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                                                               EXHIBIT 10.96.2

                                FIFTH AMENDMENT
                                       TO
                            POWER PURCHASE AGREEMENT

         This Fifth Amendment is made as of February 26, 1998, to the Power
Purchase Agreement between LSP-Whitewater Limited Partnership ("Seller") and
Wisconsin Electric Power Company ("Buyer") dated as of December 21, 1993, as
amended as of February 10, 1994; October 5, 1994; May 5, 1995 and March 18, 1997
("the Agreement").

         WHEREAS, the parties have determined to amend the Agreement as
provided herein.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties agree to and hereby do amend the
Agreement as set forth herein.

         1.  Article 1 of the Agreement shall be amended by adding the
following definition of "Additional Equipment" after the definition of "AAA":

         "Additional Equipment shall have the meaning set forth in Appendix 3
         (Part One)."         
 
         2.  Article 1 of the Agreement shall be amended by adding the
following definition of "Base Condition Maximum Output (BCMO)" after the
definition of "Available Capacity":

         "Base Condition Maximum Output ("BCMO") shall have the meaning as set
         forth in Appendix 9, Section(h)."
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         3.  Article 1 of the Agreement shall be amended by adding the
following definition of "Existing Augmentation Equipment" after the definition
of "Event of Default":

         "Existing Augmentation Equipment" shall have the meaning set forth in
         Appendix 3 (Part One)."

         4.  Article 1 of the Agreement shall be amended by adding the following
definition of "Gas Day" after the definition of Force Majeure:

         "Gas Day" shall mean a period of 24 consecutive hours as defined in
         Northern Natural's applicable FERC gas tariff, currently 9 a.m. to 9
         a.m."

         5.  Article 1 of the Agreement shall be amended by adding the
following definition of "Gas Test" after the definition of "Gas Report":

         "Gas Test" shall have the meaning set forth in Appendix 9, Section
         (d)(i)."

         6.  Article 1 of the Agreement shall be amended by adding the
following definition of "Minimum Automatic Dispatch Level" after the definition
of "Milestone":

         "Minimum Automatic Dispatch Level" shall mean seventy percent (70%) of
         the Committed Capacity as adjusted for ambient temperature and humidity
         in accordance with Appendix 9, Table A for all temperatures at or above
         20 degrees F and shall mean seventy percent (70%) of the Committed
         Capacity adjusted to 20 degrees F and fifty percent (50%) relative
         humidity for ambient temperatures below 20 degrees F."

         7.  Article 1 of the Agreement shall be amended by adding the
following definition of "Northern Natural" after the definition of
"Non-Operating Party":

         "Northern Natural" shall have the meaning Northern Natural Gas Company
         and its successors and assigns.

         8.  Article 1 of the Agreement shall be amended by adding the
following definition of "Oil Test" after the definition of "O&M Option":

         "Oil Test" shall have the meaning set forth in Appendix 9, Section
         (d)(i)."

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     9.  Article 1 of the Agreement shall be amended by adding the definition of
"Post Commercial Operation Test Energy" after the definition of "Post
Construction Milestone":

     "Post Commercial Operation Test Energy" shall have the meaning set forth in
     Article 5, Section 5.6."

     10.  Article 1 of the Agreement shall be amended by adding the definition
of "Startup Payment" after the definition of "Sole Arbitrator Deadline":

     "Startup Payment" shall have the meaning set forth in Section K of Appendix
     2."

     11.  Article 1 of the Agreement shall be amended by adding the definition
of "Threshold Capacity" after the definition of "Thermal Hosts":

     "Threshold Capacity" shall have the meaning set forth in Appendix 2, 
     Section f."

     12.  Article 1 of the Agreement shall be amended by adding the definition
of "VR-1 Adjustment Range" after the definition of "Variable O&M Rate":

     "VR-1 Adjustment Range" shall have the meaning set forth in Appendix 2,
     Section f. (ii)."

     13.  Article 5, Section 5.1 (d)(iv) of the Agreement is amended by deleting
the subsection in its entirety and replacing it with the following:

     "(iv) For non-firm energy sales under Section 5.1(d)(iii), Seller must
     offer such energy to Buyer no later than 9:00 a.m. of the immediately
     preceding day for daily sales and no later than thirty (30) minutes prior
     to the proposed hour of sale for hourly sales and under the same terms as
     it offers such sales to third parties. Buyer's acceptance shall have
     precedence over third party acceptance of such non-firm energy sales
     provided Buyer's acceptance is made no later than 11:00 a.m. of the
     immediately preceding day for daily sales and fifteen (15) minutes prior to
     the start of the proposed hour of sale for hourly sales. The above notice
     and acceptance deadlines are based on the custom and practice for bulk
     wholesale power sales in the region as of the date of the Fifth Amendment
     to this Agreement and the parties agree to negotiate in good faith such
     changes as may be necessary to retain a comparable decision period for
     Buyer and a comparable

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     period to enable Seller to make such sales in response to subsequent
     changes in such customs and practice. Unless otherwise agreed by the
     parties, delivery of non-firm energy shall commence at the beginning of an
     hour. For third party sales of non-firm energy at a price equal to or
     higher than the product of (A) the sum of the applicable Variable Energy
     Rate (VR-1, VR-2 or VR-3) plus the variable O&M Rate multiplied by (B) the
     Transmission Energy Loss Factor, Seller may offer such sales to a third
     party without offering them to Buyer. For short-term (under one month)
     capacity and energy sales under Section 5.1(d)(ii), Buyer shall have the
     opportunity to accept an offer within one business day of submittal by
     Seller. For long-term (one month and over) capacity and energy sales under
     Section 5.1(d)(ii), Buyer shall have the opportunity to accept an offer
     within three business days. If any offer is not accepted by Buyer, Seller
     shall be able to complete a sale to third parties within two weeks after
     Buyer's rejection under terms no more favorable to such third party than
     those offered to Buyer. Seller shall be responsible for any necessary
     transmission services for such third party sales.
          
     14.  Article 5, Section 5.1 of the Agreement is amended by adding a new
subsection "(e)" as follows:
         
     "Seller may install up to 6 MW of stand alone generation capability at the
     Project, provided that such stand alone generating capacity shall not
     result in any adverse effect on the price or quantity of power available to
     Buyer from the Project under this Agreement (but without regard to any
     power available to Buyer pursuant to Section 5.1(d)(i)(A) hereof) or the
     natural gas required to be available for the Project under Appendix 2,
     Section f, from Seller's existing Northern Natural transportation contracts
     or any replacements thereof, and shall not have an adverse effect on
     Seller's ability to meet its obligations to Buyer under this Agreement and
     shall not be used to increase the Committed Capacity above what it would be
     without the stand alone generation capability. Buyer agrees that the third
     party sale of power from such stand alone generation shall not be subject
     to the 12  megawatt third-party sales limitation as set forth in Section
     5.1(d). Seller agrees to provide Buyer with a first right of offer on the
     sale of energy and/or capacity from such stand alone generation. Seller
     further agrees that any sales to third parties in Wisconsin or Michigan
     shall only be wholesale sales until open retail access is permitted in
     Wisconsin or Michigan, respectively, and that Seller will obtain and pay
     for transmission service required for such third party sales in accordance
     with Buyer's FERC filed tariff as may be in effect or any such successor
     transmission tariff."

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     15.  Article 5 of the Agreement is amended by adding a new section, "5.6
Post Commercial Operation Test Energy" as follows:

     "5.6 Post Commercial Operation Test Energy.  The parties recognize that
     following commercial operations the Project will experience scheduled and
     unscheduled outages and other periodic requirements for testing which may
     cause the Seller to need to operate the Project and produce energy prior to
     making the Project available for dispatch to Buyer. The energy produced by
     the Project during such testing periods ("Post Commercial Operation Test
     Energy") shall be made available to and shall be purchased by Buyer at a
     price equal to seventy-five percent (75%) of Buyer's contemporaneous hourly
     economy "A" purchase price following the procedures set forth below. Seller
     shall notify Buyer as far in advance as practical when it intends to test
     the Project and produce energy, such notice not to be given less than two
     hours before the start of the production of Post Commercial Operation Test
     Energy at the Project. Buyer shall purchase such Post Commercial Operation
     Test Energy unless (a) Seller has failed to give Buyer notice or (b)
     conditions on Buyer's system are, or are projected to be during the time
     such Post Commercial Operation Test Energy will likely be supplied, such
     that Buyer's system operation, including operation of its generating
     facilities and firm purchase power contracts, would be significantly
     disrupted by Buyer's accepting Post Commercial Operation Test Energy."

     16.  Section 6.1 is amended by adding the following new sentence at the
end of such Section:

     "For the first year following the commercial operations date, the annual
     information required by this Section 6.1 shall cover the period of and be
     provided on or before the sixtieth (60th) day following the end of a twelve
     (12) month period beginning on the date of the Project's first generation
     of electrical energy."

     17.  Article 7 of the Agreement is amended by adding a new subsection
"7.6.1" between Sections 7.6 and 7.7 as follows:

     "7.6.1 Start-up Payment. The Start-up Payment shall be as determined as set
     forth in Appendix 2, Section k."

     18.  Section 7.1 of the Agreement is amended by deleting the word "and" in
the second sentence thereof and adding the following to the end of such
sentence:

     "and (vi) a Start Up Payment."


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     19.  Section 13.1(a) of the Agreement is amended by revising the last
sentence thereof after the phrase "shall not exceed" to read as follows:

     "the lesser of (i) thirty-two (32) days; and (ii)(A) for the period through
     the sixth calendar year after the Commercial Operations Date an aggregate
     of 108 days; and (B) for each calendar year thereafter, the value that
     would yield an annual rolling average for such calendar year and the
     immediately preceding five (5) calendar years of eighteen (18) days per
     year."

     20.  Appendix 2, Section f.(i) is deleted in its entirety and the
following shall be substituted therefor:

     "(i) Subject to Section f(v) of this Appendix, the Variable Energy Rate for
     the first twenty (20) Contract Years shall be comprised of two tiers, Rates
     VR-1 and VR-2, which shall apply depending on the amount of Net Electrical
     Energy produced by the Project in any Gas Day. The VR-1 rate shall be
     charged for energy delivered up to 3,500 MWH per Gas Day from November 1
     through April 30, and up to 3,600 MWH per Gas Day from May 1 through
     October 31 (the "VR-1 Output Level"). For energy delivered in excess of the
     VR-1 Output Level, the VR-2 rate shall apply. No later than three (3) hours
     before the deadline for Seller's daily nomination under its firm
     transportation agreement with Northern Natural or any replacement thereof,
     Buyer shall notify Seller whether or not it will require more than 2,600
     MWH for such Gas Day. If the nomination is incorrect, Buyer shall reimburse
     Seller for any gas or transportation related imbalance penalties actually
     incurred by Seller as a result of Buyer's incorrect energy nomination.
     Seller will use its reasonable efforts to mitigate such penalties.

     Subject to Section f(v) of this Appendix, the Variable Energy Rate for the
     twenty-first through the twenty-fifth Contract Years shall consist of one
     tier, "VR-2", which shall apply to all energy delivered by the Project
     during such period."

     21.  Appendix 2, Section f.(ii) is amended by adding the following to the
end thereof.

     "For any period where the Project is capable of operating at a level above
     the Minimum Automatic Dispatch Level, but Buyer dispatches the Project
     above its Minimum Net Electrical Output Level and below the Minimum
     Automatic Dispatch Level (the "VR-1 Adjustment Range"), the VR-1 rate for
     all energy delivered by the Project while operating in the VR-1 Adjustment
     Range shall be increased by ten percent (10%); provided the Project is not
     operating at or above the Minimum Automatic Dispatch Level. Notwithstanding
     the foregoing, the VR-1 Rate shall not be increased pursuant to the
     immediately preceding sentence for
 

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     any operation of the Project within the VR-1 Adjustment Range resulting
     from Seller's incorrect setting of the AGC low operating bandwidth to a
     value less than the Minimum Automatic Dispatch Level."

     22. Appendix 2, Section f.(iii) is amended by adding the following to the
end of the definition of "E".

     "For the first twenty (20) Contract Years, if Seller has available
     transportation under its existing Northern Natural contracts, or any
     replacement contracts thereto, after taking into account the gas utilized
     to deliver the VR-1 Output Level and any other gas needs of the Project, it
     shall first make available such transportation for gas needed to deliver
     VR-2 energy.  The charge to Buyer for such additional use of such available
     existing Seller transportation shall be only the variable, commodity based
     charges.  No fixed charges, including reservation fees and demand charges
     for such transportation will be charged to Buyer."

     23.  Appendix 2, Section f.(iv) is amended by adding the following at the
end of the list of correction curves:

     "The heat rate correction curves approved by Buyer pursuant to this Section
     (f)(iv) are attached hereto as Exhibit 1 to this Appendix 2 and for the
     purposes of such curves the references to percent load shall refer to
     Project output as a percent of Committed Capacity."

     24.  Appendix 2, Section f. is amended by adding a new subsection "(v)" as
follows:

     "(v)  The Committed Capacity multiplied by the appropriate factor in
     Appendix 9, Table A shall be used to determine the level of capacity at
     given ambient conditions (the "Threshold Capacity") at which the associated
     Net Electrical Energy shall be charged at the Variable Energy Rates VR-1 or
     VR-2, as applicable.  The Variable Energy Rate for energy associated with
     capacity delivered in excess of the Threshold Capacity but not exceeding
     the Maximum Net Electric Output Level shall consist of a new variable
     energy rate, VR-3. Rate VR-3 shall be equal to 1.45 times whichever of the
     rates VR-1 or VR-2, would have been applicable but for this Section f(v)."


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     25.  Appendix 2 is amended by adding at the end a new section "k." as 
follows:

     "k.  During the first twenty Contract Years, when Net Electrical Energy in
     excess of 2,600,000 kWH is provided to Buyer during a Gas Day, Buyer shall
     pay Seller a start-up fuel charge (the "Startup Payment") equal to 750
     MMBtus multiplied by the NNG Index Price for such Gas Day. For any Contract
     Year thereafter, Buyer shall pay Seller a Startup Payment equal to 750
     MMBtus multiplied by the applicable value of "E" for the period, as
     determined pursuant to Section f.(iii) of this Appendix and the part load
     heat rate correction to Rate VR-2 for energy delivered to Buyer for Project
     output below the Minimum Electric Output Level during a start up will be
     based on the part load heat rate correction factor for the Minimum Electric
     Output Level."

     26.  Appendix 3 (Part One) shall be amended by adding the following at the
end of the list of major equipment:

     "Without limiting the foregoing, the Project may include evaporative
     chillers, duct burners and equipment for steam injection and related
     ancillary equipment as installed at the Project as of the Commercial
     Operations Date as the same may be improved or replaced pursuant to this
     Agreement ("Existing Augmentation Equipment") and there may be added to the
     Project, such other equipment for augmenting or enhancing the Project
     capacity or efficiency ("Additional Equipment") as may be acceptable for
     use in combustion turbine based, or combined cycle facilities in accordance
     with Good Utility Practice, provided that neither any improvement, repair,
     modification or replacement of Existing Augmentation Equipment nor any
     Additional Equipment shall result directly or indirectly in an adverse
     effect on the price or quantity of power available to Buyer from the
     Project, an increase in the Committed Capacity of the Project above 236.5
     MW or an adverse effect on Seller's ability to meet its obligations to
     Buyer under this Agreement.  For purposes of a noninclusive example of this
     paragraph of Appendix 3 only and without prejudice to the rights of either
     party under any other provisions of this Agreement, each of the following
     would constitute an adverse effect on Seller's ability to meet its
     obligations to Buyer under this Agreement: a decrease in Project loading or
     unloading ramp rate, a decrease in Project dispatchability or increase in
     Project minimum load or an increase in Project emissions of pollutants
     above permitted levels.  Committed Capacity and related energy may include
     the capacity and energy produced by operating the Project with Existing
     Augmentation Equipment and/or Additional Equipment.

     Committed Capacity may not include capacity and energy produced by
     generating equipment other than Existing Augmentation Equipment, Additional
     Equipment and such other generating equipment of the type installed at the

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<PAGE>   9
     Project on January 1, 1998. For purposes of a non-inclusive example,
     Committed Capacity may not include capacity and energy produced by a
     standby gas or oil fueled generator.

     For operation on both gas and oil, for normal operations and for Committed
     Capacity tests, the Project's duct burners may be operated on natural gas,
     whether or not they are capable of operation on any other fuel, as long as
     the natural gas required for the duct burners is provided from a firm
     supply pursuant to the Project's existing gas supply contracts and is
     transported via firm transportation on the Northern Natural system or from
     an equivalent firm supply and transportation arrangement via another
     pipeline system. Interruptible transportation can be utilized on Northern
     Natural's system upstream of the storage field receipt point as long as the
     Project maintains an FDD storage account with Northern Natural in an amount
     equal to at least 6,000 MMBtu's. Seller may satisfy the requirements of
     this paragraph by installing such equipment as required to enable the
     Project's duct burners to operate on oil or propane as a fuel, provided
     that Seller reasonably demonstrates oil or propane fuel storage capacity,
     as appropriate, and burner tip delivery system at the Project Site of at
     least 6,000 MMBtus."

     27.  Appendix 8 is amended as follows:

     a)   The second paragraph is deleted in its entirety and replaced with the
following:

     "The Maximum Net Electrical Output Level dispatched by the Buyer shall be
     determined as set forth in Appendix 9, Section (h)."

     b)   The third paragraph is deleted and replaced in its entirety with
the following:

     "The Minimum Net Electrical Output Level dispatched by the Buyer shall
     equal sixty percent (60%) of the Committed Capacity as adjusted for ambient
     temperature and humidity in accordance with Appendix 9, Table A."

     c)   The third paragraph from the end of Appendix 8 is amended by adding
the following new sentence to the end of such paragraph:

     "For any period that the Project is capable of operating at a level above
     the Minimum Automatic Dispatch Level and the Project's generation level is
     controlled by Buyer's AGC system, the Buyer will not dispatch the Project
     below the Minimum Automatic Dispatch Level and the Seller shall adjust the
     AGC low


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<PAGE>   10
     operating bandwidth point to the Minimum Automatic Dispatch Level. Buyer
     may dispatch the Project at below the Minimum Automatic Dispatch Level and
     at or above the Minimum Net Electrical Output Level if the Project is not
     being controlled by Buyer's AGC system."

     28.  Appendix 8 is amended by adding the following new paragraph at the
end of the Appendix:

     "Buyer will not issue two or more Dispatch Orders to conduct a Project
     startup (Start Order) in a single calendar day as a routine dispatch and
     operating practice. Buyer may issue more than one Start Order in a calendar
     day if the Project ceases to deliver Net Electrical Energy for causes other
     than a Dispatch Order to conduct a Project shutdown (Shutdown Order) or, if
     after Buyer issues a Shutdown Order, a material unexpected event or
     circumstance occurs which impacts supply resources in M.A.I.N., or a
     successor reliability organization. Buyer will not, after having issued a
     Start Order and having dispatched the Project for a portion of a day, issue
     a Shutdown Order, and then order a second Start Order in the same day for
     the purpose of avoiding a Start-up Payment. If, however, Seller starts up
     the Project without a Start Order to sell energy or capacity to a third
     party and Buyer subsequently purchases Net Electrical Energy from the
     Project prior to a Project shutdown, Buyer's issuance of a Shutdown Order
     for such period shall not be counted for the purposes of this paragraph.

     29.  Appendix 9, Section (a) is amended by adding the following to the end
of the second paragraph:

     "If the Seller's scheduled maintenance outages exceed a six (6) year
     rolling average of sixteen days for a Contract Year, and the Performance
     Factor for that Contract Year is greater than 0.97, then the Performance
     Factor for that Contract Year shall be redetermined by assuming that the
     Project was unavailable by reason of an unscheduled outage during the last
     two (2) scheduled maintenance days of such Contract Year. For the purpose
     of the determination of Seller's scheduled maintenance, any scheduled
     maintenance day during which the Project is restored to availability
     between 12:00 a.m. and 12:00 p.m. of such day shall be considered a half
     day of scheduled maintenance and any scheduled maintenance day during which
     the Project is restored to availability after 12:00 p.m. of such day shall
     be considered a full day of scheduled maintenance."


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<PAGE>   11
     30.  Appendix 9, Section (d)(i) shall be amended as follows:

     a)   The first sentence shall be amended in the entirety to read as
          follows:

     "Every summer period (June 15 to September 15), a capacity test using
     natural gas as the fuel for the Project (the "Gas Test") and a capacity
     test using oil as the fuel for the Project's combustion turbines and
     natural gas for the Project's duct burners (the "Oil Test") shall be
     conducted, both in accordance with the requirements of the Mid-American
     Interpool Network ("MAIN") Guide No. 3, Procedures for the Uniform Rating
     of Generating Equipment (the "Summer Capacity Test").

     b)   The second sentence shall be amended by adding "capacity for each of
the Gas Test and Oil Test respectively for purposes of determining" between the
words "Project's" and "Committed"; deleting the words "for payment purposes"
and adding the words "using Table A attached hereto and made a part of this
Appendix 9" between "50%" and "."

     c)   The following new sentence shall be added:

     "Committed Capacity shall be the lower of the capacity determined pursuant
     to the Gas Test and the capacity calculated by adding 60 percent of the Gas
     Test capacity and 40 percent of the Oil Test capacity."

     d)   The following new sentence shall be added to the end of the Section:

     "If oil or propane fueled duct burners are installed in accordance with the
     provisions of Appendix 3 (Part One), the Oil Test shall be conducted using
     oil or propane, as applicable, as the fuel for the duct burners."

     31.  Appendix 9, Section (d)(iv) is amended by adding the words "consisting
of a Gas Test and an Oil Test" between the words "test" and "shall" in the
first sentence; deleting the second sentence in its entirety and replacing it
with the following:

     "Committed Capacity shall be the lower of the capacity determined pursuant
     to the Gas Test and the capacity calculated by adding 60 percent of the Gas
     Test capacity and 40 percent of the Oil Test capacity."


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<PAGE>   12
     32.  Section (d) of Appendix 9 shall be amended by adding the following
new Section (v) as follows:

     "(v) All Committed Capacity tests may be conducted with the use of any
     Existing Augmentation Equipment or Additional Equipment permitted by
     Appendix 3 (Part One)."

     33.  Appendix 9 is amended by adding a new Section "(h)" which shall read
as follows:

     "Each year prior to March 15, a test will be conducted to determine the
     Maximum Net Electric Output Level at varying ambient conditions until the
     next such test is conducted. This test will be conducted on natural gas at
     an ambient temperature at or above 20 degrees F. with the Project
     combustion turbine at full load, 141 MMBtu (HHV) of duct burning and
     without the use of steam injection or evaporative coolers. This test shall
     be conducted following the same scheduling and other test procedures as the
     Gas Test described in Appendix 9, Section (d). The ambient adjustment
     factors from Appendix 9, Table A shall be used to adjust the tested
     capacity to the 20 degrees F./50% relative humidity condition (Base
     Condition Maximum Output or "BCMO"). Below 20 degrees F., Maximum Net
     Electric Output Level is equal to the BCMO. For temperatures above 20
     degrees F., and at 50% relative humidity, a straight line connecting the
     BCMO with the Committed Capacity level at 90 degrees F, 50% relative
     humidity, shall be used to determine the Maximum Net Electrical Output
     Level at varying temperatures. Humidity adjustment factors derived from
     Appendix 9, Table A shall be used to adjust the Maximum Net Electrical
     Output Level relative to the 50% relative humidity condition. This test
     shall not be used to establish Committed Capacity. The Maximum Net
     Electrical Output Level at any ambient condition shall not be less than the
     Committed Capacity adjusted for such ambient conditions pursuant to
     Appendix 9, Table A."

     34.  Section (g) of Appendix 9 shall be amended by revising such Section
to read as follows:

     "(g) If at the time of any test to be performed under paragraphs (d)(i),
     (d)(iv) or (h) of this Appendix 9 (a "Scheduled Test") or any retest for
     such Scheduled Test permitted under this Section (g) (a "Retest"), the
     Project is not operable, or its output is materially affected by any
     condition which can be remedied by maintenance, repair or reconstruction,
     which can be accomplished before the next Scheduled Test, a Retest shall be
     scheduled by Buyer as promptly as practicable but not to exceed 7 days
     after Seller notifies Buyer that the condition has been corrected. Any
     Retest shall be performed in accordance with the


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<PAGE>   13
      requirements (other than the requirement to test within the applicable
      summer or winter period and scheduling) for the Scheduled Test for which
      such Retest is performed.  Upon completion in accordance with its
      requirements the results of a Retest shall be substituted for the results
      of the Scheduled Test for which such Retest is performed."

      35.   Appendix 9, Section (h) shall be redesignated Appendix 9, Section
(i) and shall be amended by replacing the word "and" between "(d)(i)" and
"(d)(iv)" with "," and adding "and (h)" between "(d)(iv)" and the word "above" 
in the first sentence.

      36.   Except as expressly amended hereby, all of the terms and provisions
of the Agreement are and shall remain in full force and effect.

      37.   This Fifth Amendment may be executed in any number of counterparts
by the parties hereto, each of which counterparts  when so executed shall be 
an original, but all the counterparts shall together constitute one and the 
same instrument. 

      38.   This Fifth Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the laws of
the State of Wisconsin.

      39.   Each party represents to the other party that, as of the date
hereof:

      (a)   It is duly organized, validly existing and in good standing under
the laws of the state in which it is formed as set forth in the first paragraph
of this Fifth Amendment;

      (b)   It has the power and authority to execute, deliver and carry out
the terms and provisions of this Fifth Amendment;

      (c)   All necessary action has been taken to authorize its execution,
delivery and performance of this Fifth Amendment and this Fifth Amendment
constitutes the 

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valid, legal and binding obligation of such party enforceable against it in
accordance with the terms hereof; and

      (d)   No approval, authorization, order or consent of or declaration,
registration or filing with any governmental authority is required for the
valid execution, delivery and performance under this Fifth Amendment by such
party.

      40.   This Fifth Amendment shall be effective as of February 1, 1998 upon
execution by both parties and the receipt by Wisconsin Electric of Settlement
Payment (as defined in the Settlement Agreement between the parties dated as of
February 26, 1998).


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<PAGE>   15
         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first set forth above.

WITNESSED BY:                                LSP-WHITEWATER
                                             LIMITED PARTNERSHIP

                                             By:    LSP-Whitewater I, Inc.
                                             Its:   General Partner

/s/ Kimberly S. Bonnell                             /s/ Michael S. Liebelson
--------------------------------             By:    ---------------------------
                                                    Michael S. Liebelson
                                                    Managing Director


WITNESSED BY:                                WISCONSIN ELECTRIC POWER
                                             COMPANY: 


---------------------------------            By:    ---------------------------
                                                    Gerald A. Abood
                                                    Director, Fossil Operations

<PAGE>   16
         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first set forth above.

WITNESSED BY:                                LSP-WHITEWATER
                                             LIMITED PARTNERSHIP

                                             By:    LSP-Whitewater I, Inc.
                                             Its:   General Partner

                                                                            
--------------------------------             By:    ---------------------------
                                                    Michael S. Liebelson
                                                    Managing Director


WITNESSED BY:                                WISCONSIN ELECTRIC POWER
                                             COMPANY: 

                                                    /s/ Gerald A. Abood
---------------------------------            By:    ---------------------------
                                                    Gerald A. Abood
                                                    Director, Fossil Operations