major Components

The Main Steam System shall consist of the following major components:

o     Pressure reducing valves and desuperheaters

o     HRSG stop/ check and isolation valves

o     Flow measuring equipment

o     Piping, valves, piping specialties and instrumentation

System Description

High and low pressure superheated steam normally flows from the respective HRSG
drums to the steam turbine inlet valves. Similarly, IP steam is routed to the CT
steam cooling system for cooling internal CT components. Main steam piping is
continuously sloped from the HRSG superheater outlets to drip pots located near
the steam turbine for removal of condensate from the steam lines. Condensate
collected in the drip pots and low point drains


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is discharged to the condenser via the drain system. Drip pot level controls are
air operated with fail open drain valves for automatic removal of condensate
from the drip pots.

Main steam flow is measured by means of flow nozzles.

A full capacity steam turbine bypass is included from the LP steam header to the
condenser. The HP steam full capacity bypass bypasses steam from the HP header
to the cold reheat header. A hot reheat bypass bypasses steam from the hot
reheat header to the condenser. The HP bypass desuperheating spray water is
supplied from the feedwater system. The LP bypass and reheat bypass
desuperheating spray water is supplied from the condensate system. Attemperator
spray water flows shall be controlled by temperature control valves.

The high pressure steam header supplies steam to the steam turbine. During
startup, steam is also provided to the gland steam system and the steam jet air
ejectors. Steam supplied to the gland steam system and the steam jet air
ejectors is reduced in pressure by a pressure regulating valve and conditioned
by a desuperheater. Desuperheater spray water is supplied from the condensate
system.

The intermediate pressure steam system supplies steam to the CT cooling steam
system. Excess IP steam bypasses this cooling loop and is piped to the cold
reheat steam header.

The low pressure steam system supplies steam to the steam turbine and also
supplies steam to the condenser for sparging the hotwell. The sparging steam is
used at part load conditions to help remove oxygen from the condensate.

Safety valves required for system operation and over pressure protection shall
be provided.

Design Basis

The Main Steam System is sized for the combustion turbine's base firing
operation and is designed to accommodate other operating cases. All steam piping
is specified for the maximum pressure and temperature design requirements,
including transient and upset conditions. The steam piping is sized for the
pressure drop requirements specified to satisfy plant thermodynamic performance
criteria.


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The HP, IP, and LP steam piping systems include provision for venting of
noncondensables and warm-up during startup. In addition, an adequately designed
drain system is provided to remove condensate during startup and low load
operation.

Modes of Operation

During normal operation, main steam flows through the system from the HRSG to
the steam turbine and cold reheat system.

During startup, steam is directed through the full-flow bypass to the condenser
until the lines have been warmed and drained of condensate and the steam turbine
has been warmed using main steam and rolled up to operating speed. High pressure
main steam is supplied to the condenser air ejectors and the gland steam system
until the pressure of the steam in the cold reheat line is adequate for this
purpose.

In the event of a turbine trip, the condenser bypass valves will open to
maintain the desired pressures throughout the system and prevent opening the
Safety Relief Valves.

During oil operation, when the HRSG LP economizer is bypassed, some IP steam is
directed to the LP steam drum to help maintain the pressure in this drum.

REHEAT STEAM

Function

The Reheat Steam System transports cold reheat steam from the HP turbine exhaust
and excess IP steam not used in the CT steam cooling system to the heat recovery
steam generators (HRSG). This system also transports hot reheat steam from the
HRSGs to the IP section of the steam turbine.

Full capacity steam turbine bypasses shall be provided from the hot reheat steam
headers to the condenser for startup and when the steam turbine is out of
service.


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Reheat Steam System piping drip pots and low point drain lines protect the steam
turbine against water damage by removing moisture produced by condensation in
the reheat steam piping.

Major Components

The Reheat Steam System shall consist of the following major components:

o     Pressure reducing valves and desuperheaters

o     Flow measuring equipment

o     Piping, valves, piping specialties and instrumentation

System Description

Cold reheat steam normally flows from the HP turbine exhaust to the two HRSG
reheater sections. A line is provided from the cold reheat header to supply the
gland steam system and air ejectors during normal operation. Piping from the IP
steam headers supply excess CT cooling steam to the cold reheat piping The hot
reheat steam flows from the HRSG reheater outlets to the IP turbine inlet
valves.

The cold reheat steam piping is continuously sloped from the HP turbine outlet
and the HRSG reheater inlets to drip pots located near the steam turbine for
removal of condensate from the steam lines during warm-up of the reheat piping
at startup. Condensate collected in the drip pots and low point drains is
discharged to the condenser via the drain system. Drip pot level controls are
air operated valves (fail open on loss of air) for condensate removal from the
drip pots.

Full capacity steam turbine bypasses shall be provided from the hot reheat steam
headers at each HRSG to the condenser. Pressure control valves and
desuperheaters shall be provided for conditioning of the bypass steam before it
is discharged to the condenser. Reheat bypass desuperheating spray water is
supplied from the condensate system. Attemperator spray water flow is controlled
by a temperature control valve.


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Safety valves required for system operation and over pressure protection shall
be provided.

Design Basis

All steam piping shall be designed for the maximum pressure and temperature
design requirements, including transient and upset conditions. The steam piping
shall be sized for the pressure drop requirements in order to satisfy plant
thermodynamic performance criteria.

The hot and cold reheat steam piping systems include provisions for venting of
noncondensables and warm-up during startup. In addition, an adequately designed
drain system shall be provided to remove condensate during startup and low load
operation.

Modes of Operation

During normal operation, steam flows from the exit of the HP steam turbine,
through the reheat section of the HRSG, and through the hot reheat line to the
IP turbine inlet valves. Steam from the HRSG IP superheater outlet flows to the
CT steam cooling system with excess steam flowing to the cold reheat system. IP
steam that is heated in the CT steam cooling system mixes with the hot reheat
steam from the HRSG. Cold reheat steam is supplied to the condenser air ejectors
and the gland steam system.

During startup, steam is directed through the full-flow bypass to the condenser
until the lines have been warmed and drained of condensate and the steam turbine
has been warmed using main steam and rolled up to operating speed. In the event
of a turbine trip, the condenser bypass valves will open to maintain the
required pressures throughout the system and prevent opening of the Safety
Relief Valves.


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1.4 CONDENSER AIR REMOVAL

Function

The function of the Condenser Air Removal System is to evacuate the condenser
steam space for removal of the noncondensable gases during steam turbine
generator operation and to rapidly reduce the condenser pressure from
atmospheric pressure during plant startup. The vacuum breaker valve allows air
to enter the condenser to reduce the coast down time of the steam turbine
generator after shutdown.

Major Components

The Condenser Air Removal System shall consist of the following major
components:

o     Two stage, twin element steam jet air ejectors with inter and after
      condensers for holding operation.

o     Hogging steam jet air ejector for startup.

o     One vacuum breaker valve.

o     Piping, valves, piping specialties and instrumentation.

System Description

The condenser exhauster unit shall consist of a two stage, twin element steam
jet air ejector with inter and after condensers, interconnecting piping, and
valves. The steam jet air ejector shall be furnished as a packaged assembly.
Cooling water for the air ejector condenser shall be provided by the condensate
system. A separate hogging steam jet air ejector with a discharge silencer shall
be provided for initial evacuation of the condenser.

Steam for operation of the steam jet air ejectors shall be furnished from the
high pressure (HP) steam system during startup and low load operation and from
the cold reheat header during normal operation. The steam pressure shall be
reduced and the temperature controlled via a desuperheater before it is used by
the air ejectors.


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Piping from the air inlet to the steam jet air ejectors to the condenser air
removal section facilitates the removal of noncondensable gases. The steam jet
air ejectors use steam as the motive force to expel the noncondensable gases and
convey them to the steam jet air ejector condenser at a pressure slightly above
atmospheric pressure. Entrained moisture and motive steam shall be condensed and
drained to the condenser. The air and noncondensables shall be discharged to the
atmosphere.

The condenser vacuum breaker valve shall be located on the condenser shell in a
non-accessible area. The vacuum breaker valve shall be remote actuated from the
control room. Interlocks shall be provided to prevent opening the vacuum breaker
when the steam turbine is in operation.

Design Basis

The steam jet air ejectors shall be sized based on system requirements, but
shall always meet or exceed the recommendations of the Heat Exchanger Institute
standards for steam surface condensers.

Modes of Operation

The condenser air removal system shall have two operating modes: "hogging" and
"holding". Hogging operation shall utilize the hogging ejector for plant startup
where large quantities of air and noncondensable gases are removed from the
condenser before the startup of the steam turbine. Holding involves normal
operation where noncondensable gases are continuously removed from the system at
low condenser pressure.


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1.5 CIRCULATING WATER

Function

The function of the Circulating Water System is to supply cooling water to the
steam turbine condenser and the auxiliary cooling water system. The heat
transferred to the circulating water shall be removed by a mechanical draft
cooling tower. Heat from the auxiliary cooling water system shall be also
removed by the cooling tower.

Major Components

The Circulating Water System shall consist of the following major components:

o     Two 50 percent capacity vertical, wet pit, circulating water pumps and
      motors.

o     Circulating water pump intake pit/cooling tower basin.

o     A double shell steam surface condenser for a double-flow, side exhausting
      steam turbine.

o     One wood frame, counterflow mechanical draft cooling tower. At
      Contractor's option a concrete structure may be used.

o     Piping, valves, piping specialties and instrumentation.

System Description

The Circulating Water System shall consist of two 50 percent capacity
circulating water pumps, a double shell water cooled condenser, and a direct
contact, mechanical draft cooling tower.

The condenser shall consist of two segregate shells with the hotwells connected
by an equilibrium line. Condenser tube material shall be Titanium.

Water from the cooling tower basin shall be pumped by the circulating water
pumps to the condenser and then to the cooling tower in a single pressurized
piping circuit. The heated cooling water is cooled in the mechanical draft,
direct contact cooling tower.


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The underground circulating water piping shall be precast concrete cylinder
pipe. Above ground circulating water piping shall be uncoated carbon steel.

The cooling tower shall be a wood frame, counterflow mechanical draft cooling
tower constructed on top of the concrete cooling tower basin. At Contractor's
option a concrete tower structure may be used. The circulating water pump pit
shall be located at the end of the basin. A trash rack, removable for cleaning,
shall be located upstream of the circulating water pump pit for protection of
the circulating water pumps from debris in the cooling tower basin.

Design Basis

The circulating water pumps shall be designed in accordance with requirements of
the Hydraulic Institute Standards. The condenser shall be designed in accordance
with the requirements of the Heat Exchange Institute Standards for Steam Surface
Condensers.

The design capacity of each circulating water pump will be based on 50% of the
circulating water flow at the contract plant performance guarantee points,
rounded to the next higher 1000 gpm. The Hydraulic Institute Standards require
the pump manufacturer to allow capacity margin of plus 10% and minus 0%.
Therefore, no additional margin will be included in specifying the pumps. The
design total discharge head (TDH) also will not include additional margin, since
the Hydraulic Institute Standards require the pump manufacturer to meet the
design TDH with margins of plus 5% and minus 0%.

Modes of Operation

During normal operation both circulating pumps are running and circulating water
flows through the condenser, through the cooling tower to the basin and back to
the condenser. Some of the cold circulating water also feeds the auxiliary
cooling system.


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During operation with only one of the two circulating water pumps running, the
plant can continue to operate although at a reduced load.

            TYPICAL CIRCULATING WATER PUMP DESIGN FEATURES

            Non-Pullout Type Construction with Above Ground Discharge

1.6 AUXILIARY COOLING WATER

Function

The function of the Auxiliary Cooling Water System is to supply cooling water
for various plant equipment heat exchangers. The Auxiliary Cooling Water System
shall be a closed loop system.

Major Components

The Auxiliary Cooling Water System shall consist of the following major
components:

o     Two 100 percent capacity auxiliary cooling pumps

o     Two plate and frame type closed cooling water heat exchangers

o     Piping, valves, piping specialties and instrumentation

o     One closed cooling water head tank

o     One open water booster pump (if required)

System Description

The open water booster pumps (if required) take suction from the circulating
water supply piping upstream of the condenser and direct circulating water to
the closed cooling water (CCW) heat exchanger. The heated circulating water is
returned to the circulating water return piping downstream of the condenser
discharge.

The auxiliary cooling water pumps pump water to the plants various cooling
loads. The heated cooling water flows to the closed cooling water heat
exchanger, which is cooled by


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circulating water from the open loop. The loop is completed as the cooled water
flows to the suction of the auxiliary cooling pumps.

The primary equipment supplied by the Auxiliary Cooling Water System includes
the following:

o     Combustion turbine generator hydrogen coolers

o     Combustion turbine lube oil coolers

o     Steam turbine/generator lube oil cooler

o     Steam turbine generator hydrogen coolers

o     Steam turbine EH coolers

o     Boiler feedwater pump seal water coolers (if required)

o     Boiler feedwater pump lube oil coolers (if required)

o     Sample panel coolers

Equipment coolers shall be provided with sentinel relief valves.

Cooling water flow to the remaining coolers shall be controlled by manually
operated balancing valves.

A self-contained pressure regulating valve shall be provided between the
auxiliary cooling water supply and return headers to control the supply header
pressure and for minimum flow recirculation of the auxiliary cooling water
pumps.

Design Basis

The Auxiliary Cooling Water System shall be sized for the plant auxiliary
cooling loads.


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Modes of Operation

During plant operation, the auxiliary cooling water pumps distribute the
auxiliary cooling water to the various heat exchangers to dissipate heat from
the plant equipment.

Only one auxiliary cooling water pump and one closed cooling water heat
exchanger is normally operating. If the pump shuts down, the second auxiliary
cooling water pump is automatically started.


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1.7 CONDENSATE SYSTEM

Function

The Condensate System transfers deaerated condensate from the outlet of the
condenser to the HRSG low pressure economizers and/or the low pressure (LP)
steam drums and maintains the LP drum water level over a wide range of steam
demands. The system also provides flow through the steam jet air ejector
condenser and gland steam condenser.

The Condensate System also provides water for desuperheating bypass steam, steam
for condenser air removal, and gland steam.

Major Components

The Condensate System shall consist of the following major components:

o     Three 50 percent capacity vertical can type condensate pumps.

o     Piping, valves, piping specialties and instrumentation

System Description

The condenser hotwell supplies condensate by gravity to the suction of the
condensate pumps. A strainer shall be provided in the suction line to each
condensate pump to remove any debris carried over from the condenser.

Condensate shall be pumped by two of the three 50 percent capacity condensate
pumps from the condenser hotwell, through the steam jet air ejector condenser,
gland steam condenser, and to the HRSG LP economizers. During oil operation, the
economizers shall be bypassed and condensate is supplied directly to the LP
steam drums.

The Condensate System also supplies flow to the turbine exhaust hood spray,
condensate pump seals, LP steam bypass desuperheater and gland steam
desuperheater.

A minimum flow recirculation control valve shall be provided to maintain minimum
flow for the condensate pumps during low load and startup operation. The minimum
flow


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recirculation control valve shall be located downstream of the gland steam
condenser to ensure continuous flow through the steam jet air ejector condenser
and the gland steam condenser. The recirculation valves shall be sized to
provide the minimum flow requirements for two condensate pumps operating
simultaneously. The Condensate System also receives feedwater from the fuel gas
preheaters downstream of the gland steam condenser.

A restricting orifice in parallel with a full flow manual isolation valve shall
be provided in the condensate pump discharge piping to prevent condensate pump
runout during initial fill of the condensate system. On initial system start-up,
the full flow isolation valve shall be closed and the entire pump flow shall be
directed through the restricting orifice. When the Condensate System reaches
operating pressure the full flow isolation valve shall be opened.

Design Basis

The Condensate System is designed to provide the maximum condensate demand
during full load operation with both combustion turbines operating.

The design capacity of each condensate pump will be based on supplying 50% of
the maximum condensate flow to be encountered in operation, including turbine
bypass. The pump shut-off head shall be a minimum of 115% of the total head at
design flow and rated speed. The total head of the pump will be equal to the
total discharge head minus the total suction head, plus 5% margin. The pumps
shall be selected with 5% flow margin. Net positive suction head available
(NPSHA) is zero at the pump suction flange. Each pump shall be designed such
that the best efficiency point lies in the flow range between normal and maximum
flow conditions.


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Modes of Operation

During normal operation condensate feeds the HRSG, the steam jet air ejector
condenser and gland steam condenser. Two 50% pumps will be running. During steam
turbine bypass, the condensate system also feeds the reheat and LP bypass
desuperheaters.

In the event one of the condensate pumps shut down, the standby pump is
automatically started to maintain the required flow.

            TYPICAL CONDENSATE PUMP DESIGN FEATURES

      Motor Driver
      Cast Iron Bowls
      A743 First Stage Impeller
      Bronze Impellers (Add'l Stages)
      Keyed Impellers
      416 SS Pump Shaft
      Bronze Bearings
      10LF-20 Fab Steel Discharge Head
      John Crane IB BF50 171 Mechanical Seal
      Plan 13 Seal Flush Piping - Copper Tubing
      3 WSA Adjustable Spacer Coupling
      300# RF Discharge Flange
      150# RF Suction Flange
      Steel Suction Can
      Suction Can Vent
      Steel Mechanical Seal Housing
      416 SS Headshaft
      Keyed Lineshaft Couplings


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1.8 FEEDWATER SYSTEM

Function

The Feedwater System transfers heated feedwater from the heat recovery steam
generator (HRSG) low pressure (LP) drums to the respective HRSG high pressure
(HP) and intermediate pressure (IP) drums and also maintains the correct HP and
IP drum water level over a wide range of steam demands. The Feedwater System
also provides feedwater to various desuperheaters, and hot water to the fuel gas
heater.

Major Components

The Feedwater System shall consist of the following major components:

o     One (per HRSG) 100 percent capacity horizontal multistage feedwater pumps
      with interstage takeoff. (These will be either split-case or segmented
      ring section design.)

o     Piping, valves, piping specialties and instrumentation

System Description

The feedwater pumps take suction from their respective HRSG low pressure drums.
The feedwater pumps provide the necessary pumping head to supply feedwater to
the HRSG IP and HP steam drums including piping friction losses and differential
static head.

An automatic recirculation control valve shall be provided for minimum flow
recirculation of the feedwater pumps to prevent overheating and cavitation
during startup and low load operation. Due to the configuration of the
interstage takeoff, minimum flow through the high pressure discharge of the pump
satisfies the minimum flow requirements of the interstage bleed and
recirculation flow shall be required at the HP discharge only. The minimum flow
recirculation valve shall be provided with anti-cavitation trim to accommodate
the high pressure drop.

Pump runout shall be prevented during initial fill of the HP feedwater system by
a flow restricting orifice in parallel with a full flow manual isolation valve.
When the HP feedwater


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system is filled, the full flow isolation valve shall be opened, and flow shall
be unrestricted. The IP feedwater runout is limited by a back pressure control
valve which maintains a minimum backpressure on the interstage bleed during HRSG
filling and plant startup. This valve prevents the high pressure stages of the
feedwater pump from being starved by the IP interstage takeoff during initial
system fill.

The feedwater pumps shall be supplied with instrumentation to monitor and alarm
on high bearing temperature. Feedwater pump suction pressure and temperature
shall be monitored and the control system calculates available NPSH. The
available NPSH shall be compared against the manufacturer's required NPSH and an
alarm shall be actuated if measured available NPSH drops below pump required
NPSH for more than 5 seconds. The pump shall be automatically tripped if the
condition persists for more than 30 seconds. Also, the feedwater pump shall be
tripped if the LP drum water level drops below the low-low level set point.

The IP and HP feedwater flows shall be monitored. These measurements along with
drum level and steam flow shall be used in a three element drum level control
algorithm.

The feedwater pumps shall be started by the operator from the central control
room. They shall operate continuously unless shutdown by the operator or tripped
by the distributed control system (DCS). The DCS will alarm and automatically
trip the feedwater pump on the following conditions:

      High pump vibration

      Low LP drum level

      Low pump NPSH available


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The DCS will alarm only on the following conditions:

      Low pump flow

      Low pump discharge pressure

      High bearing temperature

Design Basis

The design capacity of each boiler feedwater pump will be based on supplying
100% of the maximum feedwater flow to be encountered in operation including
turbine bypass. The boiler feed pumps shall have 5% flow and head margin above
the maximum design condition. Each pump shall be designed such that the best
efficiency point lies in the flow range between normal and maximum flow
conditions.

Modes of Operation

During normal operation water is pumped to the IP & HP economizers.

During operation with the steam turbine bypassed, desuperheating water is sent
to the HP bypass steam line.


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                      TYPICAL HORIZONTAL SPLIT CASE BOILER

                         FEEDWATER PUMP DESIGN FEATURES

            Motor Driver
            Speed Increaser, if required
            Three Element Grouted Steel Baseplate
            12% Chrome Casing
            12% Chrome Impellers
            420 SS Shaft
            Carbon Steel Pressure Studs & Nuts
            Cast Iron Inboard & Outboard Bearing Housing
            High Pressure Casing
            316L SS Dual Take-off
            RF Flanged Suction Connection
            RF Flanged Discharge Connection
            Masonite Flange Covers
            Sleeve / Sleeve KTB Bearings
            Tri-Land Bearings
            Forced Feed Lube Oil System
            Vent & Drain Connections
            Gib Block
            Vibrometer Pad
            Bearing Temperature Detector Taps
            BSTFM Mechanical Seals
            316 SS Pumping Rings
            316 SS Flush, Vent, & Drain Glands
            1/2" 316 SS Tubing w/ Hoke Fittings
            Graham Cooler 4x4C-10/CI CSG/304 Tube
            Non-cooled Bearing Housing
            Non-cooled Stuffing Box
            Coupling - Pump/Speed Increaser


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            Coupling - Motor/Speed Increaser
            PMC Beta 440DR Vibration Sensor/Switch
            Type K Thermocouple Temperature Sensors


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                  TYPICAL SEGMENTED RING SECTION BOILER

                      FEEDWATER PUMP DESIGN FEATURES


            Baseplate for pump, gear increaser/lube system, and motor

            Spacer, gear coupling and disc coupling between motor and gear

            Steel coupling guards

            12% chrome stage casing

            12% chrome impeller and diffusor

            12% chrome shaft

            Carbon steel pressure studs and nuts

            Carbon steel suction and discharge casings clad with 316 SS

            Balance water NPT connection (balance line to be returned to the
            suction source

            One (1) interstage takeoff connection off the second stage for the
            IP condition

            Crane mechanical seals

            Vendor's standard circulation cooling piping with heat exchangers
            similar to API Plant 23 and jacket cooling piping similar to API
            Plan C

            Sleeve radial bearings, forced lubrication

            Segment type lift-off device

            Vendor's standard lube oil piping with standard sight flow
            indicators in each drain line

            Balance disc design

            One (1) dual element, Type K, thermocouple per radial bearing wired
            in conduit to a common base mounted NEMA 4 junction box

            One (1) PMC-Beta Model 440 DR vibration sensor/switch with contacts
            mounted on each radial bearing

            Gear increaser designed to AGMA quality Class II and 1.7 service
            factor, with integral lubrication system for gear, BFP and motor
            complete with a shaft driven main lube oil pump, shell and tube oil
            cooler, single filter, socket welded and flanged carbon steel
            piping, high oil temperature switch and low oil pressure switch,
            dual scale oil temperature and oil pressure gauges, auxiliary
            electric motor driven lube oil pump and AOP switch, and 4 dual
            element type K theromocouple probes (1 per bearing) wired to a WP
            junction box.


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            Note:

            1. Gear increaser and auxiliaries are provided, if required.

            2. Forced lubrication system is provided, if required.


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1.9  RAW WATER

Function

The function of the Raw Water System is to provide water for cooling tower
makeup, cycle makeup, evaporative cooler supply, fire water and miscellaneous
plant services (e.g. pump seals, washdown).

Major Components

The Raw Water System consists of the following major components:

o     Quarry water supply, including 2x 100% (1500 GPM each) forwarding pumps
      (floating type) and associated piping to the plant.

o     POTW water supply

o     Raw water forwarding pumps

o     Raw Water / Fire Water Storage Tank

o     Piping, valves, piping specialties and instrumentation

System Description

The Raw Water System consists of a pressurized water source supplying water for
cooling tower makeup, evaporative cooling water supply, cycle makeup, fire
water, and miscellaneous plant use. The system operates on a continuous basis
when any of the system users are operating.

Design Basis

The system is designed to provide the maximum required flow to the site from the
water source.


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1.10 NOT USED


1.11 CYCLE MAKEUP

Function

The function of the Cycle Makeup System is designed to supply and store high
quality demineralized water for makeup to the heat recovery steam generator
(HRSG) steam cycle. The Cycle Makeup System also supplies water for the
combustion turbine water injection and combustion turbine water washing.

Major Components

The Cycle Makeup System consists of the following major components:

o     One 237,000 galloncondensate storage tank.

o     Two 100 percent capacity cycle makeup pumps designed for normal makeup to
      the cycle when water is not being injected into the combustion turbine.

o     One 100% capacity pump designed to handle makeup to the unit including
      water injection to the combustion turbine.

o     Piping, valves piping specialties and instrumentation.

System Description

The water supply to the Cycle Makeup System is provided from the cycle makeup
treatment system. The demineralized water from the mixed bed exchangers
discharges to the condensate storage tank.

Two 100% capacity cycle makeup pumps are provided for normal system operations
without water injection to the combustion turbine. The cycle makeup pumps take
suction from the condensate storage tank. An automatic recirculation control
valve is provided for each cycle


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makeup pump for minimum flow recirculation to prevent overheating and cavitation
of the pumps during startup and low flow operation.

A single 100% capacity cycle makeup pump is provided for system operations when
water injection to the combustion turbine is required.

The cycle makeup pumps supply makeup water to the steam cycle. Makeup water is
introduced to the condenser. Normally either the A or B pump operates, and the
other pump serves as backup. Should one pump fail, the backup pump is
automatically started by the DCS.

Condenser makeup flow is controlled by an automatic control valve located in the
makeup supply piping near the condenser. Water for combustion turbine water
injection, water washing and other optional demand requirements is supplied from
a connection on the condenser makeup supply piping upstream of the control
valve.

Excess water in the condenser is returned to the condensate storage tank by a
return pipe from the condensate system. An automatic control valve in the
condensate return line opens when high-high condenser hotwell level is detected.

Design Basis

The system is designed to provide makeup water under all normal operating
conditions. The two 100% cycle makeup pumps are sized to provide adequate flow
and pressure for normal system operations. The single 100% capacity cycle makeup
pump is designed to provide adequate water flow and pressure and is intended to
be used during combustion turbine water injection operation.


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1.12 COMPRESSED AIR

Function

The Compressed Air System supplies compressed air at the required capacity and
pressure for service air and instrument air requirements. The instrument air
system supplies dry instrument quality air, at the required pressure and
capacity to all pneumatic controls, transmitters, instruments, and valve
operators.

Major Components

The Compressed Air System shall consist of the following major components:

o     Two full capacity, air cooled, motor driven air compressors, complete with
      controls, instrument panel, lubrication system, aftercooler, moisture
      separator, inlet filter/silencer, oil separator and unloading valve

o     One air receiver

o     Two 100% skid mounted refrigeration type air dryers, electric motor
      driver, with two coalescing filters.

o     Piping, valves, piping specialties and instrumentation

System Description

Each motor driven air compressor is capable of supplying all of the plant
compressed air requirements. Each motor driven air compressor supplies air at
125 psig to the service air receiver. The motor driven compressor shall be a
packaged, oil lubricated compressor complete with motor, controls, instrument
panel, oil pump, oil reservoir, moisture separator, and inlet filter/silencer.

The air receiver shall be provided for compressed air storage and to allow the
motor driven air compressors to cycle. Compressed air from the air receiver
discharges into a supply header that supplies air to the plant air system.


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Air to the instrument air system shall be filtered and dried prior to
distribution into the instrument air supply system.

Each air dryer shall be a 100 percent capacity refrigeration type air dryer
complete with two coalescing filters. The air dryer shall remove moisture in the
air to the instrument air system.

Two series coalescing filters shall be furnished. The coalescing filters remove
water and oil droplets to protect the air dryers. The instrument air must
conform to The Instrument Society of America (ISA) Quality Standard for
Instrument Air (ANSI MC11.1) Requirement.

Design Basis

The Compressed Air System shall be sized to provide enough capacity for the
plant service air requirements as well as the instrument air requirements.

Modes of Operation

During normal operation, either air compressor can provide compressed air to the
system.


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1.13 COMPRESSED GAS STORAGE SYSTEM

Function

The hydrogen system provides a means for supplying hydrogen gas to the hydrogen
cooled generators.

The carbon dioxide system provides a means for storing (by Owner) and
transferring carbon dioxide gas to the generator cooling and purge systems for
generator purging.

The nitrogen system provides a means for supplying nitrogen for inerting the
heat recovery steam generators and main cycle piping during an extended outage.

Major Components

The Compressed Gas System shall consist of the following major components:

o     Hydrogen tube trailer

o     Hydrogen valve manifold

o     Carbon dioxide valve manifold and storage

o     Nitrogen valve manifold

o     Piping, valves, piping specialties and instrumentation

System Description

The hydrogen gas system provides a parking area for a hydrogen tube trailer for
supply of hydrogen to the plant. The tube trailer shall be connected to a
permanent hydrogen valve manifold, which includes the necessary valving and
instrumentation for supply of hydrogen gas to the generators.

Carbon dioxide gas is required intermittently for the generator cooling and
purge systems.


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Nitrogen gas shall be required intermittently for inert blanketing of the HRSGs
and main cycle steam and feedwater piping during an extended plant outage. A
permanent nitrogen valve manifold is provided which includes the necessary
valving and instrumentation for supply of nitrogen gas to the HRSGs and main
cycle piping systems to be inerted for lay-up.

Relief valves or rupture discs shall be provided where necessary to protect the
system components from over pressurization.

Design Basis

The Compressed Gas System shall be sized to supply compressed gas to all gas
users.

Modes of Operation

The hydrogen gas system is valved in during normal plant operation to provide
normal makeup for the combustion turbine and steam turbine generator cooling
systems.

The CO(2) and Nitrogen system are not used when the plant is operating.

Hydrogen, CO(2), and Nitrogen systems are valved into or out of service by an
operator.  Pressure to the generator cooling system, purge system, and shutdown
corrosion protection system will be automatically controlled by the
self-contained pressure regulating valves.


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1.14 FUEL GAS

Function

The plant shall be designed with natural gas fuel as the primary fuel for the
combustion turbine. The Fuel Gas System receives natural gas supplied from the
natural gas supply pipeline at the Facility boundary and transports it to the
combustion turbines.

Major Components

The Fuel Gas System shall consist of the following major components:

o     Fuel gas filter separators provided locally at each gas turbine.

o     Fuel gas heater.

o     3 x 50% Fuel gas compressors

o     Knock out drums

o     Piping, valves, piping specialties and instrumentation tied to DCS.

System Description

Natural gas shall be supplied to the Fuel Gas System by a natural gas pipeline
to a single connection location at the Facility boundary. A shutoff valve and
duplex strainer shall be provided in the gas supply piping.

Individual fuel gas heaters shall be provided for heating of the fuel gas supply
to the respective combustion turbines. Natural gas fuel shall be heated using IP
feedwater to approximately 440 degrees F. A liquid separator/leak detector shall
be installed downstream of the fuel gas heater to detect any water in the gas
supply resulting from a leaking fuel gas preheater. On detection of fuel gas
heater leakage, the isolation valves shall close and a bypass valve shall open
automatically to isolate and bypass the fuel gas heater.


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Flow measurement for control and monitoring purposes shall be accomplished by
flow orifices provided with the combustion turbines dry-low NOx combustion
system. Gas pressure to the combustion turbine fuel nozzles shall be regulated
by control valves provided with the combustion turbine packages. A valving
arrangement shall provide positive isolation of the fuel supply system at the
combustion turbine.

Design Basis

The fuel gas supply pressure required for the combustion turbines with dry low
NOx combustors shall be at least 515 psig at the gas turbine connection. The
system shall be sized to handle the maximum gas demand.

Modes of Operation

During normal operation, the system provides fuel gas to the CT boundary.

During oil operation, the system is out of operation.

If required, the combustion turbines can be switched over from gas fuel to
liquid fuel on-line without shutting down the plant.


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1.15 LIQUID FUEL

Function

The Liquid Fuel System receives, stores, and transports liquid fuel for
operation of the combustion turbine

Major Components

The Liquid Fuel System shall consist of the following major components:

o     Liquid fuel tank trucks unloading area.

o     Liquid fuel truck unloading skid.

o     1 Air eliminator.

o     1 flow totalizing meter.

o     1 Liquid fuel storage tank (double wall with leak detection).

o     1 Liquid fuel forwarding pump skid with two 100 percent capacity pumps and
      associated instrumentation, valves, and piping.

o     Liquid fuel unloading strainers.

o     Piping, valves, piping specialties and instrumentation.

System Description

Liquid fuel shall be delivered to the site by tank trucks and unloaded via the
unloading station to the liquid fuel storage tank. Duplex liquid fuel strainers
shall be provided at the inlet to the unloading station. An air eliminator and
flow totalizing meter are provided at the discharge of the unloading station to
verify liquid fuel deliveries. The plant liquid fuel storage tank shall have a
4,500,000 gallon storage capacity. The liquid fuel storage tank will be a cone
roof, carbon steel, double wall tank on a ring wall foundation(s) with leak


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detection. The tank will be designed in accordance with API 650 (9th edition).
It shall be externally painted.

The liquid fuel tank truck unloading area shall be paved and curbed to contain
and collect a spill from a liquid fuel delivery vessel. The unloading area
containment shall drain to the fuel unloading area sump.

The liquid fuel unloading pumps shall be located within the contained liquid
fuel tank truck unloading area. The unloading pumps shall be provided with
recirculation control to maintain design flow through the pump when the liquid
fuel tank truck is nearly empty and the unloading rate must be throttled to
prevent vortexing and entraining air in the suction pipe.

A fire safety shutoff valve shall be provided in the liquid fuel supply piping
to the combustion turbine. A leak detection device shall be provided with an
alarm in the DCS for detection of a minor leak that would result in a decrease
in liquid fuel level when fuel is not being withdrawn from the tank.

Liquid fuel shall be supplied to the combustion turbines liquid fuel forwarding
pumps from the liquid fuel storage tank. The liquid fuel forwarding system
includes two 100 percent capacity forwarding pumps. Pressure switches shall be
provided in the forwarding pumps suction piping to trip the pumps on low NPSH.
Differential pressure switches on the pump inlet strainers alarm on high
pressure drop across the strainers. Minimum flow protection for the forwarding
pumps shall be provided by continuous recirculation flow orifices at the
discharge piping of each pump.

Liquid fuel pressure and flow to the combustion turbines shall be controlled by
a recirculation valve in the combustion turbine liquid fuel skid which modulates
to control the combustion turbine liquid fuel supply pressure by recirculating
fuel back to the liquid fuel storage tank.

Fuel flow to the combustion turbines shall be measured for control and
monitoring purposes by a speed transducer on the flow divider in the combustion
turbine package. A removable


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spool section shall be provided for installation of customer-supplied flow
verification instrumentation.

Design Basis

The liquid fuel storage tank shall be constructed in accordance with the
requirements of the American Petroleum Institute (API) Standard 650.

Modes of Operation

During normal operation, with the plant burning liquid fuel, the tank forwarding
pumps will be running, supplying fuel to the combustion turbine liquid fuel
skids.


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1.16 FIRE PROTECTION

Function

The Fire Protection System including the fire water system, fixed suppression
systems, detection systems, and portable fire extinguishers, provides all the
required fire protection for the plant.

Major Components

The Fire Protection System shall consist of the following major components:

o     Motor driven fire water pump

o     Diesel engine driven fire water pump

o     Motor driven fire water pressure maintenance pump

o     Steam turbine lube oil equipment sprinkler system

o     Steam turbine bearing protection sprinkler

o     Independent smoke detection system to automatically detect fires and
      provide alarm in protected areas

o     Portable fire extinguishers, specifically dry chemical and FM200 hand
      carried type

o     Standpipes and fire hose stations at various locations.

o     Instrumentation and control equipment for alarm, indication of equipment
      status, and actuation of fire protection equipment

o     Piping, valves, piping specialties and instrumentation for the various
      fire protection equipment


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System Description

The fire water supply shall be from the combination raw water and fire water
storage tank.

The areas to be protected and the systems to be utilized shall be:

(1)   Turbine generator area

      The turbine generator area shall be protected by hose stations furnished
      and installed in accordance with the requirements of NFPA-14.

(2)   Control/computer room

      The control room will be protected by hand held fire extinguishers.

(3)   Administration building and electrical switchgear room

      Portable extinguishers supplied in accordance with the requirements of
      NFPA-10 shall be furnished and installed.

(4)   Cooling Tower

      The cooling tower shall be protected by a dry pipe sprinkler system
      furnished and installed for moderate hazard in accordance with the
      requirements of NFPA-13. If a concrete structure is provided, no fire
      protection is needed or supplied.

(5)   Steam Turbine Generator Bearings

      The steam turbine generator bearings shall be protected by a preaction
      sprinkler system in accordance with the requirements of NFPA-13.

(6)   Combustion Turbine and Steam Turbine Lube Oil Equipment

      The Steam Turbine Lube Oil Equipment shall be protected by deluge
      sprinkler systems when not enclosed. The Combustion Turbine Lube Oil
      equipment is enclosed and will be protected by an FM200 system in
      accordance with the requirements of NFPA.


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(7)   Turbine Enclosures

      An FM200 system is furnished and installed in accordance with the
      requirements of NFPA-2001 shall be used for protecting the combustion
      turbine enclosure.

(8)   Combustion Turbine Electrical Enclosure

      An FM200 system is furnished and installed in accordance with the
      requirements of NFPA-2001 shall be provided for protection of the
      combustion turbine enclosed electrical package.

Local fire protection and suppression control panels shall be provided for each
area being protected with all electrical operating and alarm functions required
for the fire detection/suppression system with which it is associated.

The local panels provide remote annunciation of fire detection and suppression
to the central control panel.

Underground yard distribution system will be routed around the Plant inside the
fenceline. The scope includes fire hydrants and valves, post indicator valves,
isolation valves, and all piping. A Diesel Fire Pump, motor driven Fire pump and
Jockey Pump are included.

Concrete fire walls at the main step up transformers are not included. Required
separation is used.

Design Basis

The fire protection water mains shall be designed in accordance with the
requirements of NFPA. All major equipment shall be FM approved or UL listed for
the intended application. The Fire Protection System shall be sized to supply
the required demand.

Modes of Operation

The jockey pump will operate intermittently to maintain the required pressure in
the fire protection system.


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In the event of a large water demand from the system, such as if sprinklers were
activated in a zone, the motor-driven pump will be signaled to start.

If the motor-driven pump does not start due to loss of power or other failure,
the diesel driven pump will start and provide the required flow into the system.

1.17 NOT USED


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1.18 SELECTIVE CATALYTIC REDUCTION (SCR) AUXILIARY EQUIPMENT

Function

The SCR auxiliary system includes equipment necessary to store and inject
ammonia into the combustion turbine exhaust gas upstream of the NOx reduction
catalyst in the HRSG for the purpose of maintaining NOx emissions at the HRSG
stack at the guaranteed level.

Major Components

The primary components in the SCR system are: the catalyst (in the HRSG), the
aqueous ammonia storeage tank, the forwarding skid (2x 100% pumps, where 100% =
capacity for one HRSG), the injection skids (one per HRSG with 2x100% blowers
per skid, where 100% = capacity for one HRSG), the vaporizers (one per HRSG),
the ammonia injection grid (AIG) (one per HRSG) and all interconnecting piping.

System Description

Aqueous ammonia shall be delivered to the site by truck. The storage tank will
hold a 7 day supply of ammonia. The system shall inject ammonia in the proper
quantity into the CT exhaust gas upstream of the catalyst in the HRSG. The
ammonia reduces a portion of the NOx in the exhaust gas so that the overall NOx
level exiting the stack meets the guaranteed level.


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1.19 AES-IRONWOOD ZERO LIQUID DISCHARGE SYSTEM DESCRIPTION

The AES-Ironwood Zero Liquid Discharge (ZLD) system will be designed to
eliminate liquid waste streams. All waste water to the plant will be discharged
as cooling tower evaporation or vapor through plant vents. The solids received
in the waste water or as introduced as chemical additives will be removed by a
system of processes which first concentrate the waste and then produce a
chemical precipitate which is filtered to dryness for ultimate disposal in a
landfill.

The ZLD system will produce demineralize water to the cycle water makeup
treatment system. The product of the cycle makeup treatment system will be of
suitable quality for makeup to the combined cycle.

The water to the ZLD system will be blowdown from the cooling tower. The cooling
tower will be fed a mixture of the effluent from the Lebanon municipal waste
treatment plant and the pumped discharge from the Pennsy quarry in approximately
equal amounts.

The components of the ZLD system are softening, volume reduction,
concentrationi, precipitation and filtering to dryness. Softening is used as
both a pretreatment to SLD and as a scale control measure in the circulating
water system. Softening will allow the circulating water system to contain
higher concentrations of dissolved solids while maintaining the scaling
potential of the water at acceptable levels.

Volume reduction will be achieved by a membrane process, reverse osmosis (RO) on
the attached diagrams. The majority of the RO product is returned to the cooling
tower basin.

The concentrator will use heat to vaporize water from the RO reject stream and
provide a suitable feed for the crystalizer. In the crystalizer, conditions are
maintained at an optimum chemistry from which crystals grow on the surface of
circulating crystalline solids. A sidestream from this unit is filtered with a
plate and frame filter press to prepare solids for ultimate disposal.


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In all cases, the distillate and/or the RO product are used for cycle makeup
system pretreatment. The ion exchange system will be a continuous ion exchange
design to minimize wastewater production in the plant. This design also
precludes the need for using caustic and acid for regenerating the ion exchange
units.


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                                              Civil Engineering
                                        ----------------------------------------
                                        ========================================
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                                Civil Engineering

                                Table of Contents

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SECTION     DESCRIPTION                                                     PAGE

1.0   SITE WORK AND BUILDINGS................................................ 1

      1.1   Scope............................................................ 1

      1.2   General Building Requirements.................................... 1
            1.2.1  Codes and Standards....................................... 1
            1.2.2  Building and Equipment Foundations........................ 1
            1.2.3  Combustion and Steam Turbine Generators................... 2
            1.2.4  Combustion Turbine Generator Foundation................... 2
            1.2.5  Steam Turbine Generator Foundation........................ 2
            1.2.6  Heat Recovery Steam Generator (HRSG) Foundation........... 2
            1.2.7  HRSG Stack and Stack Foundation........................... 3
            1.2.8  Miscellaneous Structures and Foundations.................. 3
            1.2.9  Specific Site Conditions Applicable....................... 3

      1.3   Building Design Requirements..................................... 3
            1.3.1  General Requirements...................................... 3
            1.3.2  Loads And Loading Combinations............................ 4
                   1.3.2.1  Loads............................................ 4
                   1.3.2.2  Load Combinations................................ 4
                   1.3.2.3  Floor Loads...................................... 5
                   1.3.2.4  Wind Loads....................................... 5
                   1.3.2.5  Seismic Load..................................... 5
                   1.3.2.6  Other Loads...................................... 5
                   1.3.2.7  Concrete......................................... 6
            1.3.3  Formwork.................................................. 6
            1.3.4  Masonry Walls............................................. 6

      1.4   Site Infrastructure.............................................. 6
            1.4.1  Storm Drainage............................................ 6
            1.4.2  Water Supply.............................................. 6
            1.4.3  Roads..................................................... 7


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                                Civil Engineering

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1.0       SITE WORK AND BUILDINGS

1.1       Scope

          This section includes the general design criteria for all buildings,
          structures, foundations and underground services associated with the
          Facility. The Facility is rated as non-essential, Category III with an
          exposure factor, thermal factor, occupancy factor and horizontal force
          factor of 1.0.

1.2       General Building Requirements

1.2.1     Codes and Standards

          The following codes and standards will be used for the design and
          construction of the structures and foundations:

          1.        American Society of Civil Engineers, "Minimum Design Loads
                    for Buildings and Other Structures", ASCE 7-95.

          2.        American Institute of Steel Construction, "Manual of Steel
                    Construction, Allowable Stress Design", Ninth Edition.

          3.        Metal Building Manufacturers Association, MBMA "Low Rise
                    Building Systems Manual".

          4.        All specifications for materials shall comply with ASTM
                    Standards.

1.2.2     Building and Equipment Foundations

          Equipment foundations and building floor slabs will meet applicable
          codes.

          The buildings and equipment foundations will be designed in accordance
          with the soil data obtained from the detailed geotechnical
          investigation.


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          Foundations and supporting framework for critical rotating or
          vibrating equipment will be analyzed statically and for proper
          consideration for dynamic loads.

1.2.3     Combustion and Steam Turbine Generators

          The combustion turbine generator and steam turbine generator will be
          located indoors.

          The operating and maintenance area will be at grade and will be
          designed to support steam turbine generator maintenance equipment such
          as fork lift trucks, cranes, welding machines, etc., as well as to
          serve as a laydown area for the turbine generator parts when the
          turbine generator is disassembled during repair or during initial
          installation.

1.2.4     Combustion Turbine Generator Foundation (CTGF)

          The combustion turbine generator foundation (including starting
          package, turbine, generator, mechanical package, electrical package
          and power train equipment) will be a reinforced concrete material.

          The foundation will be designed in accordance with the manufacturer's
          static and dynamic loading criteria.

1.2.5     Steam Turbine Generator Foundation (STGF)

          The steam turbine generator foundation will be a reinforced concrete
          structure. The components of the foundation will be designed to meet
          the static and dynamic loading criteria set forth by the turbine
          generator manufacturer.

1.2.6     Heat Recovery Steam Generator (HRSG) Foundation

          The HRSG and its related equipment will be supported on a concrete
          foundation.

          The foundations for the HRSG will be reinforced concrete and will be
          designed for the loading criteria provided by the manufacturer.


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1.2.7     HRSG Stack and Stack Foundation

          The stack will be self-supporting. The stack foundation will be of
          reinforced concrete and be designed for all static and dynamic loads
          imposed on it by the stack.

1.2.8     Miscellaneous Structures and Foundations

          Miscellaneous structures and foundations associated with the plant
          facilities will be designed to meet the plant design criteria
          specified in this document. Foundations will consist of reinforced
          concrete. The ground floor slab will be reinforced concrete and will
          be supported on compacted backfill.

          Foundations and other miscellaneous equipment support foundations,
          such as transformer foundations, tank foundations, will be constructed
          of reinforced concrete.

1.2.9     Specific Site Conditions Applicable

          Reference Section I, tab c Site Specific/Project Specific Criteria

1.3       Building Design Requirement

1.3.1     General Requirements

          The civil design criteria set forth in this document are intended to
          govern the design requirements regarding dead, live, and other loads
          in the design of buildings and other structures. The loads specified
          herein are the minimum loads to be considered in the design. Should
          applicable codes be more stringent than minimum loads specified
          herein, they will be used in lieu of the minimum load specified in the
          design of the plant buildings and other associated structures.

          Buildings or other structures, and all parts thereof, will be designed
          and constructed to support all loads, including dead loads, without
          exceeding the permissible stresses for the materials of construction
          in the structural members and connections.


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1.3.2     Loads and Loading Combinations

          Climatic loads for the design of plant building and other associated
          structures will conform to the local codes as well as industry codes
          and standards.

          Analysis of all structures will be performed to predict the structural
          responses to normal loads. Floors will be designed for minimum live
          loads as given in the ASCE 7-95. However, in certain cases these loads
          may be greater, depending on the final layout. In such cases these
          floors will be designed for the larger loads. The loads and applicable
          load combinations for which each structure will be designed will
          depend on the conditions to which that particular structure may be
          subjected. The loads normally applicable or most likely to be
          encountered during normal station operation include:

1.3.2.1   Loads

          D =    Dead loads or their related moments and forces, including any
                 permanent equipment loads and hydrostatic loads.

          L =    Live loads or their related internal moments and forces,
                 including any moveable equipment loads and other loads that
                 vary with intensity and occurrence produced by the intended use
                 or occupancy, but in no case less than minimum uniformly
                 distributed unit loads specified in the ASCE 7-95.

          W, E = Wind & seismic will be in accordance with the ASCE 7-95.

          T =    Loads, forces, and effects due to contraction or expansion
                 resulting from temperature changes, shrinkage, moisture
                 changes, creep in component materials, movement due to
                 differential settlement, or combination thereof.


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1.3.2.2   Load Combinations

          Applicable loads will be considered to act in combination.
          Combinations producing the most unfavorable effects in the building,
          foundation, or structural members concerned, will be designed in
          accordance with ASCE 7-95.

1.3.2.3   Floor Loads

          The minimum design floor loads for any structure or element will be
          based on the requirements ASCE 7-95.

          Floor                         Floor Loading (psf)
          -----                         -------------------

          Walkways, access platforms,   100
          stairways and landings

          Electrical Equipment rooms    250
          and other area floors on
          grade

          Roof                          Rain & snow load in accordance
                                        with ASCE 7-95

1.3.2.4   Wind Loads

          Wind forces will depend on site wind conditions and shape, size, and
          exposure of the structure. The calculated wind loads will always be
          taken to act normal to the surfaces to which they are applied. All
          structures will be designed to withstand the horizontal and uplift
          pressures set forth by the ASCE 7-95. 90 mi/hr wind load will be
          utilized for the design basis. Refer also to Section I, tab c.

1.3.2.5   Seismic Load

          Refer to Section I, tab c.

1.3.2.6   Other Loads

          Other loads used to predict the structural response of structures
          include hypothetical loads representing the influence of piping,
          including water hammer, and loads at anchor points and electrical
          installations not included in the normal dead or live loads. Roof
          supporting structures shall be designed for hanging loads of cable
          tray and piping as applicable in addition to live loads. Pressure or
          suction loads such as


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          encountered in ductwork will be taken into account, including dynamic
          loads from operating equipment.

1.3.2.7   Concrete

          Concrete strength and general controls are to be done in accordance
          with ACI.

          Typical minimum concrete compressive strength will be 3000 psi.

          Calcium chloride or admixtures containing calcium chloride will not be
          used.

          Where concrete is to be placed by pumping, special consideration will
          be given to the concrete mix to provide workability, quality and
          strength required for the pumping operation.

1.3.3     Formwork

          The design and engineering of the formwork will be in accordance with
          ACI 347.

1.3.4     Masonry Walls

          Masonry walls will be designed and reinforced in accordance with the
          applicable local and industry codes and standards.

1.4       Site Infrastructure

1.4.1     Storm Drainage

          Storm water run off flows to the existing surface water drainage
          features. The plant will use ditches, collection piping or open
          channel for storm drainage. Surface runoff will be directed to a
          retention pond. Collected water from the retention pond will be
          returned to the cooling tower basin via a return pump. Emergency
          surface runoff will exit the pond through an overflow spillway and be
          directed to the Pennsy Quarry pond.


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1.4.2     Water Supply

          Water supply requirements will be equally divided between two sources.
          One source will be pumped water from the Pennsy Quarry pond located
          east of Centerline-Prescott road. The second source will be Others
          located at the plant fence line.

1.4.3     Roads

          Plant entrance roads shall be paved with either Bituminous surfacing
          or gravel. Interior plant roads will be crushed stone and gravel.
          Surface and base design will be to accommodate the normal plant
          traffic.


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                                        Plant Electrical Systems
                                        ----------------------------------------
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                            Plant Electrical Systems

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INTRODUCTION

The plant electrical equipment is designed to provide a safe, coordinated, cost
effective, reliable, operable, and maintainable power delivery system for the
facility. It provides the necessary equipment for delivery of the generator
power to the switchyard, provides the necessary equipment to support the plant
auxiliary mechanical and electrical equipment, and provides the protection and
control features for the plant. The switchyard is described in a separate
write-up.

The major components of the plant electrical systems are:

o     Generator Terminal Equipment

o     Generator Isolated Phase Bus Duct

o     Generator Step-up Transformers

o     Station Auxiliary Transformers

o     6900 V Switchgear

o     Secondary Unit Substation

o     Auxiliary Transformers

o     Motor Control Centers

o     Plant Protective Relays

o     Battery and Uninterruptible Power Supply Systems


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GENERAL REQUIREMENTS

o     Plant Voltages: The generator voltages will be determined by the selection
      of the optimal generator frame for the specific application. The
      combustion turbine-generators and the steam turbine-generator will be
      rated 16 kV. The plant's medium voltage system will be a nominal 6900 V.
      The plant's low voltage system will be a nominal 480 V. The switchyard
      will be a nominal 230 kV.

o     Voltage Variations: The plant design will be based on transmission grid
      voltage variations of +/- 5% of nominal 230 kV system voltage. Plant
      auxiliary systems will be designed to accept voltage variations of +/- 5%
      of nominal system voltages under steady state conditions and +/- 10%
      during disturbances. Plant bus voltages may drop to 80% during the
      starting of the largest motor on the particular bus.

GENERATOR TERMINAL EQUIPMENT

The line side leads and neutral leads of each generator are connected to Line
Terminal Enclosure and to Neutral Tie Enclosure/Neutral Grounding Cubicle,
respectively. The Line Terminal Enclosure is mounted on structural supports
above each generator. The Neutral Tie Enclosure is mounted directly above each
generator. A cable connection is provided from the Neutral Tie Enclosure to the
Neutral Grounding Cubicle which is located on grade level next to the generator.
The major components of each of these items are:

Line Terminal Enclosure:

o     6 - Voltage Transformers, 18000:120 V

o     3 - Surge Capacitors, 18 kV

o     3 - Metal Oxide Surge Arresters, 18 kV

o     9 - Current Transformers, 12000/5A, C400

o     1 - Space Heater


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Generator Neutral Tie Enclosure/Neutral Grounding Cubicle:

o     1 - Neutral Tie Enclosure including:

      o     10 - Current Transformers, 12000/5A, C400

      o     1 - Neutral Tie Bus

      o     1 - Space Heater

o     1 - Neutral Tie/Neutral Grounding Cubicle Connection Materials

o     1 - Neutral Grounding Cubicle including:

      o     1 - Single-Phase, Dry Type Distribution Transformer

      o     1 - Secondary Loading Resistor

      o     1 - Space Heater

The surge arresters and surge capacitors protect the generator insulation
against surge voltages which originate from the interconnecting system.

The neutral grounding resistor, in conjunction with its transformer, provides
high resistance grounded generator neutral to limit the magnitude of ground
fault currents. The high resistance grounded system limits the fault damage to a
minimum.

ISOLATED PHASE BUS DUCT

Each turbine-generator Line Terminal is connected to its step-up transformer via
isolated phase bus duct having the following ratings:

Isolated Phase Bus Duct:

o     Nominal Voltage:               16 kV


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o     Basic Insulation Level (BIL):  110 kV

o     Main Bus Continuous Current:   12000 A

o     Tap Bus Continuous Current:    1200 A

o     Cooling:                       Self Cooled

The main bus run connects its generator Line Side Enclosure to the 16 kV winding
of the generator step-up transformer and is designed and braced to withstand the
short circuit current forces available from the system or from its generator.

The tap bus runs from the main bus to the power potential transformer
(excitation system transformer) and is designed and braced to withstand the
combined short circuit current forces available from the system and from the
generator.

The isolated phase bus duct includes indoor and outdoor straight bus runs,
elbows, terminations, wall penetrations, wall penetration seal off bushings,
expansion joints, and steel support structures required for a complete system.

GENERATOR STEP-UP TRANSFORMER

Outdoor, oil-filled generator step-up transformers are provided to transform the
generators' 16 kV voltage up the electric utility's 230 kV transmission
switchyard voltage level.

The offer includes three (3) separate outdoor, oil-filled, two-winding, step-up
transformers: two for the combustion turbine-generators and one for the steam
turbine-generator.

The step-up transformer ratings are selected to exceed the turbine continuous
ratings, taking into account the proposed power factor. The low voltage windings
are delta connected with 110 kV BIL. The high voltage windings are wye connected
(solidly grounded neutral) with 825 kV BIL. The ratings of the step-up
transformers are:

o     Combustion Turbine-Generator Step-up Transformers: 275 MVA, FOA at 65
      degrees C rise, 16% impedance on 275 MVA base


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o     Steam Turbine-Generator Step-up Transformer: 290 MVA, FOA at 65 degrees C
      rise, 16% impedance on 290 MVA base

The following accessories and features are provided with each step-up
transformer:

Accessories:

o     De-energized load tap changer

o     Sudden pressure relay with alarm and trip contacts

o     Pressure relief device with indicator and alarm contacts

o     Liquid level gauge with alarm contacts

o     Thermometer with alarm and trip contacts

o     Current transformers

o     Station class, metal oxide surge arresters (3) with mounting brackets on
      high voltage terminals, 172 kV (140 kV MCOV)

o     Cover mounted high voltage bushings

o     Low voltage flanges for isolated phase bus duct connections

STATION AUXILIARY TRANSFORMERS

The plant electrics are supplied through two station auxiliary transformers that
are connected to the 230 kV switchyard by means of a 230 kV, SF-6, dead tank,
power circuit breaker. Each station auxiliary transformer is an outdoor,
oil-filled, three phase, two-winding transformer with the following ratings:

Station Auxiliary Transformer:

o     High Side Voltage: 230 kV, 825 kV BIL


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o     Low Side Voltage:  6.9 kV, 60 kV BIL

o     Power Rating:      15/20 MVA, OA/FA, 65 degrees C rise

o     Impedance:         9.0% on OA base (subject to NEMA tolerance)

The following accessories and features are provided:

Accessories:

o     De-energized tap changer in HV windings:

-     2 - 2.5% taps FCAN

-     2 - 2.5% taps FCBN

o     Magnetic liquid level gauge

o     Dial type thermometer

o     Current transformers

o     HV cover mounted bushings

o     LV terminations suitable for nonsegregated phase bus or cable connection

o     LV neutral grounding resistor, 4000 V, 10 ohm, 400 A for 10 seconds

6900 V SWITCHGEAR

A coordinated line up of 6900 V switchgear is provided within the plant to
service the medium voltage and low voltage systems. This switchgear assembly
consists of metal-clad switchgear and metal-enclosed motor controllers.

Interrupting and maximum fault current ratings are selected to exceed maximum
available fault current from all sources with one station auxiliary transformer
in service. All feeder


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protective relays are microprocessor based devices that monitor three-phase ac
current and make separate trip and alarm decisions based on preprogrammed load
current and/or temperature conditions. These microprocessor relays replace
conventional relays. Similar protection is provided for motor starters which
supply transformers.

The metal-clad switchgear assembly consists of vacuum circuit breakers (two main
breakers, a tie breaker, two combustion turbine starting motor breakers, and
feeder breakers), associated metering and instrument transformers, and a
transition to the medium voltage motor controllers.

The metal-clad switchgear circuit breakers have the following ratings:

Vacuum Circuit Breaker:

o     Continuous Current:

      o     Main Breaker:           2000 A

      o     Tie Breaker:            2000 A

      o     Feeder Circuit Breaker: 1200 A

      o     Motor Starter, 9000 hp: 1200 A

o     Nominal/Maximum Voltage: 6.9 kV/8.25 kV

o     Basic Insulation Level (BIL): 60 kV crest

o     Interrupting Current:         36 kA rms

o     Close and Latch Current:      58 kA rms

o     Interrupting Time:            5 cycles

Accessories:


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o     1 - Lot Metering Devices and Instrument Transformers

o     1 - Transition Structure to medium volt motor controllers

The switchgear has been engineered to feature a standardized design,
interchangeable parts, rugged construction, and industry-leading vacuum
interrupter circuit breaker technology. Design advances in vacuum circuit
breakers combine reliability, safety, and application flexibility with ease of
installation, operation, and maintenance.

Medium Voltage Motor Starter:

Control and protection for the 6600 V motors rated 250 hp up to 8000 hp are
provide by medium voltage starters. These starters are integrated, complete
assemblies precisely matched to motor ratings. The protective devices in every
motor starter are coordinated with the motor's characteristics to provide
protection from overload to full system capacity faults.

The medium voltage motor starters have the following ratings:

o     Continuous Current:          400 A

o     Maximum Voltage:             7.2 kV

o     Basic Insulation Level (BIL) 60 kV crest

o     Unfused Interrupting Rating: 50 MVA

      Fused Interrupting Rating    400 MVA

The medium voltage starter provides the user with:

     Positive Isolating        -   Maximum safety

     Draw-out Contactor        -   Ease of maintenance and inspection

     CL Fuses                  -   Maximum motor protection

     Motor Protective Relay    -   Complete current protection


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The major components of the motor starters are an isolating switch, the main
vacuum contactors, current limiting fuses, and the control circuitry.

Equipped with a mechanically driven isolating shutter, the positive mechanical
isolating switch completely grounds and isolates the starter from the line
connectors, leaving no exposed high voltage with the door is open. The shutter
mechanism is visible without the removal of any components. The high voltage
door is mechanically locked/closed with the isolating switch handle. The low
voltage section is separated from the high voltage section.

The vacuum contactor employs special main contact materials for minimizing
chopping current, thereby eliminating the need for surge suppression. The vacuum
contactor is front accessible. It is not necessary to draw out the contactor for
contactor coil or electrical interlocks replacement, or to check for contact
wear.

Current limiting power fuses with time/current characteristics for motor service
provide fault protection for the motors. Fuses can be easily replaced without
removing or withdrawing the contactor. An indicator on top of each fuse pops up
when a fault has been cleared.

A low voltage control panel, completely isolated and barriered from medium
voltage, slides out to facilitate wiring and maintenance. The panel includes:
wire channel, motor protection, and pull apart terminal blocks.

The motor protective relay (MPR) is a microprocessor based device that monitors
three-phase ac current and makes separate trip and alarm decisions based on
preprogrammed motor current and temperature conditions. The MPR replaces
conventional short-time and long-time relays, instantaneous overcurrent relays,
and ground relays.

SECONDARY UNIT SUBSTATIONS

480 V low voltage power is provided through a double-ended secondary unit
substation (SUS) or directly to 480 V motor control centers (MCC's) from
auxiliary transformers.

The double-ended SUS receives the auxiliary power from the 6900 V medium voltage
switchgear's feeder circuit breaker, transforms it to 480 V, and distributes it
via metal-

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enclosed low voltage switchgear circuit breakers to the low voltage
MCC's and other loads throughout the power plant.

The secondary unit substation consists of SUS transformers and 480 V
metal-enclosed switchgear. The SUS transformers step down the voltage from 6900
V to 480 V and have a kVA rating compatible with their specific loading. The SUS
transformers are a dry-type, indoor design to suit the application. The low
voltage system is a solidly grounded system. The SUS transformer ratings and
features are:

SUS Transformers:

o     Voltage Ratings:

      o     H Winding:   6900 V, 35 kV BIL, delta connected

      o     X Winding:   480 V, 10 kV BIL, wye connected with solidly grounded
            neutral

o     Terminations:

      o     H Winding:   Cable entry

      o     X Winding:   Close coupled to LV switchgear

o     Impedance: 5.75% (subject to NEMA tolerance)

o     Primary Tap Changer:

      o     2 - 2.5% FCAN taps

      o     2 - 2.5% FCBN taps

The 480 V switchgear is of the metal-enclosed low voltage switchgear design.
Each breaker will be equipped with a solid state trip unit. The circuit breaker
ratings are as follows:

LV Switchgear:


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o     Continuous Current:

      o     Main Breaker:      Sized to match transformer

      o     Feeder Breakers:   800 A frame and/or 1600 A, as required

o     Maximum Voltage:       635 V

o     Insulation Level:      2.2 kV rms low frequency withstand

o     Interrupting Current:  65 kA symmetrical

The low voltage metal-enclosed switchgear has been engineered to provide safe,
reliable, and economic control and protection of low voltage distribution
systems up to 600 V. The breakers are UL labeled for use in switchgear. Both the
switchgear and circuit breakers are built and tested to applicable NEMA, ANSI,
IEEE, UL and CSA standards.

AUXILIARY TRANSFORMERS

Some plant 480 V auxiliary loads, such as the water treatment MCC's and the
cooling tower MCC's, may be fed directly from auxiliary transformers that step
down the voltage from 6900 V to 480 V and have a kVA rating compatible with
their specific loading.

These auxiliary transformers will be dry-type, indoor or oil-filled, outdoor
designs, as appropriate. The dry-type, indoor auxiliary transformers are similar
to the SUS transformers, except that the low voltage terminations will be
suitable for cable exit. The oil-filled, outdoor auxiliary transformer ratings
and features are:

Outdoor Auxiliary Transformers:

o     Voltage Ratings:

      o     H Winding:   6900 V, 95 kV BIL, delta connected


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      o     X Winding:   480 V, 30 kV BIL, wye connected with solidly grounded
            neutral

o     Terminations:

      o     H Winding:    Cable entry

      o     X Winding:    Cable exit

o     Impedance: 6% (subject to NEMA tolerance)

o     Primary Tap Changer:

      o     2 - 2.5% FCAN taps

      o     2 - 2.5% FCBN taps

MOTOR CONTROL CENTERS

AC Motor Control Centers are used for power distribution and control of the
various low voltage auxiliary loads of the combustion turbine, steam turbine,
HRSG, auxiliary boilers, and cooling tower.

The MCC's contain combination starter assemblies for motors smaller than 250 hp
and feeder breakers for other auxiliary loads within the plant. The main
horizontal three-phase bus extends to complete length of the structure. It is
supported by non-tracking, glass-reinforced polyester insulators and is
separated from the top-most draw-out units by a horizontal steel barrier. This
barrier prevents accidental contact with the energized bus.

Power is distributed to each vertical section by a three-phase bus, bolted to
the main bus in the top of the section. Full-depth wireways are provided. The
individual starters, up through size 5, are mounted in a draw-out unit
completely isolated from adjacent units. Free floating plug-in stabs, assembled
into molded glass polyester bases are welded to cable connections extending
inside each unit. These stabs make contact with the vertical bus through
openings

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in the vertical barrier separating the bus compartment from the individual
enclosure. Each draw-out unit can be padlocked in a disconnected position, or
easily removed from the structure for maintenance.

Combination starters incorporating motor circuit protectors are supplied for
motors. The motor circuit protector is designed specifically for motor circuits
and provides optimum protection with maximum convenience. Operating on the
magnetic principle, the breaker incorporates three sensors with single trip
point adjustment. In this way, protection is customized for each individual
motor.

DC MCC's are provided for such loads as the combustion turbine's emergency lube
oil pump, and turning gear; for the steam turbine's emergency lube oil pump; for
the station battery and charger; and for the balance of plant 125 Vdc loads.

PLANT PROTECTIVE RELAYS

Metering and protection of the balance of plant electrical equipment against
over loads, short circuits and abnormal operating conditions is provided by the
plant protective relay panelboards. These panelboards incorporate the protection
of the generator step-up transformer, the steam turbine-generator, and the
station auxiliary transformer. 6.9 kV and 480 V feeder protection is provided by
the switchgear that serves those circuits. The plant protective relay
panelboards include the following relays, meters and transducers/outputs:

3 - Generator Protective Relay Panelboards each including:

      1 - Beckwith Electric, Model M-3420 Generator Protection System with
          the following functions:

              1 - Volts/Hertz, 24

              1 - Undervoltage, 27

              1 - Reverse Power, 32


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            1 - Loss of Field, 40

            1 - Negative Sequence, 46

            1 - Breaker Failure, 50BF (low-side generator breaker application if
            applicable)

            1 - Inadvertent Energization, 50/27

            1 - Voltage Controlled Overcurrent, 51V

            1 - Overvoltage, 59

            1 - Voltage Transformer Fuse Loss, 60FL

            1 - Generator Ground (95%), 59GN

            1 - Under/Overfrequency, 81

            1 - Generator Differential, 87G

      1 - Beckwith Electric, Model M-3430 Generator Protection System with the
          following functions:

            1 - Backup Distance, 21

            1 - Volts/Hertz, 24

            1 - Undervoltage, 27

            1 - Reverse Power, 32

            1 - Loss of Field, 40

            1 - Negative Sequence, 46

            1 - Breaker Failure, 50BF (low-side generator breaker)


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            1 - Inadvertent Energization, 50/27

            1 - Overvoltage, 59

            1 - Voltage Transformer Fuse Loss, 60FL

            1 - Generator Ground (100%), 59GN/27TN

            1 - Under/Overfrequency, 81

            1 - Generator Differential, 87G

      3 - Lockouts, 86G, 86-1, 86BF

      1 - Watt-hour Meter

      1 - Watt Transducer

      1 - Digital Monitor with Serial Link, DM1, with:

            1 - Generator Watt Output

            1 - Generator VAr Output

            1 - Generator Power Factor Output

            3 - Generator Current Output

            3 - Generator Voltage Output

            1 - Generator Frequency Output

      1 - Digital Monitor with Serial Link, DM2, with :

            3 - System Voltage Output

            1 - System Frequency Output

      1 - Digital Meter, DM4, with:


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            1 - Field Voltage readout

            1 - Field Current readout

      1 - Automatic Synchronizer System with:

            1 - Synchroscope and Lights

            1 - Automatic Synchronizer, 25A

            1 - Synch Check, 25

The combustion turbine-generator protective relay panelboards are located in
their respective electrical packages. The steam turbine-generator protective
relay panelboard is located in the electrical equipment room.

3 - Generator Step-up Transformer Relay Panelboard including:

      1 - Phase Overcurrent protection (three-phase), 50/51T

      1 - Ground Overcurrent protection, 50/51NT

      1 - Lockout Relay, 86UT

      1 - Overall Transformer Differential protection (three-phase), 87UT

2 - Station Auxiliary Transformer Relay Panelboard including:

      1 - Phase Overcurrent protection (three-phase), 50/51T

      1 - Ground Overcurrent protection, 50/51NT

      1 - Lockout Relay, 86T

      1 - Transformer Differential protection, 87T


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BATTERY AND UNINTERRUPTIBLE POWER SUPPLY SYSTEMS

125 Vdc is provided to supply power to all dc loads in the plant, including the
CT and ST emergency lube oil pumps, the CT turning gear, the uninterruptible
power supply system, the metal-clad and metal-enclosed switchgear controls,
protective relays, and other miscellaneous dc loads. Three power plant battery
systems are provided: one with each ECONOPAC and one in the electrical equipment
room. The batteries are a lead acid design. Each battery has a nominal voltage
rating of 125 Vdc and is sized for a three hour duty cycle with the following
assumed load durations:

o     Emergency DC Motor Loads:       3 hours

o     WDPF Control System:            1 hour

o     Inverter:                       1 hour

o     Miscellaneous Control Loads:    3 hours

o     Switchgear Trip:                1 minute at beginning of duty cycle

o     Switchgear Close:               1 minute at end of duty cycle

A solid state battery charger having a 480 V, three-phase input and an 125 Vdc
output is provided for each ECONOPAC battery system. The plant station battery
system includes two solid state chargers, each having a 480 V, three-phase input
and an 125 Vdc output. Each battery charger size is calculated based on a single
charger having a capability to charge the battery to full capacity in a 12 hour
period while supplying the normal battery loads. Each charger's accessories and
features are as follows:

Battery Charger:

o     AC and DC Circuit Breakers

o     Output Voltmeter and Ammeter


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o     Equalizing Timer

o     Float and Equalize Voltage Adjustments

o     High and Low AC Voltage Alarms

o     High and Low DC Voltage Alarms

o     DC Ground Detection Alarm

o     Common Alarm for Annunciation

o     Surge Protection

The uninterruptible power supply (UPS) system is utilized to furnish power to
the vital ac equipment that must run continuously and in the event of a complete
loss of normal station power. The UPS system uses the station battery and
charger as inputs. The major components of the UPS system are:

UPS System:

o     Inverter

o     Static Switch

o     Manual Bypass Switch

o     Regulated Power Conditioner

o     AC Distribution Panelboard

The inverter is rated 120 Vac, single-phase output and has a steady-state
voltage regulation of +/-2%, maximum total harmonic distortion not to exceed 5%,
and frequency within +/-0.5 Hz over the normal load and voltage range.

The static transfer switch is sized to continuously carry 125% of the inverter
rated load.


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A manually operated make-before-break bypass switch is included to bypass the
entire UPS system during maintenance without interruption of power to the loads.
The bypass switch is capable of carrying 125% of the UPS system rated load for
up to 15 minutes.

A regulated power conditioner, having the same maximum limits as the inverter
output, is provided as the source of the bypass power.

120 Vac panelboards distribute the UPS and bypass system loads around the plant
through molded case circuit breakers. Thermal-magnetic branch circuit breakers
are rated 20 A, single-pole. Approximately 20% spare branch circuits are
provided.

PLANT LIGHTING DESIGN

Lighting illuminance values for the plant will be designed in accordance with
the recommendations of the Illuminating Engineering Society (IES) for the
electric generating station. Where required by installation location, explosion
proof type fixtures will be used.

PLANT PARTY-PAGE COMMUNICATION SYSTEM

A Gaitronics 5 channel type party-page communication system is provided for the
plant. The system includes handsets for various operating locations and speakers
are located throughout the plant for paging personnel. The equipment type is
selected based on the installation location such as indoor or weatherproof and
explosion-proof where necessary. Typical components of the system are the
following.

      o     5 Channel Handsets

            o     Indoor Wall Mount

            o     Desk Set

            o     Weatherproof Wall Mount

            o     Explosion-proof Wall Mount


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      o     Speakers with Amplifiers or Drivers

            o     Indoor Wall Mount

            o     Indoor Ceiling Mount

            o     Outdoor Wall Mount

      o     Line Balance Assembly

      o     Paging Cable, 16 Conductor

      o     Speaker Cable, 2 Conductor


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                                                         Security System
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                                Security System

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The Ironwood Power Project Security System will include the following:

Fencing System

1.    A perimeter fence enclosing the entire power plant area will be provided
      as shown on the general arrangement drawing. The fence will be 8' high,
      chain link, wire meshed, galvanized, and will have 3 - strands of barbed
      wire on top.

2.    A motorized gate will be provided at the entrance to the power plant.

3.    A 10x10 guard house will be construed at the entrance gate.

4.    Separate fencing will encompass the switchyard.

5.    Roadway and exterior building lighting is included for night illumination.

6.    Included at the front entrance is a security camera with tilt, pan, and
      zoom. The camera will be attached to the guard house enclosed in a weather
      tight enclosure. A color monitor will be mounted in the control room for
      viewing entrance and exits of the front gate


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                                                             Switchyard
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                                   SWITCHYARD

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SWITCHYARD

A 230 kV conventional, outdoor, open-air, radial switchyard design featuring
provision for two outgoing transmission lines is provided. The switchyard
extends from the high voltage terminals of the generator step-up transformers
and station auxiliary transformers to the interface with the electric utility's
two outgoing transmission circuits.

The 230 kV switchyard is designed to accommodate the power and current ratings
required for safe, efficient, and economical operation of the power plant
facility and includes the following major items:

o     1 - Lot steel structures and miscellaneous materials including:

            3 - Generator step-up transformer structures

            2 - Station auxiliary transformer structures

            2 - Transmission line interfaces

            1 - Lot bus and equipment support stands

            1 - Lot Aluminum bus, 1200 A and 2000 A

            1 - Lot stand-off and support insulators

            1 - Lot static and ground wire

            1 - Lot connectors and miscellaneous hardware

            1 - Lot light poles and light fixtures/lamps

o     6 - Station class, metal oxide surge arrester, 172 kV (140 kV MCOV)


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o     5 - Disconnect switch, 242 kV, 900 kV BIL, 1200 A continuous, 64 kA
      momentary, three-phase, gang-operated type

o     4 - Disconnect switch, 242 kV, 900 kV BIL, 2000 A continuous, 64 kA
      momentary, three-phase, gang operated type

o     5 - Power circuit breaker, 242 kV, 900 kV BIL, 1200 A continuous, 40 kA
      short circuit current, dead tank, SF-6 puffer design, with two multi-ratio
      current transformers per bushing (12 total) per circuit breaker

o     2 - Power circuit breaker, 242 kV, 900 kV BIL, 3000 A continuous, 40 kA
      short circuit current, dead tank, SF-6 puffer design, with two multi-ratio
      current transformers per bushing (12 total) per circuit breaker

o     12 - Capacitive voltage transformers 133000:120/69//120/69 V for relaying
      and plant metering

o     6 - Revenue metering units (combination single-phase VT and CT instrument
      transformers), rated for 230 kV nominal system voltage, 1500/3000A, for
      input to electric utility's transmission circuit revenue meters

o     1 - Switchyard relay and meter panel (located in the switchyard control
      building for plant use) including:

            5 - Sync check relay, 25

            1 - Bus under/overvoltage protection, 27/59

            7 - Breaker - failure protection, 50BF

            1 - Bus over/underfrequency protection, 81O/U

            8 - Lockout, 86BF, 86B

            1 - Bus differential protection (three-phase), 87B


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            7 - Watt transducer, 4-20 mA

            7 - Watthour transducer, 4-20 mA

            7 - VAr transducer, 4-20 mA

            7 - Current transducer (three-phase), 4-20 mA

            2 - Voltage transducer, (three-phase), 4-20 mA

o     1 - Revenue metering panelboard (located in the switchyard control
      building for electric utility use) including:

            2 - Microprocessor based, multi-function revenue meters for primary
            metering of the two outgoing transmission circuits

            5 - Microprocessor based, multi-function revenue meters for back-up
            metering on the facility circuits

o     1 - AC distribution and lighting system (located in the switchyard control
      building), including:

            1 - 480-120/240 V, single-phase, dry type distribution and lighting
            transformer

            1 - 120/240 Vac distribution and lighting panelboard

o     1 - 125 VDC power supply system (located in the switchyard control
      building), including:

            1 - 125 Vdc battery with rack

            1 - Battery charger, 120 Vac/125 Vdc

            1 - 125 VDC distribution panelboard

The power circuit breakers and disconnect switches can be manually operated in
the switchyard.


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A redundant WDPF DPU drop is provided in the switchyard control building to
allow the plant operators to monitor the status of the switchyard from the
plant's WDPF control system in the plant central control room (CCR). The
switchyard power circuit breakers can be remotely monitored and controlled from
the operators console CRT screens in the CCR. The status of the disconnect
switches, bus voltage, current flow, MVA, MW and power factor are also available
on the operators console CRT screens in the CCR.

The transmission line protective relays and the remote terminal units (RTUs) for
interfacing with the Transmission/Distribution Control Center and with the
Energy Control Center are to be provided by the electric utility. This equipment
will be installed in the switchyard control building.

Optional switchyard arrangements, metering, and protective relaying schemes can
be provided. Westinghouse will work with the Owner and the electric utility to
establish the specific requirements for the switchyard and plant interfaces with
the electric utility.


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                                                          Combined Cycle Control
                                                          System
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                                                          ======================
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                         Combined Cycle Control System

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The attached document describes a WDPF Control System, which was Westinghouse's
standard control system when the Ironwood project was initially quoted.

Westinghouse Power Generation has since been acquired by Siemens. The Siemens
Westinghouse Power Corporatioin now utilizes Siemens Control Systems as its
standard and would prefer to provide Siemens controls for the Ironwood plant. A
new write-up describing the Siemens controls is being composed and will be added
to this section as soon as it is completed.


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                          Combined Cycle Control System

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INTRODUCTION

Westinghouse Process Control Division will provide the Westinghouse Distributed
Processing Family (WDPF) of microprocessor based equipment to meet the
requirements for a Combined Cycle Control System. The WDPF is a concept unique
to Westinghouse for plant data acquisition and control. Functions such as steam
turbine, combustion turbine, HRSG, and BOP control are assigned to separate
optional redundant microprocessors which communicate with one another over a
common high speed redundant data highway. Not only is a host computer not
required with this configuration, but additional microprocessor based "drops"
can be added as needed to expand the capability of the system over its entire
life.

The control system for the Westinghouse combined cycle generation plant has been
designed to provide the following features:

o     The plant provides plant operating configurations at levels of automation
      which provide the user with complete operation of these subsystems:
      combustion turbines (CT), Heat Recovery Steam Generator (HRSG), and steam
      turbine (ST).

o     Startup and loading of the entire plant can be accomplished without risk
      to equipment from the central control room.

o     Flexibility to accommodate future advances in technology including the
      capability to automatically optimize plant operations by the addition of
      hardware.

o     Color graphic operator stations.

o     Installed spare I/O and layout space for additional I/O.


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CONTROL SYSTEM CONFIGURATION

The control system for each gas turbine, HRSG, steam turbine and major balance
of plant equipment (not packaged) utilize redundant microprocessors on a
redundant data highway which permits automatic operation of the complete plant.
The operator is provided with interface equipment, information and display
devices, and protection devices to insure confident, safe and efficient
operation.

The control system, along with associated safety systems, is partitioned
according to major plant subsystems such that each subsystem may be operated
independently, thereby increasing the plant availability and operating
flexibility to meet the needs of the operator.

Using field proven hardware, the control system generates command signals to
devices such as fuel, feedwater and condensate flow control valves, combustion
turbine inlet guide vanes, and display devices as a function of inputs from the
plant sensors and operator inputs.

Control Levels

The standard system allows the operation of major subsystems at two operating
control levels, namely Operator Automatic Control Level and Manual Control
Level.

1.    Operator Automatic Control Level

      At this level, the system will automatically implement all the monitoring,
      controlling, operator's interface and primary information and display
      functions for each major subsystem. The system requires that the initial
      sequencing of the various major subsystems, and loading, should be the
      responsibility of the operator.

2.    Manual System Control

      The control system, through interactive operator stations, may be utilized
      to control selected equipment as long as it does not interfere with plant
      protection. Functions required to make the transition from the cold
      shutdown condition to the ready-to-start conditions are at the manual
      control level and includes operating equipment such as:


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      water and fuel supply block valves, boiler drain valves and some motor
      control centers.

Central Control Room - Engineer's Console and Operator Stations

The primary man/machine interface on the combined cycle control system is the
Engineers Console. The ECON WEStation is a dual mode terminal consisting of dual
CRT display, keyboard, a dual mode processor with redundant data highway
interface, both fixed media 1 Gigabyte (minimum) hard drive and 32 Megabytes of
RAM, removable media disc drive, and a printer. The WEStation product is based
on the UNIX platform with Solaris 2.X as the operating system. When used in
engineering mode as the system programming terminal, the engineer utilizes a
library of editors, builders, and compilers to produce source code type files of
control algorithms, color and shape libraries, graphic displays, sequence
ladders, logging files, and data base generation. Many of these engineering
functions are implemented via programming aids such as a mouse, graphic tablet,
pull-down menus, fill-in menus, etc. All system files are maintained on the
fixed drive and archived on removable media. All downloading and uploading of
software is achieved by the ECON.

The central control operator station includes two dual screen operator consoles
(4 CRT's) with color graphic displays and interactive operator keyboard required
to control the turbines and water and steam cycle. Each OPCON WEStation is a
terminal consisting of dual CRT display, keyboard, processor with redundant data
highway interface, both fixed media 1 Gigabyte (minimum) hard drive and 32
Megabytes of RAM, removable media disc drive, and a printer so that pertinent
information can be hard-copied.

Data acquisition trending and alarm functions

The HSR /Logger console performs data acquisition for trending purposes and
monitors all data highway information for alarms. The HSR WEStation is a
terminal consisting of a single CRT display, keyboard, processor with redundant
data highway interface, both fixed media 2 Gigabyte (minimum) hard drive and 64
Megabytes of RAM, removable media disc drive, a 1.3 Gigabyte optical disc drive,
and a printer so that pertinent information can be hard-copied.


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The data trending function configuration provides enough processing power for
the HSR to store one month's worth of point data on-line for a moderately
active, 5,000 point application. The operator may select up to eight data points
per window for a displayable and printable trend, and up to 4 trend windows.
Live trends may be plotted as variable vs. time for periods of 1 sec., 3 sec.,
10 sec., 30 sec., 1 min., 5 min., and 1 hour or as x-y variable vs. variable.

The HSR database is pre-selected with individual points assigned a minimum scan
rate of typically 1, 10 or 60 seconds (depending on the anticipated rate of
change). Also each point is assigned either a dead-band which, if exceeded, will
cause the point to be recorded or a change in state for initiating recording of
the point

The alarm function provides a display page which indicates the alarm name, time
of alarm, and alarm priority as defined by the point data base file. Return from
alarm and alarm acknowledge are also indicated. The alarm system also can sort
alarms based on priority and plant area origin if so desired. To facilitate a
quick look at alarm status, a single key will display the three oldest
unacknowledged alarms on a subscreen area without disturbing the displayed
custom control graphic. Alarm messages are prioritized as: status, maintenance,
operational, and trips.

The WDPF graphics displays eliminate the need for a hard-wired alarm annunciator
panel. The alarm annunciator graphic contains 80 alarm "windows" to provide
visual backup to all initial unit alarms being printed on the alarm summary. It
is expected that one CRT display will be dedicated to the alarm graphic.

The WDPF graphics also eliminate the need for a mimic panel. Both high level and
detailed P&ID type displays provide the operator a clear understanding of the
process. Process schematics are overlayed with realtime data to maximize
operator's knowledge of system performance.


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"Tree Structure" graphics arrangement

WDPF graphics are arranged in a hierarchical or tree structure starting with the
unit overall performance summary with branching into each major component, CT,
HRSG and ST. Successive displays show additional detail down to the component
level for critical items.

The following table summarizes the typical distribution of plant graphic
display:

TYPICAL PLANT GRAPHIC DISPLAYS

                                                       QUANTITY

GRAPHIC DESCRIPTION                                    ESTIMATED

Plant level summary                                    1

Steam Turbine Supervisory Instrumentation              5

GT/G control                                           10

ST/G control                                           5

Boiler, Feedwater, Burner Management System, Etc.      2-5

BOP including Cooling Tower, Condensate                5-10
Pumps, Medium and Low Voltage Electrical
Equipment, etc.

Condenser                                              2

Switchyard                                             1

WDPF equipment located in the main control room include:

1.    Two operators' consoles

2.    One engineer's console

3.    Historical data storage and retrieval drop and logger console


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Local Control System Drops

Some control system drops that perform local control functions and communicate
with other control system drops and the central control room operator consoles,
through the WESTNET II Data Plus Highway, are located locally in the plant.

A.    At each CT Electrical Package:

      1.    Three redundant DPU drops for CT control with Low NO(x) and
            associated CT Local Equipment Panel.

B.    At the remote equipment room:

      1.    Two redundant DPU drops for Balance of Plant equipment control.

      2.    Two redundant DPU drops for ST controls and associated Steam Turbine
            supervisory instrumentation cabinet.

      3.    Two redundant DPU drops for each HRSG control.

      4.    One redundant DPU drop for Switchyard control

C.    Local instrument panels are located throughout the plant containing
      transmitters, converters and transducers related to control and monitoring
      of the various processes.

D.    Balance of plant packages such as: The demineralizer, air compressor
      system, gas compressors, burner management, sampling system, waste water
      treatment system, etc. will have the supplier's standard controls and will
      be interfaced to the plant control for supervisory purposes.

Distributed Processing Units (DPU's):

Each of the DPU's contains control processors and field I/O circuit cards.
Various I/O cards are used to interface to field devices depending on the nature
of the electrical interface signal [voltage, current loop, frequency, contacts,
digital voltage level] and provide "on card" signal processing, calibration, and
fault diagnostics. The DPU's are 125 volt DC powered (except


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for remote I/O cabinets which are 120 V AC powered) and incorporate redundant
power supplies for both the control processors and I/O card cages. Field
redundancy is achieved by multiple sensors and controls which are interfaced to
separate I/O circuits within the DPU I/O section.

Fault tolerance through redundancy is achieved by two general methods: (1)
redundant sensors and controls and (2) various tests for process variable limits
and sensor signal reasonableness. For example, signals from current loop
transducers are tested for a reasonable value of the process variable
[reasonable data] and also for the value of the electrical signal itself [is the
loop current less than 4 milliamperes or greater than 20 milliamperes]. Once the
primary sensor data has been received and tested, it is assigned a quality value
which is used by validation and selection algorithms such as quality averaging
and median selection to derive a selected and validated value for a process
variable.

This approach is typically used throughout the design of the control system in
validation of sensor data to detect alarm conditions and preclude inappropriate
automatic control action. Faults detected in the validation process are used to
reject questionable data from further processing and generate alarm conditions.

Redundant Processor with Identical Hardware and Software

Each of the redundant processors are identical in terms of hardware and software
and they are configured as partners. One partner is initialized as on-line
control and the other as on-line backup. Each processor continuously executes a
number of self-diagnostics and also interrogates the partner control processor.
Any detected fault is alarmed to the operator and an alarm in the designated
on-line control results in immediate and automatic transfer to the designated
backup.


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Data Logging

Plant logs are provided for by the logger. The logger function is provided in
the HSR console and uses the HSR printer. Software on the ECON is used to
generate the logger data base. Logs can be one of two types: periodic or event.
Processing of periodic logs requires definition of points to be logged, interval
at which the points are to be sampled, and the number of samples to be stored
for each print-out. Event logs require definition of sample interval, number of
pre-event samples to be listed, and number of post event samples to be listed.
Also defined is the event or events which trigger the log. As programmed on the
Combined Cycle control system, one periodic log is generated every eight hours.
Various event logs are generated on the turbine start-to-load cycle and on
various upset conditions such as protective load runbacks and turbine trips. Log
definition is quite simple and easily expanded should the user so desire.

Sequence of Events Data

An additional feature of the logger, which requires no special programming, is
the sequence of events [SOE] log. This feature works in conjunction with the
special SOE type QSE Input cards. One 16 input card is provided for each
turbine-generator set, mounted in the associated DPU cabinet.

The QSE card is a purpose built digital input card which has high resolution
time-keeping circuitry. When an input to the QSE card goes into its defined
alarm state, the QSE card time tags the event to the closest 1/8 millisecond of
system time and transmits the point record to the logger. When the logger
receives an SOE alarm, the data is buffered while the logger waits for
additional SOE alarms. When no additional SOE alarms have been received for a
preset period of time, the buffer is sorted based on the time tags and posted to
the printer. Since this is a WDPF system wide feature, the SOE log sequence is
independent of which DPU the SOE alarm originated. If the contact propagation
delay between the actual event and the closure of the contact is known, this
delay may be programmed into the point data base record as a time offset.


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Fault Tolerance

The overriding design goal of the control system is to be fault tolerant where
practical.

CONTROL PHILOSOPHY

The following control philosophy is used on individual major components and
systems. This control philosophy permits efficient plant operation with one
control room operator plus two roving plant operators.

Sufficient operator interface devices are provided at the central control room
consoles to permit safe startup/operation and rapid operator response to plant
anomalies.

It shall be necessary for the roving operator to place some auxiliary equipment
into operation manually at the equipment location or at a motor control center
in order to establish ready-to-start status.

The control system provides sufficient protective features to insure safe
operation. The system has built-in logic and circuitry to alarm, annunciate and
trip as a result of any abnormal operating condition. Logic is employed to
provide interlocks wherever it will improve plant availability and will prevent
the operator from exceeding design limits.

Major safety protection systems are provided independently from the basic
control system, such as overspeed trips, reverse current trip of the generator,
etc. The use of such protection systems is in accord with accepted power plant
practices. Manual trips are provided for all energy input components; e.g., fuel
and steam valves.

Combustion Turbine Control

The combustion turbines are controlled and monitored from the central control
room. The combustion turbine startup is performed after the proper auxiliaries
have been started manually.

Each combustion turbine is controlled by three redundant DPU's (exact quantity
of DPU's to be confirmed during project design phase) located in the electrical
package. These DPU's


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contain the required I/O and logic to allow proper control and monitoring of the
operation of the associated combustion turbine, including the dry low NO(x)
combustion system.

The local equipment panel, also located in the electrical package, houses the
Bently-Nevada vibration monitor, the electronics for flame out detection, the
emergency trip push-button, the electromechanical counters and timers of the
associated combustion turbine.

The combustion turbine control system is designed to start the combustion
turbine in full automatic mode from cold standby to base load if the operator
desires to do so. The basic control philosophy allows the operator to select
from several pre-start modes. These pre-start conditions are selected through
the graphics in the operator consoles in the control room. These modes are:

o     Fuel type - gas or distillate

o     Voltage regulator mode - auto or manual

o     Synchronizer mode - auto or manual

o     Spin hold - set or clear, will hold the combustion turbine to 900 rpm
      without ignition

o     Synchronization hold - set, or clear, will take the CT up to 3600 rpm and
      hold speed until the hold is cleared

o     Load control - minimum load or base load, will either hold the load to
      preselected MW or will go to the unit selected base load (temperature
      control)

After these modes have been selected, the operator depresses one button on the
operator's keyboard and the combustion turbine automatically goes through all
the sequences and sequence checks to safely come to synchronous speed. If the
operator had selected automatic synchronization and base load, the turbine will
be automatically sychronized and ramped to base load at the rate dictated by the
boiler.

From this point to Base Load, the following automatic steps are taken.


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o     Trigger start condition event log.

o     Overlay start sequence display window over pre-start selects.

o     Test emergency lube and seal oil pumps. Alarm on fault.

o     Engage start device.

o     Verify minimum cranking speed, trip on fault.

o     Disengage turning gear, enable vibration monitor.

o     Verify ignition speed, trip on fault.

o     Open overspeed fuel isolation valve, trip on fault.

o     Igniters on, open pilot fuel isolation valve, start light off verification
      timer, trigger light off event log.

o     Verify ignition, trip on fault, overlay start sequence display window with
      fuel flow and speed trend window.

o     Engage start ramp, trigger acceleration event log.

o     Engage acceleration monitor, alarm on low acceleration, trip on extra low
      acceleration.

o     Accelerate turbine.

o     De-energize starting motor.

o     Engage blade path spread monitor. Alarm on high spread trip on extra high
      spread.

o     Disengage acceleration monitor.

o     Transition from start ramp to speed reference control. Continue
      acceleration on closed loop speed control.


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o     Close bleed valves.

o     Close generator field breaker.

o     Synchronous speed achieved.

o     If the synchronizer is set to auto, track raise/lower from synchronizer.
      If the synchronizer is set to manual, track raise/lower from operator
      keyboard.

o     Switchyard breaker closes, enable megawatt control function to pick up
      minimum load, trigger loading event log.

o     Minimum load achieved. If the selected mode is speed/load follow, the
      operator uses the keyboard, raise/lower functions (lower is disabled at
      minimum load). If the selected mode is temperature, the system will
      increase generator load at the designated load rate until exhaust
      temperature reaches the safe limit.

In the event that there is a trip along the ramping or loading of the turbine,
the WDPF self-diagnose feature will capture the fault and display it. The
operator must fix the fault and clear the trip.

Many variations on the above sequence are possible. For example, if partial load
operation is described, the operator could select speed/load control at start up
and hold the raise button down after breaker closure. An alternate method is to
select temperature control mode which will load the machine automatically and
then select speed/load control mode when the desired load point is reached.
Another method would be to load the machine in temperature control mode and
select load hold at the desired load point. The difference between these two
methods is that in speed/load control mode, the operator can adjust the load
point with the raise/lower control pushbuttons while in temperature control mode
the operator raise push-button is disabled. Raising the load point in
temperature control mode is accomplished by clearing the load hold by depressing
the GO push-button.


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Combustion Turbine Protection

The WDPF control system provides machine protection in two methods. The first
method is alarm condition annunciation which implies operator intervention.
Alarms of this priority indicate operational faults which are not severe enough
to warrant automatic adjustment of the current operation point. The second
method are automated actions which affect the current operation point. The
severity of the fault determines the type of action to be activated. These
actions will be one of the following types:

o     Fuel Hold. Fuel hold is a protective measure which is engaged if a high
      fuel nozzle differential pressure is detected (usually during start up and
      acceleration) or from a higher than normal combustor shell pressure
      indication with steam injection on. Fuel hold is annunciated to the
      operator and clears automatically when the fault condition is removed.

o     Auto Unload. Auto unload is a protective measure which is activated on
      high blade path temperature spread or high average temperature. Control
      action will reduce load until the fault condition clears. If minimum load
      is reached, the generator breaker is opened and the turbine held at
      synchronous speed for cool down and then tripped. This condition is
      annunciated to the operator and cannot be defeated.

o     Switchyard Breaker Trip. Switchyard breaker trip results from generator
      faults which are recoverable such as reverse power, voltage regulator
      trips, voltage balance functions. Control action is to open the generator
      breaker and hold the turbine at synchronous speed. Control action is
      annunciated.

o     Fast shutdown/load dump. These control actions both trip the switchyard
      breaker immediately and also shut down the turbine. They differ only in
      the length of time between opening the breaker and turbine trip. These
      actions are taken based on both generator faults such as ground faults and
      turbine faults such as very high blade path temperature spread or severe
      over/under speed with the breaker closed.


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o     Trip. This control action trips the switchyard breaker and all fuel valves
      simultaneously when severe faults such as extra high vibration, extra high
      temperature, machine limit overspeed are exceeded.

The above simplified examples of protective control are typical of most
installations and for the sake of briefness are not complete descriptions.

Combustion Turbine Redundancy

Instrument and controls redundancy is based on the following approach:

1.    Process variables used only for display of information will normally have
      a simplex sensor.

2.    Any process variable used for machine control normally uses duplex
      sensors.

3.    Any process variable used for tripping or control actions that
      significantly affect machine output are typically duplex. One exception
      would be lube oil supply monitoring which uses a triplex 2 out of 3 voting
      scheme.

4.    Vibration monitoring is not redundant on the bearing caps. However, each
      of the bearings utilize X and Y vibration probes.

HRSG Control

The High, Intermediate and Low Pressure Drums level control will be provided by
feedwater control valves. Single element control is provided for startup and
three-element control for normal operation.

High Pressure Superheater and Reheater Temperature control will be done with
desuperheater attemperation control valves. The Low Pressure Steam Turbine
induction steam line will contain a vent with automatic pressure control valves.

Superheater outlet valves as required by ASME code will be provided. Operator
controls (open/close) for block valve operation will be provided from the
control room console.


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Steam Turbine Bypass Control

A 100% HP steam turbine bypass system is provided. Each bypass valve is
controlled by the DCS to maintain the HRSG HP water carryover pressure prior to
steam turbine start-up. The bypass control system sequences the HP bypass valves
closed as the steam turbine is loaded. Steam temperature control is provided to
desuperheat the HP steam before it goes to the cold reheat piping section.

A 100% IP shall supplement cold reheat. The hot reheat bypass valve is
controlled by the DCS to maintain pressure prior to steam turbine operation. The
steam flow out of the hot reheat bypass valve is sent to a desuperheater where
it is cooled prior to going to the condenser.

A 100% LP steam turbine bypass system is also provided. Each bypass valve is
controlled by the DCS to maintain the HRSG LP water carryover pressure prior to
steam turbine operation. The steam flow out of the LP bypass valve is sent to a
desuperheater where it is cooled prior to going to the condenser.

Steam Turbine Control

The steam turbine is controlled and monitored from the central control room. The
steam turbine startup is performed after the proper auxiliaries have been
started manually and proper steam conditions are established in the HRSG.

The steam turbine is controlled by two redundant DPU's. The first contains the
required logic to perform the Operator Automatic and Overspeed Protection
functions. These include speed and load control by modulation of the governor
valve actuator. HP drum carryover pressure is maintained at a minimum level by
limiting the opening of the governor valve. The IP drum carryover pressure is
maintained by controlling the intercept valves. The LP drum carryover pressure
is maintained by controlling the induction valve. A throttle pressure limiter is
used to prevent water from entering the turbine. The load drop anticipator and
overspeed protection controller prevent overspeed of the steam turbine upon
sudden loss of load.


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FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

The second DPU performs steam turbine generator auxiliaries control and
monitoring functions. These include drain valve control, voltage regulator
control, gland steam control, exhaust hood spray control, and automatic turning
gear control. An alarm is generated if predefined operating limits are exceeded
for any of these inputs. In addition, a graphical representation of each turbine
and auxiliary system is provided to allow the operator to monitor the status of
these systems. All monitored turbine-generator data are available over the WDPF
data highway and can be used by other drops for plant performance monitoring,
historical storage and retrieval, or any other desired function.

The Emergency Trip System (ETS) provides a fast, accurate and effective means of
protection against critical situations which might cause damage to the unit if
it is not immediately taken out of service. The system continuously monitors
critical turbine parameters on a multi-channel basis. If the parameters exceed
the limit of safe turbine operation, all steam valves will close, tripping the
unit. The following parameters are monitored:

o     Turbine Overspeed

o     Excessive Thrust Bearing Wear

o     Low Bearing Oil Pressure

o     Low Condenser Vacuum

o     Remote Trip

o     High Vibration

The entire system is designed for high reliability through the use of redundant
components, including three overspeed channels and redundant hard-wired trip
logic.

The Turbine Supervisory Instrumentation (TSI) system is a reliable multi-channel
monitoring system that continuously measures the mechanical operating parameters
of a turbine


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<PAGE>

--------------------------------------------------------------------------------

generator shaft and case. The system displays machine status, provides outputs
for recorders, and initiates alarms when preset operating limits are exceeded.

The following parameters are monitored or measured by the TSI system:

o     Relative rotor vibration (two plane)

o     Peak-to-peak and direct (instantaneous) eccentricity

o     Relative axial position of the rotor thrust collar with respect to the
      thrust bearing support (rotor position)

o     Axial rotor growth between rotating and stationary parts (differential
      expansion)

o     Zero speed indications for engaging turning gear

The TSI system consists of racks of Bently Nevada Corporation 3300 series
instruments and transducers with associated wiring. Transducers include probes
connected to proximitors. Power input wiring and transducer field wiring are
supplied and installed by the project constructor.

The instrument racks are mounted in the TSI and Emergency Trip System Cabinet.
Transducers are mounted to observe shaft markers, collars, and other machine
surfaces. Each probe is connected by a coax extension cable to an associated
proximitor.

The proximitors are located near the probes and are connected to corresponding
rack signal modules by shielded field wiring. The system keyphasor transducer is
connected to the Power Supply Module in each Rack that contains vibration
monitors.

The instrument racks hold a power supply, the system monitor, and the TSI
monitors. Relay modules and signal modules are located at the rear of each rack.
Relay modules connect to external alarm annunciation devices, and signal modules
connect to associated transducers and recorders. A module containing the power
supply signal and power inputs is also located in each rack.


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<PAGE>

--------------------------------------------------------------------------------

Operator Automatic System

Operator automatic is the normal mode of operation for the system. The operator
automatic portion of this system is implemented using the Operator's console in
the central control room.

Through the Operator's console, the system accepts a speed or load target as
well as a selected rate. The operator entered target and rate are checked to
ensure that they will not cause any damage to the unit before they are accepted.
These checks include verification that the speed target is not in a known blade
resonance range, that the rate does not violate the maximum allowable rate as
dictated by the turbine mechanical design, and other criteria.

After a rate and target have been accepted, the operator can start or stop the
speed or load ramp through the panel/CRT interface. The OPERATOR AUTO section
will calculate a valve position demand and pass this setpoint onto the servo
cards. The operator can revert control bumplessly (without change in turbine
valve position) to the manual mode at any time by pressing one button. If a
malfunction is detected in the operator automatic logic, control is bumplessly
and automatically transferred to the backup processor.

Some of the functions performed by operators include:

-     placing the speed feedback loop in/out of service

-     placing the megawatt feedback loop in/out of service

-     selecting the control mode (operator automatic, remote or automatic
      synchronizer)

-     entering a speed/load target

-     entering a speed/load rate

-     performing a valve test on all inlet stop valves (MSV, RHS and
      Interceptor)

-     adjusting the valve position limit


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<PAGE>

--------------------------------------------------------------------------------

Condensate and Drum Level Control

Hotwell level control is provided via modulation of makeup water flow with
hotwell feedback.

Three 50% condensate pumps are provided for supply of condensate from the
condenser hotwell to LP drum. The condensate system shall provide control valve
will have three-element (LP) drum level controls.

A two combined high pressure and intermediate pressure boiler feed pump takes
suction from the LP drum. It provides feedwater to the HRSG IP and HP drums.

Remote Start/Stop for Pumps

Condensate and boiler feed pumps start-stop capability is provided in the
central control room Operator's consoles using control graphic pushbuttons.

PLANT OPERATION AND STARTUP

The sequence of startup varies only slightly depending upon whether the turbine
is cold, warm or hot.

The startup sequence is as follows:

1.    Place the combustion and steam turbines on turning gear.

2.    Start the HRSG water cycle prior to combustion turbine ignition.

      o     Open all drains.

      o     Check hotwell water level.

      o     Start condensate pump.

      o     Check low pressure drum water level.


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--------------------------------------------------------------------------------

      o     Start boiler feed pump.

      o     Check Intermediate pressure drum for prestart water level.

      o     Check high pressure drum for prestart water level.

      o     Place all HRSG control valves into automatic mode.

      o     Check water chemistry.

3.    When all HRSG trips have been cleared and the water cycle has been
      started, then the combustion turbine may be started.

      o     Place all combustion turbine motor controls into automatic mode.

      o     Start condenser circulating water pumps and cooling tower fans.

      o     Start the combustion turbine.

            -     The turbine will be accelerated up to ignition speed by the
                  starting motor.

            -     Ignition will be automatically sequenced and the turbine will
                  be accelerated up to synchronous speed.

      o     Automatic and manual synchronization modes are provided for operator
            selection use.

      o     The combustion turbine may be loaded at normal loading rates.

      o     Inlet guide vanes are automatically positioned for heat rate
            optimization and steam temperature control.

      o     Normal startup operations will sequentially start the combustion
            turbine/HRSG set with steam cycle startup as discussed below.

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<PAGE>

--------------------------------------------------------------------------------


4.    Steam Cycle Startup

      o     The HRSG startup will proceed with minimum operator supervision as
            the combustion turbine is loaded.

      o     Steam pressure will rise first in the high pressure drum and the
            intermediate pressure drum then in the low pressure drum.

      o     Steam will be provided from intermediate pressure drum for
            combustion turbine transition cooling.

      o     When the HRSG is started, steam flow at low pressure is used to warm
            the main steam header.

5.    Steam Turbine Startup

      o     Initial steam flow bypasses the steam turbine via the ST bypass
            valves.

      o     When adequate header steam pressure is available, the gland steam
            pressure regulator is activated.

      o     Air-ejectors are put into service after gland steam pressure is
            established.

      o     The steam temperature will be automatically controlled by the HRSG
            superheater and reheater temperature control. Temperature is
            maintained in the operational bank required to match the steam
            turbine rotor for turbine roll off turning gear and acceleration.

      o     The operator initiates steam turbine acceleration to the prescribed
            schedule.

      o     The steam turbine will normally be loaded under sliding pressure
            drum pressure control. The control system will provide an adaptive
            sliding pressure throttle pressure control.


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<PAGE>

--------------------------------------------------------------------------------

      o     If the steam turbine rotor is cold prior to startup, a heat soak may
            be required.

WDPF INTERFACE PROVISIONS

Automatic Generation Control

Automatic Generation Control (AGC) will be provided for each combustion
turbine-generator and for the steam turbine-generator. AGC allows for limited
control of the power plant from a remote dispatch facility or a system operating
center.

The AGC system will provide input/output (I/O) data or command exchange for the
following types and quantities of signals.

 6 - Momentary digital inputs

 5 - Maintained digital inputs

14 - Maintained digital outputs

 2 - Analog outputs

NORMAL SHUTDOWN

Combustion Turbine shutdown is initiated with a single push-button operation.
When "Normal Stop" is selected, the WDPF control system will reduce generator
load at the designated load rate. When minimum load is reached with normal stop
selected the generator breaker is opened and the turbine is held at synchronous
speed for a three minute cool down period. After the cool down period, all fuel
valves (throttling and isolation) are closed and the turbine coasts to stop at
which time the turning gear is engaged.

Normal stop can be cleared at any time by pressing the keyboard GO push-button.
This feature allows the normal stop push-button to be used to automatically
lower generator load in part load operation.

MINIMUM DISPATCH LOAD


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<PAGE>

--------------------------------------------------------------------------------

Traditionally, the Combustion Turbine Emissions permit level has been the
limiting factor in determining the minimum load for a combined cycle power
plant.

Without considering permitted emissions level as the limiting factor, the
minimum dispatch load becomes the lowest stable load at which a plant can be
operated on Automatic Generation Control (AGC). AGC requires that the entire
combined cycle plant is placed in automatic mode. This means that the Plant
Control System, the combustion turbines, and the steam turbine (with the
Throttle Steam, HRH Steam, IP Steam and LP inductions in service) are
automatically controlled.

For the plant to support fully automatic operation in combined cycle, the steam
turbine must be at 25% of its rated capacity. Stable operation with the throttle
steam, reheat steam, intermediate pressure steam and low pressure steam systems
are not fully commissioned and in a controllable state to support automatic mode
until 25% load has been reached. Until 25% steam turbine load is reached the
Plant Control System and the plant operators are trying to stabilize pressures
in the boiler(s) drums, initiate low pressure induction steam to the steam
turbine among other operational considerations.


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FINAL ISSUE - OCTOBER 30, 1998

<PAGE>


                                                             Acoustics
                                                        ------------------------
                                                        ========================
<PAGE>

--------------------------------------------------------------------------------

                                    Acoustics

--------------------------------------------------------------------------------

NEAR FIELD SOUND LEVELS

90 dB(A) Average Near Field Sound Level

Measured at One (1) Meter (3 Feet) from Major

Component Surfaces

The spatially averaged near field A-weighted sound level resulting from the
operation of the two-on-one (2 X 1) combined cycle plant consisting of two (2)
501G combustion turbines and one (1) steam turbine shall be 90 dB(A) or less, in
a free field environment, when measured on the near field source envelope
contour located one (1) meter (3 feet) from major surfaces of equipment and/or
enclosures, at a height of one and one-half (1.5) meters (5 feet) above the
ground or floor level for the combustion turbines, as shown in Figure 1, one and
one-half meters (5 feet) above the operating platform for the steam turbine
generator, as shown in Figure 2, and one (1) meter (3 feet) from major surfaces
of the cooling tower and circulating pumps at a height of one and one-half (1.5)
meters (5 feet) above the ground as shown in Figure 3. The plant operating
conditions shall be with the combustion turbines and steam turbine operating at
steady state base load conditions, exclusive of transients, startup and
shutdown, steam bypass, atmospheric venting, and other off normal and emergency
conditions, the sound level contributions of equipment not supplied under this
contract, and when measured using a procedure based upon the Siemens
Westinghouse Sound Test Procedure Principles. Appropriate corrections, in
accordance with the Siemens Westinghouse Sound Test Procedures Principles
document and recognized industry standards, shall be made to the operating
equipment near field sound level measurements. The acoustical guarantee applies
strictly to the equipment shown to be located within the indicated source
envelope contours and is exclusive of equipment which may be added to the
Siemens Westinghouse scope at a later date or which may be located within the
vicinity of the indicated source envelope contours.


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FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

   [Drawing: Figure 1 501G Combined Cycle Near Field Source Envelope Contour]


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FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

      [Drawing: Figure 2 Steam Turbine Near Field Source Envelope Contour]


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Proprietary Information            Page 3                  AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

      [Drawing: Figure 3 Cooling Tower Near Field Source Envelope Contour]


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Proprietary Information            Page 4                  AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

                              FAR FIELD SOUND LEVEL

63 dB(A) Average Sound Level

Measured at Four-hundred (400) Feet (122 Meters) From The Sound Source Envelope

The spatially averaged A-weighted sound level resulting from the operation of
the Siemens Westinghouse scope-of-supply equipment shall be 63 dB(A) or less, in
a free field environment, when measured at a horizontal distance of four hundred
(400) feet (122 meters) from the equipment sound source envelope as shown in
Figure 4 below, at a height of five (5) feet (1.5 meters) above ground level
over flat unobstructed terrain in a free field environment, with the combustion
turbines and steam turbine operating at steady state base load conditions,
exclusive of transients, startup and shutdown, steam bypass and other off normal
and emergency conditions, contributions of equipment not within the Siemens
Westinghouse scope of supply, and when measured using a procedure based upon the
Siemens Westinghouse Sound Test Procedure Principles. The sound source envelope
for far field sound level measurements is defined as the smallest rectangle
completely enclosing all of the equipment included in the Siemens Westinghouse
Scope of Work. Appropriate corrections, in accordance with the Siemens
Westinghouse Sound Test Procedures Principles document and recognized industry
standards, shall be made to the operating plant far field sound level
measurements.

The far field average sound level is a function of the plant general arrangement
and site location within the property boundary. Therefore, any revision in the
Project scope of supply, equipment general arrangement, or the location of the
Project site within the property boundary as shown in the Siemens Westinghouse
Preliminary drawing G5010212 Revision 12 and as shown in Figure 4, as the
Project develops will require evaluation and may require revision to the far
field sound levels and the sound level warranty.

Furthermore, while the plant design is consistent with achieving an average far
field sound level of 50 dB(A) or less at the AES and Parson's identified
location RP-3 as located on Parson's Drawing AESI-I-DW-110-002-002 Revision A
dated 2-25-98, this far field location and the 50 dB(A) sound level are excluded
from the far field sound level warranty.


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FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

              [Drawing: Figure 4 Far Field Measurement Locations]


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FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

--------------------------------------------------------------------------------

SOUND LEVEL COMPLIANCE TESTING

All acoustic compliance testing will conform to the "Siemens Westinghouse" Sound
Test Procedures Principles Document, 21T5672. The Siemens Westinghouse procedure
generally conforms to recognized industry standards such as ANSI S12.36, ANSI
S12.34, ANSI B133.8 and ISO 6190. The sound test procedure will define the
environmental correction factors and test margins expressed as instrumentation
tolerance and measurement uncertainty applicable to A-weighted sound levels.


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Proprietary Information            Page 7                  AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

                                                         General Arrangement
                                                     ---------------------------
                                                     ===========================

<PAGE>




                              [DIAGRAM - LEGEND]



<PAGE>

                                                     Flow Diagrams
                                               ---------------------------------
                                               =================================
<PAGE>

[*]   The following 48 pages have been omitted and filed separately with the
      Securities and Exchange Commission as part of a Confidential Treatment
      Request.

<PAGE>
                                                     Electrical Diagrams
                                               ---------------------------------
                                               =================================
<PAGE>

[*]   The following 5 pages have been omitted and filed separately with the
      Securities and Exchange Commission as part of a Confidential Treatment
      Request.


<PAGE>
                                                   Control System Diagram
                                               ---------------------------------
                                               =================================


<PAGE>


                       [CHART:  Control System Diagram]

<PAGE>

                                                     Water Balance Diagram
                                               ---------------------------------
                                               =================================


<PAGE>


                [CHART: Attachment A Conceptual Flow Diagram]

<PAGE>


                [CHART: Attachment B Conceptual Flow Diagram]

<PAGE>


                                                     Gas Fuel Specification
                                               ---------------------------------
                                               =================================
<PAGE>

[*]   The following fifty-four (54) pages have been omitted and filed separately
      with the Securities and Exchange Commission as part of a Confidential
      Treatment Request.


<PAGE>

                                                     Raw Water Analysis
                                               ---------------------------------
                                               =================================
<PAGE>

               BASIS FOR DESIGN OF COOLING AND CYCLE MAKEUP WATER
                       TREATMENTS SYSTEM FOR AES IRONWOOD

The following information and data shall be used as the design basis for the
water treatment systems for AES Ironwood.

INFLUENT WATER

The water source for the plant is assumed to by a mixture made up 50% with water
from the Pennsy Quarry and 50% from the POTW. The maximum use of either of the
sources in any case shall be 1500 gpm.

The chemical analysis of each of these sources is as follows:


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Proprietary Information              Page 1                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Constituent, mg/l                             POTW            Quarry                Makeup
except as noted                                                                    Mixture
------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                   <C>
pH, standard units                             7.2               7.7                   7.5
------------------------------------------------------------------------------------------
Specific Conductance, 25C,uS/cm                773               534                   654
------------------------------------------------------------------------------------------
Total Suspended Solids, ppm           less than 10      less than 10          less than 10
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
P-alkalinity, as CaCo3                           0                 0                     0
------------------------------------------------------------------------------------------
M-alkalinity, as CaCO3                          45             237.9                 141.5
------------------------------------------------------------------------------------------
Sulfur, total as SO4                            92                68                    80
------------------------------------------------------------------------------------------
Chloride, as C1                                 69              18.5                  43.8
------------------------------------------------------------------------------------------
Phosphate, Total as PO4                        2.6                 0                   1.3
------------------------------------------------------------------------------------------
Nitrate, as NO3                                132                 0                    66
------------------------------------------------------------------------------------------
Silica, Total as SiO2                          8.6               9.4                     9
------------------------------------------------------------------------------------------
Calcium, Total as CaCO3                        166               221                 193.5
------------------------------------------------------------------------------------------
Magnesium, total as CaCO3                       38                87                  62.5
------------------------------------------------------------------------------------------
Sodium as Na                                    54              10.8                  32.4
------------------------------------------------------------------------------------------
Aluminum, Total as Al                            0               0.3                  0.15
------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------
Barium as Ba                                     0             0.039                  0.02
------------------------------------------------------------------------------------------
Boron as B                                    0.33                 0                 0.165
------------------------------------------------------------------------------------------
Iron, Total as Fe                              0.3              0.38                  0.34
------------------------------------------------------------------------------------------
Manganese, Total as Mn                       0.076             0.014                 0.045
------------------------------------------------------------------------------------------
Potassium as K                                14.8               2.8                   8.7
------------------------------------------------------------------------------------------
Strontium as Sr                               0.12               0.5                  0.31
------------------------------------------------------------------------------------------
Vanadium as V                                    0             0.016                 0.008
------------------------------------------------------------------------------------------
Zinc, Total as Zn                            0.035                 0                 0.018
------------------------------------------------------------------------------------------
</TABLE>


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Proprietary Information              Page 2                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998
<PAGE>

Significant flows for use or consumption in the plant and processes are as
follows:

      Cooling tower evaporation : 2615 gallons/minute
      Cooling Tower drift: 7 gpm
      Evaporative combustion air cooler: 100 gpm
      Steam cycle losses, including boiler blowdown: 44 gpm
      Other minor losses will occur as moisture in solids streams from Zero
        Discharge units and softeners if supplied.

The above constitute consumption for the base case which assumes natural gas as
fuel.

In the case of oil firing, for a period limited to a maximum of 40 days per
year, an additional consumption of demineralized water up to a maximum of 500
gpm is assumed.


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Proprietary Information              Page 3                AES IRONWOOD CONTRACT
FINAL ISSUE - OCTOBER 30, 1998


<PAGE>

                                                          Generator Curves for
                                                          Ironwood Project
                                                    ----------------------------
                                                    ============================
<PAGE>

[*] The following seven (7) pages have been omitted and filed separately with
    the Securities and Exchange Commission as part of a Confidential Treatment
    Request.


<PAGE>

                                                CT Inspection Intervals /
                                                Equivalent Operating Hours
                                                --------------------------------
                                                ================================
<PAGE>

[*] The following seven (7) pages have been omitted and filed separately with
    the Securities and Exchange Commission as part of a Confidential Treatment
    Request.


<PAGE>

                                              Econopac Paint Specification
                                              ----------------------------------
                                              ==================================
<PAGE>

                        REFERENCE PAINT SPECIFICATION

Rev.

    Prepared by:   /s/ C. J. Buzard                                  03/08/96
                  ----------------------------------------------   -------------
                   C. J. Buzard, Senior Engineering Technician         Date
                   Environmental Engineering and Services


    Reviewed by:   /s/ F. J. Mendohia                                03/07/96
                  ----------------------------------------------   -------------
                   F. J. Mendolia, Senior Engineer                     Date
                   Environmental Engineering and Services


    Reviewed by:   /s/ A. Moulavi                                    03/08/96
                  ----------------------------------------------   -------------
                   A. Moulavi, Engineer                                Date
                   Environmental Engineering and Services


    Approved by:   /s/ R. A. Putnam                                  03/08/96
                  ----------------------------------------------   -------------
                   R. A. Putnam, Technical Leader                      Date
                   Environmental Engineering and Services


Reference: 21T4306, 21T3456, 21T4628
          ---------------------------
WBS: 198
    -----

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 1 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

Review Level: 5
             ---






--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 2 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                 REVISION SHEET

--------------------------------------------------------------------------------
           REISSUE
REVISION    DATE     SECTION              DESCRIPTION OF CHANGE
--------------------------------------------------------------------------------
   001    07/18/95     All      Original Issue
--------------------------------------------------------------------------------
   002    03/08/96     1.0      Added Note to "Scope". Included combustion and
                                steam turbine auxiliary equipment in Scope.
--------------------------------------------------------------------------------
                       2.0      Added new paragraph to
                                include electrical
                                equipment exemptions.
                                Added HPU to exemptions.
--------------------------------------------------------------------------------
                       3.0      Added Note to 3.1.1.
--------------------------------------------------------------------------------
                       4.1      Added Profile tape to
                                measure Blast Profile.
--------------------------------------------------------------------------------
                                Added note.
--------------------------------------------------------------------------------
                       5.2      Corrected key index 13 to 12.
--------------------------------------------------------------------------------
                       8.0      Added new paragraph for Touch-up Paint
                                instructions.
--------------------------------------------------------------------------------
                       9.0      Add Paragraph on MSDS, Material Safety Data
                                Sheet.
--------------------------------------------------------------------------------
                     Table 1    Corrected field paint key for item #10. Add Item
                                42, EH System.
--------------------------------------------------------------------------------
                     Table 1    Removed Item 39, Line
                                Side and Neutral Cubicle
                                and Item 40, Generator
                                Breaker Enclosure.
--------------------------------------------------------------------------------
                     Table 2    Added Note and "*".
--------------------------------------------------------------------------------
                     Table 2    Added Note, and "Section" to Item 6. Added Items
                                15 and 16.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 3 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                TABLE OF CONTENTS

SECTION                                                             PAGE

REVISION SHEET ....................................................   2
1.0   SCOPE .......................................................   4
2.0   RELATED ITEMS NOT INCLUDED ..................................   4
3.0   CODES AND STANDARDS .........................................   5
4.0   SURFACE PREPARATION .........................................   6
5.0   APPLICATION INSTRUCTIONS ....................................   6
6.0   GENERAL REQUIREMENTS ........................................   7
7.0   QUALITY ASSURANCE REQUIREMENTS ..............................   7
8.0   TOUCH-UP PAINT ..............................................   7
9.0   MATERIAL SAFETY DATA SHEETS (MSDS) ..........................   8
TABLE 1 PRIMERS AND FINISHES ......................................   9
NOTES .............................................................  11
TABLE 2 KEY INDEX .................................................  12

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 4 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

1.0     SCOPE

        1.1     This specification defines the painting requirements as they
                apply to the 501D, 501F, 251B, 701F and 701D combustion turbine
                models and combustion turbine and steam turbine auxiliary
                equipment. This document is for reference only and should not be
                used to order material. Since paint thickness on hot surfaces is
                critical, components should not be refinished for appearance.
                Damaged surfaces should be repaired only at the damaged site.
                This specification includes but is not limited to the following:

                Note:   Should there be a conflict between this specification
                        and those referenced herein, this specification governs.

                1.1.1   Shop cleaning and priming of exposed surfaces

                1.1.2   Coating of machined surfaces for protection during
                        shipment

                1.1.3   Furnishing touch-up finish paint for shop finished
                        equipment

                1.1.4   Field finishing as required (see Section 5.2)

2.0     RELATED ITEMS NOT INCLUDED

        2.1     This specification does not include painting requirements for
                the following:

                2.1.1   Tank and equipment linings

                2.1.2   Pipe and valve linings, except as specifically
                        identified

                2.1.3   Surfaces for immersion service

                2.1.4   Power or Excitation Transformers, Excitation Cubicles,
                        Neutral Grounding Cubicles, Generator Breaker
                        Enclosures, Lineside Cubicles, and Excitation Busses.

                2.1.5   Hydraulic Pump Unit (HPU)

        2.2     The following shall not be shop painted:

                2.2.1   Nameplates

                2.2.2   Surfaces to be embedded in concrete, unless otherwise
                        specified

                2.2.3   Machined surfaces except for special protective
                        application (see Section 5.3)

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 5 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                2.2.4   Areas of surfaces within four inches of edges to be
                        field welded except for special protective coating
                        application (see Section 5.4)

                2.2.5   Items made of galvanized steel, stainless steel,
                        aluminum, bronze, copper, or other non-ferrous
                        materials, unless otherwise specified.

                2.2.6   Expansion joints

                2.2.7   The interior of liquid fuel and natural gas piping

                2.2.8   Machined external moving parts of the Inlet Guide Vane
                        (IGV) assembly

3.0     CODES AND STANDARDS

        3.1     The following codes and standards are incorporated as a part of
                this specification. The latest edition, revision, or effective
                date shall be used except where specified.

                3.1.1   Steel Structures Painting Council (SSPC) Steel
                        Structures Painting Manual, Volume 2, Systems and
                        Specifications, specifically:

                        SP 1              Solvent Cleaning

                        Note:   Solvent cleaning, SSPC-SP1, is not a suitable
                                surface preparation if mill scale is present. If
                                SP1 is to be used, the Vendor must insure that
                                the mill scale is removed and the surface
                                profiled to meet the conditions of Section 4.0
                                of this specification.

                        SP 2              Hand Tool Cleaning

                        SP 3              Power Tool Cleaning

                        SP 5              White Metal Blast Cleaning

                        SP 6              Commercial Sand Blast Cleaning

                        SP 10             Near-White Blast Cleaning

                        PA 1              Shop, Field and Maintenance Painting

                3.1.2   U.S. Government Military Specification for Corrosion
                        Preventative Compound, Solvent Cutback,
                        Cold-Application. MIL-C-16173

                3.1.3   American National Standards Institute (ANSI) A159.1

        3.2     The following Westinghouse specifications are incorporated as a
                part of this specification. The latest edition, revision, or
                effective date shall be used except where specified.

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 6 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                3.2.1   21T5802 Supplier Quality Requirements

                3.2.2   21T5673 Supplier Data Requirements

                3.2.3   83603HA Process Specification, Gray Enamel Finish

                3.2.4   83603QA Process Specification, Inorganic Zinc Finish

                3.2.5   83342WZ Process Specification, Protective Painting
                        System for Corrosion and Oxidation Resistance for Gas
                        Turbine Components

4.0     SURFACE PREPARATION

        4.1     In general, all structural and miscellaneous steel, including
                enclosures, inlet ductwork, exposed piping and carbon steel
                exposed to inlet air shall be cleaned prior to coating in
                accordance with SSPC-SP 6 or SSPC- SP 10. Refer to Table 1 for
                specific requirements. The blast profile shall be 1-2 mils as
                measured with a Keane-Tator Surface Profile Comparator or
                equivalent. A surface profile tape can also be used to measure
                surface profile. (Press-O-Film tape developed by TESTEX, Inc. is
                an example; equivalents are also acceptable.)

                Note:   Do not confuse "Blast Profile" with "Blast Cleaning".
                        Blast profile is a depth measurement of the blast
                        cleaning process.

        4.2     Blast cleaned surfaces shall be primed within 8 hours to prevent
                rusting. If high humidity exists, the surface shall be primed as
                soon as possible.

5.0     APPLICATION INSTRUCTIONS

        5.1     Silicone Acrylic Enamel Finish

                Thin the first coat with #1131 thinner at a rate of 20% (see Key
                Index #4). Xylol may be used as an emergency substitute. The
                surface may be repainted in 4-6 hours under normal conditions.
                In the event of high humidity, wait 12 hours or overnight before
                repainting. The total finish (two coats) shall be 3 mils (dry).
                CAUTION: DO NOT PAINT METAL THAT IS DAMP OR IN TEMPERATURES
                BELOW 50 degrees F. Refer to the specific paint Material Safety
                Data Sheets and SSPC-PA 1 for the proper spray equipment and
                procedures for paint application.

        5.2     Zinc Primed Enclosure Interior Walls - Field Finishing

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 7 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                When the auxiliary equipment enclosures are erected at the
                installation site, portions of the exterior of the enclosures
                fit into cutouts of mating units, thereby becoming interior
                walls at these locations. Finish these wall surfaces as follows:

                a.      Clean and degrease thoroughly. Allow to dry before
                        painting.
                b.      After cleaning, apply 2 coats of waterborne acrylic
                        primer (see Key Index #12). Allow to air dry.

        5.3     All machined surfaces shall be protected with MIL-C-16173, Grade
                1 type preservative or acceptable alternative. The minimum
                thickness shall be 4.0 mils.

        5.4     Surfaces within 4 inches of field weld ends shall be protected
                with one coat of Deoxaluminate, as manufactured by AACCO Paints,
                Charlotte, North Carolina, or acceptable alternate. The coating
                thickness to be 1-2 mils DFT.

6.0     GENERAL REQUIREMENTS

        6.1     Painted erection marks on equipment, structural steel and
                related items shall be legible and durable.

        6.2     All manufacturing waste, metal chips, filings, debris, etc.
                shall be removed from the interior of each component. All loose
                mill scale, rust, oil, grease and other deleterious material
                shall be removed from interior and exterior surfaces. At time of
                shipment, product shall be clean inside and out. Each component
                shall be properly packed and protected before shipment in order
                to reach the site clean and unmarked.

7.0     QUALITY ASSURANCE REQUIREMENTS

        7.1     Shop painting is subject to inspection and rejection by
                Westinghouse for compliance to this specification, either at the
                point of delivery or in the manufacturer's shop. Non-compliance
                with this specification will result in removal or reapplication
                by Westinghouse at Vendor's expense or at the option of
                Westinghouse, returned to the Vendor for rework at Vendor's
                expense.

8.0     TOUCH-UP PAINT

        After the components have been painted and are ready for shipment, the
        Vendor is to supply "touch-up" paint in accordance with the criteria
        below:

        8.1     Painted Components:

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 8 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                  8.1.1 If the components have only been primed in the Vendor's
                        shop, the Vendor is to supply the same paint for field
                        touch-up EXCEPT if that primer is an IOZ (Inorganic
                        Zinc). In those instances, the Vendor is to supply an
                        epoxy mastic primer, a polyamide epoxy primer, organic
                        zinc primer, or suitable equivalent for field touch-up.
                        However, if the outside temperatures of these components
                        are over 160 degrees F but under 450 degrees F, the
                        Vendor is to supply an organic zinc that is rated
                        accordingly, e.g. CAT-O-ZINC 55 from Anchor Paint or
                        suitable equivalent.

                8.1.2   If the components have been shop "final painted", the
                        Vendor is to ship the same paint type and color to the
                        Site for field touch-up.

        8.2     Galvanized Components:

                8.2.1   If the components have been galvanized and are to be
                        field welded, the Vendor is to supply touch-up paint to
                        cover the welded areas. Suitable touch-up paints for
                        this application are Galvicon by Southern Coatings or
                        Brite Galv 2117 by Rustoleum, or suitable equivalent.

9.0     MATERIAL SAFETY DATASHEETS (MSDS)

        9.1     MSDS's on all paint used on components plus all touch-ups paints
                shall be shipped with the documentation for the component.

        9.2     Painting materials containing hazardous disposal amounts of
                heavy metals shall be labeled and shipped as hazardous
                materials.

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                              Issue Date: 07/18/95 Page: 9 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

<TABLE>
<CAPTION>
                                                             TABLE 1

                                                      PRIMERS AND FINISHES*

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         TOTAL
                                                                          PRIMER -       FINISH -        PAINT           FIELD
                                                       SSPC SURFACE       KEY INDEX     KEY INDEX      THICKNESS       PAINT KEY
        ITEM EXTERIOR                                  PREP. SPECS.      # (TABLE 2)   # (TABLE 2)      (MILS)         (NOTE "B")
                                                                                                      (NOTE "A")
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>            <C>              <C>             <C>
1.  Mechanical Package Enclosure
    a.  General exterior & structural steel               SP 10               3             4             5-6           B1,B3,B4
    b.  Mating turbine enclosure inner wall         SP 1 (see Section        12                         2.3-3.5         B1,B3,B4
                                                           5.2)
------------------------------------------------------------------------------------------------------------------------------------
2.  Mechanical Package Enclosure
    a.  Interior walls                                     None           Galv. or          12          1-1.25           B1, B5
                                                                         Alum. Sheet
    b.  Interior exposed structural steel                  SP 1              12                           5-6           B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
3.  Mechanical Bedplate (outer edges)                     SP 10               3             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
4.  Mechanical Bedplate (interior)
    Step A                                                SP 10               3        (See Step B)      2.5-3            --
    Step B                                                 SP 1              12             2             7-8           B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
5.  Electrical Package Enclosure
    Step A                                                 SP 1              10        (See Step B)     0.2-0.4           --
    Step B                                                 --                13             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
6.  Electrical Enclosure Interior Walls                    None           Galv. or          12           .7-.8           B1, B5
                                                                         Alum. Sheet
------------------------------------------------------------------------------------------------------------------------------------
7.  Electrical Package Enclosure Battery Room              SP 1              10             14          2.8-3.8         B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
8.  Electrical Bedplate
    a.  Interior                                           SP 1              10             13          2.8-3.8         B1,B2,B5
    b.  Exterior
        Step A                                             SP 1              10        (See Step B)     0.2-0.4           --
        Step B                                             --                13             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
9.  Starting Package Structure                            SP 10               3             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
10. Starting Package
    a.  Drive Train Components                             SP 6               3             4             5-6           B1,B3,B4
    b.  Enclosure (if furnished) interior surfaces        SP 10               3             4             5-6           B1,B3,B4
    c.  Enclosure exterior surfaces                       SP 10               3             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
11. Generator Enclosure
    a.  Exterior                                          SP 10               3             4             5-6           B1,B3,B4
    b.  Interior                                           None           Galv. or          12          1-1.25           B1, B5
                                                                         Alum. Sheet
    c.  Structure                                          None         Hot Dip Galv.      None           --              None
------------------------------------------------------------------------------------------------------------------------------------
12. Turbine Pipe Rack                                      SP 6               9             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
13. a.  Platform Assemblies (painted) (Indoor              SP 1               1             2              4            B1,B2,B5
        only)
    b.  Platform Assemblies (Galv.)                        None         Hot Dip Galv.      None           --              None
------------------------------------------------------------------------------------------------------------------------------------
14. Turbine Bedplate                                       SP 1               1             2              4            B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
15. Generator Pipe Rack                                    SP 6               9             4              6            B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
16. Inlet System
    a.  Inlet (Interior)                                  SP 10               6            None           2-3            B1,B3
    b.  Inlet (Exterior)                                   SP 6               6             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
17. Isophase Bus                                       Manuf. Etch           10             11          2.8-3.8         B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
18. Isophase Bus Supports                                  None         Hot Dip Galv.      None           --              None
------------------------------------------------------------------------------------------------------------------------------------
19. Air Cooler                                            SP 10               7             8            1.5-2          B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
20. Air Cooler Support Structure                           None         Hot Dip Galv.      None           --              None
------------------------------------------------------------------------------------------------------------------------------------
21. Oil Cooler                                            SP 10               3             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                      DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                             Issue Date: 07/18/95 Page: 10 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         TOTAL
                                                                          PRIMER -       FINISH -        PAINT           FIELD
                                                       SSPC SURFACE       KEY INDEX     KEY INDEX      THICKNESS       PAINT KEY
        ITEM EXTERIOR                                  PREP. SPECS.      # (TABLE 2)   # (TABLE 2)      (MILS)         (NOTE "B")
                                                                                                      (NOTE "A")
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>            <C>           <C>              <C>
22. Interconnect Pipe (Hot)                               SP 6               6        Metal jacket     3 under           None
                                                                                          over       insulation
                                                                                       insulation
------------------------------------------------------------------------------------------------------------------------------------
23. Interconnect Pipe (Cold)                              SP 10              3             4              6            B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
24. Interconnect Pipe/Flanges
    a.  Stainless steel (all)                             None             None           None
    b.  Carbon steel flanges (hot)                        SP 6               6        Metal jacket     3 under           None
                                                                                          over       insulation
                                                                                       insulation
    c.  Carbon steel flanges (cold)                       SP 10              3             4              6            B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
25. Compressor Bleed Hot                                  SP 6               6        Metal jacket     3 under           None
                                                                                          over       insulation
                                                                                       insulation
------------------------------------------------------------------------------------------------------------------------------------
26. Compressor Bleed Cool                            Same as item 23   Same as item   Same as item  Same as item     Same as item
                                                                            23             23            23               23
------------------------------------------------------------------------------------------------------------------------------------
27. Engine Surfaces - other than machined                 SP 10              7             8            1.5-2            None
    external moving parts of Inlet Guide Vane
    assembly
------------------------------------------------------------------------------------------------------------------------------------
28. Manifolds
    a.  Inlet                                             SP 10              7             8            1.5-2          B1,B2,B5
    b.  Exhaust                                           SP 10           7 under
                                                                        insulation
    c.  Exhaust (251B) - stainless steel                  None             None           None
------------------------------------------------------------------------------------------------------------------------------------
29. Expansion Joint (metal parts)                         SP 10              7             8             2-3           B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
30. Steam Turbine / Generator and BFPT
    Enclosure
    a.  Exterior                                          SP 10              6             4             5-6           B1,B3,B4
    b.  Interior (Unperforated)                           SP 10              6             4             5-6           B1,B3,B4
    c.  Interior (Perforated)                             None             Galv.           12          1-1.25           B1, B5
    d.  Structure                                         None         Hot Dip Galv.      None           --              None
------------------------------------------------------------------------------------------------------------------------------------
31. Combustion Turbine Enclosure
    a.  Exterior                                          SP 10              3             4             5-6           B1,B3,B4
    b.  Interior                                          None         Galv. or Alum       12          1-1.25           B1, B5
                                                                           Sheet
    c.  Structure                                         None         Hot Dip Galv.      None           --              None
------------------------------------------------------------------------------------------------------------------------------------
32. Fuel Gas Skid                                         SP 1               1             2              4            B1,B2,B5
------------------------------------------------------------------------------------------------------------------------------------
33. Fuel Gas Steam Injection
    a.  Skid                                              SP 6               6             14            5-6           B1,B3,B4
    b.  Piping                                            SP 6               6        Metal jacket     3 under           None
                                                                                          over       insulation
                                                                                       insulation
------------------------------------------------------------------------------------------------------------------------------------
34. Fuel Oil Filter                                 Same as Item 31a   Same as Item   Same as Item  Same as Item     Same as Item
                                                                            31a           31a            31a              31a
------------------------------------------------------------------------------------------------------------------------------------
35. Compressor Water Wash Skid                      Same as Item 31a   Same as Item   Same as Item  Same as Item     Same as Item
                                                                            31a           31a            31a              31a
------------------------------------------------------------------------------------------------------------------------------------
36. Water Injection Skid                            Same as Item 31a   Same as Item   Same as Item  Same as Item     Same as Item
                                                                            31a           31a            31a              31a
------------------------------------------------------------------------------------------------------------------------------------
37. Exhaust Stack                                         SP 10              6             4             5-6           B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
38. Exhaust Transition                                    SP 6               6            --              3              None
------------------------------------------------------------------------------------------------------------------------------------
39. Fuel Forwarding Skid (non-stainless parts)      Same as Item 31a   Same as Item   Same as Item  Same as Item     Same as Item
                                                                            31a           31a            31a              31a
------------------------------------------------------------------------------------------------------------------------------------
40. Fuel Oil Skid and Piping                              SP 10              3             4              6            B1,B3,B4
------------------------------------------------------------------------------------------------------------------------------------
41. Instrument Panels                               Same as Item 31a   Same as Item   Same as Item  Same as Item     Same as Item
                                                                            31a           31a            31a              31a
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                     DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                             Issue Date: 07/18/95 Page: 11 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         TOTAL
                                                                          PRIMER -       FINISH -        PAINT           FIELD
                                                       SSPC SURFACE       KEY INDEX     KEY INDEX      THICKNESS       PAINT KEY
        ITEM EXTERIOR                                  PREP. SPECS.      # (TABLE 2)   # (TABLE 2)      (MILS)         (NOTE "B")
                                                                                                      (NOTE "A")
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>            <C>            <C>          <C>
42. EH System                                            SP2, SP3           15             16             3-6          B1, B2, B5
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     The primer and finish coats specified herein have been selected based upon
      type, color and manufacturer. Equivalent finishes & primers to those
      specified are acceptable. The determination of the equivalency
      requirements and the authorization to use equivalency paints shall be made
      by Westinghouse.

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                     DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                             Issue Date: 07/18/95 Page: 12 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                      NOTES

A.    The total paint thickness is dry film thickness (DFT), primer and finish
      coats combined. See specified process specification for number of coats
      and application.

B.    Paint Requirements:

      B1.   Primed (shop)

      B2.   Finish paint (shop)

      B3.   Primer touch-up (field)

      B4.   Finish paint (field)

      B5.   Touch-up as required (field)

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                     DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                             Issue Date: 07/18/95 Page: 13 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>


<TABLE>
<CAPTION>
                                                             TABLE 2

                                                            KEY INDEX


------------------------------------------------------------------------------------------------------------------------------------
  KEY
 INDEX               PAINT DESCRIPTION                                            PROCESS SPEC.    MATERIAL CARD
NUMBER
------------------------------------------------------------------------------------------------------------------------------------
  <S>    <C>                                                                      <C>               <C>
   1     Combination oxide/zinc chromate rust inhibitor primer                        83603HA       M32220KA or #1730 (Anchor
         (Interior Applications only)                                                               Paint Co.)
------------------------------------------------------------------------------------------------------------------------------------
   2     Gray oxide machinery enamel modified alkyd - gloss finish - air dry          83603HA       M32220FN
         over primer (Interior Applications Only)
------------------------------------------------------------------------------------------------------------------------------------
   3     Zinc rich primer phenoxyeponal type for medium temperature               83348QA PT. II    M32206CR (CAT-O-ZINC 55)
         applications, i.e., below 600(degree)F                                                     (Anchor Paint Co.)
                                                                                                    Thinner AA #1893
------------------------------------------------------------------------------------------------------------------------------------
   4     Final finish coat to be a silicone acrylic enamel finish*                   Vendor's       Silicone acrylic finish (Anchor
                                                                                                    Paint Co.)
                                                                                                    Thinner 1131
------------------------------------------------------------------------------------------------------------------------------------
   5     Two part vinyl primer with acid for use as a barrier coat on top of           None         Vinyl #1723 (Anchor Paint Co.)
         galvanized metals or aluminum - one coat; 0.3 to 0.5 mils.
------------------------------------------------------------------------------------------------------------------------------------
   6     Inorganic zinc primer for medium to high temperatures, i.e., below        83348QA PT. I    M32206CQ (Carbozinc 11)
         750(degree)F                                                                               (Carboline Paint Co.)
                                                                                                    Thinner #26 or #21 Section
------------------------------------------------------------------------------------------------------------------------------------
   7     Hi temp. zinc silicone primer used in combination with finish (see 8         83342WZ       M32220EJ
         below). Primer and finish in one spec. (Approx. 1000(degree)F temp)
------------------------------------------------------------------------------------------------------------------------------------
   8     Hi temp. aluminum mod. silicone paint. Xylol thinner.                        83342WZ       M32206EL
------------------------------------------------------------------------------------------------------------------------------------
   9     Barrier coating to isolate alkyd oil type finishes from other type            None         Barrier coat - 2653 or 2655
         finishes (phenolic alkyd material)                                                         (Anchor Paint Co.)
------------------------------------------------------------------------------------------------------------------------------------
  10     Industrial, two part, vinyl acid wash primer                                  None         Sherwin-Williams, series P60G2
------------------------------------------------------------------------------------------------------------------------------------
  11     Light gray enamel (Interior Applications only)                                None         Sherwin-Williams , series F-75
------------------------------------------------------------------------------------------------------------------------------------
  12     Waterborne acrylic primer and barrier coat, white                             None         100% waterborne acrylic - B9495
                                                                                                    Anchor Paint Co.
------------------------------------------------------------------------------------------------------------------------------------
  13     Two-part, high build, heavy duty, polyamide epoxy primer, lead and            None         Dupont-Corlar 825-Y-9031 HB,
         chromate free                                                                              CF. activator VF-Y-632
------------------------------------------------------------------------------------------------------------------------------------
  14     Polyurethane enamel, appliance white to be used as a finish coat.             None         Dupont-Imron 326 plus 6731U
                                                                                                    activator VG-Y-511
------------------------------------------------------------------------------------------------------------------------------------
  15     Medium Gray Epoxy Alkyd - First Coat                                          None         M32220KN
------------------------------------------------------------------------------------------------------------------------------------
  16     Light Gray Epoxy Enamel - Finish Coat                                         None         M32220BJ Rev. C
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Note:       The finish paint stated here is only "suggested" and used
              primarily when Westinghouse performs the final-painting in the
              field.

              When the customer or his designee has the responsibility for field
              painting, he may choose other final-paint types as long as they
              are compatible with the primer coats supplied.

Section Note: CZ-11 High Solids is an acceptable alternate.

--------------------------------------------------------------------------------
This drawing contains information proprietary to Westinghouse Electric
Corporation. It is submitted in confidence and is to be used solely for the
purpose for which it is furnished and returned upon request. This drawing and
such information is not to be reproduced, transmitted, disclosed or used in
whole or in part without the written authorization of Westinghouse Electric
Corporation. Proprietary Class No. 2.
--------------------------------------------------------------------------------
Refers to 21T6847 Rev. 2                     DISTRIBUTION CODE: 270-000-600
--------------------------------------------------------------------------------
TITLE:REFERENCE PAINT SPECIFICATION                                   TYPE   REV
    AES IRONWOOD PROJECT                                              ESP    000
--------------------------------------------------------------------------------
[LOGO] WESTINGHOUSE ELECTRIC CORPORATION
                                             Issue Date: 07/18/95 Page: 14 of 14
       POWER GENERATION BUSINESS UNIT - ORLANDO, FL
--------------------------------------------------------------------------------
FINAL ISSUE - OCTOBER 30, 1998                             AES IRONWOOD CONTRACT
<PAGE>

                                                Total Equivalent Operating
                                                Hours
                                                --------------------------------
                                                ================================
<PAGE>

[*]  This one (1) page has been omitted and filed separately with the Securities
     and Exchange Commission as part of a Confidential Treatment Request.


<PAGE>


--------------------------------------------------------------------------------

                                Table of Contents

--------------------------------------------------------------------------------

                                                                           TAB
Appendix B - Payment Schedule                                               B
Appendix C - Project Schedule                                               C
Appendix D - Performance Test Plan                                          D
Appendix E - Approved Subcontractors List                                   E
Appendix F - Applicable Permits                                             F
Appendix G - Real Estate Rights Required by Contractor                      G
Appendix H - NOT USED                                                       H
Appendix I-1 - Form of Contractor's Final Waiver & Release                I-1
Appendix I-2 - Form of Contractor's Interim Waiver & Release              I-2
Appendix I-3 - Form of Subcontractor's Final Waiver & Release             I-3
Appendix J-1 - Form of Preliminary Notice to Proceed                      J-1
Appendix J-2 - Form of Provisional Notice to Proceed                      J-2
Appendix J-3 - Form of Notice to Proceed                                  J-3
Appendix K - Quality Assurance Plan                                         K
Appendix L - Form of EPC Guarantee                                          L
Appendix M - Form of AES Pre-Financial Closing Guarantee                    M
Appendix N - Construction Progress Milestones                               N
Appendix O - Scope Options                                                  O
Appendix P - Table of Submittals & Approvals                                P
Appendix Q - List of Key Personnel                                          Q
Appendix R - Warranty Data Sheet                                            R
Appendix S - NOT USED                                                       S
Appendix T - NOT USED                                                       T
Appendix U - Certain Subcontractors                                         U


--------------------------------------------------------------------------------
Proprietary Information                   AWS IRONWOOD DRAFT CONTRACT APPENDICES
<PAGE>

                                                    Appendix B
                                                    Payment & Milestone Schedule
                                                    ----------------------------
                                                    ============================
<PAGE>

                                   APPENDIX B
                          AES IRONWOOD PAYMENT SCHEDULE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
   Pay Month   MS#                     Milestone Description                    Project  Percentage per   Cumulative
                                                                                 Months      Months       Percentage
<S> <C>        <C>  <C>                                                           <C>      <C>              <C>
*   Dec-97      1                        Letter of Intent.                        -9         1.25%          1.25%
    May-98      2                    Cycle Design/CT Release.                     -4         0.00%          1.25%
    Jun-98      -                                                                 -3         0.00%          1.25%
    Jul-98      -                                                                 -2         0.00%          1.25%
    Aug-98      -                                                                 -1         0.00%          1.25%
*   Sep-98      3                 ST/CTG/STG Fabrication Release.                  0         0.73%          1.98%
*   Oct-98      4               Pre-Financial Closing Payment (Net)                1         0.63%          2.61%
*   Nov-98      5               Pre-Financial Closing Payment (Net)                2         0.83%          3.44%
*   Dec-98      6                          Award HRSG's                            3         1.77%          5.21%
*   Jan-99      7                        Financial Closing                         4        11.00%          16.21%
    Feb-99      8      Initial Issue of P & ID's Issued for Client Approval.       5        11.00%          27.21%
    Mar-99      9     Initial General Arrangement Drawings Issued for Client       6         9.00%          36.21%
                                             Approval.
    Apr-99     10                    Award Main Transformers.                      7         9.00%          45.21%
    May-99     11         HRSG, CT, CTG, ST, STG Foundation Drawings AFC.          8         8.00%          53.21%
    Jun-99     12   Steam Turbine and Steam Turbine Generator Design Complete.     9         8.00%          61.21%
    Jul-99     13                     Starting Package Award                       10        8.00%          69.21%
    Aug-99     14                       Award Cooling Tower                        11        8.00%          77.21%
    Sep-99      -               Unit #1 CT/CTG Foundation Complete                 12        8.00%          85.21%
    Oct-99     15                                                                  13        0.00%          85.21%
    Nov-99     16                  Unit #1 CT Longitudinal Ship.                   14        2.00%          87.21%
    Dec-99     17                  Unit #2 CT Longitudinal Ship.                   15        2.00%          89.21%
    Jan-00      -                                                                  16        0.00%          89.21%
    Feb-00     18     Unit #2 Combustion Turbine Engine Assembly Rough Set on      17        1.00%          90.21%
                                            Foundation
    Mar-00                                                                         18        0.00%          90.21%
    Apr-00     19                   Condenser Received at Site                     19        1.00%          91.21%
    May-00     20                Starting Package Received at Site                 20        1.00%          92.21%
    Jun-00     21                Cooling Tower Erection - Complete                 21        1.00%          93.21%
    Jul-00     22         Switchyard Complete and Ready for Energization.          22        1.00%          94.21%
    Aug-00                                                                         23        0.00%          94.21%
    Sep-00     23                     HRSG #1 Hydro Complete                       24        1.00%          95.21%
    Oct-00     24                  STG Lube Oil Flush Complete.                    25        1.00%          96.21%
    Nov-00     25                  Steam Line Cleaning Complete                    26        1.00%          97.21%
    Dec-00                                                                         27        0.00%          97.21%
    Jan-01     26                     Provisional Acceptance                       28        1.79%          99.00%
    Feb-01     27                      Commercial Operation                        29        1.00%         100.00%
</TABLE>

*     Note: All pre-financial closing payments will be due on the 28th of the
      month. Invoices for these milestones will be issued 30 days prior to the
      scheduled payment.
--------------------------------------------------------------------------------
<PAGE>

                                                    Appendix C
                                                    Project Schedule
                                                    ----------------------------
                                                    ============================
<PAGE>

                                    IRONWOOD
                             Combined Cycle Project

                             [Drawing Appears Here]
<PAGE>

                                                    Appendix D
                                                    ----------------------------
                                                    ============================


                  [*] The following thirty one (31) pages have been omitted and
                  filed separately with the Securities and Exchange Commission
                  as part of a Confidential Treatment Request.
<PAGE>

                                                    Appendix E
                                                    ----------------------------
                                                    ============================


                  [*] The following eleven (11) pages have been omitted and
                  filed separately with the Securities and Exchange Commission
                  as part of a Confidential Treatment Request.
<PAGE>

                                                    Appendix F
                                                    Applicable Permits
                                                    ----------------------------
                                                    ============================
<PAGE>

                                   Appendix F
                        Applicable Permits and Approvals

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                  Agency                                    Applicable Permits                      Responsible
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                                     <C>
Pa. Public Utilities Commission            Power Sales Agreements between GPU Energy and AES            AES
-------------------------------------------------------------------------------------------------------------------
Federal Energy Regulatory Commission       Exempt Wholesale Generator Certification                     AES
-------------------------------------------------------------------------------------------------------------------
U.S. Dept. of Energy, Office of Fossil     Fuel Use Act Certification                                   AES
Energy
-------------------------------------------------------------------------------------------------------------------
PaDEP                                      PSD/State Air Permit                                         AES
-------------------------------------------------------------------------------------------------------------------
PaDOT                                      Roadway Access Permit from Prescott Road to site             AES
-------------------------------------------------------------------------------------------------------------------
PaDEP                                      NPDES, PAG-3                                                 AES
-------------------------------------------------------------------------------------------------------------------
PaDEP                                      NPDES Part 1 Construction                                    AES
-------------------------------------------------------------------------------------------------------------------
Pa. Fire Marshal's Office                  Onsite Oil Storage Tank                                   (1) AES

                                           (1) Permission to Construct                             (2) Westinghouse
                                           (2) Permit for Construction
-------------------------------------------------------------------------------------------------------------------
Delaware River Basin Commission            Water Use Approval as per Section 3.8 of DRDC                AES
                                           regulations
-------------------------------------------------------------------------------------------------------------------
Delaware River Basin Commission            Consumptive Use Approval for Merrill Creek                   AES
                                           Owners-Group Application
-------------------------------------------------------------------------------------------------------------------
Susquehanna River Basin Commission         Water Use Approval                                           AES
-------------------------------------------------------------------------------------------------------------------
Lebanon County Conversation District       Soil Erosion and Sediment Control Approval                   AES
-------------------------------------------------------------------------------------------------------------------
Conrail/CSX                                Railroad Crossing Approval and Railspur Construction         AES
-------------------------------------------------------------------------------------------------------------------
South Lebanon Township Zoning Hearing      Stack Height Variance Approval for Power Plant               AES
Board
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                   Appendix F
                        Applicable Permits and Approvals

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                  Agency                                    Applicable Permits                      Responsible
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                                     <C>
-------------------------------------------------------------------------------------------------------------------
South Lebanon Township Planning Board or   Lead Development approval for Power Plant                    AES

Zoning Hearing Board
-------------------------------------------------------------------------------------------------------------------
South Lebanon Township Planning Board or   Subdivision Approval for Access Road                         AES
Zoning Hearing Board
-------------------------------------------------------------------------------------------------------------------
South Lebanon Township Zoning Hearing      Permission to Construction 175' meteorological               AES
Board                                      monitoring tower (permit granted)
-------------------------------------------------------------------------------------------------------------------
South Lebanon Township/Lebanon County      On-site septic approval for sanitary discharge               AES
-------------------------------------------------------------------------------------------------------------------
City of Lebanon Authority                  Agreement for Supply of treated effluent and                 AES
                                           construction, operation and Maintenance of pipeline
-------------------------------------------------------------------------------------------------------------------
Applicable Agencies                        All Building Permits                                    Westinghouse
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                    Appendix G
                                                    Real Estate Rights
                                                    Required by Contractor
                                                    ----------------------------
                                                    ============================
<PAGE>

                             [Drawing Appears Here]
<PAGE>

                             [Drawing Appears Here]
<PAGE>

                             [Drawing Appears Here]
<PAGE>

                                                    Appendix H
                                                    NOT USED
                                                    ----------------------------
                                                    ============================
<PAGE>

                                                    Appendix I-1
                                                    Form of Contractor's
                                                    Final Waiver & Release
                                                    ----------------------------
                                                    ============================
<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]

                                  APPENDIX I-1

                        FORM OF CONTRACTOR'S FINAL WAIVER

LEBANON, PENNSYLVANIA  )
                       ) ss.:
                       )

TO WHOM IT MAY CONCERN:

            Siemens Westinghouse Power Corporation ("Contractor"), has
contracted to furnish construction and other services for the combined cycle
electric generating plant and related facilities and equipment, located in
Lebanon, Pennsylvania and owned by AES Ironwood, Inc., a Delaware corporation
("Owner"), pursuant to the Agreement for Engineering, Procurement and
Construction Services, dated as of September 23, 1998, between Owner and
Contractor (the "EPC Agreement"). Capitalized terms used herein that are not
defined herein have the respective meanings set forth in the EPC Agreement.

The undersigned, on behalf of Contractor, DOES HEREBY WAIVE AND RELEASE[, which
waiver and release (and which certification as set forth below) is expressly
conditioned upon the receipt by Contractor from Owner of the $__________ payment
[of Retainage due pursuant to Section 4.2.4(a)) OR [of the Termination Payment
due pursuant to Section 4.4] of the EPC Agreement]:

            Any and all claims, legal and equitable, which arise out of or in
      connection with the Services or other work performed under the EPC
      Agreement [(other than (i) any Permitted Liens described below that are
      being contested in good faith by Contractor and which comply with the
      requirements set forth in clause (a) or (b) of the definition of
      "Permitted Liens" in the EPC Agreement, (ii) any claim for the amounts set
      forth below that are the subject of good faith dispute(s) between
      Contractor and owner, which disputed amounts in the aggregate do not
      exceed $2,000,000, (iii) any claim for the payment of up to $__________ of
      the Project Completion Payment and other remaining Retainage to the extent
      such payments become due to Contractor under the EPC Agreement, [(iv) any
      claim for the payment of an Excess Output bonus due to Contractor pursuant
      to Section 8.1.1.4 of the EPC Agreement,] [(v) any claim

<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]



      for the payment in the amount of $_____________ of deferred bonus payments
      due to Contractor pursuant to Section 8.3(b) of the EPC Agreement.] and
      (vi) any claim arising after the date of this release and waiver,
      including any claims thereafter arising under Article 13 or 14 of the EPC
      Agreement, provided that this clause (vi) shall not include any claim that
      directly or indirectly is a claim relating to compensation for the
      Services performed under the EPC Agreement)] against Owner, the Facility,
      the Facility Site, the Real Estate Rights and all other Project property
      and equipment, including any and all such claims of Subcontractors;

and DOES HEREBY CERTIFY THAT:

      [Except as specifically described below,] (A) there are no claims, liens,
      security interests or encumbrances arising out of or in connection with
      the performance by Contractor or any of the Subcontractors of the Services
      and other work performed under the EPC Agreement outstanding or known to
      exist at the date of this certification; (B) all bills, payrolls,
      expenses, costs, Taxes, claims and other indebtedness incurred in
      connection with the Services and other work performed under the EPC
      Agreement have been paid in full for, with the proceeds of the $__________
      payment referred to above in the second paragraph hereof, will be paid in
      full]; (C) [upon receipt by Contractor of the $___________ payment
      referred to above in the second paragraph hereof, and other than any
      payment of the amount(s) in dispute as specifically described below or of
      the Project Completion Payment or other remaining Retainage or bonus
      payments as specifically described below,] Owner has paid in full to
      Contractor all amounts due from Owner under the EPC Agreement for all
      Services and other work performed under the EPC Agreement, including
      without limitation all Scope Changes or other extra work required
      thereunder; (D) there is no known basis for filing of any claims arising
      out of or in connection with the performance by Contractor or any of the
      Subcontractors of the Services or other work under the EPC Agreement; and
      (E) Contractor has provided to Owner final releases and waivers from all
      Subcontractors that Contractor is required to obtain under Section 4.5 of
      the EPC Agreement; [other than any claims with respect to:
      _________[Insert with respect to each of the items, if any, excluded from
      the waiver and release paragraph pursuant to clauses (i) through (v)
      thereof, a description of such claim and the estimated dollar value of
      each such claim]].



<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]

            Executed copies of all such final Subcontractor releases and waivers
obtained by Contractor and not previously delivered to Owner are attached
hereto.

            Signed this ____ day of __________, 199__.

                                   CONTRACTOR:

                                   SIEMENS WESTINGHOUSE POWER CORPORATION


                                   By: _________________________________________
                                       Name:
                                       Title:
                                       Date:

            Subscribed and sworn to before me this ____ day of __________,
199__.

                                   _____________________________________________
                                   Notary Public in and for
                                   Said State and [      ]
<PAGE>

                                                    Appendix I-2
                                                    Form of Contractor's
                                                    Interim Waiver & Release
                                                    ----------------------------
                                                    ============================
<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]

                                  APPENDIX I-2

                       FORM OF CONTRACTOR'S INTERIM WAIVER

LEBANON, PENNSYLVANIA  )
                       ) ss.:
                       )

TO WHOM IT MAY CONCERN:

            Siemens Westinghouse Power Corporation ("Contractor"), has
contracted to furnish construction and other services for the combined cycle
electric generating plant and related facilities and equipment, located in
Lebanon, Pennsylvania and owned by AES Ironwood, Inc., a Delaware corporation
("Owner"), pursuant to the Agreement for Engineering, Procurement and
Construction Services, dated as of September 23, 1998, between Owner and
Contractor (the "EPC Agreement"). Capitalized terms used herein that are not
defined herein have the respective meanings set forth in the EPC Agreement.

            For and in consideration of the receipt of [$__________ - insert
Scheduled Payment amount) as payment in full of invoice no. ____, dated
__________, 199__, for work on the Project through __________, 199__, ("Release
Date"), the undersigned, on behalf of Contractor, DOES HEREBY WAIVE AND RELEASE
to the extent such payment is made to Contractor:

            Any and all claims, [(other than (i) Permitted Liens, (ii) any
      claims that are the subject of a good faith dispute between Contractor and
      Owner, which disputed amounts in the aggregate do not exceed $1,000,000,
      or (iii) any claims that upon payment to Contractor of the Scheduled
      Payment referred to above will be discharged and released in full, in each
      case as specifically set forth below)] against the Facility, the Facility
      Site and any and all interests and estates therein, and all improvements
      and materials placed on the Facility Site, arising out of or in connection
      with performance by Contractor or any Subcontractor of the Services or
      other work under the EPC Agreement; it being understood that the foregoing
      waiver and release is in connection with the Scheduled Payment referred to
      above in the second paragraph and does not cover any Retainage or Services
      provided after the Release Date;
<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]

and DOES HEREBY CERTIFY THAT to the extent such payment is made to Contractor:

      [Except for Permitted Liens or any claims that are the subject of a good
      faith dispute between Contractor and owner in amount(s) not exceeding
      $1,000,000 in the aggregate,] (A) there are no (or upon payment to
      Contractor of the Scheduled Payment referred to above in the second
      paragraph hereof there will be no) claims, liens, security interests or
      encumbrances against the Facility, the Facility Site and any and all
      interests and estates therein, and all improvements and materials placed
      on the Facility Site, arising out of or in connection with the performance
      by Contractor or any Subcontractor of the Services performed under the EPC
      Agreement through the date of the invoice covering the Scheduled Payment
      referred to above in the second paragraph hereof outstanding or known to
      exist at the date of this certification; (B) upon receipt by Contractor of
      such Scheduled Payment and other than any Retainage to the extent it
      becomes due to Contractor under the EPC Agreement and, other than any
      amount currently addressed by a pending Scope Change Order Notice from
      Contractor under Section 12.3 hereof, Owner has paid in full to Contractor
      all amounts due from owner under the EPC Agreement through the date
      referred to above in the second paragraph hereof for all Services
      performed under the EPC Agreement, including without limitation all Scope
      Changes or other extra work required thereunder; and (C) releases and
      waivers from all Subcontractors (to the extent required pursuant to
      Section 4.6 of the EPC Agreement) have been obtained and delivered to
      Owner.
<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]

            Signed this ____ day of __________, 199__.

                                   CONTRACTOR:

                                   SIEMENS WESTINGHOUSE POWER CORPORATION


                                   By: _________________________________________
                                       Name:
                                       Title:
                                       Date:

            Subscribed and sworn to before me this ____ day of __________,
199__.

                                   _____________________________________________
                                   Notary Public in and for
                                   Said State and [      ]
<PAGE>

                                                    Appendix I-3
                                                    Form of Subcontractor's
                                                    Final Waiver
                                                    ----------------------------
                                                    ============================
<PAGE>

                                  APPENDIX I-3

                      FORM OF SUBCONTRACTOR'S FINAL WAIVER


LEBANON, PENNSYLVANIA  )
                       ) ss.:
                       )

TO WHOM IT MAY CONCERN:

            The undersigned is the [Title] of [Name of Subcontractors], a
__________ [corporation] ("Subcontractor"), which has contracted to furnish
construction or other services to Siemens Westinghouse Power Corporation
("Contractor") for the combined cycle electric generating plant and related
facilities and equipment (the "Project"), located on a site located in Lebanon,
Pennsylvania (the "Project Site"), owned by AES Ironwood, Inc., a Delaware
corporation ("Owner").

The undersigned, on behalf of Subcontractor, DOES HEREBY WAIVE AND RELEASE:

            Any and all claims with respect to and on the Project, the Facility
      Site and any and all interests and estates therein, and all improvements
      and materials placed on the Facility Site, on account of labor, services,
      improvements, materials, fixtures, apparatus or machinery furnished by the
      undersigned to the Contractor for the Project;

and DOES HEREBY CERTIFY THAT:

      Neither the Subcontractor nor any of its vendors, suppliers or
      subcontractors has any claims arising out of or in connection with labor,
      services, improvements, materials, fixtures, apparatus or machinery
      furnished by or on behalf of the Subcontractor to the Contractor for the
      Project.
<PAGE>

                                            [Note: bracketed language may be
                                            inserted by Contractor as applicable
                                            under the circumstances.]

            Signed this ____ day of __________, 199__.

                                  [NAME OF SUBCONTRACTOR]


                                   By: _________________________________________
                                       Name:
                                       Title:
                                       Date:

            Subscribed and sworn to before me this ____ day of __________,
199__.

                                   _____________________________________________
                                   Notary Public in and for
                                   Said State and [      ]
<PAGE>

                                                    Appendix J-1
                                                    Form of Preliminary Notice
                                                    to Proceed
                                                    ----------------------------
                                                    ============================
<PAGE>

                                    AGREEMENT
                                     BETWEEN
                          WESTINGHOUSE POWER GENERATION
                                       AND
                               AES IRONWOOD, INC.
                               (PRE EPC AGREEMENT)

This agreement ("Agreement") is made as of this 18th day of March 1998
("Effective Date") between AES Ironwood, Inc. (AES) and Westinghouse Power
Generation, a division of CBS Corporation ("Westinghouse"). The purpose of this
Agreement is to set forth the current understandings of the parties with respect
to the nominal 700 MW turnkey combined cycle power plant being developed by AES
in Lebanon, Pennsylvania ("Project") and supplements the Letter of Intent (LOI)
dated December 18, 1997 executed by the parties. The terms of the LOI are
modified only as set forth below and all other terms and conditions of the LOI
shall remain in full force and effect. In this regard, the payment schedule in
Exhibit 2 and the project schedule in Exhibit 3 shall take the place of tabs 3
and 5, respectively, in Section I of the LOI. Except as set forth in this
Agreement, capitalized terms in this Agreement are as defined in the Draft
Contract and the LOI.

      1. Negotiation of EPC Agreement

The parties mutually agree that the draft contract dated December 19, 1997 and
submitted to AES on February 27, 1998, along with the most recent version of
Appendix A (Westinghouse scope of services), collectively, the "Draft Contract",
will serve as the basis for negotiating the turnkey agreement ("EPC Contract").
The parties shall use reasonable efforts to negotiate and execute the EPC
Contract on or before May 1, 1998 unless otherwise mutually agreed to by the
parties. The parties further agree that the terms and conditions included in the
latest Draft Contract in effect as of May 1, 1998 shall govern this Agreement
until such time as the final EPC Contract is executed.

      2. Westinghouse Pre Financial Closing Project Activities

By this Agreement, the parties agree that Westinghouse shall perform the
following activities beginning on the dates set forth below in accordance with
the latest version of the Draft Contract as mutually agreed to by the parties:

Pre Financial Closing Project Activities                          Date
----------------------------------------                          ----
Combustion turbine manufacturing release                          May 1, 1998
Thermal cycle design                                              May 1, 1998
Steam turbine manufacturing release                               July 1, 1998
Manufacturing release for combustion turbine and steam turbine    July 1, 1998
generators
Pre-engineering release                                           July 1, 1998
HRSG procurement release                                          October 1,
                                                                  1998

      3. Payment

AES shall pay Westinghouse for the Pre Financial Closing Project Activities
described above in accordance with the Pre Financial Closing Project Activities
Payment Schedule (Exhibit 1). The parties agree to the payment schedule for all
Project milestones as reflected in the AES Ironwood Payment Schedule (Exhibit
2). By this Agreement Exhibits 1 and 2 are made a part of the Draft Contract.
Payments will be composed of cash and the application of past project credits
("Destec Credit"). In the event the Pre-EPC Agreement activities are terminated
on or before the payment dates in Exhibit 1, AES agrees to pay cancellation fees
in accordance with Exhibit 1. This will include the application of the Destec
Credit towards the payment of such cancellation fees and accounting for any
remaining credit as Future Unit Credit as reflected in Exhibit 1.


--------------------------------------------------------------------------------
Propertary Information               Page 1                     Ironwood Project
03 12 98                          File No. 902
<PAGE>

4. Project Schedule

The parties agree to the project schedule as reflected in the Ironwood Combined
Cycle (Exhibit 3) which includes a target Commercial Operation Date for the
Project of December 1, 2000. By this Agreement, Exhibit 3 is made a part of the
Draft Contract.

5. Exclusivity

      AES agrees to negotiate the EPC Contract exclusively with Westinghouse for
the Project. If the parties cannot mutually agree on an acceptable EPC Contract
on or before May 1, 1998, unless otherwise agreed to by the parties, or if the
EPC Contract otherwise fails to be executed by this date, either party has the
right thereafter to terminate this Agreement without liability one to the other.

6. Delays

In the event there are delays in financial closing for the Project, or either
party is delayed in obtaining necessary permits, the parties agree to mutually
negotiate a change in the payment schedule, project schedule, including the
Commercial Operation Date, and any other terms of the EPC Contract so affected
by such delays.

7. AES Financial Guarantee

Simultaneously with execution of this Agreement, AES will cause The AES
Corporation to provide Westinghouse with a guaranty of the Pre EPC Agreement
obligations of AES. Such guaranty shall be mutually and reasonably agreed upon
by AES, The AES Corporation, and Westinghouse.

8. Disclaimer of Liability

Notwithstanding anything to the contrary elsewhere in this Agreement, in no
event shall either party be liable to the other party for indirect, incidental,
special or consequential damages of any type, including, but not limited to loss
of use or loss of profit or revenue, regardless of whether such liability arises
out of contract, tort (including negligence and strict liability), or otherwise.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
the state of New York, excluding rules governing conflicts of law.

10. Entire Agreement

This Agreement represents the entire understanding of the parties with respect
to the subject matter contained herein and supersedes all prior discussions,
understandings and agreements between the parties with respect thereto except
those portions of the LOI that have not been modified herein.

AES IRONWOOD, INC.                       WESTINGHOUSE POWER GENERATION
                                         A DIVISION OF CBS CORPORATION

/s/ Bart R. Rossi                        /s/ Randy H. Zwirn
--------------------------               ---------------------------------------
Signature                                Signature


Bart R. Rossi                            Randy H. Zwirn
--------------------------               ---------------------------------------
Name                                     Name


Vice President                           President-Westinghouse Power Generation
--------------------------               ---------------------------------------
Title                                    Title

Exhibit 1   Pre Financial Closing Project Activities Payment Schedule
Exhibit 2   The AES Ironwood Payment Schedule
Exhibit 3   Ironwood Combined Cycle Project Schedule


--------------------------------------------------------------------------------
Propertary Information               Page 2                     Ironwood Project
03 12 98                          File No. 902
<PAGE>

                                    Exhibit 1
                                  AES Ironwood
                    Pre-Financial Closing Project Activities
                                Payment Schedule

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                Destec Credit                   Cancellation
                                                                -------------                   ------------
                      Milestones              Payment ($000)       ($000)      Revised payment     ($000)     AES Future
Project   Payment                             --------------       ------      ---------------     ------     -----------
 Month     Date*                              Month    Cum      Month    Cum      Month   Cum    Cumulative   Unit Credit
-------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>                    <C>      <C>       <C>     <C>       <C>    <C>        <C>            <C>
   0     31-Dec-97    LOI                     4,000    4,000    1,000   1,000      3000   3000          0          3000
-------------------------------------------------------------------------------------------------------------------------
   1     01-May-98    CT/Cycle design             0    4,000        0   1,000         0   3000        500          2500
-------------------------------------------------------------------------------------------------------------------------
   2     01-Jun-98                                0    4,000        0   1,000         0   3000       1000          2000
-------------------------------------------------------------------------------------------------------------------------
   3     23-Sep-98    ST/CTG/STG/AE Release   2,000    6,000      250   1,250      1750   4750       6000             0

-------------------------------------------------------------------------------------------------------------------------
   4     28-Oct-98                            2,000    8,000      500   1,750      1500   6250       8000             0
-------------------------------------------------------------------------------------------------------------------------
   5     28-Nov-98                            2,500   10,500      500   2,250      2000   8250      10500             0
-------------------------------------------------------------------------------------------------------------------------
   6     28-Dec-98    HRSG Release            5,000   15,500      750   3,000      4250  12500      18200             0
-------------------------------------------------------------------------------------------------------------------------
   7     28-Jan-99    Financial Closing      23,700   39,200        0   3,000     23700  36200         **             0
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

      *Invoices will be issued 30 days prior to the schedule payment date.
     ** Cancellation will be calculated in accordance with the EPC Contract
<PAGE>

                                    Exhibit 2
                                  AES Ironwood
                                Payment Schedule

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
 Payment Date          Milestone          Project      Percentage per         Cumulative
                                           Months          Months             Percentage
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
<S>             <C>                         <C>                  <C>                    <C>
31-Dec-97       Letter of Intent            -1                    1.40%                  1.40%
-----------------------------------------------------------------------------------------------
01-May-98       Cycle design/CT Release      0                    0.00%                  1.40%
-----------------------------------------------------------------------------------------------
01-Jun-98                                    1                    0.00%                  1.40%
-----------------------------------------------------------------------------------------------
23-Sep-98       ST/CTG/STG/AE Release        2                    0.94%                  2.34%
-----------------------------------------------------------------------------------------------
28-Oct-98                                    3                    0.94%                  3.28%
-----------------------------------------------------------------------------------------------
28-Nov-98                                    4                    1.16%                  4.44%
-----------------------------------------------------------------------------------------------
28-Dec-98       HRSG Release                 5                    2.33%                  6.77%
-----------------------------------------------------------------------------------------------
28-Jan-99       Financial Closing            6                   11.00%                 17.77%
-----------------------------------------------------------------------------------------------
28-Feb-99                                    7                   11.00%                 28.77%
-----------------------------------------------------------------------------------------------
28-Mar-99                                    8                    9.00%                 37.77%
-----------------------------------------------------------------------------------------------
28-Apr-99                                    9                    9.00%                 46.77%
-----------------------------------------------------------------------------------------------
28-May-99                                    10                   8.00%                 54.77%
-----------------------------------------------------------------------------------------------
28-Jun-99                                    11                   8.00%                 62.77%
-----------------------------------------------------------------------------------------------
28-Jul-99                                    12                   8.00%                 70.77%
-----------------------------------------------------------------------------------------------
28-Aug-99                                    13                   8.00%                 78.77%
-----------------------------------------------------------------------------------------------
28-Sep-99                                    14                   8.00%                 86.77%
-----------------------------------------------------------------------------------------------
28-Oct-99                                    15                   0.00%                 86.77%
-----------------------------------------------------------------------------------------------
28-Nov-99                                    16                   2.00%                 88.77%
-----------------------------------------------------------------------------------------------
28-Dec-99                                    17                   2.00%                 90.77%
-----------------------------------------------------------------------------------------------
28-Jan-00                                    18                   0.00%                 90.77%
-----------------------------------------------------------------------------------------------
28-Feb-00                                    19                   1.00%                 91.77%
-----------------------------------------------------------------------------------------------
28-Mar-00                                    20                   0.00%                 91.77%
-----------------------------------------------------------------------------------------------
28-Apr-00                                    21                   1.00%                 92.77%
-----------------------------------------------------------------------------------------------
28-May-00                                    22                   1.00%                 93.77%
-----------------------------------------------------------------------------------------------
28-Jun-00                                    23                   1.00%                 94.77%
-----------------------------------------------------------------------------------------------
28-Jul-00                                    24                   1.00%                 95.77%
-----------------------------------------------------------------------------------------------
28-Aug-00                                    25                   0.00%                 95.77%
-----------------------------------------------------------------------------------------------
28-Sep-00                                    26                   1.00%                 96.77%
-----------------------------------------------------------------------------------------------
28-Oct-00                                    27                   1.00%                 97.77%
-----------------------------------------------------------------------------------------------
28-Nov-00                                    28                   1.00%                 98.77%
-----------------------------------------------------------------------------------------------
28-Dec-00                                    29                   0.23%                 99.00%
-----------------------------------------------------------------------------------------------
28-Jan-01                                    30                   0.00%                 99.00%
-----------------------------------------------------------------------------------------------
28-Feb-01       Target Commercial            31                   1.00%                  1.00%
                Operation
-----------------------------------------------------------------------------------------------
</TABLE>

Note: 1.)   The above payment schedule assumes a 5% retention for each payment
            commencing at Financial Closing.
      2.)   The $3 million Destec credit will be applied in accordance with
            exhibit 1.
<PAGE>

                                                    Appendix J-2
                                                    Form of Provisional Notice
                                                    to Proceed
                                                    ----------------------------
                                                    ============================
<PAGE>

                                  APPENDIX J-2
                      FORM OF PROVISIONAL NOTICE TO PROCEED
                              (LETTERHEAD OF OWNER)

September 23, 1998

Westinghouse Power Generation
4400 Alafaya Trail
Orlando, FL  32826

Attention: Jeff Jacobsohn, Project Director

Subject: AES Ironwood, Inc. -- Provisional Notice to Proceed

Dear Sirs:

Reference is hereby made to the draft Agreement for Engineering, Procurement and
Construction Services between AES Ironwood, Inc. ("Owner"), on the one part, and
Westinghouse Power Generation ("Contractor") on the other part, dated as of
September 10, 1998 ("the Agreement"). Capitalized terms used herein and not
defined herein shall have the meanings set forth in the Agreement.

In accordance with Section 2.2 of the draft Agreement, Owner hereby instructs
Contractor to commence performance of the following activities:

      o     steam turbine generator set manufacturing release
      o     combustion turbine generator set manufacturing release
      o     pre-engineering release
      o     HRSG procurement release

This Provisional Notice to Proceed does not authorize you to commence any
activities not specifically noted herein and may be amended as necessary
depending upon the status of permitting or financial closing.

Very truly yours,

AES Ironwood, Inc.

By: /s/ Patricia L. Rollin
    -----------------------------
    Name:  Patricia L. Rollin
    Title: Vice President
           AES Ironwood
<PAGE>

                                                    Appendix J-3
                                                    Form of Notice to Proceed
                                                    ----------------------------
                                                    ============================
<PAGE>

                                  APPENDIX J-3
                            FORM OF NOTICE TO PROCEED
                              (LETTERHEAD OF OWNER)

___________, 1998

Siemens Westinghouse Power Corporation
4400 Alafaya Trail
Orlando, FL  32826

Attention: Jeff Jacobsohn, Project Director

Subject: AES Ironwood, Inc. -- Notice to Proceed

Dear Sirs:

Reference is hereby made to the Agreement for Engineering, Procurement and
Construction Services between AES Ironwood, Inc. ("Owner"), on the one part, and
Siemens Westinghouse Power Corporation ("Contractor") on the other part, dated
as of __________, 1998 ("the Agreement"). Capitalized terms used herein and not
defined herein shall have the meanings set forth in the Agreement.

In accordance with Section __ of the Agreement, Owner hereby instructs
Contractor to commence site mobilization and performance of all of the Services
under the Agreement on ________, 199__ ("Commencement Date").

Very truly yours,

AES Ironwood, Inc.


By: ___________________________
    Name: S. Dahm
    Title:


<PAGE>





                                                      Appendix K
                                                      Quality Assurance Plan
                                                      ==========================



<PAGE>



                              AES IRONWOOD PROJECT









                                      INDEX




I.       INTRODUCTION/OVERVIEW

II.      WESTINGHOUSE QUALITY PROGRAM DESCRIPTION

III.     INSPECTION AND TEST PLANS FOR MAJOR ITEMS OF
         EQUIPMENT SUPPLY





<PAGE>






                              AES IRONWOOD PROJECT



                                  QUALITY PLAN








                                    SECTION I


                              INTRODUCTION/OVERVIEW





<PAGE>

                              INTRODUCTION/OVERVIEW


1.0      PURPOSE

The purpose of this Quality Plan is to outline the Westinghouse quality program
and quality verification requirements for the AES Ironwood Project that apply to
activities within the EPC Contract workscope.

This document is intended to be integrated into the AES Ironwood Contract and
serve as the basis for Westinghouse's commitment to quality throughout the
engineering, procurement and construction phases of the Ironwood Project.

2.0      WESTINGHOUSE QUALITY PROGRAM

Section II of this plan highlights the Westinghouse Power Generation Quality
Program. The Business Unit has an active Quality Improvement Program that is
consistently producing major gains in both quality and productivity.
Westinghouse's goal is to be the best in the industry from both performance and
customer perception standpoints. In support of this goal, Power Generation has
established a Total Quality System that has been certified as meeting the
requirements of the ISO 9001-1994; Quality Systems Model for Quality Assurance
in design, development, production, installation and servicing.

3.0      CONSTRUCTION SITE QUALITY PROGRAM

For full scope Turnkey Projects such as Ironwood, Westinghouse follows an
established process to provide assurance that site construction, equipment
installation, start-up and testing comply with Contract requirements.

Commercial and technical evaluations lead to the determination of the degree of
Westinghouse participation in the actual construction activities. Westinghouse
will choose to either act as General Contractor, or employ the services of a
qualified General Construction Contractor. In either case, several
Subcontractors will subsequently be selected based on the project scope and
available qualified Companies. For typical projects, separate Civil, Mechanical,
and Electrical Subcontractors are utilized, as well as a few smaller contractors
of specialized services.

Westinghouse chooses and qualifies Contractors for site construction activities
under the same program and procedures as those who supply equipment. For full
scope turnkey orders, the Westinghouse Project Manager and Project
Implementation team participate in the evaluation of potential construction
contractors. The evaluation process includes surveys, reviews, and audits of the
contractor's quality program prior to their selection and contract placement.

Westinghouse contracts to Construction Contractors contain Quality Assurance
Requirements which include provisions for submittal for approval of Contractor's
Quality Program documentation, applicable personnel and process qualifications,
and, for major Contractors, the development and submittal of an integrated
Quality Plan which identifies all significant quality verification activities
the Contractor intends to perform to comply with all requirements of applicable
technical specifications and all federal, state and local contractual codes and
standards. The Quality Plan may be in the form of manuals, procedures,
checklists, inspection and test records, logs, etc.

Construction Contractors will have sole responsibility for the quality assurance
and quality control programs relative to their workscope, including the
qualification and oversight of any of their sub-contractors and their work. All
design, construction and installation work performed by Contractors is subject
to tests and

<PAGE>

inspections at any time by Westinghouse. For major Contractors, Westinghouse
will perform a site mobilization audit at an appropriate time to verify the
Contractor's implementation of the Quality Plan submitted and approved for the
project. Findings and observations are formally reported to Contractor
Management with corrective actions assigned and responses and implementation
tracked to close-out.
Additional audits or follow-up reviews are scheduled as appropriate.

4.0      INSPECTION AND TEST PLANS FOR MAJOR ITEMS OF EQUIPMENT SUPPLY

Section III of this plan highlights the primary inspections, tests, and quality
verification activities carried out during procurement and manufacture of
Westinghouse-supplied major components for the Ironwood Power Plant.

The plans that have been included are based on current information available at
time of issue, and are subject to change as project-specific adjustments are
delineated.





<PAGE>




                              AES IRONWOOD PROJECT



                                  QUALITY PLAN








                                   SECTION II


                           QUALITY PROGRAM DESCRIPTION





<PAGE>

--------------------------------------------------------------------------------
                 Westinghouse Power Generation Quality Program
--------------------------------------------------------------------------------

Quality has always been an important element of the competitive success at the
Westinghouse Power Generation Business Unit. Over the past decade, Total Quality
Management, a system of "cultural change," has promoted continuous quality
improvement throughout the Business Unit with senior management leading the way
to building quality values into all operations. Our customers have continued to
reap the benefits of quality initiatives that have resulted in one of the
highest Availability and lowest Forced Outage Rate performance records in the
power generation industry.

On December 4, 1992, Westinghouse Power Generation became the first fully
integrated U.S. based business in the power industry to be assessed and
certified to ISO 9001 for "the Design, Manufacture and Service of Steam and
Combustion Turbines and Electric Generators and the Management of Associated
Projects for the Power Generation Industry; and the Design and Manufacture of
Nuclear Steam Generators, Reactor Vessel Internals and Pressurizers" by a world
class ISO Assessor, Lloyd's Register Quality Assurance. Subsequently, the
Business Unit has earned recertification to ISO 9001:1994.

The Quality System requirements are implemented as provided for in the
Westinghouse Power Generation Quality Program Manual. The elements covered in
this manual include:

o        Quality Policy

o        Organization

o        Documentation

o        Training

o        Commercial Control

o        Design Control


--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

o        Document Control

o        Procurement Control

o        Planning

o        Qualification of Personnel and procedures

o        Process Control

o        Measuring and Test Equipment Control

o        Identification of Materials, Parts and Assemblies

o        Examination, Inspection and Test

o        Nonconformance Control

o        Handling, Storing, Preserving, Packaging and Shipping

o        Installation, Startup and Operation

o        Product Service Control

o        Product & Service Performance Feedback

o        Records

o        Audits

o        Corrective and Preventative Action

o        Non-Westinghouse Inspection

The following sections highlight the Westinghouse Quality Program as it relates
to ISO 9001 Quality System Requirements, and are based on our top level Quality
Program Manual, published under separate cover.


--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

MANAGEMENT RESPONSIBILITY

It is the policy of PGBU that all personnel perform in complete accordance with
Customer and Westinghouse requirements.

Each division and function is responsible for establishing prevention oriented
quality systems and/or requirements that comply with this program.

Each functional department is responsible for establishing specific requirements
for its products, services, operations and activities.

The organization is structured so that attainment of quality requirements is
accomplished by those who have been assigned the responsibility for performing
the work.

Verification of conformance to established quality requirements is accomplished:

o        by those who do not have direct responsibility for performing the work
         or,

o        in conformance to requirements established by those who do not have
         direct responsibility for performing the work.

The Director of Quality Assurance is designated as the representative of
executive management in the area of quality and therefore responsible for
coordinating and monitoring the development of the Quality Program; and
monitoring maintenance of the requirements of applicable standards and Customer
requirements.

QUALITY SYSTEM

The activities affecting quality in the functional organizations are documented
in accordance with written systems, procedures, methods, instructions,
specifications and drawings. The documentation is established in distinct levels
that integrate the Quality Program.

For an expanded scope project, procedures shall be developed by Projects to
define the policies, requirements and procedures that are necessary for the
quality related aspects of the site scope of work that is the responsibility of
the Westinghouse divisions.


--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

CONTRACT REVIEW

During the negotiation phase, the Commercial Functions establish working
relationships with various Customers, architect-engineers, Westinghouse Law
Department, Westinghouse district sales offices, subcontractors and other
Westinghouse Divisions to assure proper information exchange. Additionally, they
maintain constant interface as necessary with the Engineering, Manufacturing,
Purchasing, Service, functional Total Quality organizations and Controller's
Departments within PGBU.

Each function's Total Quality organization participates as required in the
preparation of proposals and Customer meetings when special quality requirements
are involved.

Before acceptance of either a verbal or written contract, the Commercial
Functions are responsible for procedures that assure:

o        That agreements or contracts accurately reflect what was negotiated
         with the Customer.

o        That after acceptance, all requirements and agreements are properly
         transmitted to the contract implementers, including changes as they
         occur.

For expanded scope projects, the Commercial Functions are responsible for
defining the interface requirements for all participating organizations during
the negotiation cycle. They are responsible for defining and communicating the
requirements relating to each participating organization's role. The Commercial
Functions are responsible for coordinating all interfaces with the Customers and
participating organizations throughout their involvement in the project.

DESIGN CONTROL

Design control of all engineering effort required for the design, manufacturing,
installation and service of the project is the responsibility of the assigned
engineering manager and is provided for by engineering design procedures as
documented in design manuals. These design procedures are structured to ensure
that Customer, marketplace and engineering

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

requirements are correctly converted into manufacturing, installation and
service information in the form of drawings, specifications, data sheets and
other design documentation.

The design engineers are responsible for using their knowledge, training and
experience in conjunction with controlled design procedures to create new
equipment designs or adapt existing designs to meet the requirements of Customer
and engineering specifications. If during the design process the need to deviate
from the Customer specification arises, permission to do so must be sought from
the Customer via the Commercial Function.

Design changes are given the same attention as the original design, including
formal review with other functions on significant changes. These changes will
include those originating with the Customer, within the engineering function due
to applying design improvements, within manufacturing due to error or suggested
improvements, or changes which may originate with suppliers of materials or
components.

Changes are processed using established procedures which document these changes
and the approval of them to assure proper consideration is given to each change.

Design control for the work scope on expanded scope projects is the
responsibility of the subcontracted Engineering organization. The Commercial
Functions, Purchasing and Projects are responsible for the selection of
engineering organizations that have design capabilities to meet Customer
requirements and design control equivalent to that defined in this Quality
Program Manual. Projects is responsible for preparing quality requirement
specifications for such organizations. Purchasing is responsible for including
these specifications in requests for quotations and purchase agreements.

DOCUMENT CONTROL

Control systems are designed to establish requirements for the divisions'
personnel in order to control the issuance of documents, either electronic or
hardcopy, affecting quality such as manuals, drawings, specifications,
procedures and instructions and changes to them at points of issue and use. The
systems provide assurance that changes and updates are visible to the

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

appropriate users and those documents kept for legal or reference purposes are
suitably identified.

It is the responsibility of each functional organization to establish the
control systems for documents provided or utilized by the function.

PURCHASING

Procurement control includes documented procedures to assure appropriate quality
requirements are included or referenced in procurement documents and to assure
that purchased items conform to these quality requirements.

The functional organizations dealing with procurement activities are responsible
for identifying special quality requirements, hold points and inspection
criteria. It is the responsibility of Purchasing to include requisition,
requirements on the purchase order. Changes to purchase orders due to technical
reasons or supplier inputs are required to be reviewed consistent with the
process for the original purchase order. Changes can be initiated by any
functional organization, within their scope of responsibility. Purchasing is
responsible for processing changes and waivers to the requirements of the
purchase order.

Suppliers may be placed on the approved supplier list based on the following
criteria:

o        Proven history of satisfactory performance for the same or similar
         products.

o        Quality audit.

o        Trial purchase and testing.

New supplier qualification is the responsibility of a team headed by Total
Quality and including Purchasing and/or appropriate technical support personnel.
Other functions will also participate in supplier qualification as the need
dictates.

Unless qualification is pursued using a trial purchase and testing approach, an
audit is performed on new suppliers of other than catalog items and
miscellaneous supplies. The

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

evaluation includes a determination of the supplier's capability to meeting
Westinghouse Quality Program requirements. Nonconformances found which would
preclude performance to the quality requirements are either corrected prior to
purchase from the supplier or by agreement from the supplier that such
nonconformances will be corrected per a definite schedule.

On expanded scope contracts, subcontractors will be identified to provide
designs, systems, products, construction and/or services. These subcontractors
must have quality programs that demonstrate capability equal to that described
in the Quality Program Manual and capability to conform to the Customer contract
requirements. They are responsible for the quality of their products and
activities.

CUSTOMER SUPPLIED PRODUCTS

The Commercial Functions are responsible for negotiating arrangements with
Customers for work on Customer's products at either the Customer's site or a
PGBU location. This responsibility includes the definition of terms, conditions
and requirements for the negotiated work scope. Functional organizations
performing the work are responsible for control of the Customer's product during
the work scope and for reporting any condition outside the defined work scope to
the Commercial Function for resolution with our Customers.

PRODUCT IDENTIFICATION &
TRACEABILITY

Systems are established and documented to assure the positive identification of
materials, parts, and assemblies to applicable technical documents. The
identification system will give consideration to placement of markings for ease
in identification during assembly and maintenance.

When codes, standards or specifications require traceability of parts, materials
or service to specific operation, inspection or test records; systems have been
established to provide positive assurance and records of identity.

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

Subcontractors performing work on expanded scope projects shall have formal
procedures that define the requirements for the identification of materials,
parts and assemblies. They shall address the measures to assure that only
correct and accepted items are used and that each item relates to the applicable
document that authorizes its use. Projects is responsible for defining
identification requirements in specifications to be included in the purchase
agreement with the subcontractor.

PROCESS CONTROL

Special processes for power generation products are defined as manufacturing or
test operations that do not provide a product having readily measurable quality
characteristics. For those cases, process parameter control and operator
competency are critical to maintaining product quality. Special processes are
identified by Customer order requirements, design requirements, the ASME code or
by internal program requirements. In such cases, the procedures and/or the
personnel performing the work are formally qualified. The appropriate functional
manager is responsible for developing procedures for establishing and
maintaining qualification programs.

Suppliers of equipment made to Westinghouse drawings are required to perform
special processes in accordance with the requirements of Westinghouse
specifications or have alternate specifications approved by Engineering.
Source/Product Assurance is responsible for assessing the supplier's capability
to control and monitor these special processes.

Vendor and subcontractor personnel performing operations that require
qualification shall be identified by the requisitioner on drawings,
specifications, other technical documents or on the purchase requisition or
contract document. Adherence to the qualification requirements shall be
monitored by the functional organizations involved with vendors and
subcontractors through the approval of vendor documentation, vendor audit,
source inspection and receiving inspection programs.

Subcontractors performing work on expanded scope projects are required to have
formal procedures for special process control that define the requirements for
documentation,

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

performance and subsuppliers. Engineering is responsible for defining special
process control requirements in specifications to be included in the purchase
agreement with subcontractors.

Subcontractors performing work on expanded scope projects shall have formal
qualification procedures for the personnel, process and equipment that relate to
activities that do not have readily measurable quality levels.

INSPECTION AND TESTING

The examination, inspection and test procedures for Business Unit products are
developed and implemented to provide assurance that the requirements of the
drawings, specifications, Customer order documents and applicable codes have
been satisfied.

The functional organizations are responsible for determining the degree and
location (i.e., receiving area or supplier facility) of purchased material
verification prior to release. They assure development of inspection and/or test
plans, may perform the inspection and/or test, and determine the disposition of
the purchased item. It is Purchasing's responsibility to obtain notification
from the supplier of inspection and/or test occurrence and notify the functional
organization.

The basic responsibility for performing the necessary verifications of product
quality rests with the supplier. The functional organizations establish
procedures to evaluate the supplier's performance. They include supplier
document submittal, source inspection, receiving inspection and test witness.

The method for generation and submittal of required supplier objective evidence
(e.g., test reports, certificates of conformance, etc.) is specified in the
purchasing documents. Such requirements are identified on the applicable drawing
or specification or added to the purchase order as a special note.

Subcontractors performing work on expanded scope projects shall have formal
procedures that define the requirements for examination, inspection, test
activities and control of nonconformances. Projects is responsible for defining
examination, inspection and test

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

requirements in specifications to be included in the purchase agreement with
subcontractors. The specification should also define interface requirements for
the resolution of nonconformances. Projects shall also establish quality plans
for the construction scope of work at the site and assure the implementation of
these plans.

INSPECTION, MEASURING, AND TEST
EQUIPMENT

Procedures have been established which require that all precision measuring
tools, gauges, indicating and recording instruments, test software, and other
measuring devices which are used to verify product quality are maintained and
periodically calibrated for accuracy against recognized standards.

Organizations that utilize measuring and test equipment to verify product
quality are responsible for establishing and maintaining a calibration program.
This program shall address as a minimum the items that are used to verify
product/service conformance and for which an out of calibration condition could
significantly impact cost, the outgoing quality level, reliability or
performance. It is the responsibility of the organizations to identify the
measuring equipment they use for performing process operations.

The functional organizations involved with measuring and test equipment control
are responsible for assuring that the calibration system is documented,
calibration procedures are maintained, and calibration of such equipment and all
primary and secondary standards used during the calibration process is verified.

Subcontractors performing work on expanded scope projects shall have formal
procedures that define the requirements for the control of measuring and test
equipment. They shall define the requirements for calibration, storage, use and
documentation of such equipment. Projects is responsible for defining measuring
and test equipment control requirements in specifications to be included in the
purchase agreement with the subcontractors.

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

INSPECTION AND TEST STATUS

Measures are established to allow determination of the inspection and test
status of materials, parts and assemblies during all processing stages. Systems
also provide objective evidence of inspections and tests performed.

Before final release of products, the responsible functional organizations
ensure a system exists that will, as a minimum, verify that all tests and
inspections have been completed, all nonconformances been resolved, all quality
requirements have been met and the product release document has been completed.

Documentation that describes, defines and verifies that the product conforms to
the design and quality requirements is available for submittal as required by
contract. This documentation is also available for review on-site. Typical
documents of this category are test reports, inspection records, material
certifications and special process reports.

CONTROL OF NONCONFORMANCES

A nonconformance is production material, product, or a service which varies from
requirements as defined by contract, drawing, specification, procedure, process
or quality standard. A nonconformance report may be initiated by personnel
performing in-factory inspections, field service inspections, source
surveillance audits or by subcontractor and/or material suppliers. The completed
report provides a statement of the requirement, a complete definition of the
nonconformance and the final disposition.

Suppliers, subcontractors, architect-engineers, constructors and major material
suppliers shall have procedures for documenting and resolving nonconformances.
Functional Total Quality organizations dealing with contracted organizations are
responsible for defining nonconformance control system requirements in
specifications to be included in the purchase agreement with the participating
organizations.

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

A manufacturing nonconformance is designated Customer Sensitive if the item
being dispositioned is Customer owned or if the acceptance and use of an item
outside of the design or drawing tolerance could adversely affect one of the
following:

o        Reliability

o        Interchangeability

o        Performance

o        Appearance

o        Interface parameters with other equipment

Engineering identifies the Customer Sensitive status in the course of their
disposition analysis.

The Projects or Commercial Functions are responsible for determining the
commercial implications of the situations and resolving them with the Customer.

CORRECTIVE ACTION

Corrective and preventative action is the closed loop system which defines
deficiencies discovered in process or product, identifies the root causes of the
deficiency and plans, schedules and ensures effective implementation of
solutions and appropriate preventative measures. Areas for improvement are
identified through the gathering of data from various sources and the analysis
of such data.

The responsibility for the necessary corrective action lies with the manager of
the functional department(s) responsible for the root cause(s) of the problem.
The functional manager responsible for the corrective action is responsible to
obtain the necessary participation of other functional organizations.

It is imperative that the corrective and preventative actions effort be
documented and maintained by each impacted functional department. The
documentation shall be so maintained that each problem and the corresponding
corrective and preventative action is

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

readily accessible and the follow-up to verify implementation may be performed.
When new issues are identified, past corrective and preventative efforts on
similar problems shall be readily obtainable.

HANDLING, STORAGE, PACKAGING,
PRESERVATION AND DELIVERY

Cleaning, packaging, and preservation for shipment is performed in accordance
with documented instructions, procedures or drawings.

It is the responsibility of Engineering to document the requirements for
preservation in drawings, specifications or instructions. These requirements
include preservation provisions for both long- and short-term storage.
Manufacturing is responsible for accomplishing the work, including cleaning,
packaging, marking, labeling and preserving. Purchasing is responsible for
transmitting shipping requirements to vendors and determining their capability
to meet them. The Transportation Department is responsible for defining methods
that assure integrity of products during delivery to their destination and for
monitoring conformance to those methods.

Subcontractors performing work on expanded scope projects shall have procedures
that address requirements for the handling, storing and shipping of products
they provide.

The organization contractually responsible for storage and installation is
responsible for monitoring the preservation and storage conditions of products
and reporting nonconformance conditions to the appropriate technical
organization for resolution.

QUALITY RECORDS

Records are prepared as work is performed to furnish documentary evidence of the
quality of products and of the accomplishment of activities affecting quality.
Records are consistent with applicable codes, standards, specifications and
contracts and are used in management of the Quality Program.

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

Records which are to be submitted to Customers are required by contract or to
authorized inspection agencies are to be copied and formally transmitted with a
record of transmittal retained. The department responsible for the transmittal
is responsible for maintaining the record of transmittal.

Functional managers determine how long the records for which their departments
are responsible are to be retained at each retention level. These periods shall
be no shorter than minimum retention period specified in the Westinghouse
Corporate Controller's Manual guidelines for the type of record.

INTERNAL QUALITY AUDITS

The Business Unit maintains a planned and documented audit program. This
two-part program is comprised of functional organization internal audits and
overall PGBU Quality Program Audits.

o        Functional Organization Internal Audits - Each functional organization
         is required to maintain a self-audit program. This program will verify
         that the functional organization is meeting its responsibilities as
         defined in the Quality Program Manual, and the procedures used to meet
         those responsibilities are being utilized according to the
         organization's documented procedures.

o        PGBU Quality Program Audits - The Director of Total Quality will assess
         the content of and adherence to the policies and procedures of the
         Quality Program Manual by the functional organizations. Results of
         audits of the functional organizations performed both externally and
         internally will be utilized in the assessment. The Director of Total
         Quality is responsible for maintaining this overall PGBU quality
         program audit system and elevating audit results to appropriate
         Business Unit management for review.

TRAINING

The Training Program is a vital part of the implementation and maintenance of
the Quality Program.

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

The Quality Program is designed to ensure that employees are qualified to
perform their jobs. This two-step process begins by placing individuals with the
appropriate background in specific positions. The PGBU Training Program then
ensures that employees increase their proficiency in their current job and are
prepared for future opportunities and increased responsibilities.

SERVICING

Systems and procedures are established which provide for the technical support
necessary for the operation, maintenance, modifications and repairs to turbine
generator products during their operational life. These system and procedures
result in having thorough instruction for and complete and accurate records of
modifications and repairs made on the products under the jurisdiction of the
Business Unit.

STATISTICAL TECHNIQUES

Process control is primarily achieved through the use of statistical approaches.
Continuous improvement in processes results from reduction of process
variability and proper process aim. Statistical techniques provide the
understanding for addressing process variability and aim. Systems have been
implemented to utilize statistical techniques in activities throughout Power
Generation. These systems are defined in procedures contained in the appropriate
manuals. In addition, training and operation procedures in statistical process
management is integrated into our normal course of business.


--------------------------------------------------------------------------------

<PAGE>




                              AES IRONWOOD PROJECT



                                  QUALITY PLAN








                                   SECTION III


                          INSPECTION AND TEST PLANS FOR

                         MAJOR ITEMS OF EQUIPMENT SUPPLY





<PAGE>

--------------------------------------------------------------------------------

                                      Westinghouse Inspection and Test Plan-
                                      AES Ironwood Equipment Supply

--------------------------------------------------------------------------------

                                      This Inspection and Test Plan contains
                                      listings of typical inspection and test
                                      operations carried out during the
                                      procurement and manufacture of
                                      Westinghouse-supplied power generation
                                      equipment to provide assurance that all of
                                      the Westinghouse and AES requirements have
                                      been satisfied. These specific inspections
                                      and tests for Westinghouse power
                                      generation products are developed and
                                      implemented from drawings, specifications,
                                      customer order documents and applicable
                                      codes and standards, specifying controlled
                                      processes and evaluated against objective
                                      criteria for acceptance. Westinghouse
                                      recognizes our customers' desire to
                                      understand and participate in the systems
                                      for assuring product quality. We provide
                                      this plan as an overview, to give our
                                      customers visibility of the inspections
                                      and tests which we will implement in
                                      fulfilling their order. At the same time,
                                      this plan may serve as a guideline for
                                      customer involvement in our quality
                                      verification process.

BACKGROUND                            Westinghouse Design & Manufacturing
                                      Standards

                                      Westinghouse turbine and generator
                                      equipment and systems are designed and
                                      manufactured to standards and practices
                                      that, over many years have been developed
                                      and qualified for these specific
                                      applications, and that incorporate
                                      applicable portions of recognized
                                      international standards. These rules and
                                      standards have been used successfully for
                                      all Westinghouse turbine generator
                                      equipment sold within the United States
                                      and in many other countries through the
                                      world.

                                      Westinghouse does meet those
                                      internationally recognized standards that
                                      have been interpreted to be applicable to
                                      turbines and generators for power house
                                      applications in the US, including certain
                                      standards published by organizations such
                                      as ASME, ANSI, IEEE, and NEMA.

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------

                                      Materials

                                      Westinghouse specifies the materials to be
                                      utilized in turbines and generators in
                                      accordance with standards developed over
                                      years of research, testing and application
                                      experience. These standards meet and often
                                      exceed their ASTM or ASME counterparts,
                                      primarily because Westinghouse
                                      requirements are more restrictive and
                                      require additional or different testing
                                      than the nationally recognized
                                      specifications, when applied to
                                      Westinghouse products

                                      WELDING AND FABRICATION

                                      Turbines & Generators

                                      Turbines, generators and their integral
                                      piping have been historically excluded
                                      from the scope of the ASME/ANSI Codes.
                                      Westinghouse has therefore continue over
                                      time, to develop and improve our methods
                                      and criteria for fabrication and welding,
                                      often drawing on the strengths of the
                                      existing codes as baselines. The
                                      Westinghouse system of proprietary Process
                                      Specifications for welding, forming, heat
                                      treating and inspection, are based on
                                      recognized codes, such as; ANSI/ASME
                                      B31.1, ASME Section VIII, Division 1, ASME
                                      Section IX, ASME Section V, ASTM and ASNT.
                                      Any differences are usually slight, but
                                      always based on years of research, testing
                                      and experience, and optimized to yield the
                                      highest practical levels of performance
                                      and reliability in Westinghouse
                                      applications.

                                      AUXILIARIES, STRUCTURES, BALANCE-OF-PLANT,
                                      SUPPORT SYSTEMS

                                      Additional equipment in the Westinghouse
                                      scope of supply will be designed and
                                      manufactured in accordance with applicable
                                      codes, standards, and regulations in
                                      effect for the installation site.

                                      Typical US requirements would include:

                                      Code stamping of boilers and vessels per
                                      ASME Sections I and VIII

                                      Piping Systems in accordance with
                                      ANSI/ASME B31.1

                                      Structural welding per AWS D1.1

--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------


                                      Welding qualifications per ASME IX or AWS

                                      Electrical design per IEEE, NEMA, NEC

WESTINGHOUSE                          Westinghouse believes very strongly in the
GSD INSPECTION &                      concept of Process Control and
TEST PHILOSOPHY                       Verification, as applied to the allocation
                                      of inspection and test resources. The
                                      concept, put very simply, is that
                                      everything is done according to a process.
                                      A process consists of inputs, internal
                                      actions, and deliverables. A process with
                                      well defined inputs and controlled
                                      internal actions, will invariably yield
                                      deliverables of a predictable nature.

                                      Westinghouse Generation Systems Divisions
                                      has structured its programs to maximize
                                      the integrity of "Inputs" and verify the
                                      consistency of "Internal Actions", as the
                                      primary means to assure the quality of our
                                      "Deliverables".

                                      This concept is one of the many valuable
                                      lessons learned resulting from the
                                      Business Unit certification to ISO 9001 by
                                      Lloyd's Registry. By concentrating our
                                      efforts to define and control processes,
                                      we are able to realize improvements in
                                      productivity while still maintaining the
                                      high standards of performance and
                                      reliability which made Westinghouse a
                                      world leader in Power Generation.

                                      CUSTOMER PROCESS VERIFICATION

                                      Westinghouse encourages customers to visit
                                      our factories or supplier facilities to
                                      observe and participate in the process
                                      verification activities being conducted on
                                      similar types of equipment or components.
                                      Westinghouse believes this arrangement is
                                      advantageous to our customers because they
                                      are able to schedule their visits at their
                                      convenience, rather than be under the
                                      limitations of a production schedule.

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<PAGE>

--------------------------------------------------------------------------------


                                      In addition, since some power block,
                                      auxiliary and support components are
                                      manufactured under a stocking program, it
                                      affords the customer the opportunity to
                                      review their choice of test or inspection
                                      verifications on similar apparatus, even
                                      though the customer's order may be in a
                                      different stage of manufacture.

                                      Inspections and tests on Westinghouse-
                                      supplied equipment are conducted in
                                      accordance with documented procedures or
                                      instructions and evaluated against
                                      established criteria. Results of
                                      inspections and tests are documented and
                                      retained. While visiting the facilities of
                                      Westinghouse and our suppliers, customer
                                      representatives are afforded free access
                                      to review all inspection and test
                                      documentation then available for their
                                      specific equipment. This review may
                                      include any of the proprietary
                                      manufacturing drawings, Process and
                                      Material Specifications that apply to
                                      their equipment. Records of critical
                                      inspections and tests may be assembled and
                                      transmitted to the customer as a "Quality
                                      Records Package" at the conclusion of the
                                      order.

--------------------------------------------------------------------------------

<PAGE>

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GUIDELINES FOR                        The subsequent pages delineate inspections
APPLICATION                           and tests for subsystems of the AES
                                      Ironwood scope of supply in matrix form.

                                      Definition of Column Headings
                                      -----------------------------

                                        Ref. No.         Used to reference a
                                                         particular component or
                                                         process of a subsystem.
                                                         Not always listed in
                                                         operational sequence.

                                        Component        Name or description of
                                                         item. May refer to
                                                         assembly or process
                                                         activities.

                                        Inspection and/  May also refer to a
                                        Or Test          series of in-process
                                                         activities, spanning
                                                         multiple shifts, or
                                                         days.

                                        Criteria         Primary source(s) of
                                                         information on which
                                                         evaluation is based.
                                                         For activities
                                                         performed in
                                                         Westinghouse
                                                         facilities, criteria
                                                         will usually be
                                                         proprietary drawings
                                                         and Process/Test
                                                         Specifications, all of
                                                         which are available for
                                                         Customer review during
                                                         verification visits.

                                        Verification     Method or vehicle by
                                                         which inspection/test
                                                         results are recorded or
                                                         transmitted.

                                        Location         Place of inspection or
                                                         test. For clarity, it
                                                         will be either
                                                         "Westinghouse" or
                                                         "Supplier". Actual
                                                         geographic location
                                                         will vary.

                                        Comments         Suggested Witness
                                                         points are indicated
                                                         for which advance
                                                         notification can be
                                                         given for AES to
                                                         observe certain quality
                                                         verification
                                                         activities.

--------------------------------------------------------------------------------


<PAGE>

                          GSD INSPECTION AND TEST PLANS

<TABLE>
<CAPTION>
                                    CONTENTS                                                     Rev.:                        0

                    AES Ironwood - 2 x 1 501G Combined Cycle Power Plant                         Date:                     5/12/98

------------------------------------------------------------------------------------------------------------------------------------
     Subsystem                                           Description                           # of Pages        Revision & Date
------------------------------------------------------------------------------------------------------------------------------------

<S>    <C>          <C>                                                                         <C>               <C>       <C>
       501G         501G Combustion Turbines                                                        4              0        5/12/98

       HCGN         Hydrogen-Cooled Generators - 2 Combustion Turbine and 1 Steam Turbine           3              0        5/12/98

       MECH         Combustion Turbine Mechanical Packages                                          1              0        5/12/98

       SPKG         Combustion Turbine Starting Packages                                            1              0        5/12/98

       EPKG         Combustion Turbine Electrical Packages                                          1              0        5/12/98

       KBAC         Combustion Turbine Rotor Air Coolers - Typical                                  1              0        5/12/98



       HIST         HP/IP Steam Turbine                                                             3              0        5/12/98

       LPST         LP Steam Turbine                                                                2              0        5/12/98

       HRSG         Heat Recovery Steam Generators                                                  2              0        5/12/98

       COND         Steam Turbine Condenser                                                         1              0        5/12/98

       SLOS         Steam Turbine Lube Oil Supply System                                            1              0        5/12/98

       BFDP         Boiler Feedpumps                                                                2              0        5/12/98

       MXFR         Main Step-Up Transformers                                                       1              0        5/12/98

       WDPF         WDPF Unit Integrated Control System                                             1              0        5/12/98
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  501G  W501G Combustion Turbine           Date:                     5/12/98
                                                                                                 Page:                      1 of 4
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.


------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
501G-1     Spindle Forgings      Chemical composition          Material             Mtl. test           Supplier
                                 and Mechanical                specification        rpt./cert.
                                 properties test

                                 NDE after heat treatment      W - process spec.    Test report         Supplier

                                 In process visual and         W - drawing          Insp. forms         Supplier
                                 dimensional checks

                                 NDE after final machining     W - process spec.    Insp. forms         Supplier

501G-2     Discs & Torque Tubes  Chemical composition and      Material             Mtl. test           Supplier
                                 Mechanical properties tests   Specification        rpt./cert.

                                 NDE after heat treatment      W - process spec.    Insp. forms/cert.   Supplier

                                 In-process visual and         W - drawings         Insp. forms         Supplier
                                 dimensional checks

                                 NDE after final machining     W - process specs    Insp. forms         Supplier

501G-3     Turbine and           Chemical composition and      Material             Mtl. test           Supplier
           Compressor Blading    Mechanical properties checks  specifications       rpt./cert.

                                 NDE as required               W - drawings/specs   Insp. forms/cert.   Supplier

                                 Visual & dimensional checks   W drawings           Insp. forms         Supplier
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  501G  W501G Combustion Turbine           Date:                     5/12/98
                                                                                                 Page:                      2 of 4
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.


------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
501G-4     Turbine/Compressor    Verify bolt stretch           W-drawings/process   Insp. forms         Westinghouse
           Stack                                               specs

                                 Radial runout of unbladed     W-drawings/process   Insp. record        Westinghouse
                                 Rotor assembly                specs

                                 Electrical/mechanical         W-drawing/process    Insp. record        Westinghouse
                                 Runout inspection             specs

                                 Total rotor balance           W-drawing/process    Insp. record        Westinghouse   Witness point
                                                               spec

501G-5     Cylinder Castings     Chemical & mechanical         Material/process     Material            Supplier
           And Fabrications      Properties check incl.        specs                certifications
                                 stress
                                 Relief of fabrications

                                 Nondestructive                W-process            Insp. forms         Supplier
                                 examination                   specs

                                 Visual/dimensional            W-drawings           Insp. forms         Supplier
                                 checks

                                 Check horizontal &            W-drawing/process    Insp. forms         Westinghouse
                                 vertical                      spec
                                 Joint flatness
                                 surface finish

                                 Finish machine                W-drawings           Insp. forms         Westinghouse
                                 dimensional
                                 inspection

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  501G  W501G Combustion Turbine           Date:                     5/12/98
                                                                                                 Page:                      3 of 4
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.


------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
501F-6     Turbine Vane          Verify material properties    Material             Insp. forms,        Supplier
           Segments                                            specifications       certifications

                                 NDE when specified            W-drawing            Insp. forms         Supplier

                                 Visual/dimensional checks     W-drawing            Insp. forms         Supplier

                                 NDE after stress relief Of    W-drawing/process    Insp. forms         W/Supplier
                                 assemblies                    spec

                                 Finish machine dim. insp.     W-drawings           Insp. forms         W/Supplier

                                 Coating insp and air          W-drawings/process   Insp. forms         W/Supplier
                                 flow test                     spec
                                 Where required

501G-7     Combustor Baskets     Verify material properties    Material             Insp. forms         Supplier
                                                               specifications

                                 In-process checks of Spot     W-process            Insp. forms         Supplier
                                 Welding operations            specifications

                                 Nondestructive examination    W-process            Insp. forms         W/Supplier
                                                               specifications

                                 Visual & dimensional checks   W-drawings           Insp. forms         W/Supplier

501G-8     Compressor            Verify material properties    Material             Insp. forms,        Supplier
           Diaphragms                                          specification        certifications

                                 Visual & dimensional checks   W-drawings           Insp. forms         Supplier

                                 NDE where required            W-drawing/process    Insp. forms         W/Supplier
                                                               specs

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  501G  W501G Combustion Turbine           Date:                     5/12/98
                                                                                                 Page:                      4 of 4
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.


------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
501G-9     Engine Assembly       Verify concentricity          W-drawing/process    Insp. forms         Westinghouse
                                 of Cylinder bores             specs
                                 with inlet and Exhaust
                                 bearing bores

                                 Charting of blade ring,       W-drawing/process    Insp. record        Westinghouse
                                 vane & Ring segment           spec
                                 circumferential
                                 Clearance

                                 Charting of rotor radial      W-drawing/process    Insp. record        Westinghouse   Witness point
                                 and Axial clearances to       spec
                                 Diaphragms, vanes &
                                 seals

                                 Verify cleanliness of oil     W-drawing/process    Insp. form          Westinghouse
                                 Passages, flow areas &        spec
                                 air Piping

                                 Verify preservation on port   W-drawing/process    Insp. forms         Westinghouse
                                 Openings, bearings and        specs
                                 thrust Assemblies

                                 Verify engine preservation    W-drawing/process    Insp. forms         Westinghouse
                                 And Packaging                 specs

                                 Final pre-shipment            Checklists, docum.   Inspection forms,   Westinghouse   Witness Point
                                 inspection                    review               C of C
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN
                              Inspection & Test Plan For:                    AES Ironwood

                                                                                                  Rev.:                        0
                              Subsystem:        HCGN        Hydrogen Cooled Generator             Date:                    5/12/98
                                                                                                  Page:                       1 of 3
                                                                                                  Documents referenced are latest
                                                                                                  rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components     Inspection and/or Test             Criteria                  Verification      Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                <C>                                <C>                       <C>               <C>            <C>
HCGN-1    Rotor Body         Chem. & mech. properties verif.    Material specification    Mtl. test rpts,   Supplier
                                                                                          certificates

                             Ultrasonic examination             W-process specifications  Test report,      Supplier
                                                                                          certification

                             Visual/dimensional checks          W drawings                Insp. forms       Supplier

                             Dimensional/concenticity Checks    W dwg/process specs       Insp. forms       Westinghouse

                             Dimensional charting during        W dwg/specifications      Insp. forms       Westinghouse
                             slotting & machining, release
                             for winding

HCGN-2    Retaining Rings    Chem. & mech. Properties verif.    Material specifications   Mtl. test rpts,   Supplier
                                                                                          certification

                             Ultrasonic examination             W process specifications  Test report,      Supplier
                                                                                          certification

                             Visual/dimensional checks          W drawings                Insp. forms       Westinghouse
                             After machining

                             Penetrant examination              W  process specification  Insp. forms       Westinghouse

HCGN-3    Rotor Coils        In-process checks of forming,      W dwgs/process specs      Insp. forms,      West./Supplier
                             insulating, baking, brazing,                                 checklists
                             Dimensions, electrical testing
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN
                              Inspection & Test Plan For:                    AES Ironwood

                                                                                                  Rev.:                        0
                              Subsystem:        HCGN        Hydrogen Cooled Generator             Date:                    5/12/98
                                                                                                  Page:                       2 of 3
                                                                                                  Documents referenced are latest
                                                                                                  rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components     Inspection and/or Test             Criteria                  Verification      Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                <C>                                <C>                       <C>               <C>            <C>
HCGN-4    Rotor Winding      Ground test of cells, axial &      W Insul/process specs     Insp. forms       Westinghouse
                             Radial leads

                             Dimensional winding checks         W dwg/process specs       Insp. forms,      Westinghouse
                                                                                          checklists

                             In-process electrical checks,      W Insulation/test specs   Insp. forms,      Westinghouse
                             Pole balance, dielectric test                                checklists

HCGN-5    Rotor Assembly     Dimensional charting, checks       W dwgs/process specs      Insp. forms,      Westinghouse
                                                                                          checklists

                             Season, balance & overspeed        W Insul/process specs     Insp. forms,      Westinghouse   Witness
                                                                                          test rpts.                       Point

                             Insul. resistance & hi-pot test    W Insul/test spects       Test report       Westinghouse   Witness
                                                                                                                           Point

HCGN-6    Stator Core        Visual/dimensional checks,         W dwg/process specs       Insp. forms,      Suuplier/W
          Assembly           NDE of frame fab/machining                                   checklists

                             In-process checks; punchings,      W dwgs/process specs      Insp. forms,      Westinghouse
                             Core building                                                checklists

                             Dimensional & thermographic        W dwgs/test specs         Insp. forms,      Westinghouse
                             Inspection of finished core                                  test reports

------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN
                              Inspection & Test Plan For:                    AES Ironwood

                                                                                                  Rev.:                        0
                              Subsystem:        HCGN        Hydrogen Cooled Generator             Date:                    5/12/98
                                                                                                  Page:                       3 of 3
                                                                                                  Documents referenced are latest
                                                                                                  rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components     Inspection and/or Test             Criteria                  Verification      Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                <C>                                <C>                       <C>               <C>            <C>
HCGN-7    Stator Coils       In-process checks; forming,        W drawings, material      Insp. forms,      West./ Supplier
                             insulating, curing, geometry,      Specs, Insulation and     checklists
                             Coatings, turn & grnd testing      Test/process specs

HCGN-8    Stator Winding     In-process winding/elec. tests,    W dwg/Insul/test specs    Insp. forms,      Westinghouse
                             flow test                                                    checklists
                             El Cid test of wound stator        W process/test specs      Test report       Westinghouse

                             High-potential test                W Insul/test spec         Test report       Westinghouse

HCGN-9    Final Generator    Assy checks; rotor installation,   W dwgs/process specs      Insp. forms,      Westinghouse
          Assy               Air gap, bearing assy,                                       checklists
                             Alignments, clearances

                             Air test                           W dwg/process spec        Insp. forms       Westinghouse

                             Final electrical tests, winding    W Insul/test specs        Insp. forms,      Westinghouse   Witness
                             resistance, RID tests                                        checklists                       Point

                             Final Insp, docum. complete,       W dwgs/process specs      Insp. forms,      Westinghouse   Witness
                             Foreign object insp., preserve,                              checklists,                      Point
                             Packing, rel. for shipment                                   Quality Release

HCGN-10   Static Exciter     Collector assy, bal, elec. checks  W dwgs/process specs      Insp. forms,      Supplier/West.
                                                                                          checklists

                             Controls checks: amplifier,        ANSI, IEEE, NEMA stds,    Insp. forms,      Supplier/West.
                             firing circuit, logic test,        design specifications     checklists
                             Insulation test, control circuit
                             & continuity tests, shop
                             acceptance test

------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                           Inspection & Test Plan for:                      AES Ironwood

                                                                                                  Rev.:                        0
                           Subsystem:   MPKG Lube Oil Supply System                               Date:                   5/12/98
                                                                                                  Page:                       1 of 1
                                                                                                  Documents listed are latest
                                                                                                  revision unless otherwise stated
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.      Components     Inspection and/or Test             Criteria                  Verification      Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                <C>                                <C>                       <C>               <C>            <C>
MPKG-1    Bedplate and       Overall dimensions                 Drawings, tech specs,     Per Supplier's    Supplier/
          Enclosure          Door & seal operation              codes & standards,        Quality Program   sub-supplier
                             Check sealing, fittings, paint     Mfr's procedures
                             Check stairs, platform assy

MPKG-2    Component          Verify proper installation of      Drawing, tech specs,      Per Supplier's    Supplier/
          Installation       pumps, valves, cabinets,           component installation    Quality Program   sub-supplier
                             instrumentation                    instructions

MPKG-3    Piping & Tubing    Checks for:  cleanliness,          Drawings, tech specs,     Per Supplier's    Supplier/
                             alignment, gasketing, tightening   codes & standards,        Quality Program   sub-supplier
                             of bolts and fasteners,            Mfr's procedures
                             fittings, pipe supports

MPKG-4    Electrical         Verify cable runs, terminations,   Drawings, tech specs,     Per Supplier's    Supplier/
          Services           instrument hook-ups, conduits &    codes & standards,        Quality Program   sub-supplier
                             trays                              Mfr's procedures,
                             Check marking & tagging            contract requirements

MPKG-5    Final Assembly     Shop test when specified           Test Specification        Test Checklist    Supplier/
                                                                                                            sub supplier

                             Final inspection, paint,           Drawings, tech specs,     Insp. Forms,      Supplier/
                             preserve, prep for shipment,       codes & standards,        documentation     sub supplier
                             completeness                       Mfr's procedures,         per Supplier's
                                                                contract requirements     program, Source
                                                                                          Surveillance
                                                                                          report
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<CAPTION>

INSPECTION AND TEST PLAN


                             Inspection & Test Plan For:                          AES Ironwood

                                                                                                 Rev.:                        0
                             Subsystem:        SPKG Starting Package & Starting Motor            Date:                    5/12/98
                                                                                                 Page:                       1 of 1
                                                                                                 Documents referenced are latest
                                                                                                 revision unless noted otherwise
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.      Components     Inspection and/or Test         Criteria          Verification              Location           Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                <C>                            <C>               <C>                       <C>                 <C>
SPKG-1    Materials:

          Torque Converter   Verif unit characteristics     Eng. spec, dwgs   Per Supplier's QC prgm    Supplier/Sub-suppl

          Clutch             Verif unit characteristics     Eng. spec, dwgs   Per Supplier's QC prgm    Supplier/Sub-suppl

          Control & lube     Verif proper materials         Eng. spec, dwgs   Per Supplier's QC prgm    Supplier/Sub-suppl
          systems

          Bedplate &         Verify proper materials        Eng. spec, dwgs   Per Suppliers' QC prgm    Supplier/Sub-suppl
          Enclosure

          Starting Motor     Verify configuration, rating   Motor spec, dwgs  Test rpt, perf curves     Supplier/Sub-suppl

SPKG-2    Assy & Test,       In-process insp; welding,      Mfrs specs, dwgs  Doc. per manuf. QC prgm   Supplier
          final insp.        wiring, vis & dim.

                             T.I.R. on connecting points    Eng. spec, dwgs   Supplier's data form      Supplier

                             Pressure check of piping       Eng. spec, ANSI   Supplier's data forms     Supplier
                                                            B31.1

                             Electrical checks              Eng. spec, NEC,   per Supplier's QC prgm.   Supplier
                                                            dwgs

                             Verify cleaning, painting,     Eng. spec, dwgs   Insp. forms, checklist,   Supplier
                             preservation, dimensional,                       Source Surveillance
                             tagging, marking                                 report

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<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                             Inspection & Test Plan For:                          AES Ironwood

                                                                                                  Rev.:                        0
                             Subsystem:        EPKG     Electrical Package                        Date:                     5/12/98
                                                                                                  Page:                       1 of 1
                                                                                                  Documents referenced are latest
                                                                                                  revision unless noted otherwise
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.  Components              Inspection and/or Test             Criteria             Verification      Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                     <C>                                <C>                  <C>               <C>            <C>
EPKG-1    Enclosure               Overall dimensions                 Design Spec,         Insp. checklist   Supplier
                                  Check inside wall finish           mfrs dwgs.
                                  Door & seal operation
                                  Battery compartment seals,
                                     venting
                                  Overall sealing & drainage
                                  Check bolting, painting

EPKG-2    Electrical Services     Verify light fixture locations     Design spec.         Insp. checklist   Supplier
                                  Check wiring, conduits             elec. code,
                                  Check drops into cabinets          Manuf. Drawings
                                  Verify fire protection install.
                                  Check install. of air cond.
                                  Check install. of grnd. assy

EPKG-3    Cabinet Installation    Verify cabinet location            Design spec,         Insp. checklist   Supplier
                                  Check bolting, wall mounting       elec. code,
                                  Verify cut-outs grommeted          grounding spec,
                                  Verify cabinets grounded           mfr's and
                                                                     sub-supplier dwgs.

EPKG-4    Wiring                  Verify correct materials           Elec. code, Design   Insp. checklist,  Supplier
                                  Check terminations, marking        spec.                doc. per
                                  Check neatness, routing            Mfr's dwgs, wiring   Supplier's QC
                                  Check labels & continuity          list                 prgm, Source
                                                                                          Insp. report

------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  KBAC Kettle Boller Rotor                 Date:                     5/12/98
                                                        Cooling Air Coolers                      Page:                      1 of 1
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
KBAC-1        Materials: Tubes   Verify proper material        Design spec, ASME,   Matl.               Supplier
                                                               ASTM ASME VIII,      Certification
                                                               Div. 1

                         Heads   Verify proper material        Design spec, ASME,   Matl.               Supplier
                                                               ASTM ASME VIII,      Certifications
                                                               Div. 1

                    Tubesheets   Verify proper material        Design spec, ASME,   Matl.               Supplier
                                                               ASTM ASME VIII,      Certifications
                                                               Div. 1

           Shells, connections   Verify proper material        Design spec, ASME,   Matl.               Supplier
                                                               ASTM ASME VIII,      Certifications
                                                               Div. 1

             Support Structure   Verify proper material        Design spec, UBC,    Matl.               Supplier
                                                               ASTM                 Certifications

KBAC-2      Cooler fabrication   In-process insp: Fit-up,      Design spec, weld    Data forms,         Supplier
                                 welding, vis/dim, NDE,        specs, ASME          Inspection forms,
                                 cleaning, assembly            VIII & IX            checklists,
                                                                                    travelers

             Support Structure   Fit-up, welding, vis/dim,     Design & welding     Checklists, Insp.   Supplier
                                 cleaning                      specs, AWS D1.1      forms, travelers

KBAC-3      Assy & Test, final   Hydrotest                     Design spec, ASME    Test report,        Supplier
                         Insp.                                 VIII                 Form U1A

                                 Drain, clean, paint,          Design
                                 preserve                      specification

                                 Verify cleaning, painting,    Design spec, dwgs,   Insp. forms, data   Supplier
                                 preservation, dimensional,    Supplier outline     sheets, Source
                                 nameplate data                dwg. ASME VIII,      Surveillance
                                                               Div. 1               report ASME form
                                                                                    U1A, nameplates
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  HIST     HP/IP Steam Turbine             Date:                     5/12/98
                                                                                                 Page:                      1 of 3
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
HIST-1     Rotor                 Chem. composition/mech.       Material             Mtl. test rpt./     Supplier
                                 Properties verification       Specification        certificatio

                                 Thermal stability test        W-specification      Test report         Supplier

                                 Ultrasonic examination        W-mtl./process       Test report         Supplier
                                                               specs

                                 Visual/dimensional checks     W-drawing            Insp. forms         Supplier

                                 NDE after machining           W-dwgs/process       Insp. report        Westinghouse
                                                               specs

                                 Visual/dimensional checks     W-drawings           Insp. forms         Westinghouse

                                 In-process blading checks     W-dwgs/process       Insp. forms         Westinghouse
                                                               specs

                                 Balance & overspeed test      W-process            Test report         Westinghouse   Witness Point
                                                               specifications

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  HIST     HP/IP Steam Turbine             Date:                     5/12/98
                                                                                                 Page:                      2 of 3
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
HIST-2     Rotating Blades       Verify chemical/mechanical    Material             Mtl test            W or Supplier
                                 Properties                    specifications       rpt/certification

                                 Nondestructive examination    W dwgs/process       Insp. forms         W or Supplier
                                                               specs

                                 Visual/dimensional checks     W dwgs/process       Insp. forms         Westinghouse
                                                               specs

HIST-3     Stationary Blading    Verify material properties    Material             Test rpts/          Supplier
                                                               specifications       certifications

                                 Visual/dimensional checks     W-dwgs/process       Insp. forms         Westinghouse
                                                               specs

HIST-4     Blade Rings &         Verify chem/mechanical        Material             Mtl test rept/      Supplier
           Dummy Rings           Properties                    specifications       certification

                                 Nondestructive Examination    W-dwg/process        Insp. forms         Supplier
                                                               specs

                                 Visual/dimensional checks     W-drawings           Insp. forms         Westinghouse

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  HIST     HP/IP Steam Turbine             Date:                     5/12/98
                                                                                                 Page:                      3 of 3
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
HIST-5     Nozzle Chambers       Chem. composition &           Material             Mtl test reports    Supplier
                                 Mechanical properties test    specification

                                 Nondestructive examination    W specs/dwgs         Insp. forms         Supplier

                                 Visual/dimensional checks     W dwgs/process       Insp. forms         Supplier or W
                                                               specs

                                 NDE of connection welds       W process specs      Insp. forms         Westinghouse

HIST-6     Outer & Inner         Material properties           Material             Mtl. test report    Supplier
           Cylinders             verification                  specifications

                                 Nondestructive examination    W dwgs/process       Insp. forms         Supplier / W
                                                               specs

                                 Visual/dim. Inspections       W dwgs/              Insp. forms         Westinghouse
                                                               specifications

HIST-7     HP/IP Turbine Assy    Verify alignments,            W dwgs/process       Insp. forms,        Westinghouse
                                 clearances, Elevations        specs                checklists

                                 Final inspection, release     W dwgs/              Ins. forms,         Westinghouse   Witness Point
                                 For shipment (operations &    specifications       checklists,
                                 Documentation complete,                            Quality Release
                                 Preservation & packaging)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INSPECTION AND TEST PLAN


<TABLE>
<CAPTION>
                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  LPST LP Steam Turbine                    Date:                     5/12/98
                                                                                                 Page:                      1 of 2
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
LPST-1     Rotor                 Chemical & mechanical         Material             Mtl. test report    Supplier
                                 Properties verification       specification

                                 Ultrasonic Examination        Mtl. spec/drawing    Test report         Supplier

                                 Thermal stability test        Mtl. spec/process    Test report         Supplier
                                                               spec

                                 Visual/dimensional checks     W drawing            Insp. forms         Supplier

                                 NDE after machining           W dwgs/process       Insp. forms         Westinghouse
                                                               specs

                                 Visual/dimensional checks     W drawings           Insp. forms         Westinghouse

                                 In-process blading checks     W dwgs/process       Insp. forms         Westinghouse
                                                               specs

                                 Balance & overspeed test      W process            Test report         Westinghouse   Witness Point
                                                               specifications

LPST-2     Rotating Blades       Material properties verif.    Material             Mtl. test           Supplier
                                                               specifications       rpt/certs

                                 Nondestructive examination    W dwg/process        Insp. reports       Westinghouse
                                                               specs

                                 Visual/dimensional checks     W dwgs/              Insp. forms         Westinghouse
                                                               specifications
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
INSPECTION AND TEST PLAN


                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  LPST LP Steam Turbine                    Date:                     5/12/98
                                                                                                 Page:                      2 of 2
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
LPST-3     Stationary blades     Material properties verif.    Material             mtl. certif/        Supplier
                                                               specifications       test data

                                 Visual/dimensional checks     W dwgs/process       Insp. forms         Westinghouse
                                                               specs

LPST-4     Stationary Blading    Visual weld inspection        W process            Insp. forms         Westinghouse
           Assemblies                                          specifications

                                 Measure port openings         W dwg/specs          Insp. forms         Westinghouse

                                 Dimensional checks            W drawings           Insp. forms         Westinghouse

LPST-5     Outer and Inner       Material properties verif.    Material             Mtl. test           Supplier
           Cylinders                                           specifications       rpt/certification

                                 Nondestructive exam           W dwg/process specs  Test rpts/          Supplier/W
                                                                                    certifications

                                 Bearing housing leak test     W dwg/process spec   Test rpt./          Westinghouse
                                                                                    certification

                                 Visual/dimensional checks     W dwgs/process       Insp. forms          Westinghouse
                                                               specs

LPST-6     LP Turbine Assy       Verify alignments,            W dwgs/process       Insp. forms,        Westinghouse
                                 clearances, Elevations        specs                checklists

                                 Final inspection, release     W dwgs/              Insp. forms,        Westinghouse   Witness Point
                                 for Ship (all oper. & doc.    specifications       checklists,
                                 complete, Preservation &                           Quality Release
                                 packaging)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
INSPECTION AND TEST PLAN


                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  HRSG Heat Recovery Steam Generator       Date:                     5/12/98
                                                                                                 Page:                      1 of 2
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
HRSG-1     Heat Transfer         Verif. of proper materials    Design spec,         Material lists,     Supplier
           Section:                                            Codes, dwgs          certificates
                Superheaters
                Evaporators
                Economizers


                                 In process; tube finning,     Specs, WPS, dwgs,    Data sheets, Insp.  Supplier
                                 pressure & structural         Codes, procedures    forms, test
                                 welds, NDE vis/dimensional                         reports, x-ray
                                                                                    film

                                 Module hydrotest              ASME sec. 1, dwgs,   Test report         Supplier       Witness
                                                               specs                                                   sample module
                                                                                                                       hydrotest

                                 Clean, paint casing, prep     drawings,            Insp. forms, ASME   Supplier
                                 for shipment                  specifications       forms

HSRG-2     Steam Drums:          Verif. of proper materials    Design spec,         Material lists,     Supplier
                High Pressure                                  Codes, dwgs          certificates
                Interm.
                Pressure
                Low Pressure

                                 In-processchecks; welding,    Specs, WPS, dwgs,    Data sheets, Insp.  Supplier
                                 NDE, drum internal assembly,  Codes, procedures    forms, test
                                 visual/dimensional                                 reports, x-ray
                                                                                    film

                                 Drum hydrotest                ASME SEC. 1. dwgs,   Test report         Supplier       Witness
                                                               specs                                                   sample drum
                                                                                                                       hydrotest

                                 Surface prep, paint, final    Dwgs,                Insp. forms, ASME   Supplier
                                 Insp. prep for shipment       specifications       forms
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
INSPECTION AND TEST PLAN


                                            Inspection & Test Plan For:            AES Ironwood

                                                                                                 Rev.:                        0
                                            Subsystem:  HRSG Heat Recovery Steam Generators      Date:                     5/12/98
                                                                                                 Page:                      2 of 2
                                                                                                 Documents referenced are latest
                                                                                                 rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
 Ref. No.     Components         Inspection and/or Test        Criteria             Verification        Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>                   <C>                           <C>                  <C>                 <C>            <C>
HRSG-3     Ductwork &            In-process checks; fitup,     Dwgs, stds, WPS,     Data sheets, test   Supplier
           Common Stock          welding, NDE, insulation,     procedures           rpts, inspection
                                 visual/dimensional                                 forms

                                 Surface prep, painting        dwgs, specs, stds    Insp. forms,        Supplier
                                                                                    checklists

                                 Final Insp, prep for          Assy dwgs,           Insp. forms,        Supplier
                                 shipment                      specifications       checklists

HRSG-4     Platforms & Stairs    In-process; welding, NDE,     Specs, dwgs,         Insp. forms, test   Supplier
                                 visual/dimensional            standards            repts

                                 Surface prep, Painting/       Assy dwgs,           Data sheets, Insp.  Supplier
                                 coating Prep for shipment     specifications       forms

HRSG-5     Pipe Spools           Verify proper matls, welding, Specs, dwgs,         Ins. forms, data    Supplier
                                 NDE, visual/dimensional       standards,           sheets, test
                                                               procedures           reports,
                                                                                    checklists

                                 Surface prep, painting, prep  Specs, dwgs,         Insp. reports,      Supplier
                                 for shipment                  standards            checklists

           NOTE:                 HRSG components are inspected and released as they are completed.
                                 A final ASME Section 1 Code Data Report is issued by Supplier at completion of order.
                                 ASME Code requirements regarding installation and registration of boiler will be
                                 co-ordinated with Local or Municipal Regulatory Agencies to assure compliance
                                 with all applicable National, State and Municipal Codes, Standards, and Regulations.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                             Inspection & Test Plan for:                  AES Ironwood

                                                                                                Rev.:                        0
                             Subsystem:        COND Condenser                                   Date:                     5/12/98
                                                                                                Page:                       1 of 1
                                                                                                Documents listed are latest revision
                                                                                                unless otherwise stated
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.     Components         Inspection and/or Test           Criteria                 Verification          Location   Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>                   <C>                              <C>                      <C>                   <C>        <C>
COND-1    Materials:  Tubes     Mtl verif, visual & dimensional  ASTM, drawings & specs   Mtl. certs,           Supplier
                                                                                          traveller

                   Tubesheets   Mtl verif, visual & dimensional  ASTM, ASME, drawings,    Mtl. certs,           Supplier
             & Support Plates                                    specifications,          traveller
                                                                 Supplier's procedures

COND-2    Fabrication of upper  Visual, dimensional, cleaning,   Dwgs, specifications,    Sign off on QC        Supplier
          & lower shell,        hydro, coating, lining checks    HEI, ASME IX,            traveller, Insp.
          hotwell, water boxes                                   Supplier's procedure     reports

COND-3    ASME code components  Visual, dimensional, NDE,        ASME VIII, Div. I, ASME  Sign off on QC        Supplier
          (if applicable)       hydrotest                        IX, V drawings,          traveller, Insp.
                                                                 specifications           reports, code
                                                                                          data reports


COND-4    Final insp, cleaning, Visual, dimensional, final       Drawings,                Sign off on QC        Supplier
          painting, pack & mark document review                  specifications,          traveller, Insp.
                                                                 packing, preservation,   reports,code
                                                                 marking requirements,    data reports, Source
                                                                 shipping instr.          Surveillance Report
                                                                 Supplier's procedures


------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN

                            Inspection & Test Plan for:                       AES Ironwood

                                                                                                  Rev.:                        0
                            Subsystem:        SLOS ST Lube Oil Supply System                      Date:                    5/12/98
                                                                                                  Page:                       1 of 1
                                                                                                  Documents listed are latest
                                                                                                  revision unless otherwise stated
------------------------------------------------------------------------------------------------------------------------------------
Ref. No. Components              Inspection and/or Test            Criteria                  Verification     Location     Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>      <C>                     <C>                               <C>                       <C>              <C>          <C>
SLOS-1   Plate-type Cooler       In-process fabrication checks;    Equip. Spec, weld         Per Mfr's        Supplier/
                                 welding, visual, dimensional      procedures,               quality program  sub-supplier
                                                                   fabrication drawings

                                 Hydrostatic test                  Equipment Specification   Test report      Supplier/
                                                                                                              sub-supplier

                                 Verify cleaning, painting,        Equipment Spec, Mfr's     Release for      Supplier/
                                 preservation                      drawings                  transfer         sub-supplier

SLOS-2   Bedplate                Fabrication & welding checks      Equip. spec, dwgs, AWS    Per Mfr's        Supplier/
                                                                   D1.1                      quality program  sub-supplier

SLOS-3   Component Installation  Verify proper installation of     Drawings, tech specs,     Per Mfr's        Supplier
                                 pumps, valves, cabinets,          component installation    quality program
                                 instrumentation                   instructions

SLOS-4   Piping & Tubing         Checks for; cleanliness,          Equip. spec, weld         Per Mfr's        Supplier
                                 alignment, gaskets, tightening    procedures, ANSI B31.1    quality program
                                 of bolts & fasteners, filings,
                                 pipe supports

SLOS-5   Electrical Services     Verify cable runs, terminations,  Dwgs, specs, mfr's        Per Mfr's        Supplier
                                 hook-ups, conduit, marking,       procedures, codes &       quality program
                                 tagging                           standards, contact
                                                                   reqmts.
                                                                   Equip. spec. ANSI B31.1

SLOS-6   Final Assembly          Shop test when specified          Test specification        Test report      Supplier

                                 Final inspection, painting,       Equip. spec, dwgs, Bill   Shipping         Supplier
                                 preservation, prep for shipment,  of Materials, contract    release, insp.
                                 completeness                      reqmts                    and test records
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                             Inspection & Test Plan For:                   AES Ironwood

                                                                                                  Rev.:                        0
                             Subsystem:        BFDP Boiler Feedpumps                              Date:                    5/12/98
                                                                                                  Page:                       1 of 2
                                                                                                  Documents referenced are latest
                                                                                                  rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.  Components    Inspection and/or Test        Criteria                  Verification             Location          Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>           <C>                           <C>                       <C>                      <C>               <C>
BFDP-1    Shafts        Material prop. verification   Matl. specs, dwgs         Mtl test rpt,            Sub-supplier
                                                                                Certifications

                        Ultrasonic examination        Specifications, dwgs      Test report              Sub-supplier

                        In-process Insp; vis/dim,     Specifications, dwgs      Supplier's std. forms    Supplier/Sub-sup
                        runout, NDE (PT or MT)

                        Static/dynamic balance        Supplier's standards      Balance report           Supplier

BFDP-2    Impellers     Material prop. verification   Matl. specs, dwgs         Matl certifications      Supplier/Sub-sup

                        Vis/dim, NDE, balance         Supplier's specs, dwgs    Supplier's std forms     Supplier/Sub-sup

BFDP-3    Casings       Material prop. verif.         Matl specification        Matl. certifications     Supplier/Sub-sup

                        Nondestructive examination    Test specifications,      Test report              Supplier/Sub-sup
                                                      dwgs

                        In-process Insp; vis/dim,     Specs, dwgs, ASME         Supplier's forms, data   Supplier/Sub-sup
                        hydrotest                     VIII                      sheets
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                             Inspection & Test Plan For:                   AES Ironwood

                                                                                                  Rev.:                        0
                             Subsystem:        BFDP Boiler Feedpumps                              Date:                    5/12/98
                                                                                                  Page:                       2 of 2
                                                                                                  Documents referenced are latest
                                                                                                  rev. unless listed otherwise.
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.  Components  Inspection and/or Test             Criteria              Verification               Location          Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>         <C>                                <C>                   <C>                        <C>               <C>
BFDP-4    Assembly    Visual, dimensional, alignment,    Drawings, specs       Supplier's std forms       Supplier
                      clearances

                      Visual/NDE piping welds            ANSI B31.1/ASME IX    Suppl. forms, data sheets  Supplier/Sub-sup

                      Visual/NDE structural welds        AWS D1.1ASME IX       Suppl. forms, data sheets  Supplier/Sub-sup

                      Visual, dim, leak test - oil       Specifications, dwgs  Supplier's std forms       Supplier
                      resv.

                      Vis/dim/hydro - heat exch.         Specs, ASME VIII      Suppl. forms, data sheets  Supplier/Sub-sup

                      Elect. checks - wiring, cont.      Specifications, dwgs  Supplier's std forms       Supplier

                      Check painting, coating            Specifications, dwgs  Supplier's std forms       Supplier

                      Final insp, preserv & pack         Specifications, dwgs  Supplier's std forms       Supplier


------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                          Inspection & Test Plan For:                          AES Ironwood

                                                                                                  Rev.:                        0
                          Subsystem:        MXFR Main Power Transformers                          Date:                    5/12/98
                                                                                                  Page:                       1 of 1
                                                                                                  Documents listed are latest
                                                                                                  rev. unless otherwise stated
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.  Components        Inspection and/or Test             Criteria                  Verification       Location       Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>               <C>                                <C>                       <C>                <C>            <C>
MXFR-1    Enclosure         In-process checks: layout,         Dwgs, specs, procedures   Per Supplier's     Supplier/
                            welding, NDE, vis/dim, clean &                               quality pgm        sub-suppl
                            paint

MXFR-2    Core              Material verif; stampings, wire,   Material specs, stds,     Per Supplier's     Supplier/
                            Insulation                         dwgs                      quality pgm        sub-suppl

                            In-process winding checks; dim,    Dwgs, specs, procedures   Per Supplier's     Supplier
                            brazing, turn & hipot                                        quality pgm

MXFR-3    Assembly          In-process checks to verify        Mfg procedures, specs,    Per Supplier's     Supplier
                            proper core insertion,             dwgs, process specs       quality pgm
                            connections, aux. component
                            installation

MXFR-4    Test Program      Resistance measurement, vector     ANSI, NEMA, IEEE stds,    Test reports       Supplier
                            relationships, open circuit,       design specs, dwgs,
                            temperature test, preliminary      contract requirements
                            voltage ratio, impedence & load
                            loss test, insulation & hipot
                            tests, double induction, corona
                            tests

MXFR-5    Final Inspection  Verify as-built condition,         Dwgs, specs, B/M,         Insp. checklist,   Supplier
                            marking, packing, preservation,    contract requirements     C of C, Quality
                            shipping instructions                                        Release


------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

INSPECTION AND TEST PLAN


                             Inspection & Test Plan for:                       AES Ironwood

                                                                                                  Rev.:                        0
                             Subsystem:        WDPF WDPF Control and Acquisition System           Date:                    5/12/98
                                                                                                  Page:                       1 of 1
                                                                                                  Documents listed are latest
                                                                                                  rev. unless otherwise stated
------------------------------------------------------------------------------------------------------------------------------------
Ref. No.   Components        Inspection and/or Test             Criteria                Verification        Location    Comments
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>               <C>                                <C>                     <C>                 <C>         <C>
WDPF-1     System DPU        Functional tests using simulator   Design specifications,  Supplier's data     Supplier    Witness of
                             cabinet at Supplier location:      drawings, contract      forms, checklists,              software
                                                                requirements            test reports                    simulation
                                                                                                                        test

                             Verify functions; Oper. station,
                             Update system time, Graphic
                             diagram display, Points related
                             functions, CRT trend, Display
                             diagram

                             Verify characteristics group
                             function

                             Check misc. functions on display
                             screen

                             Check fault acknowledgements,
                             alarm history log

                             Run simulation of start-up, and
                             shut down

WDPF-2     Data Package      Verify contents                    System specs, dwgs,     B/M, packing list,
                                                                contract requirements   C of C              Supplier
                                                                                        Quality release

WDPF-3     Final Inspection  Check packing, handling and        System specs, dwgs,     B/M, packing list,
                             shipping instructions              contact requirements    C of C              Supplier
                                                                                        Quality release
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>




<PAGE>

                                                    Appendix L
                                                    Form of EPC Guarantee
                                                    ----------------------------
                                                    ============================
<PAGE>

                                    GUARANTY

            GUARANTY, made effective as of September 23, 1998, by SIEMENS
CORPORATION, a corporation organized and existing under the laws of Delaware
("Guarantor"), in favor of AES IRONWOOD, INC., a Delaware corporation ("Owner").

            WHEREAS, Owner wishes to have engineered, designed, procured,
constructed, equipped, commissioned and tested a combined-cycle electric
generating facility with a nominal electric generating capacity of 700 megawatts
(net) to be located in Lebanon, Pennsylvania (such facility and the construction
thereof, as more fully defined in the EPC Agreement referred to below, the
"Project");

            WHEREAS, concurrently with the execution and delivery of this
Guaranty, Owner has entered into that certain Agreement for Engineering,
Procurement and Construction Services, of even date herewith, with Siemens
Westinghouse Power Corporation, a wholly-owned subsidiary of Guarantor
("Contractor") (as such Agreement may be amended, supplemented or modified from
time to time, the ("EPC Agreement");

            WHEREAS, Guarantor owns one hundred percent (100%) of the capital
stock of Contractor and does and will continue to obtain substantial benefits as
a result of the EPC Agreement;

            WHEREAS, in order to induce Owner to enter into the EPC Agreement,
Contractor has agreed that it would cause Guarantor to execute and deliver to
Owner this Guaranty;

            NOW, THEREFORE, in consideration of Owner's entering into the EPC
Agreement, the foregoing premises, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Guarantor,
intending to be legally bound, hereby agrees as follows:

                                    SECTION 1

                                   Definitions

            Unless otherwise defined herein, capitalized terms used in this
Guaranty shall have the respective meanings assigned thereto in the EPC
Agreement.
<PAGE>

                                    SECTION 2

                                    Guaranty

            Guarantor hereby irrevocably and unconditionally guarantees to
Owner, as a primary obligor and not as a surety, the punctual performance and
payment in full of all obligations of Contractor under the EPC Agreement in
accordance with the terms and conditions thereof (subject to any rights and
defenses of Contractor thereunder, other than any rights and defenses arising
out of the matters described in Section 4 hereof) and agrees that if for any
reason whatsoever Contractor shall fail duly, punctually and fully to perform or
pay any such obligation under the EPC Agreement, Guarantor shall, upon receipt
of written notice from Owner of such failure, immediately perform or pay each
and every such obligation, or cause each such obligation to be performed or
paid, without regard to any exercise or nonexercise by owner of any right,
remedy, power or privilege under or in respect of the EPC Agreement against
Contractor or under or in respect of any other guaranty or security relating
thereto. In addition, Guarantor agrees to reimburse Owner on demand for any and
all reasonable expenses (including, without limitation, attorneys' fees and
disbursements) incurred by Owner in enforcing or attempting to enforce any
rights under this Guaranty.

                                    SECTION 3

                                 No Subrogation

            Notwithstanding any payment or payments made by Guarantor hereunder
or any set-off or application of funds of Guarantor by Owner, until all of the
obligations of Contractor under the EPC Agreement are performed or paid in full,
Guarantor shall not (a) be entitled to be subrogated to any of the rights of
Owner against Contractor or any other guarantor or in any collateral security or
guaranty or right of offset held by Owner for the performance and payment of the
obligations of Contractor under the EPC Agreement, or (b) seek any reimbursement
or contribution from Contractor or any other guarantor in respect of any
payment, set-off or application of funds made by Guarantor hereunder.


                                       2
<PAGE>

                                    SECTION 4

                                Guaranty Absolute

            The liability of Guarantor under this Guaranty with respect to the
guaranteed obligations shall be absolute and unconditional, irrespective of:

      (a)   any lack of validity or enforceability of the EPC Agreement or any
            other agreement, guaranty or instrument relating thereto;

      (b)   any amendment to, waiver of or consent to departure from, or failure
            to exercise any right, remedy, power or privilege under or in
            respect of the EPC Agreement or any other guaranty; provided,
            however, that for the avoidance of doubt, the Guarantor and Owner
            hereby agree that the obligations of Contractor under the EPC
            Agreement guaranteed by Guarantor hereunder shall be such
            obligations of Contractor as they may have been amended or waived in
            accordance with the terms of the EPC Agreement;

      (c)   any exchange, release or nonperfection of any collateral, or any
            release or amendment or waiver of, or consent to departure from, any
            other guaranty of or security for the performance of all or any of
            the obligations of Contractor under the EPC Agreement;

      (d)   the insolvency of Guarantor or Contractor or any other party or
            guarantor or any proceeding, voluntary or involuntary, involving the
            bankruptcy, insolvency, receivership, reorganization, arrangement,
            dissolution or liquidation of Guarantor or Contractor or any other
            guarantor or any defense which Guarantor or Contractor or any other
            guarantor may have by reason of the order, decree or decision of any
            court or administrative body resulting from any such proceeding;

      (e)   any change in ownership of Contractor or any change, whether direct
            or indirect, in Guarantor's relationship to Contractor or in the
            relationship of Contractor to any other guarantor, including,
            without limitation, any such change by reason of any merger or any
            sale, transfer, issuance, or other disposition


                                       3
<PAGE>

            of any stock of, or other equity interest in, Contractor, Guarantor
            or any other entity; and

      (f)   any other circumstance of a similar or different nature which might
            otherwise constitute a defense available to Guarantor as a guarantor
            (provided, however, that this clause 4(f) shall not prevent
            Guarantor from being able to assert as a defense to its performance
            under this Guaranty, any defense which is available to Contractor
            under the EPC Agreement, other than any defenses arising out of the
            matters described in this Section 4).

            This Guaranty shall continue to be effective, or be reinstated, as
the case may be, if at any time any payment, or any part thereof, to Owner by
Contractor under the EPC Agreement or by Guarantor hereunder or by any other
guarantor under any other guaranty of the EPC Agreement is rescinded or must
otherwise be returned by Owner to Guarantor or Contractor or any of their
representatives or any other guarantor for any reason, including, without
limitation, upon the insolvency, bankruptcy, reorganization, dissolution or
liquidation of Guarantor or Contractor or any other guarantor, all as though
such payment had not been made.

                                    SECTION 5

                                     Waiver

            Guarantor hereby waives notice from Owner of its acceptance and
reliance on this Guaranty and notice of any liability to which it may apply, and
waives presentment, demand of payment, protest, notice of dishonor or nonpayment
of any such liability, and the taking of any other action by owner against, and
(except for the notice specified in Section 2 hereof) any other notice to, any
party liable thereon, including Guarantor, and any requirement that Owner
exhaust any right or take any action against or with respect to Contractor or
any other person or entity or any property.

                                    SECTION 6

                  Consent to Jurisdiction: Waiver of Immunities

            (a) Guarantor hereby irrevocably submits to the jurisdiction of any
State or Federal court sitting in the Borough of Manhattan, City of New York, in
any action


                                       4
<PAGE>

or proceeding arising out of or relating to this Guaranty, and Guarantor hereby
irrevocably agrees that, subject to the terms of Section 6(d) hereof and without
limiting Owner's rights under Section 6(b) hereof, all claims in respect of such
action or proceeding shall be heard and determined in such State or Federal
court. Guarantor hereby irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of
such action or proceeding. Guarantor hereby irrevocably consents to the service
of any and all process in any such action or proceeding by the mailing of copies
of such process to Guarantor at its address specified in Section 11 hereof.
Guarantor agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner permitted by law.

            (b) Nothing in this Section shall affect the right of owner to serve
legal process in any other manner permitted by law or affect the right of owner
to bring any action or proceeding against Guarantor or its property in the
courts of any other jurisdiction.

            (c) To the extent that Guarantor has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property,
Guarantor hereby irrevocably waives such immunity in respect of its obligations
under this Guaranty.

            (d) Notwithstanding the foregoing, any dispute arising under the EPC
Agreement and any claims under any of the EPC Agreement and/or this Guaranty
relating to any such dispute, whether arising contemporaneously with or
subsequent to such dispute, shall be resolved by Owner, Contractor and Guarantor
in a single, combined arbitration proceeding in accordance with the provisions
of Article 21 of the EPC Agreement. In any such arbitration proceeding,
Contractor and Guarantor shall together select one arbitrator, Owner shall
select one arbitrator, and the two selected arbitrators shall select the third
arbitrator, in accordance with Section 21.1 of the EPC Agreement. Subject to the
Guarantor's ability to assert as a defense to its performance under this
Guaranty Contractor's rights under Section 15.2.1 of the EPC Agreement,
notwithstanding the existence of a dispute between Owner and Guarantor and
regardless of whether such dispute is the subject of dispute resolution pursuant
to this Section 6(d), Guarantor shall not be


                                       5
<PAGE>

entitled to suspend or otherwise delay the performance of this Guaranty.

                                    SECTION 7

                         Representations and Warranties

            Guarantor hereby represents and warrants as follows:

            (a) Guarantor (i) is a duly organized and validly existing
corporation in good standing under the laws of Delaware and (ii) has the
corporate power and authority to own its property and assets and to transact the
business in which it is engaged;

            (b) Guarantor has the corporate power, authority and legal right to
execute, deliver and carry out the terms and provisions of this Guaranty and has
taken all necessary corporate action to authorize the execution, delivery and
performance of this Guaranty;

            (c) This Guaranty has been duly executed and delivered by Guarantor
and constitutes the legal, valid and binding obligation of Guarantor enforceable
against it in accordance with its terms, except to the extent that its
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally or
by general principles of equity;

            (d) Neither the execution, delivery or performance by Guarantor of
this Guaranty nor the consummation of the transactions herein contemplated, nor
compliance with the terms and provisions hereof, (i) will contravene any
applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality or authority,
or requires the authorization or approval of or any filing with any such
instrumentality or authority, (ii) will conflict or be inconsistent with, or
result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any lien upon or assignment of any of
the property or assets of Guarantor pursuant to the terms of any agreement or
other instrument to which Guarantor is a party or by which it or any of its
property or assets is bound or to which it is subject, or (iii) will violate any
provision of the charter, by-laws or like organizational documents of Guarantor;
and


                                       6
<PAGE>

            (e) As of the date on which this Guaranty is executed by Guarantor,
there are no actions, suits or proceedings pending or, to the best of the
knowledge of Guarantor, threatened against or affecting Guarantor before any
court or before any governmental or administrative body or agency which, if
adversely determined, would be reasonably likely to materially and adversely
affect its ability to fully perform its obligations hereunder.

                                    SECTION 8

                                    Covenants

            Guarantor hereby covenants and agrees that, until performance and
payment in full of all obligations of Contractor under the EPC Agreement:

            (a) Guarantor shall furnish to Owner: (i) as soon as possible and in
any event within five days after an executive officer of Guarantor obtains
knowledge thereof, notice of the occurrence of any Event of Default (as defined
in Section 9 hereof) or event which, with the giving of notice or lapse of time,
or both, would constitute an Event of Default, and setting forth the details
thereof and the action which Guarantor has taken and proposes to take with
respect thereto; and (ii) such other information necessary to demonstrate the
ability of Guarantor to perform its obligations under this Guaranty as Owner may
from time to time reasonably request;

            (b) Guarantor shall comply, and shall cause each of its subsidiaries
to comply, with all applicable laws to the extent that noncompliance therewith
would be reasonably likely to have a material adverse effect on the financial
condition of Guarantor or on its ability to fully perform its obligations under
this Guaranty;

            (c) Guarantor shall preserve and maintain, and shall cause each of
its subsidiaries to preserve and maintain, its corporate or legal existence,
rights and franchises to the extent that noncompliance therewith would be
reasonably likely to have a material adverse effect on the financial condition
of Guarantor or on its ability to fully perform its obligations under this
Guaranty; and

            (d) Guarantor shall, in the event that at any time owner shall have
reasonable grounds for believing that, were Contractor to default under the EPC
Agreement at that time, Guarantor would be unable to fully perform its
obligations hereunder, then within 15 days of Owner's


                                       7
<PAGE>

written request therefor, Guarantor shall provide either (i) financial or other
information reasonably demonstrating its ability to so fully perform or (ii)
other assurances of its ability to so fully perform that are reasonably
satisfactory to owner.

                                    SECTION 9

                                Events of Default

            (a) If any of the following events shall occur and be continuing it
shall constitute an "Event of Default" hereunder:

                  (i) Guarantor shall fail to observe or perform any covenant or
      agreement contained in Section 2 hereof; provide, that if and to the
      extent Contractor is entitled by the terms of the EPC Agreement to a grace
      or cure period with respect to the failure of performance thereunder that
      Guarantor's failure under Section 2 hereof relates to, Guarantor shall
      have the same period of time as it available to Contractor under the EPC
      Agreement to remedy such failure of performance before such failure
      constitutes an Event of Default hereunder, but in no event shall any such
      grace or cure period for Guarantor hereunder extend past the grace or cure
      period available to Contractor under the EPC Agreement;

                  (ii) Guarantor shall fail to observe or perform any other
      covenant or agreement contained in this Guaranty (including without
      limitation the covenants and agreements contained in Section 8 hereof),
      and such failure is not remedied within (1) 30 days after Guarantor
      receives actual knowledge thereof, or (2) such longer period as may be
      necessary for Guarantor to cure such failure, not to exceed 120 days,
      provided that Guarantor diligently pursues the cure of such failure and
      such cure is effected in such a manner and within such time that such
      failure to comply could not reasonably be expected to have a material
      adverse effect on Owner or the Project;

                  (iii) Guarantor shall commence a voluntary case or other
      proceeding seeking liquidation, reorganization or other relief with
      respect to itself or its debts under any bankruptcy, insolvency or other
      similar law now or hereafter in effect, or seeking the appointment of a
      trustee, receiver, liquidator, custodian or other similar official of


                                       8
<PAGE>

      it or any substantial part of its property, or shall consent to any such
      relief or the appointment of or taking of possession by any such official
      in an involuntary case or other proceeding commenced against it, or shall
      generally not pay its debts as they become due, or shall make a general
      assignment for the benefit of creditors, or shall take any corporate
      action to authorize any of the foregoing;

                  (iv) An involuntary case or other proceeding shall be
      commenced against Guarantor seeking liquidation, reorganization or other
      relief with respect to it or its debts under any bankruptcy, insolvency or
      other similar law now or hereafter in effect or seeking the appointment of
      a trustee, receiver, liquidator, custodian or other similar official of it
      or any substantial part of its property, and such involuntary case or
      other proceeding shall remain undismissed or unstayed for a period of 60
      days; or

                  (v) Any representation or warranty made by Guarantor hereunder
      shall prove to have been false or misleading in any material respect when
      made or deemed made and Guarantor fails to remedy such false or misleading
      representation or warranty within 30 days after Contractor receives a
      notice from owner with respect thereto.

            (b) Upon the occurrence of an Event of Default, Guarantor shall be
in material breach of this Guaranty and Owner may exercise any and all remedies
it may have hereunder or at law or in equity. Notwithstanding anything stated to
the contrary in this Guaranty, except as otherwise provided in this sentence,
Guarantor shall not be liable under this Guaranty, whether based in contract, in
tort (including negligence and strict liability), under warranty or otherwise,
for any indirect, incidental, special or consequential loss or damage of any
type, including but not limited to loss of use or loss of profit or revenue, and
Owner hereby releases Guarantor from any such liability; provided, however, that
this sentence shall not limit Guarantor's obligations to pay to owner the
Provisional Acceptance Late Completion Payments and Performance Guarantee
Payments under Articles 7 and 8 of the EPC Agreement (as such terms are defined
therein) in accordance with the terms and provisions of the EPC Agreement and
this Guaranty.


                                       9
<PAGE>

                                   SECTION 10

                                   Amendments

            No amendment or waiver of any provision of this Guaranty nor consent
to any departure by Guarantor therefrom shall in any event be effective unless
the same shall be in writing and signed by owner, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

                                   SECTION 11

                              Addresses for Notices

            All notices and other communications provided for hereunder shall be
in writing and, (i) if to Guarantor, mailed or communicated by facsimile or
delivered to it, addressed to Siemens Corporation, 186 Wood Avenue South,
Iselin, New Jersey 08830-2770, Attention: Vice President, Corporate Finance,
Facsimile # (732) 321-3879, (ii) if to Owner, mailed or delivered to it,
addressed to it at its address specified in the EPC Agreement, or (iii) as to
each party at such other address as shall be designated by such party in a
written notice to the other party. All such notices and other communications
shall, when mailed or communicated by facsimile transmission, respectively, be
effective when deposited in the mails addressed as aforesaid or when such
facsimile transmission is confirmed.

                                   SECTION 12

                               No Waiver: Remedies

            No failure on the part of owner to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise thereof or the exercise of any other right operate as
a waiver thereof. The remedies herein provided are cumulative and are not
exclusive of any remedies provided at law or in equity.

                                   SECTION 13

                        Continuing Guaranty: Assignments

            (a) This Guaranty shall be construed as a continuing, absolute and
unconditional guaranty of


                                       10
<PAGE>

payment and performance, and not of collection only, and the obligations of
Guarantor hereunder shall not be conditioned or contingent upon the pursuit by
Owner at any time of any right or remedy against Contractor or against any other
person or entity which may be or become liable in respect of all or any part of
the obligations of Contractor under the EPC Agreement or against any collateral
security or guaranty therefor. This Guaranty shall: (i) remain in full force and
effect until satisfaction in full of all obligations of Contractor under the EPC
Agreement; (ii) be binding upon Guarantor and its successors and assigns; and
(iii) inure to the benefit of and be enforceable by Owner and its successors and
permitted assigns.

            (b) Guarantor shall have no right, power or authority to delegate
all or any of its obligations hereunder. Guarantor hereby expressly agrees that
Owner may assign all or any of its rights hereunder without Guarantor's approval
to any person or entity to which it has assigned its rights under the EPC
Agreement (including, without limitation, the Financing Parties referred to in
the EPC Agreement) and that any such assignee of Owner may further assign such
rights assigned to it. Notwithstanding anything to the contrary contained in the
foregoing, no such assignment to any Person which directly competes with Siemens
AG or any of its affiliates in the field of design, engineering, manufacturing,
procurement and construction of power generation, transmission or distribution
facilities shall be permitted without the prior written consent of Guarantor. In
the event of any such assignment, references herein to "Owner" shall be deemed
to include references to the relevant assignee. If in connection with such an
assignment by Owner any Financing Party requests Guarantor to consent in writing
to such permitted assignment even though such consent is not required hereunder,
Guarantor shall do so promptly, with such acknowledgment and consent agreement
to contain such terms and conditions as are mutually and reasonably agreed upon
by Guarantor, Owner and the Financing Parties. In addition, at Owner's request,
Guarantor shall provide to the Financing Parties a certificate from Guarantor
and/or an opinion of counsel addressed to the Financing Parties, in form and
substance reasonably satisfactory to Owner and the Financing Parties, concerning
such matters as the Financing Parties reasonably request, including that (w)
Guarantor is duly organized, validly existing and in good standing under the
laws of the state or commonwealth of its formation or incorporation, as the case
may be, (x) the execution,


                                       11
<PAGE>

delivery and performance of this Guaranty and the related acknowledgment and
consent agreement are within the power and authority of Guarantor, and this
Guaranty and such acknowledgment and consent agreement are not in conflict with
Guarantor's organizational documents or any agreement to which Guarantor is a
party or by which it is bound or affected, (y) there is no law, rule or
regulation, nor is there any judgment, decree or order of any court or
governmental entity binding on Guarantor which would be contravened by the
execution, delivery, performance or enforcement of this Guaranty and such
acknowledgment and consent agreement, and (z) each of this Guaranty and such
acknowledgment and consent agreement is a legal, valid and binding obligation
enforceable against Guarantor in accordance with its terms, subject to usual and
customary qualifications.

                                   SECTION 14

                              Waiver of Jury Trial

            GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION
WITH THIS GUARANTY.

                                   SECTION 15

                                  Governing Law

            This Guaranty shall be governed by, and construed in accordance
with, the laws of the State of New York, the United States of America, without
regard to the conflict of laws rules thereof.

                                   SECTION 16

                                  Severability

            If any provision hereof is invalid or unenforceable in any
jurisdiction, the other provisions hereof shall remain in full force and effect
in such jurisdiction and the remaining provisions hereof shall be liberally
construed in order to carry out the provisions hereof. The invalidity or
unenforceability of any provision of this Guaranty in any jurisdiction shall not
affect the validity or enforceability of any such provision in any other
jurisdiction.


                                       12
<PAGE>

                                   SECTION 17

                             Survival of Provisions

            All provisions of this Guaranty which are expressly or by
implication to come into or continue in force and effect after the expiration or
termination of this Guaranty shall remain in effect and be enforceable following
such expiration or termination.

                                   SECTION 18

                            Confidential Information

            (a) Guarantor and Owner agree to hold in confidence for a period
commencing with the date hereof and ending five years from the date of Project
Completion any information supplied to it hereunder by the other. Guarantor and
Owner hereby further agree to require third parties to enter into appropriate
non-disclosure agreements relative to such confidential information as may be
communicated to them by Guarantor or Owner; provide, however, that in the event
Guarantor or Owner disclose any confidential information to a third party
pursuant to such non-disclosure agreement, Guarantor or Owner, as the case may
be, shall remain liable hereunder for any further disclosure by such third party
which is in breach of such non-disclosure agreement or would be in breach of
this Section 18 if such further disclosure were made by Guarantor or Owner, as
applicable. The provisions of this Section 18(a) shall not apply to information
within any one of the following categories: (i) information which was in the
public domain prior to receipt thereof from the other party or which
subsequently becomes part of the public domain by publication or otherwise,
except by the receiving party's wrongful act; (ii) information which the
receiving party can show was in its possession prior to its receipt thereof from
the other party; (iii) information received by a party from a third party
without a confidentiality obligation with respect thereto known to Owner; (iv)
information which the receiving party developed independently; or (v)
information which a party is required by law to disclose; provide, however, that
prior to making any such disclosure under clause (v) of this Section 18(a), such
disclosing party shall: (1) provide the other party with timely advance written
notice of the confidential information requested by such government authority
and such disclosing party's intent


                                       13
<PAGE>

to so disclose; (2) minimize the amount of confidential information to be
provided consistent with the interests of the non-disclosing party and the
requirements of the government authority involved; and (3) at the request and
expense of the non-disclosing party make every reasonable effort (which shall
include participation by the non-disclosing party in discussions with the
government authority involved) to secure confidential treatment and minimization
of the confidential information to be provided. Neither Guarantor nor Owner
shall publish the terms and conditions of this Guaranty, unless the other party
provides its express prior written consent thereto; provided, however, that
Owner shall be permitted to disclose, subject to the provisions of this Section
18(a), such terms and provisions to the Financing Parties or any applicable
rating agency and otherwise to the extent required to obtain financing for the
Facility. Notwithstanding any other provision of this Section 18(a), Owner shall
be permitted to summarize the material terms and conditions of this Guaranty for
purposes of including such summary in any offering document associated with the
issuance of debt by owner for the purpose of obtaining financing for the
Facility.

            (b) Guarantor shall not issue any press or publicity release or any
advertisement, or publish or otherwise disclose any photograph or other
information, concerning this Guaranty, the EPC Agreement or the Project without
the express prior written consent of Owner.


                                       14
<PAGE>

            IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.


                                      SIEMENS CORPORATION


                                      By: ______________________________________
                                          Name:
                                          Title:
                                          Date:


                                      By: ______________________________________
                                          Name:
                                          Title:
                                          Date:


                                       15
<PAGE>

ACCEPTED AND AGREED

AES IRONWOOD, INC.


By: ______________________________
    Name:
    Title:
    Date:


                                       16
<PAGE>

                                  Appendix A

                        Actions, Suits and Proceedings

[None.]
<PAGE>

                                                    Appendix M
                                                    For AES Pre-Financial
                                                    Closing Guarantee
                                                    ----------------------------
                                                    ============================
<PAGE>

                                                              [Draft of 11/2/98]

            FINANCIAL GUARANTY OF OWNER'S PRE-FINANCIAL CLOSING DATE
                               PAYMENT OBLIGATIONS

            FINANCIAL GUARANTY, made effective as of_______ _, 1998, by THE AES
CORPORATION, a corporation organized and existing under the laws of Delaware
("Guarantor"), in favor of Siemens Westinghouse Power Corporation
("Contractor").

            WHEREAS, AES IRONWOOD, INC., a Delaware corporation ("Owner"),
wishes to have engineered, designed, procured, constructed, equipped,
commissioned and tested a combined-cycle electric generating facility with a
nominal electrical generating capacity of 700 megawatts (net) to be located in
Lebanon, Pennsylvania (such facility and the construction thereof, as more fully
defined in the EPC Agreement referred to below, the "Project");

            WHEREAS, Owner has entered into that certain Agreement for
Engineering, Procurement and Construction Services, dated as of the date hereof,
with Contractor (as such agreement may be amended, supplemented or modified from
time to time, the "EPC Agreement");

            WHEREAS, AES owns the majority of the outstanding stock of Owner and
does and will continue to obtain substantial benefits as a result of the EPC
Agreement;

            WHEREAS, pursuant to the terms of the EPC Agreement, Contractor has
agreed to commence performance of the Services arising prior to the Financial
Closing Date (as defined under the EPC Agreement) (such Services to be performed
prior to the occurrence of the Financial Closing Date to be referred to herein
as the "Pre-Financial Closing Date Services"), and Owner has agreed to make
payments for such Pre-Financial Closing Date Services (the Owner's payment
obligations under the EPC Agreement, whether for installments of the Contract
Price (as defined under the EPC Agreement) or otherwise, arising prior to the
occurrence of the Financial Closing Date to be referred to herein as the
"Pre-Financial Closing Date Payment Obligations"), provided that the Guarantor
guarantees the Pre-Financial Closing Date Payment Obligations;

            WHEREAS, in order to induce Contractor to agree to perform the
Pre-Financial Closing Date Services, Owner has agreed in the EPC Agreement that
it would cause Guarantor to execute and deliver to Contractor this Financial
Guaranty;
<PAGE>

            NOW, THEREFORE, in consideration of Contractor's agreement to
perform the Pre-Financial Closing Date Services, the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Guarantor, intending to be legally bound, hereby agrees as
follows:

                                    SECTION 1

                         Reference to the EPC Agreement

            Unless otherwise defined herein, capitalized terms used but not
defined herein shall have the meaning ascribed to them in the EPC Agreement.

                                    SECTION 2

                               Financial Guaranty

            Guarantor hereby irrevocably and unconditionally guarantees to
Contractor, as primary obligor and not as a surety, the punctual payment in full
of all Pre-Financial Closing Date Payment Obligations in accordance with the
terms and conditions of the EPC Agreement (subject to any rights and defenses of
Owner thereunder, other than any rights and defenses arising out of the matters
described in Section 4 hereof) and agrees that if for any reason whatsoever
Owner shall fail duly, punctually and fully to pay any Pre-Financial Closing
Date Payment Obligations, Guarantor shall, upon receipt of written notice from
Contractor of such failure, immediately pay each and every such obligation, or
cause each and every such obligation to be paid, without regard to any exercise
or nonexercise by Contractor of any right, remedy, power or privilege under or
in respect of the EPC Agreement against Owner or under or in respect of any
other guaranty or security relating thereto. In addition, Guarantor agrees to
reimburse Contractor on demand for any and all reasonable expenses (including,
without limitation, attorneys' fees and disbursements) incurred by Contractor in
enforcing or attempting to enforce any rights under this Financial Guaranty.

                                    SECTION 3

                                 No Subrogation

            Notwithstanding any payment or payments made by Guarantor hereunder
or any set-off or application of funds of Guarantor by Contractor, until all of
the Pre-Financial Closing Date Payment Obligations of Owner under the EPC
Agreement are


                                       2
<PAGE>

paid in full, Guarantor shall not (a) be entitled to be subrogated to any of the
rights of Contractor against Owner or any other guarantor or in any collateral
security or guaranty or right of offset held by any Contractor for the payment
of all of the Pre-Financial Closing Date Payment Obligations of Owner under the
EPC Agreement, or (b) seek any reimbursement or contribution from Owner or any
other guarantor in respect of any payment, set-off or application of funds made
by Guarantor hereunder.

                                    SECTION 4

                           Financial Guaranty Absolute

            The liability of Guarantor under this Financial Guaranty with
respect to the guaranteed obligations shall be absolute and unconditional,
irrespective of:

(a)   any lack of validity or enforceability of the EPC Agreement or any other
      agreement, guaranty or instrument relating thereto;

(b)   any amendment to, waiver of or consent to departure from, or failure to
      exercise any right, remedy, power or privilege under or in respect of, the
      EPC Agreement; provided, however, that for the avoidance of doubt
      Guarantor hereby agrees that the obligations of Owner under the EPC
      Agreement guaranteed by Guarantor hereunder shall be such obligations of
      Owner as they may have been amended or waived in accordance with the terms
      of the EPC Agreement;

(c)   any exchange, release or nonperfection of any collateral, or any release
      or amendment or waiver of, or consent to departure from, any other
      guaranty of or security for the performance of all or any of the
      obligations of Owner under the EPC Agreement;

(d)   the insolvency of Owner or any other party or guarantor or any proceeding,
      voluntary or involuntary, involving the bankruptcy, insolvency,
      receivership, reorganization, arrangement, dissolution or liquidation of
      Owner or any other guarantor or any defense which Owner or any other
      guarantor may have by reason of the order, decree or decision of any court
      or administrative body resulting from any such proceeding;

(e)   any change in ownership of Owner or any change, whether direct or
      indirect, in Guarantor's relationship to Owner, including, without
      limitation, any such change by reason of any merger or any sale, transfer,
      issuance, or other disposition of any stock of, or other equity interest
      in, Owner, Guarantor or any other entity; and


                                       3
<PAGE>

(f)   any other circumstance of a similar or different nature which might
      otherwise constitute a defense available to Guarantor as a guarantor
      (provided, however, that this clause 4(f) shall not prevent Guarantor from
      being able to assert as a defense to its performance under this Financial
      Guaranty, any defense which is available to Owner under the EPC Agreement,
      other than any defenses arising out of the matters described in this
      Section 4).

This Financial Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of Pre-Financial Closing Date Payment
Obligations to Contractor by Owner under the EPC Agreement or by Guarantor
hereunder or by any other guarantor under any other guaranty of the EPC
Agreement is rescinded or must otherwise be returned by Contractor to Owner or
any of its representatives or any other guarantor for any reason, including,
without limitation, upon the insolvency, bankruptcy, reorganization, dissolution
or liquidation of Owner or any other guarantor, all as though such payment has
not been made.

                                    SECTION 5

                                     Waiver

            Guarantor hereby waives notice from Contractor of its acceptance and
reliance on this Financial Guaranty and notice of any liability to which it may
apply, and waives presentment, demand of payment, protest, notice of dishonor or
nonpayment of any such liability, and the taking of any other action by
Contractor against, and (except for the notice specified in Section 2 hereof)
any other notice to, any party liable thereon, including Guarantor, and any
requirement that Contractor exhaust any right to take any action against or with
respect to Owner or any other person or entity or any property.

                                    SECTION 6

                  Consent to Jurisdiction, Waiver of Immunities

(a)   Guarantor hereby irrevocably submits to the jurisdiction of any State or
      Federal court sitting in the Borough of Manhattan, City of New York, in
      any action or proceeding arising out of or relating to this Financial
      Guaranty, and Guarantor hereby irrevocably agrees that, subject to the
      terms of Section 6(d) hereof and without limiting Contractor's rights
      under Section 6(b) hereof, all claims in respect of such action or
      proceeding may be heard and determined in such State or Federal court.
      Guarantor hereby irrevocably waives, to the fullest extent it may
      effectively do so, the defense of an inconvenient forum to the maintenance
      of such


                                       4
<PAGE>

      action or proceeding. Guarantor hereby irrevocably consents to the service
      of any and all process in any such action or proceeding by the mailing of
      copies of such process to Guarantor at its address specified in Section 11
      hereof. Guarantor agrees that a final judgment in any such action or
      proceeding shall be conclusive and may be enforced in other jurisdictions
      by suit on the judgment or in any other manner permitted by law.

(b)   Nothing in this Section shall affect the right of Contractor to serve
      legal process in any other manner permitted by law or affect the right of
      Contractor to bring any action or proceeding against Guarantor or its
      property in the courts of any other jurisdiction.

(c)   To the extent that Guarantor has or hereafter may acquire any immunity
      from jurisdiction of any court or from any legal process (whether through
      service or notice, attachment prior to judgment, attachment in aid of
      execution, execution or otherwise) with respect to itself or its property,
      Guarantor hereby irrevocably waives such immunity in respect of its
      obligations under this Financial Guaranty.

(d)   Notwithstanding the foregoing, the following shall apply:

      (i)   Any dispute arising under the EPC Agreement relating to the
            Pre-Financial Closing Date Services or the Pre-Financial Closing
            Date Payment Obligations and any claims under the EPC Agreement
            and/or this Financial Guaranty relating to any such dispute, whether
            arising contemporaneously with or subsequent to such dispute shall
            be resolved by Owner, Contractor and Guarantor, as applicable, in a
            single, combined arbitration proceeding in accordance with the
            provisions of Article 21 of the EPC Agreement (which provisions are
            hereby incorporated by reference, with each reference therein (A) to
            "Party" being deemed to be to Guarantor (and, if applicable, Owner)
            or Contractor, respectively, and (B) to "Owner" being deemed to be
            Guarantor (and, if applicable, Owner)). In any such arbitration
            proceeding, Guarantor and Owner shall together select one arbitrator
            or, if applicable, Guarantor shall select one arbitrator, Contractor
            shall select one arbitrator, and the two selected arbitrators shall
            select the third arbitrator, in accordance with the provisions of
            Section 21.1 of the EPC Agreement as incorporated hereby.

      (ii)  Any dispute or claim arising under this Financial Guaranty, other
            than any such dispute or claim covered by clause (i) above, shall be
            resolved in an arbitration proceeding in accordance with the
            provisions of Article 21 of the EPC Agreement (which provisions are
            hereby incorporated by


                                       5
<PAGE>

            reference, with each reference therein (A) to "Party" being deemed
            to be to Guarantor or Contractor, respectively, and (B) to "Owner"
            being deemed to be to Guarantor). In any such arbitration
            proceeding, Guarantor shall select one arbitrator, Contractor shall
            select one arbitrator, and the two selected arbitrators shall select
            the third arbitrator, in accordance with the provisions of Section
            21.1 of the EPC Agreement as incorporated hereby.

                                    SECTION 7

                         Representations and Warranties

            Guarantor hereby represents and warrants as follows:

(a)   Guarantor (i) is a duly organized and validly existing corporation in good
      standing under the laws of the jurisdiction of its incorporation and (ii)
      has the corporate power and authority to own its property and assets and
      to transact the business in which it is engaged;

(b)   Guarantor has the corporate power, authority and legal right to execute,
      deliver and carry out the terms and provisions of this Financial Guaranty
      and has taken all necessary corporate action to authorize the execution,
      delivery and performance of this Financial Guaranty;

(c)   This Financial Guaranty has been duly executed and delivered by Guarantor
      and constitutes the legal, valid and binding obligation of Guarantor
      enforceable against it in accordance with its terms, except to the extent
      that its enforceability may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the rights of
      creditors generally or by general principles of equity;

(d)   Neither the execution, delivery or performance by Guarantor of this
      Financial Guaranty nor the consummation of the transactions herein
      contemplated, nor compliance with the terms and provisions hereof
      contemplated, nor compliance with the terms and provisions hereof, (i)
      will contravene any applicable provision of any law, statute, rule,
      regulation, order, writ, injunction or decree of any court or governmental
      instrumentality or authority, or require the authorization or approval of
      or any filing with any such instrumentality or authority, (ii) will
      conflict or be inconsistent with, or result in any breach of, any of the
      terms, covenants, conditions or provisions of, or constitute a default
      under, or result in the creation or imposition of (or the obligation to
      create or impose) any lien upon or assignment of any of the property or
      assets of Guarantor pursuant to the terms


                                       6
<PAGE>

      of any agreement or other instrument to which Guarantor is a party or by
      which it or any of its property or assets is bound or to which it is
      subject or (iii) will violate any provision of the charter, by-laws or
      like organizational documents of Guarantor, and

(e)   As of the date on which this Guaranty is executed by Guarantor, there are
      no actions, suits, or proceedings pending or, to the best of the knowledge
      of Guarantor, threatened against or affecting Guarantor before any court
      or before any governmental or administrative body or agency, which, if
      adversely determined, would be reasonably likely to materially and
      adversely affect its ability to fully perform its obligations hereunder.

                                    SECTION 8

                                    Covenants

            Guarantor hereby covenants and agrees that, until payment in full of
all the Pre-Financial Closing Date Payment Obligations:

(a)   Guarantor shall furnish to Owner as soon as possible and in any event
      within five days after an executive officer of Guarantor obtains knowledge
      thereof, notice of the occurrence of any Event of Default (as defined in
      Section 9 hereof) or event which, with the giving of notice or lapse of
      time, or both, would constitute an Event of Default, and setting forth the
      details thereof and the action which Guarantor has taken and proposes to
      take with respect thereto;

(b)   Guarantor shall comply, and shall cause each of its subsidiaries to
      comply, with all applicable laws to the extent that noncompliance
      therewith would be reasonably likely to have a material adverse effect on
      the financial condition of Guarantor or on its ability to fully perform
      its obligations under this Financial Guaranty;

(c)   Guarantor shall preserve and maintain, and shall cause each of its
      subsidiaries to preserve and maintain, its corporate or legal existence,
      rights and franchises to the extent that noncompliance therewith would be
      reasonably likely to have a material adverse effect on the financial
      condition of Guarantor or on its ability to fully perform its obligations
      under this Financial Guaranty; and

(d)   Guarantor shall, in the event that at any time Contractor shall have
      reasonable grounds for believing that, were Owner to default on its
      Pre-Financial Closing Date Payment Obligations at that time, Guarantor
      would be unable to fully


                                       7
<PAGE>

      perform its obligations hereunder, then within 15 days of Contractor's
      written request therefor, Guarantor shall provide either (i) financial or
      other information reasonably demonstrating its ability to so fully perform
      or (ii) other assurances of its ability to so fully perform that are
      reasonably satisfactory to Contractor.

                                    SECTION 9

                                Events of Default

(a)   If any of the following events shall occur and be continuing it shall
      constitute an "Event of Default" hereunder

      (i)   Guarantor shall fail to observe or perform any covenant or agreement
            contained in Section 2 hereof; provided, that if and to the extent
            Owner is entitled by the terms of the EPC Agreement to a grace or
            cure period with respect to the failure of performance thereunder
            that Guarantor's failure under Section 2 hereof relates to,
            Guarantor shall have the same period of time as is available to
            Owner to remedy such failure of performance before such failure
            constitutes an Event of Default hereunder, but in no event shall any
            such grace or cure period for Guarantor hereunder extend past the
            grace or cure period available to Owner under the EPC Agreement;

      (ii)  Guarantor shall fail to observe or perform any other covenant or
            agreement contained in this Financial Guaranty (including without
            limitation the covenants and agreements contained in Section 8
            hereof), and such failure is not remedied within (1) 30 days after
            Guarantor receives actual knowledge thereof, or (2) such longer
            period as may be necessary for Guarantor to cure such failure, not
            to exceed 120 days, provided that Guarantor diligently pursues the
            cure of such failure and such cure is effected in such a manner and
            within such time that such failure to comply could not reasonably be
            expected to have a material adverse effect on Contractor;

      (iii) Guarantor shall commence a voluntary case or other proceeding
            seeking liquidation, reorganization or other relief with respect to
            itself or its debts under any bankruptcy, insolvency or other
            similar law now or hereafter in effect, or seeking the appointment
            of a trustee, receiver, liquidator, custodian or other similar
            official of it or any substantial part of its property, or shall
            consent to any such relief or the appointment of or taking of
            possession by any such official in an involuntary case or other
            proceeding commenced against it, or shall generally not pay its
            debts as


                                       8
<PAGE>

            they become due, or shall make a general assignment for the benefit
            of creditors, or shall take any corporate action to authorize any of
            the foregoing;

      (iv)  An involuntary case or other proceeding shall be commenced against
            Guarantor seeking liquidation, reorganization or other relief with
            respect to it or its debts under any bankruptcy, insolvency or other
            similar law now or hereafter in effect or seeking the appointment of
            a trustee, receiver, liquidator, custodian or other similar official
            of it or any substantial part of its property, and such involuntary
            case or other proceeding shall remain undismissed or unstayed for a
            period of 60 days; or

      (v)   Any representation or warranty made by Guarantor hereunder shall
            prove to have been false or misleading in any material respect when
            made or deemed made and Guarantor fails to remedy such false or
            misleading representation or warranty within 30 days after Guarantor
            receives a notice from Contractor with respect thereto.

(b)   Upon the occurrence of an Event of Default, Guarantor shall be in material
      breach of this Financial Guaranty and Contractor may exercise any and all
      remedies they may have hereunder or at law or in equity. Notwithstanding
      anything stated to the contrary in this Financial Guaranty, except as
      otherwise provided in this sentence, Guarantor shall not be liable under
      this Financial Guaranty, whether based in contract, in tort (including
      negligence and strict liability), under warranty or otherwise, for any
      indirect, incidental, special or consequential loss or damage of any type,
      including but not limited to loss of use or loss of profit or revenue, and
      Contractor hereby releases Guarantor from any such liability; provided,
      however, that this sentence shall not limit Guarantor's obligation to pay
      to Contractor installments of the Contract Price in accordance with the
      terms and provisions of the EPC Agreement and this Guaranty.

                                   SECTION 10

                                   Amendments

            No amendment or waiver of any provision of this Financial Guaranty
nor consent to any departure by Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by Contractor, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.


                                       9
<PAGE>

                                   SECTION 11

                              Addresses for Notices

            All notices and other communications provided for hereunder shall be
in writing and, if to Guarantor, mailed or communicated by facsimile or
delivered to it, addressed to The AES Corporation, 1001 North 19th Street,
Arlington, VA 22209. Attention: AES Ironwood Project Director, Facsimile:
703-528-4510, if to Contractor, mailed or delivered to it, addressed to it at
its address specified in the EPC Agreement, or as to each party at such other
address as shall be designated by such party in a written notice to the other
party. All such notices and other communications shall, when mailed or
communicated by facsimile transmission, respectively, be effective when
deposited in the mails addressed as aforesaid or when such facsimile
transmission is confirmed.

                                   SECTION 12

                               No Waiver: Remedies

            No failure on the part of Contractor to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof or the exercise of any other right operate as
a waiver thereof. The remedies herein provided are cumulative and are not
exclusive of any remedies provided at law or in equity.

                                   SECTION 13

     Absolute and Unconditional Financial Guaranty, Termination; Assignments

(a)   This Financial Guaranty shall be construed as a continuing, absolute, and
      unconditional Financial Guaranty of payment and not of collection only,
      and the obligations of Guarantor hereunder shall not be conditioned or
      contingent upon the pursuit by Contractor at any time of any right or
      remedy against Owner or against any other person or entity which may be or
      become liable in respect of all or any part of the obligations of Owner
      under the EPC Agreement or against any other person or entity which may be
      or become liable in respect of all or any part of the Pre-Financial
      Closing Date Payment Obligations or against any collateral security or
      guaranty therefor.

(b)   This Financial Guaranty shall terminate upon the occurrence of the
      Financial Closing Date or any earlier termination of the EPC Agreement
      prior to the


                                       10
<PAGE>

      Financial Closing Date; provided, however, that the payment obligations of
      Guarantor hereunder arising prior to the termination hereof shall survive
      the termination of this Financial Guaranty.

(c)   This Financial Guaranty shall be binding upon Guarantor and its successors
      and permitted assigns. Guarantor shall not have any right, power or
      authority to delegate all or any of its obligations hereunder. Guarantor
      hereby expressly agrees that Contractor may assign all or any of its
      rights hereunder without Guarantor's approval to any person or entity to
      which it has assigned its rights under the EPC Agreement in accordance
      with the terms thereof. In the event of any such assignment, references
      herein to "Contractor" shall be deemed to include references to the
      relevant assignee.

                                   SECTION 14

                              Waiver of Jury Trial

            GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION
WITH THIS FINANCIAL GUARANTY.

                                   SECTION 15

                                  Governing Law

            This Financial Guaranty shall be governed by, and construed in
accordance with, the laws of the State of New York, the United States of
America, without regard to the conflict of laws rules thereof.

                                   SECTION 16

                                  Severability

            If any provision hereof is invalid or unenforceable in any
jurisdiction, the other provisions hereof shall remain in full force and effect
in such jurisdiction and the remaining provisions hereof shall be liberally
construed in order to carry out the provision hereof. The invalidity or
unenforceability of any provision of this Financial Guaranty in


                                       11
<PAGE>

any jurisdiction shall not affect the validity or enforceability of any such
provision in any other jurisdiction.

                                   SECTION 17

                            Confidential Information

            Contractor agrees to hold in confidence for a period commencing with
the date hereof and ending five years from the date of Project Completion any
information supplied to it hereunder by Guarantor. Contractor hereby further
agrees to require third parties to enter into appropriate non-disclosure
agreements relative to such confidential information as may be communicated to
them by Contractor, provided, however, that in the event Contractor discloses
any confidential information to a third party pursuant to such non-disclosure
agreement, Contractor shall remain liable hereunder for any further disclosure
by such third-party which is in breach of such non-disclosure agreement or would
be in breach of this Section 17 if such further disclosure were made by
Contractor. The provisions of this Section 17(a) shall not apply to information
within any one of the following categories: (i) information which was in the
public domain prior to receipt thereof from Guarantor or which subsequently
becomes part of the public domain by publication or otherwise, except by
Contractor's wrongful act; (ii) information which Contractor can show was in its
possession prior to its receipt thereof from Guarantor, (iii) information
received by Contractor from a third party without a confidentiality obligation
with respect thereto known to Contractor, (iv) information which Contractor
developed independently; or (v) information which Contractor is required by law
to disclose; provided, however, that prior to making any such disclosure under
clause (v) of this Section 17(a), Contractor shall: (1) provide the Guarantor
with timely advance written notice of the confidential information requested by
such government authority and Contractor's intent to so disclose; (2) minimize
the amount of confidential information to be provided consistent with the
interests of Guarantor and the requirements of the government authority
involved, and (3) at the request and expense of Guarantor make every reasonable
effort (which shall include participation by Guarantor in discussions with the
government authority involved) to secure confidential treatment and minimization
of the confidential information to be provided. Contractor shall not publish the
terms and conditions of this Guaranty, unless Guarantor provides its express
prior written consent thereto.


                                       12
<PAGE>

            IN WITNESS WHEREOF, Guarantor has caused this Financial Guaranty to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                                    The AES Corporation

                                    By: /s/ William R. Luraschi
                                        ----------------------------------------
                                        Name:  William R. Luraschi
                                        Title: Vice President


ACCEPTED AND AGREED:

Siemens Westinghouse Power Corporation

By: /s/ John L. Gibson
    ------------------------------------
    Name:  John L. Gibson
    Title: New Generation Sales Manager


ACKNOWLEDGED AND AGREED as follows:

            Owner hereby acknowledges and agrees that upon the occurrence and
during the continuance of an Event of Default under this Financial Guaranty,
Contractor shall have the right to:

(a)   if such Event of Default continues for twenty (20) days, suspend the EPC
      Agreement upon at least ten (10) days prior written notice to Owner, which
      suspension may continue until either (i) such Event of Default is cured
      (or waived) or (ii) Contractor shall have received from Guarantor either
      (X) financial or other information reasonably demonstrating its ability to
      perform its obligations under Section 2 of the Financial Guaranty or (Y)
      other assurances of its ability to so perform that are reasonably
      satisfactory to Contractor, and

(b)   terminate the EPC Agreement upon at least ten (10) days prior written
      notice to Owner, such termination notice, however, to be effective on the
      later of (i) sixty (60) days after such notice of suspension under clause
      (a) shall have been provided to Owner and (ii) ten days after the date of
      such termination notice, provided that the suspension of the EPC Agreement
      pursuant to clause (a) above shall have occurred and is still continuing.


                                       13
<PAGE>

AES IRONWOOD, INC.

By: /s/ Patricia L. Rollin
    ----------------------------------
    Name:  Patricia L. Rollin
    Title: Vice President AES Ironwood, Inc.


                                       14
<PAGE>

                                                    Appendix N
                                                    Construction Progress
                                                    Milestones
                                                    ----------------------------
                                                    ============================
<PAGE>

                                   Appendix N
                        Construction Progress Milestones

--------------------------------------------------------------------------------
                         Milestones                      Schedule Completion
                                                         (Months after NTP)
--------------------------------------------------------------------------------
1.     Foundation Design Drawings for CT, ST. HRSG,           10/28/99 (9)
       issued approved for construction.
--------------------------------------------------------------------------------
2.     P&IDs (for Main Steam, Feed water Circulating          5/28/99 (4)
       Water systems) and 480V single line diagrams
       (2 MCC's) complete and issued approved for
       construction
--------------------------------------------------------------------------------
3.     Complete Combustion Turbine and Generator #1           3/28/00 (14)
       foundation
--------------------------------------------------------------------------------
4.     Steam Turbine and Generator foundations                5/28/00 (16)
       complete, excluding accessory foundations.
--------------------------------------------------------------------------------
5.     Site delivery of Combustion Turbine #1                 6/28/00 (17)
       longitudinal.
--------------------------------------------------------------------------------
6.     Site delivery of HRSG #2 pressure parts,               6/28/00 (17)
       complete, excluding external piping.
--------------------------------------------------------------------------------
7.     All Main Transformers delivered to site                5/28/00 (16)
--------------------------------------------------------------------------------
8.     Switchyard complete ready to energize                  12/28/00 (23)
--------------------------------------------------------------------------------
<PAGE>

                                                    Appendix O
                                                    Scope Changes
                                                    ----------------------------
                                                    ============================
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                       APPENDIX O
                                 Base Bid Scope Changes
------------------------------------------------------------------------------------------------
Section and  Previous      Description                Price ($)        Comments
Item #       Reference
------------------------------------------------------------------------------------------------
<S>          <C>           <C>                             <C>         <C>
     A                     Scope Adders                                AES approval required
                                                                       on or before the
                                                                       Provisional
                                                                       Commencement Date
------------------------------------------------------------------------------------------------
     1       1.a1          New Entrance Road                 397,774   Site Relocation
------------------------------------------------------------------------------------------------
     2       1.a2          Perimeter Fence                    37,494   Site Relocation
------------------------------------------------------------------------------------------------
     3       1.a3          Add Prescott Pond Line            163,439   Site Relocation
------------------------------------------------------------------------------------------------
     4       1.a4          Add Prescott Pond Electrical      256,772   Site Relocation
------------------------------------------------------------------------------------------------
     5       2.a1          Site Grading/Filling            3,581,094   New General Arrangement -
                                                                       Site Preparation
------------------------------------------------------------------------------------------------
     6       2.b1          GA Roadways                       151,438   New General Arrangement
------------------------------------------------------------------------------------------------
     7       2.b2          GA Piping                          83,588   New General Arrangement
------------------------------------------------------------------------------------------------
     8       2.b3          GA Electrical                     499,178   New General Arrangement
------------------------------------------------------------------------------------------------
     9       2.b4          Circ Wate Pipe                  1,441,219   New General Arrangement
------------------------------------------------------------------------------------------------
     10      2.b5          Dual Water Source                 111,280   New General Arrangement
------------------------------------------------------------------------------------------------
     11      2.c1          Retention Pond                    168,609   New General Arrangement -
                                                                       Retention Pond
------------------------------------------------------------------------------------------------
     12      2.c2          Retention Recirc Sys              135,143   New General Arrangement -
                                                                       Retention Pond
------------------------------------------------------------------------------------------------
     13      2.c3          Retention Emer O'flow              24,099   New General Arrangement -
                                                                       Retention Pond
------------------------------------------------------------------------------------------------
     14      2.c4          Retention Neutralize              139,679   New General Arrangement -
                                                                       Retention Pond
------------------------------------------------------------------------------------------------
     15      2.c5          Pond Recirc Turb Pmp & Pad        130,115   New General Arrangement -
                                                                       Retention Pond
------------------------------------------------------------------------------------------------
     16      2.d1          Revised Gen Bldg Fdn (Elev. 70)   358,898   New General Arrangement
------------------------------------------------------------------------------------------------
     17      2.e1          New Gas Comp Bldg.                608,144   New General Arrangement -
                                                                       Gas Compression
------------------------------------------------------------------------------------------------
     18      2.e2          Gas Comp Electrical,              885,349   New General Arrangement -
                                                                       Gas Compression
------------------------------------------------------------------------------------------------
     19      2.e3          Gas Comp 3x50% install            396,083   New General Arrangement -
                                                                       Gas Compression
------------------------------------------------------------------------------------------------
     20      2.e4          Gas Compressors (Qty 3)         2,018,500   New General Arrangement -
                                                                       Gas Compression
------------------------------------------------------------------------------------------------
     21      2.h1          Sanitary Septic System             63,631   New General Arrangement -
                                                                       Other systems
------------------------------------------------------------------------------------------------
     22      2.h2          Storm Collection                  166,229   New General Arrangement -
                                                                       Other systems
------------------------------------------------------------------------------------------------
     23      2.h3          O/W Separator Capacity            232,476   New General Arrangement -
                                                                       Other systems
------------------------------------------------------------------------------------------------
     24      2.I1          Condenser Titanium Tubes          250,000   Material Upgrade
------------------------------------------------------------------------------------------------
     25      3.a1          Additional under frequency          5,000   Electrical Requirements
                           relay
------------------------------------------------------------------------------------------------
     26      3.a2          Revenue Metering/Metering         587,482   Electrical Requirements
                           Units
------------------------------------------------------------------------------------------------
     27      3.a4          Automatic Generation Control       50,000   Electrical Requirements

------------------------------------------------------------------------------------------------
     28      3.a6          Generator Transducers              60,000   Electrical Requirements
------------------------------------------------------------------------------------------------
     29      4             Evaporative Coolers              1200,000
------------------------------------------------------------------------------------------------
     30      na            Noise Adders                     $650,000
------------------------------------------------------------------------------------------------
     31      2.f0,f1,f2    Single Stack w/2 flues &       $3,317,254   New General Arrangement
                           Ductwork
------------------------------------------------------------------------------------------------
     32      gl            DBL Wall Fuel Oil Tank         $1,762,435   New General Arrangement
------------------------------------------------------------------------------------------------
     33      5             Zero Discharge System          $6,500,000
                           w/50 gpm of Demin Water
                           (Gas Only)
------------------------------------------------------------------------------------------------
     A       Subtotal                                    $26,432,402
------------------------------------------------------------------------------------------------
</TABLE>


                                      -1-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                       APPENDIX O
                                 Base Bid Scope Changes
------------------------------------------------------------------------------------------------
<S>          <C>           <C>                             <C>         <C>
     B                     Agreement Scope Adders                      AES approval required
                           Under Consideration                         no later that 60 days
                                                                       following the
                                                                       Provisional
                                                                       Commencement Date
------------------------------------------------------------------------------------------------
     1       6             Asphalt Roads                    $522,600   Reduced to meet HRG
                                                                       spec
------------------------------------------------------------------------------------------------
     2       7             Classroom Training               $320,000
------------------------------------------------------------------------------------------------
     3       na            Startup Chemicals                $190,000
------------------------------------------------------------------------------------------------
     4       g2            Truck FO Unloading (3-500        $385,000
                           gpm pumps/4 trucks)
------------------------------------------------------------------------------------------------
     5       na            Power Augmentation w/450       $3,400,000
                           gpm of Demin Water (Fuel
                           Oil)
------------------------------------------------------------------------------------------------
     6       na            Demin Water System for         $1,500,000   No Power Augmentation
                           Fuel Oil Operation (450
                           gpm)
------------------------------------------------------------------------------------------------
</TABLE>


                                      -3-

<PAGE>

                                                           Appendix P
                                                           Table of Submittals &
                                                           Approvals
                                                           ---------------------
                                                           =====================



<PAGE>


--------------------------------------------------------------------------------

                                   APPENDIX P
                        Table of Submittals and Approvals

--------------------------------------------------------------------------------

Contractor will provide the followings drawings and documents in the types and
quantities indicated on the following table. After the first drawing or document
submittal, all revisions will be provided in the same quantities indicated for
the first submittal except where otherwise indicated on the following table.

DESCRIPTION OF COLUMN HEADINGS

OWNER REVIEW OR APPROVAL refers to drawing or document review, comment and
approval as described in Article 18.1 of the contract Agreement.

FIRST ISSUE refers to the type of issue of the referenced document to be
submitted to the Owner as the first formal submittal.

LAST PROJECT ISSUE refers to the Contractor issuing the final issue of the
drawings for record purposes. Contractor will update lists to conform to
Subsystem Turnover Package records and the Last Project Issue drawings supplied
by equipment Subcontractors will correspond to as shipped condition.

AS BUILT refers to a formal As Built design drawing issued by the Contractor
revised to indicate all documented modifications made during construction.

LEGEND
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
Number  Quantity required; quantity is 1 if no number
-----------------------------------------------------------------------------------------
<S>     <C>
A       Owner Review and Approval. Owner has two weeks to respond
        with comments and/or approval. 2 weeks hold for response.
-----------------------------------------------------------------------------------------
R       Owner Review and Comments. No hold for follow-on design or
        fabrications activities.
-----------------------------------------------------------------------------------------
No      Owner Review not required
-----------------------------------------------------------------------------------------
P       Print
-----------------------------------------------------------------------------------------
PP      Preliminary print
-----------------------------------------------------------------------------------------
CP      Construction or fabrication print
-----------------------------------------------------------------------------------------
E       Electronic format
-----------------------------------------------------------------------------------------
FI      First issue shall be when list is made available for Westinghouse project use
-----------------------------------------------------------------------------------------
</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>


---------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                       OWNER        FIRST ISSUE             LAST             AS
                                                  REVIEW OR                            PROJECT          BUILT
                                                  APPROVAL                             ISSUE
---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>              <C>
DESIGN DRAWINGS
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Mechanical Design Drawings
---------------------------------------------------------------------------------------------------------------------
Plant Arrangement Drawings                        A                  3PP               3P               3P+E
---------------------------------------------------------------------------------------------------------------------
Piping & Instrument Diagrams                      A                  3PP               3P+E             3P+E
---------------------------------------------------------------------------------------------------------------------
Large Bore Piping Arrangements Drawings           R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Composite Piping Arrangements Drawings            R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Installation Detail Drawings                      R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
HVAC Drawings                                     R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Heat Balance Diagrams                             R                  2PP               2P               2P+E
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Electrical Design Drawings
---------------------------------------------------------------------------------------------------------------------
Single Line Diagrams                              A                  3PP               3P               3P+E
---------------------------------------------------------------------------------------------------------------------
Three Line Diagrams                               A                  2PP               2P               2P+E
---------------------------------------------------------------------------------------------------------------------
Schematic Diagrams                                R                  3CP               3P               3P+E
---------------------------------------------------------------------------------------------------------------------
Interconnecting Wiring Diagrams                   R                  2CP               2P               2P+E.
---------------------------------------------------------------------------------------------------------------------
Composite Raceway Drawings                        R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Cable Tray Layout Drawings
---------------------------------------------------------------------------------------------------------------------
Lighting Drawings for Control Rm. & Offices       R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Lighting Drawings - Other                         No                 2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Installation Detail Drawings                      R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Grounding and Lightning Protection Drawings       No                 2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Duct Bank Duct Number Drawings                    R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Control Design Drawings
------------------------------------------------- ------------------ ----------------- ---------------- -------------
Local Logic Diagrams                              R                  3CP               3P               3P+E
---------------------------------------------------------------------------------------------------------------------
WDPF Logic Diagrams                               R                  3CP               3P               3P+E
---------------------------------------------------------------------------------------------------------------------
WDPF Graphics Drawings                            R                  3CP               3P
---------------------------------------------------------------------------------------------------------------------
WDPF Program Logic Diagram                        R                  2CP
---------------------------------------------------------------------------------------------------------------------
Typical Installation Details                      R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Civil and Architectural Drawings
---------------------------------------------------------------------------------------------------------------------
Site Grading and Drainage Drawinp                 R                  2CP               2P+E             2P+E
---------------------------------------------------------------------------------------------------------------------
Foundation Location and Elevation Drawings        R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Composite Underground Utilities Drawings          R                  2CP               2P+E             2P+E
---------------------------------------------------------------------------------------------------------------------
Foundation Drawings                               No                 2CP               2P
---------------------------------------------------------------------------------------------------------------------
Concrete Floor Drawings                           R                  2CP               2P               2P+E
---------------------------------------------------------------------------------------------------------------------
Road Paving and Location Drawings                 R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Typical Detail Drawings                           R                  2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Structural Steel Drawings (including pipe racks)  No                 2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Building Architectural Drawings                   A                  2PP               2P+E             2P+E
---------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                       OWNER        FIRST ISSUE             LAST             AS
                                                  REVIEW OR                            PROJECT          BUILT
                                                  APPROVAL                             ISSUE
---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>              <C>
LISTS
---------------------------------------------------------------------------------------------------------------------
Equipment List                                    No                 3FI               3P+E
---------------------------------------------------------------------------------------------------------------------
Valve List                                        No                 3FI               3P+E
---------------------------------------------------------------------------------------------------------------------
Strainer List                                     No                 3FI               3 P+E
---------------------------------------------------------------------------------------------------------------------
Orifice List                                      No                 3FI               3P+E
---------------------------------------------------------------------------------------------------------------------
Expansion Joint List                              No                 3FI               3P+E
---------------------------------------------------------------------------------------------------------------------
Pipeline List                                     No                 3FI               3P+E
---------------------------------------------------------------------------------------------------------------------
Electrical Load List                              No                 3FI               3P+E             3P+E
---------------------------------------------------------------------------------------------------------------------
Circuit List                                      No                 2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Raceway List                                      No                 2CP               2P+E
---------------------------------------------------------------------------------------------------------------------
Control Instrument and Device List                No                 3FI               3P+E             3P+E
---------------------------------------------------------------------------------------------------------------------
WDPF I/0 List                                     No                 2CP               3P+E             3P+E
---------------------------------------------------------------------------------------------------------------------
Contractor Drawing List                           No                 2FI               2P+E
---------------------------------------------------------------------------------------------------------------------
List of Vendor Drawings                           No                 2FI               2P+E
---------------------------------------------------------------------------------------------------------------------
Lubricants schedule                               R                  2FI               2P+E
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
REPORTS
---------------------------------------------------------------------------------------------------------------------
Plant Auxiliaries Electrical Load                 A                  3-When study      3P
Flow and Fault Study                                                 completed
---------------------------------------------------------------------------------------------------------------------
Electrical Relay Settings                         A                  3-When study      3P
                                                                     completed
---------------------------------------------------------------------------------------------------------------------
Geotechnical Report                               No                 2-When
                                                                     issued
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
MISCELLANEOUS
---------------------------------------------------------------------------------------------------------------------
Subsystem Turnover Packages                       No                 2CP                                2P
                                                                                                        (Changes
                                                                                                        Only)
---------------------------------------------------------------------------------------------------------------------
Water Balance Diagrams                            A                  2PP               2P + E
---------------------------------------------------------------------------------------------------------------------
Vendor Conceptual Drawings                        R                  4-when            4P + E
(P&ID's, GA's)                                                       first issued
                                                                     to
                                                                     contractor
---------------------------------------------------------------------------------------------------------------------
Other Vendor Drawings &                           No                 4-when            4P + E
Information                                                          first issued
                                                                     to
                                                                     contractor
---------------------------------------------------------------------------------------------------------------------
Equipment Purchase Specifications                 R                  2CP +
                                                                     addenda
                                                                     and
                                                                     change orders
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
DESCRIPTION                                       OWNER        FIRST ISSUE             LAST             AS
                                                  REVIEW OR                            PROJECT          BUILT
                                                  APPROVAL                             ISSUE
---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>              <C>
Soil Resistivity Tests                            No                                   2-When tests
                                                                                       are completed
---------------------------------------------------------------------------------------------------------------------
Grounding System Design Calculations              No                 2-When work is    2P
                                                                     completed
---------------------------------------------------------------------------------------------------------------------
Ground Grid Resistance Tests                      No                                   2-When tests
                                                                                       are completed
---------------------------------------------------------------------------------------------------------------------
Cathodic Protection Soil Tests                    No                                   2-When work is
                                                                                       completed
---------------------------------------------------------------------------------------------------------------------
Raw Water Well Pumping Flow Tests                 No                                   2-When tests
                                                                                       are completed
---------------------------------------------------------------------------------------------------------------------
Cathodic Protection Design Calculations           No                 2-When work is    2P
                                                                     completed
---------------------------------------------------------------------------------------------------------------------
Battery Sizing Calculation for Each Battery       No                 2-When work is    2P
                                                                     completed
---------------------------------------------------------------------------------------------------------------------
Flow Nozzle Tests                                 No                 2-When tests
                                                                     are completed
---------------------------------------------------------------------------------------------------------------------
Gas Metering Tests                                No                 2-When tests
                                                                     are completed
---------------------------------------------------------------------------------------------------------------------
Revenue Metering Test and Calibration Report      No                 3-When tested
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Contractor will furnish all drawings, lists, calculations, test reports, and
miscellaneous information in accordance with the table in this Appendix for
review of design and construction by the Owner and for maintenance and operation
of the Facility.

Where equipment Subcontractor-supplied drawings, calculations, test reports and
miscellaneous information include the above information, the Contractor will not
be required to redraw them provided they indicate information required below and
are properly cross-referenced to other information.

                                       4
<PAGE>


DRAWINGS:

Plant Arrangement Drawings will indicate the location of all-major mechanical
equipment. major electrical equipment and panels, and major control and process
control panels, )including roll-out space or other maintenance access as
appropriate). A Site Plant Arrangement Drawing will also be provided showing the
location of all buildings, major equipment and plant roads. Equipment
identification on these drawings will match the equipment identification on the
Equipment List.

Piping and Instrument Diagrams (P&ID) will be provided for each plant system.
These diagrams will indicate all piping, except vents and drains, regardless of
size with each line identified by size, specific line number, and piping class
designation. All control valves and valves 2-1/2" and larger, equipment,
mechanical devices (such as orifice plates) and instruments and control devices
will be identified.

Large Bore Piping Arrangement Drawings will be provided for each system
indicating location, arrangement, and fabrication. Large bore pipe is pipe
2-1/2" and larger.

Single Bore Piping Arrangement Drawings will be provided for all electrical
systems. In lieu of Single-Line Diagrams for panel boards, the Contractor may
supply panel board lists with load descriptions for each panel circuit breaker.
Lighting circuits will not require circuit numbers.

 Three Line Diagrams will be provided for the following:

         o    Generator Step-up Transformers, and Station Auxiliary
              Transformers, including potential and current transformer
              circuits.

         o    4.16kV Switchgear, including potential and current transformer
              circuits, but excluding load circuits.

                                       5

<PAGE>


Schematic Diagrams will be provided for all equipment and systems with
hard-wired controls. Schematic Diagrams which do not include Interconnecting
Wiring diagrams will include crossreferences to Interconnecting Wiring diagram
drawing numbers.

Interconnecting Wiring Diagrams will be provided for all controls and instrument
circuits and will include the following:

         o    Terminal point connection wiring

         o    Circuit number

         o    Schematic Diagram reference number unless Schematic Diagram
              reference number is inherent to the circuit number

         o    Both circuit ends or cross reference drawing number for unshown
              circuit end

Composite Raceway Drawings will indicate cable tray in single-line or other
form, wireway, and all conduits 2-1/2"' and larger. These drawings will include
all cable tray, wireway, and conduit numbers, where applicable.

Contractor will provide Logic Diagram which will indicate logic control and
instrument and depict loop configurations and interlocks.

Composite Underground Utilities Drawings will include information included on
the Site Arrangement Drawing (simplified where required for clarity).

Concrete Floor Drawings will include design loads.


Electrical Relay Settings will be provided in report form for all relays down to
the 480 volt secondary unit substation breakers.

                                       6
<PAGE>


Subsystem Turnover Packages will include pertinent construction data, the work
required to place subsystems in service, and pertinent subsystem drawings in
accordance with Westinghouse standard turnover practices.

Vendor Drawings and Vendor Information supplied by the equipment Subcontractor
to the Contractor will be provided to the Owner (except for proprietary
commercial information). Unless other wise included in the equipment
Subcontractor Instruction Manual or the Contractor's drawings, the equipment
Subcontractor drawings must include the information needs of standard utility
practices. Internal wiring diagrams do not need to include internal wiring of
electronic components or protective relays.

Contractor will provide Water Balance Diagrams in a format similar to the Water
Balance Diagram format in Appendix A.

                                       7

<PAGE>


                                                          Appendix Q
                                                          List of Key Personnel
                                                          ----------------------
                                                          ======================



<PAGE>


                                   APPENDIX Q

                              List of Key Personnel



o         Project Manager

o         Project Engineering Manager

o         Construction Manager

o         Cost and Schedule Manager



<PAGE>


                                          Appendix R
                                          -------------------------------------
                                          =====================================

                                          [*] The following twelve (12) pages
                                          have been omitted and filed separately
                                          with the Securities and Exchange
                                          Commission as part of a Confidential
                                          Treatment Request.



<PAGE>


                                          Appendix S
                                          NOT USED
                                          -------------------------------------
                                          =====================================



<PAGE>


                                          Appendix T
                                          NOT USED
                                          -------------------------------------
                                          =====================================



<PAGE>


                                          Appendix U
                                          Certain
                                          Subcontractors
                                          -------------------------------------
                                          =====================================

<PAGE>


--------------------------------------------------------------------------------

                                   Appendix U
                              Certain sub contracts

--------------------------------------------------------------------------------


o         Air Compressors

o         Boiler Feed Pumps

o         Circulating Water Pumps

o         Condensate Pumps

o         Condenser

o         Cooling Tower

o         Cooling Tower Fan, Gear, and motor

o         Gas compressors

o         Generator, if sub contracted

o         GSU Transformers

o         HRSG

o         Demin Plant

o         6.9 kV switchgear and MCC

o         Turbines, if subcontracted

o         Zero discharge water system, if included in EPC scope