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                                                                   EXHIBIT 10.46


                          MIDLAND COGENERATION VENTURE
                               LIMITED PARTNERSHIP
                            LONG-TERM INCENTIVE PLAN


PURPOSE

The purpose of this plan is to attract, retain and reward certain key employees,
by providing a long-term compensation incentive plan which recognizes the
achievement by MCV Senior personnel of specific goals that are aligned with
Partner and Investor goals. The plan is initiated with one goal as detailed
below. Additional goals may be added as determined by the Organization and
Compensation Subcommittee.


INITIAL GOAL

The initial goal focuses on the achievement of paying the annual tax liability
payments to each Partner, as detailed in the debt agreement, by the year 2001.
Participants in the plan will be eligible for long-term incentive payments
according to the attached award schedule.


PLAN GUIDELINES

Participants are full time, managerial, professional or administrative personnel
who are recommended by the President/CEO and approved by the Organization and
Compensation Subcommittee. Awards will be calculated based on the participant's
annualized base salary as of the date of payment and will be subject to
applicable withholding. Such awards are excluded from the earnings base for
determining contributions to the 401(k) Employee Savings Plan, Defined
Contribution Retirement Plan, and determining Life Insurance coverage. See the
attached page for a list of initial participants.

If a participant's employment terminates due to retirement, total and permanent
disability, layoff due to changes in MCV operations, the participant (or their
estate) is eligible for a prorated award. Exceptions must be approved by the
Organization and Compensation Subcommittee.

At the discretion of the Organization and Compensation Subcommittee, this plan
can be amended or terminated at any time. Participants may receive a prorated
award at the date of termination.


EFFECTIVE DATE:  JANUARY 1, 1998


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                          MIDLAND COGENERATION VENTURE
                               LIMITED PARTNERSHIP
                            LONG-TERM INCENTIVE PLAN




                               TARGET ACHIEVEMENT

<TABLE>
<CAPTION>

                2000                                 2001                              2002
 ----------------------------------   ---------------------------------   -----------------------------

                     Base Salary                           Base Salary                     Base Salary
                       Award                                 Award             Tax           Award
       Tax             -----              Tax                -----             ---           -----
     Payment                            Payment                              Payment
     -------                            -------                              -------
    <C>                <C>              <C>                  <C>             <C>             <C>   
      100                30%              100                    25%           100             18.75%
       95                25%               95                    20%            95             15.00%
       90                20%               90                    15%            90             11.25%
       85                15%               85                    10%            85              8.43%
       80                10%               80                     5%            80              6.32%
       75                 0%               75                     0%            75               0.0%
</TABLE>


NOTE:  Award is based on the participant's base salary as of the payout year.