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                                                                   EXHIBIT 10.28



                              STEAM SALES AGREEMENT



                                     BETWEEN



                               ROUGE STEEL COMPANY

                                    AS BUYER



                                       AND



                     DEARBORN INDUSTRIAL GENERATION, L.L.C.

                                    AS SELLER











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                                TABLE OF CONTENTS
                                                                          PAGE
SECTION 1 DEFINITIONS........................................................2
1.01       CERTAIN DEFINED TERMS.............................................2
1.02       INTERPRETATIONS; HEADINGS.........................................5
SECTION 2 REPRESENTATIONS AND WARRANTIES.....................................6
2.01       REPRESENTATIONS AND WARRANTIES OF FORD............................6
2.02       REPRESENTATIONS AND WARRANTIES OF DIG.............................7
SECTION 3 CONDITIONS PRECEDENT...............................................8
3.01       ENFORCEMENT OF DIG'S OBLIGATIONS..................................8
3.02       ENFORCEMENT OF ROUGE'S OBLIGATIONS................................8
SECTION 4 OBLIGATIONS OF THE PARTIES.........................................9
4.01       DESIGN............................................................9
4.02       GOVERNMENTAL PERMITS AND APPROVALS...............................10
4.03       CONSTRUCTION OF THE PROJECT......................................11
4.04       STEAM PURCHASES DURING TESTING...................................11
4.05       OPERATION AND MAINTENANCE OF THE PROJECT.........................12
4.06       REASONABLE EFFORTS AND COOPERATION...............................12
SECTION 5 SALE AND PURCHASE OF STEAM........................................13
5.01       REQUIREMENT AND EXCLUSIVE SUPPLIER ..............................13
5.02       QUANTITY AND QUALITY OF STEAM....................................15
5.03       NOTICE REQUIREMENTS..............................................15
5.04       DISCLAIMER OF WARRANTY...........................................16
5.05       RISK OF LOSS.....................................................17
SECTION 6 MEASUREMENT OF STEAM..............................................17
6.01       MEASUREMENT OF STEAM UNDER NORMAL OPERATIONS.....................17
6.02       ESTIMATION OF STEAM WHEN METERING EQUIPMENT IS NOT FUNCTIONING...18
SECTION 7 CONDENSATE........................................................20
7.01       CONDENSATE.......................................................20
7.02       CONTAMINATED CONDENSATE..........................................21
SECTION 8 PAYMENT CALCULATIONS..............................................21
8.01       PAYMENTS.........................................................21
8.02       EXTENSION TERM PRICING...........................................22
8.03       PROPERTY TAX ABATEMENT ADJUSTMENT................................22
8.04       NO OTHER CHARGES.................................................23
SECTION 9 PAYMENTS; BILLING; INTEREST ON PAST-DUE AMOUNTS...................23
9.01       PAYMENTS.........................................................23
9.02       BILLING..........................................................23
9.03       INTEREST ON PAST-DUE AMOUNTS.....................................24
9.04       FAILURE TO PAY...................................................25
9.05       DISPUTED INVOICES................................................25
SECTION 10 COMPLIANCE WITH LAWS.............................................26
10.01     COMPLIANCE WITH LAWS..............................................26
SECTION 11 INSURANCE........................................................26
11.01     INSURANCE.........................................................26
SECTION 12 TERM OF THIS AGREEMENT...........................................27
12.01         TERM OF THIS AGREEMENT........................................27
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12.02         DETERMINATION OF COMMENCEMENT DATE............................27
SECTION 13 FORCE MAJEURE....................................................29
13.01         FORCE MAJEURE.................................................29
13.02         RESTRICTIONS..................................................30
13.03         NOTIFICATION OBLIGATIONS......................................31
13.04         OTHER CONSEQUENCES............................................31
13.05         MEETING BETWEEN PARTIES.......................................31
SECTION 14 DEFAULT AND TERMINATION..........................................32
14.01         EVENTS OF DEFAULT.............................................32
SECTION 15 WAIVERS; AMENDMENTS AND MODIFICATIONS............................34
15.01         WAIVERS.......................................................34
15.02         AMENDMENTS AND MODIFICATIONS..................................34
SECTION 16 NOTICES..........................................................35
16.01         NOTICES.......................................................35
SECTION 17 ASSIGNABILITY....................................................36
17.01         NON-ASSIGNABILITY.............................................36
17.02         PERMITTED ASSIGNMENT..........................................37
SECTION 18 LIABILITIES AND INDEMNITIES; LEGAL FEES; COMPUTATION OF DAMAGES..37
18.01         LIABILITIES AND INDEMNITIES...................................37
18.02         [INTENTIONALLY BLANK] ........................................39
18.03         LIMITATION OF LIABILITY.......................................39
18.04         LIABILITY FOR FAILURE IN DELIVERY.............................39
18.05         DAMAGES PAYABLE BY ROUGE......................................39
18.06         DUTY TO MITIGATE..............................................40
SECTION 19 DISPUTE RESOLUTION PROCEDURES....................................41
19.01         IF A DISPUTE ARISES...........................................41
19.02         ARBITRATION...................................................41
SECTION 20 DIG'S FINANCING..................................................42
20.01         DIG'S FINANCING...............................................42
SECTION 21 MISCELLANEOUS....................................................42
21.01         ENTIRE AGREEMENT..............................................42
21.02         NO DRAFTING PRESUMPTION.......................................43
21.03         INDEPENDENT CONTRACTOR........................................43
21.04         SEVERABILITY..................................................43
21.05         GOVERNING LAW.................................................44
21.06         CONFIDENTIALITY...............................................44
21.07         DAMAGE, DESTRUCTION OR CONDEMNATION...........................45
21.08         COUNTERPARTS..................................................45
EXHIBIT A PROJECT SITE.......................................................1
EXHIBIT B ROUGE SITE.........................................................1
EXHIBIT C POINT OF DELIVERY..................................................1
EXHIBIT D STEAM CHARACTERISTICS..............................................1
EXHIBIT E BASE PROPERTY TAX..................................................1
EXHIBIT F PRICING............................................................1


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                              STEAM SALES AGREEMENT

         This STEAM SALES AGREEMENT, dated as of January 13, 1999, is made by
and between ROUGE STEEL COMPANY, a Delaware corporation ("ROUGE"), having
offices at 3001 Miller Road, P.O. Box 1699, Dearborn, Michigan 48121, and
DEARBORN INDUSTRIAL GENERATION, L.L.C., a Michigan limited liability company
("DIG"), having offices at 330 Town Center Drive, Dearborn, Michigan 48126.

                                     RECITAL

         WHEREAS, ROUGE owns and operates a manufacturing facility in Dearborn,
Michigan, which uses steam for heating and processing operations; and

         WHEREAS, ROUGE intends to continue to operate the manufacturing
facility;

         WHEREAS, DIG intends to construct an electric and steam generating
facility near ROUGE's facility; and

         WHEREAS, DIG will produce steam which DIG is willing to sell to ROUGE
to meet ROUGE's heating and process requirements; and

         WHEREAS, ROUGE desires to buy steam from DIG.


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         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Steam Sales Agreement, ROUGE and DIG hereby agree as follows:

                                    SECTION 1

                                   DEFINITIONS

1.01     CERTAIN DEFINED TERMS.

         As used in this Steam Sales Agreement, the words, phrases and terms
used herein shall be used in the ordinary meaning unless this Agreement clearly
indicates otherwise or unless the same is hereinafter defined, in which
instance, such word, phrase or term shall have the meaning attributed to it or
as defined below:

         "Agreement" shall mean this Steam Sales Agreement, as it may be
amended, modified or supplemented from time to time.


         "Billing Distribution" shall mean the portion of the steam delivered to
the Point(s) of Delivery which FORD and ROUGE jointly inform DIG represents the
steam sold to ROUGE and is to be allocated to ROUGE for invoice purposes, and
the amount of Excess Condensate, if any, to be attributed to the account of
ROUGE. ROUGE agrees to be bound by such Billing Distributions and DIG may rely
on each such Billing Distribution.

         "Circulating Water" shall mean water drawn from the Detroit Industrial
Processing Water Pipeline at the Rouge Site and circulated through closed
channels of various equipment to remove heat without contact with other process
fluids.

         "Commencement Date" shall mean the date determined in accordance with
Section 12.02 but in no event later than June 1, 2000; provided however that DIG
shall use all commercially reasonable efforts to achieve a Commencement Date by
April 1, 2000.

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         "Companion Agreements" shall mean separate electricity sales agreements
between DIG and FORD, and DIG and ROUGE; a steam sales agreement between DIG and
FORD; a blast furnace gas purchase agreement between DIG and ROUGE; a treated
water purchase agreement between DIG and ROUGE; a lease for the Project Site
between ROUGE and DIG; environmental indemnity agreement, and necessary
easements between DIG and FORD, ROUGE or both; and all interconnection
agreements (steam, electric, BFG, Condensate, circulating water, waste water
discharge, utilities) among those parties which are necessary to carry out the
purposes of the agreements.

         "Condensate" shall mean the water condensed from the steam delivered to
the Point of Delivery.

         "Condensate Interconnection Facilities" shall mean those facilities of
a quality and type reasonably required for the Rouge Site to return Condensate
to the Project, including service stop valves, meter(s), meter support(s), pipe
system(s), pipeline(s), and other facilities of a quality and type reasonably
required in order to effectuate the purposes of this Agreement.


         "Condensate Point of Delivery" shall mean the point identified in
Exhibit C.

         "Excess Condensate" shall mean all Condensate returned to the Project
in excess of the Condensate from steam delivered to the turbo blowers located in
the Powerhouse which conforms to the specifications in Exhibit D during a given
month.

         "Force Majeure" shall have the meaning provided for in Section 12.

         "FORD" shall mean the Ford Motor Company.

         "Governmental Authority" shall mean any federal, state or local
government, any political subdivision or any governmental, quasi-governmental,
judicial, public or statutory


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instrumentality, authority, body or entity or other person or body authorized to
make or enforce laws or regulations applicable to the Project.

         "Laws" or "Law" shall mean all statutes, regulations, orders, decrees
or rulings by any Governmental Authority applicable to the construction,
maintenance and operation of the Project.

         "Maximum Amount" shall mean 1.2 million pounds of steam per hour.

         "Party" or "Parties" shall mean a signatory or the signatories to this
Agreement and its or their successors and permitted assigns, as the case may be.

         "Point(s) of Delivery" shall mean the point(s) of connection to the
Steam Interconnection Facilities identified in Exhibit C hereto.

         "Powerhouse" shall mean the existing power plant located at the Rouge
Site that is jointly owned by FORD and ROUGE.

         "Project" shall mean an approximately 550MW complex with two natural
gas fired combined cycle units with heat recovery steam generators, three blast
furnace gas/natural gas boilers, one steam turbine and all ancillary
transformers, transmission wires, meters and other associated equipment to be
located on the Project Site. The Parties agree that DIG may install an
additional gas turbine generator and ancillary equipment (including heat
recovery steam generator) with a nominal net capacity of approximately 160 MW.
This unit shall be excluded from the definition of Project for purposes of this
Agreement, unless specifically noted otherwise.

         "Project Site" shall mean the real property to be leased or purchased
by DIG from ROUGE, located in Dearborn, Michigan, and more particularly
described in Exhibit A hereto.

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         "Rouge Site" shall mean the property located in Dearborn, Michigan,
within the boundaries shown on Exhibit B.


         "Steam" or "steam" shall mean the steam produced by the Project for
delivery to ROUGE at the Point of Delivery having the characteristics specified
in Exhibit D hereto.

         "Steam Interconnection Facilities" shall mean those facilities of a
quality and type reasonably required to deliver steam from the Project to the
Rouge Site steam loop, including service stop valves, meter stop valves, meter
supports, meter(s), pipe system(s), pipeline(s) and other facilities of a
quality and type reasonably required in order to effectuate the purposes of this
Agreement.

         "Term" shall mean the original term of this Agreement and any
extensions hereto, as set forth in Section 12.01.

1.02     INTERPRETATIONS; HEADINGS.

         (a)      Definitions of terms used herein and in the Exhibits hereto
shall be equally applicable to both the singular and plural forms of the terms
defined.

         (b)      The Table of Contents and the headings herein and in the
Exhibits hereto are intended for convenience only and shall be
disregarded in construing this Agreement.

         (c)      The provisions in any Exhibits take precedence over any
provision in the body of this Agreement.

         (d)      The provisions of this Agreement shall take precedence over
any provision of the other Companion Agreements between ROUGE and DIG, except
for the Electricity Sales Agreement.

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                                    SECTION 2

                         REPRESENTATIONS AND WARRANTIES

2.01     REPRESENTATIONS AND WARRANTIES OF ROUGE

         (a)      ROUGE represents that it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
is authorized to do business in the State of Michigan and has full power and
authority to enter into this Agreement and to perform the terms hereof.

         (b)      ROUGE represents that the persons executing and delivering
this Agreement on ROUGE's behalf are acting pursuant to proper authorization
duly obtained and that this Agreement is the legal, valid and binding obligation
of ROUGE enforceable in accordance with its terms.

         (c)      ROUGE represents that the making and performance by ROUGE of
this Agreement does not and will not violate the provisions of its Articles of
Incorporation, Bylaws or any law, regulation or order of any Governmental
Authority applicable to ROUGE or result in a breach of, or constitute a default
under, or require any consent or waiver which has not been obtained under, any
agreement, instrument or document, or the provisions of any order, writ,
judgment, injunction, decree, determination or award of any Governmental
Authority affecting ROUGE.

         (d)      ROUGE represents that as of the date hereof, no suit, action
or arbitration, or legal, administrative or the proceeding is pending or to the
best of its knowledge has been


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threatened against ROUGE that would affect the validity or enforceability of
this Agreement or the ability of ROUGE to fulfill its commitments hereunder, or
that would, if adversely determined, have a material adverse effect on the
business or financial condition of ROUGE.


2.02     REPRESENTATIONS AND WARRANTIES OF DIG.


         (a)      DIG represents that it is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Michigan, is authorized to conduct business in the State of Michigan and has
full power and authority to enter into this Agreement and to perform the terms
hereof.

         (b)      DIG represents that the persons executing and delivering this
Agreement on DIG's behalf are acting pursuant to proper authorization duly
obtained and that this Agreement is the legal, valid and binding obligation of
DIG, enforceable in accordance with its terms.

         (c)      DIG represents that the making and performance by DIG of this
Agreement does not and will not violate the provisions of its Articles of
Organization, Operating Agreement or any law, regulation or order of any
Governmental Authority applicable to DIG, or result in a breach of, or
constitute a default under, or require any consent or waiver which has not been
obtained under, any agreement, instrument or document, or the provisions of any
order, writ, judgment, injunction, decree, determination or award of any
Governmental Authority affecting DIG.

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        (d)      DIG represents that as of the date hereof, no suit, action or
arbitration, or legal, administrative or other proceeding is pending or to the
best of its knowledge has been threatened against DIG that would affect the
validity or enforceability of this Agreement or the ability of DIG to fulfill
its commitments hereunder, or that would, if adversely determined, have a
material adverse effect on the business or financial condition of DIG.

                                    SECTION 3

                              CONDITIONS PRECEDENT

3.01     ENFORCEMENT OF DIG'S OBLIGATIONS.

         It shall be a condition precedent to DIG's obligations under
this Agreement that by February 1, 1999, or such other date as indicated, the
following events shall have occurred or shall have been waived by DIG:

         (a)      the timely receipt by DIG of possession of, and such other
property rights as are necessary in the Project Site and the Rouge Site; and

         (b)      the execution of all of the other Companion Agreements


3.02     ENFORCEMENT OF ROUGE'S OBLIGATIONS.

        It shall be a condition precedent to ROUGE's obligations under this
Agreement that the following events shall have occurred or shall have been
waived by ROUGE: the execution of all of the Companion Agreements.


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                                    SECTION 4

                           OBLIGATIONS OF THE PARTIES

4.01     DESIGN.

         (a) DIG shall provide all engineering services for the design and
construction of the Project, Steam Interconnection Facilities and Condensate
Interconnection Facilities. In addition, the Steam Interconnection Facilities
and Condensate Interconnection Facilities shall be designed such that no
additional work or replacement to the FORD/ROUGE equipment is required, or, if
required by DIG, will be implemented at DIG's sole expense.

         (b) ROUGE shall make available to DIG in a timely manner (i) all
available plans and drawings, necessary to permit DIG to design the
interconnections of the Project with the Rouge Site, which include plans and
drawings of relevant steam headers and steam lines (ii) reasonable access to
location(s) for the Point(s) of Delivery, and (iii) reasonable access to a
single location for the Condensate Point of Delivery.








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<PAGE>   13


4.02     GOVERNMENTAL PERMITS AND APPROVALS.

         (a) DIG will, at its expense, apply for all permits, approvals,
licenses and variances necessary for the construction and operation of the
Project including any permits required to interconnect to FORD or ROUGE
facilities at the Rouge Site, provided, however, FORD/ROUGE will apply for
modifications or amendments to any permits, approvals or licenses if necessary
to allow the Project to use Circulating Water from the Rouge Site. ROUGE will
provide all reasonable assistance to DIG, as requested, on a timely basis in
obtaining all federal, state, and local permits and approvals and provide
information necessary for the regulatory approvals required for the development
and operation of the Project. DIG shall provide all reasonable assistance to
FORD/ROUGE, if requested, with respect to their application for and compliance
of permits, approvals or licenses related to the Circulating Water supply for
the Project from the Rouge Site.

         (b) So long as the Project is deemed as "contiguous" with the Rouge
Site or "under the control" of FORD or ROUGE otherwise deemed part of the Rouge
Site for environmental regulatory purposes, then prior to any modification or
major modification, as defined under any federal, state, or local statutes,
rules or ordinances, DIG shall obtain the prior approval of ROUGE before
commencing any permitting activity or any physical changes related to such
modifications. ROUGE reserves the right to veto any modification or major
modification plans at the Project, unless the proposed modification has no
adverse impact on ROUGE.




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4.03     CONSTRUCTION OF THE PROJECT.

         (a) DIG shall bear the costs of construction, start up, testing,
maintenance and operation of the Project, including all interconnecting piping
and steam lines. ROUGE agrees to reasonably cooperate with DIG to facilitate the
installation of Steam lines and all other necessary interconnection facilities.

         (b) DIG will construct at its sole cost the Steam Interconnection
Facilities and Condensate Interconnection Facilities.

         (c) DIG will use appropriate building trades union labor for the
construction phase of the Project, which includes at least the period through
final completion of the Project. During the construction phase only, in the
event there is a construction trades strike that occurs outside the reasonable
control of DIG the Parties will extend the contract starting date in Section
12.01(a) for steam sales for a period equal to the duration of the strike.

         (d) DIG will minimize and coordinate with ROUGE any potential
interference with any ROUGE operations during the construction, inter-tie, and
operation of the Project.

4.04     STEAM PURCHASES DURING TESTING.

         ROUGE shall take such steam as may be reasonably necessary to
conduct the test program during the testing of the Project's steam send out
system on mutually acceptable terms and schedules and provided that ROUGE has
process requirements and/or capacity to take the






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<PAGE>   15
available steam. ROUGE and DIG shall provide a mechanism for conducting and
coordinating such test program.

4.05     OPERATION AND MAINTENANCE OF THE PROJECT.

         DIG shall have the responsibility to operate the Project in accordance
with good engineering and safety practices and shall bear all operating costs
and other expenses associated with the Project including any compliance with
environmental or noise regulations applicable to the Project.

         DIG will give preferential status to qualified personnel previously
employed at the Powerhouse when hiring the initial operation personnel of the
Project. DIG will not oppose the United Auto Workers as bargaining
representative for the employees of the Project.

4.06     REASONABLE EFFORTS AND COOPERATION.

         The Parties shall provide such assistance and support as may reasonably
be required in identifying and preparing applications for permits,
authorizations and licenses and making all necessary arrangements for
interconnection with facilities on the Rouge Site.







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                                    SECTION 5

                           SALE AND PURCHASE OF STEAM

5.01     REQUIREMENT AND EXCLUSIVE SUPPLIER

         In accordance with the terms and conditions of this Agreement, on the
Commencement Date and thereafter during the term of this Agreement, DIG shall
sell and deliver to ROUGE and ROUGE shall purchase and accept from DIG, all of
the steam used or required by its operations at the Rouge Site. ROUGE shall not,
and shall not permit any third party under its control or with which it has a
contractual relationship, to use steam for use at the Rouge Site supplied from
any source other than DIG, provided, however, ROUGE may re-sell the steam
purchased from DIG. DIG will be the sole provider of steam to the Rouge Site for
the term of the Agreement with the following exceptions:

         (a) Quantities as Part of Manufacturing Process

             ROUGE may recover and use quantities of steam in heat recovery
processes or which is produced incidentally as part of normal manufacturing
processes.

         (b) Back-up steam

             ROUGE shall have the right to install and use, at its sole option,
equipment to provide backup steam in the event that any of the steam supplied by
DIG under the terms of this Agreement is interrupted or curtailed.











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<PAGE>   17

         (c) Powerhouse Generation Pending Receipt of Steam and Electricity

             Until the later of the Commencement Date or such date as the
Project is able to achieve reliable delivery of Electricity and steam in
sufficient quantities to fulfill FORD and ROUGE operational requirements which
shall be such date as provided for in 12.02. ROUGE may continue to generate
steam and electricity through the operation of the Powerhouse.

         (d) Shaded Area of Exhibit B.

             The exclusivity provisions shall not apply to the shaded area of
Exhibit B.

         (e) Failure to deliver by DIG

             In the event DIG interrupts the delivery of steam ROUGE may
generate or acquire replacement steam.

         (f) Temporary Construction

             Nominal steam use from portable steam producing equipment shall be
permitted if used solely for temporary use during construction projects.

         (g) Steam in Excess of Maximum Amount

             If the demand of the Rouge Site exceeds the Maximum Amount, the
increment above the Maximum Amount may be purchased or self-generated, unless
the Parties agree to increase the Maximum Amount.







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<PAGE>   18
5.02     QUANTITY AND QUALITY OF STEAM.

         (a) Maximum Steam Quantity. DIG shall not be obligated to deliver steam
during any hour in excess of the Maximum Amount. The steam delivered by the
Project to ROUGE at the Point of Delivery shall meet the conditions set forth in
Exhibit D hereto.

         (b) Minimum Steam Quantity. The Rouge Site will take or pay for, on an
annual basis, a minimum of 1,732,500 thousand pounds of steam for the first five
(5) years of the term of this Agreement. ROUGE will be jointly and severally
liable with FORD for the obligations of this paragraph.

         (c) Type of Service All service under this Agreement shall be firm
deliveries of steam. The hours of service are 24 hours per day every day.

5.03     NOTICE REQUIREMENTS.

         (a) Prior to the Commencement Date, DIG and ROUGE shall establish
communication procedures designed to keep both informed at all times as to (i)
the status of the Project's steam generating equipment and (ii) the Steam
Interconnection Facility's ability to receive steam from the Project.

         (b) Not later than sixty (60) days prior to commencement of each
calendar year, ROUGE shall notify DIG of its good faith estimate of the quantity
of steam to be delivered during the succeeding 12-month period and provide a
schedule of monthly usage and peak demand for such delivery. Thereafter, ROUGE
shall notify DIG of any known adjustment or







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<PAGE>   19

modification of said estimated quantity or schedule not less than five (5) days
prior to commencement of each calendar month. However, the quantity of steam to
be supplied to ROUGE pursuant to this Agreement shall not be limited by such
estimates.

         (c) ROUGE's designated employee shall notify DIG's designated employee
of any planned changes to any work shift's estimated quantity or schedule prior
to the beginning of any eight (8) hour work shift affected by such changes.

         (d) The Parties recognize that other detailed and continuing exchanges
of information will be necessary in order to optimize the design, construction,
operation and maintenance of their respective systems and equipment, consistent
with their respective rights and responsibilities under this Agreement. To that
end, each Party shall notify the other of the individual employee or employees
responsible for exchanging information with the other Party and for resolving
issues which may arise or be expected to arise affecting design, construction,
operation and maintenance of the Project and delivery of steam and return of
Condensate under this Agreement. The original designation shall occur within
sixty (60) days of the date of this Agreement. Resolution of such issues
including the procedures for communication specified above shall be in writing,
executed by authorized employees of both Parties.

5.04     DISCLAIMER OF WARRANTY.

         Except for meeting the specifications contained in Exhibit D hereto,
DIG does not in any way warrant the fitness of the steam for the particular
purpose for which ROUGE intends or may intend to use the steam.





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<PAGE>   20

5.05     RISK OF LOSS.

         All right, title, and interest in and to any steam delivered shall pass
from DIG to ROUGE at the Point of Delivery. DIG shall have the risk of loss of
all steam to be delivered up to and at the Point of Delivery, and ROUGE shall
have the risk of loss of all steam delivered from and after the Point of
Delivery. Subject to the provisions of Section 7.02, title to and risk of loss
with respect to all Condensate shall pass at the Condensate Point of Delivery.
Liability for all damages caused by or arising out of the steam or Condensate
delivered shall lie with the Party responsible for the risk of loss in this
Section 5.05. Such Party shall indemnify the other Party hereto for such loss
and damage pursuant to Section 18 of this Agreement.

                                    SECTION 6

                              MEASUREMENT OF STEAM

6.01     MEASUREMENT OF STEAM.

         DIG shall install, inspect, operate and maintain at its
expense, metering equipment and instrumentation for the measurement of steam
delivered to the Point of Delivery and Condensate returned under this Agreement
and such other data as necessary for the sale of steam and return of Condensate
to the Project under this Agreement and the computation of the invoices required
by Section 9.02, provided, however, ROUGE shall operate and maintain at its
expense, metering equipment and instrumentation for the measurement of steam
delivered to the turbo blowers located within the Powerhouse. At all times the
equipment shall at least meet generally accepted utility standards. The metering
system shall be capable of measuring the hourly rate, aggregate quantity,
pressure and temperature of steam delivered by the Project to the






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Rouge Site and Condensate returned to the Project. All measurements of steam
shall be on the basis of flow measurements in thousand pounds per hour, pressure
measurement in pounds per square inch gauge ("PSIG"), temperature measurement in
degrees Fahrenheit. ROUGE shall have electronic direct read access to such
instrumentation data, but the reading for invoicing, calibrating and adjusting
thereof and changing of the charts shall be done only by the Project. The
determination of the total quantities of steam delivered to ROUGE and Condensate
returned to the Project shall be made by the Project's instrumentation. DIG
shall test its metering system at least annually, or more frequently if
reasonably requested by ROUGE with such additional tests being at the expense of
ROUGE if such test finds that the equipment readings are within the parameters
of Section 6.02(a), and at the expense of DIG if such test finds that the
equipment readings are within the parameters of Section 6.02(b). ROUGE shall
have the right to have a representative present at all tests. The records from
such measuring equipment shall remain the property of their owner, but upon
request, each will submit to the other its records and charts, together with
calculations therefrom, for inspection and verification, subject to return
within ten (10) days after receipt thereof.

6.02     ESTIMATION OF STEAM WHEN METERING EQUIPMENT IS NOT FUNCTIONING.

         The quantity of steam delivered hereunder during periods when the
measuring equipment is out of service or registering inaccurately shall be
estimated as follows:

         (a) If, upon test, any measuring equipment, the readings of which are
used in the registration, integration, or computation of quantities of steam
hereunder, is found to be in error to the extent that it introduces not more
than two percent (2%) measurement error in the






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<PAGE>   22

individual measuring equipment affected, previous records of such equipment
shall be considered accurate.

         (b) If, upon test, any such above measuring equipment is found to be
inaccurate to the extent that it causes the registered or computed quantities of
steam to be in error by an amount exceeding two percent (2%) at a recording
corresponding to the average hourly rate of flow through the instrument(s) in
the period since the last preceding test, then any registrations, integration,
or computed quantities of such instruments shall be corrected to zero error for
any part of the period since the last test in which such error is known to have
existed or which may be agreed upon by representatives of the Parties. In case
the period of such error is not known definitely or agreed upon, such correction
shall be for one-half (1/2) of the steam consumed since the later of the date of
the last test or the last undisputed invoice.

         (c) If no tests have been performed to determine the degree of
inaccuracy, or measuring equipment is out of service, the quantity of steam
shall be estimated:


             (1)     by using the registration of any existing and agreed upon
                     check equipment (such as meters on the FORD/ROUGE
                     distribution system) considered by Parties to be
                     registering accurately, or, in the absence of such check
                     equipment;

             (2)     by correcting the error in quantity or percentage of error
                     as is ascertainable by calibration, test, or mathematical
                     calculation




                                       19

<PAGE>   23
                                    (including reliance upon the Project's
                                    records of fuel consumption), or if neither
                                    of the two foregoing procedures is
                                    applicable;

                           (3)      by relating the quantity of delivery to
                                    deliveries during the periods under similar
                                    conditions when the measuring equipment was
                                    deemed to have been registering accurately.

         DIG shall preserve for a period of at least two (2) years at all test
data, charts and other similar records.

                                    SECTION 7

                                   CONDENSATE

7.01     CONDENSATE.

         ROUGE shall return all Condensate from steam used by the turbo blowers
located in the Powerhouse, except for normal turbo system losses, which shall
not exceed five (5) percent of steam delivered to such turbo blowers. ROUGE
shall use all reasonable efforts (without monitoring of Condensate) to ensure
that any Condensate returned to the Project conforms to the specification in
Exhibit D. DIG will monitor the Condensate and notify the operators of the
Powerhouse as soon as possible in the event it detects Condensate not in
conformity with the specifications in Exhibit D.





                                       20

<PAGE>   24

7.02     CONTAMINATED CONDENSATE.

         If Condensate not conforming to Exhibit D is detected, ROUGE shall
immediately cease return of Condensate to DIG. Disposal of contaminated
Condensate and other water contaminated thereby will be at ROUGE's sole expense.
In the event ROUGE returns contaminated Condensate to DIG, as detected by DIG,
DIG will immediately notify ROUGE of the need to stop the return of Condensate.
ROUGE shall be responsible for all costs of disposal of contaminated Condensate.
Contaminated Condensate returned by ROUGE will not be included in the
calculation of credits for Condensate return, if applicable.

                                    SECTION 8

                              PAYMENT CALCULATIONS

8.01     PAYMENTS.

         The amount payable by ROUGE to DIG pursuant to each monthly invoice
shall be equal to the Billing Distribution multiplied by the applicable price
per thousand pounds of steam in accordance with Exhibit F.

         In the event that ROUGE does not return all of the Condensate from the
steam used by the turbo blowers as required be Section 7.01 (which conforms to
the specifications in Exhibit D) to the Project during each month, an additional
amount of $1.75/thousand gallons multiplied by the number of gallons not
returned shall be due and payable by ROUGE to DIG.



                                       21

<PAGE>   25


         In the event that the Rouge Site returns Excess Condensate during a
given month, DIG shall apply a credit to ROUGE's invoice of $1.75/thousand
gallons multiplied by the amount of Excess Condensate attributed to ROUGE in the
Billing Distribution.

8.02      EXTENSION TERM PRICING

         If ROUGE elects to extend this Agreement in accordance with Section 12,
the Parties shall meet to discuss the price per pound of steam for the relevant
extension term. If the Parties cannot agree to a price prior to the end of the
expiring term, price shall be determined in accordance with the formula in
Exhibit F if ROUGE elects to continue to purchase steam under this Agreement. In
the event that ROUGE does not elect to continue to purchase steam under this
Agreement, it shall have no further obligations under Section 5.01.

8.03     PROPERTY TAX ABATEMENT

         DIG shall use all reasonable efforts to obtain a property tax abatement
or otherwise minimize the amount of property tax payable on the Project.
Reasonable efforts shall mean that level of effort normally exercised by
entities similarly situated to DIG for projects of like kind to the Project.
ROUGE shall provide reasonable assistance to DIG in seeking to obtain such
abatement or adjustment. The rates in Exhibit F are derived from the base
property tax amounts shown in Exhibit E. In the event that the property tax
payable by DIG and related to the Project (as currently defined) differs from
the amount shown in Exhibit E, DIG shall include the prorated overage or
underage based on the formula in Exhibit E in the next invoice prepared in
accordance with Section 9 as either an additional charge or credit.






                                       22

<PAGE>   26

         This paragraph is duplicative of Section 8.03 in the Electricity Sales
Agreement between ROUGE and DIG and is not cumulative.

8.04     NO OTHER CHARGES

         The rates shown on Exhibit F are inclusive of all service charges,
surcharges, administrative fees, meter charges, transmission/distribution
charges, and any and all other charges, surcharges, taxes and fees in existence
as of the date of this Agreement or as may be levied from time to time during
the term of this Agreement.


                                    SECTION 9

                 PAYMENTS; BILLING; INTEREST ON PAST-DUE AMOUNTS

9.01     PAYMENTS.

         All calculations for payments due DIG shall be based on a calendar
month.


9.02     BILLING.

         Beginning with the calendar month immediately following the
calendar month in which the Commencement Date shall occur and until this
Agreement shall terminate pursuant to Sections 12.01 or 14.02, DIG shall deliver
to ROUGE within three (3) days after the first day of each calendar month notice
of the total Steam delivered to the Rouge Site during the previous





                                       23

<PAGE>   27

month. ROUGE shall deliver within five (5) days after such notice from DIG the
Billing Distribution to be used for calculating the invoice. DIG shall then
deliver to ROUGE an invoice with respect to ROUGE's Billing Distribution for the
purchase of Steam, the amount of Condensate returned from the turbo blowers, and
return of Excess Condensate, if any, during the preceding calendar. Each invoice
shall include all necessary information and support documentation for
calculation of the payments required pursuant to Section 9. In the event ROUGE
fails to deliver the Billing Distribution within five (5) days, DIG may elect to
use the Billing Distribution from the previous calendar month. In order to be
binding upon DIG, the Billing Distribution plus the Billing Distribution of FORD
must be equal to the quantity delivered to the Point of Delivery during the
previous month.


9.03     INTEREST ON PAST-DUE AMOUNTS.

         The net amount due and payable to DIG as stated in the invoice shall be
due and payable within 30 days of receipt in immediately available funds.
Invoices not fully paid shall be subject to interest charges on the unpaid
balance equal to the sum of the prime lending rate as charged from time to time
by Chase Manhattan Bank, or any successor thereto, plus one hundred (100) basis
points per annum compounded annually based upon a 365-day year, from the date of
presentment until the unpaid balance is paid in full. The prime rate in effect
on the first day of any month shall be used in calculating any interest charges
which may be due in that month on unpaid invoices and interest charges.






                                       24

<PAGE>   28
9.04     FAILURE TO PAY.

         If ROUGE fails to pay for steam and any interest when due, as set forth
in Section 9.02, DIG will notify ROUGE of the delinquency in writing and attempt
to reach the designated party in Section 16 by telephone as a further notice.
Thereafter, if payment in full has not been made within forty-five (45) days of
the date of the delinquency notice, in addition to charging interest pursuant to
Section 9.03 and in addition to the provisions of Section 14, DIG may do any one
or more of the following: suspend the supply and delivery of steam to ROUGE;
terminate service under this Agreement in accordance with the procedures in
Section 14.01; or take any other action permitted by law or equity.

         ROUGE hereby grants to DIG the right to enter upon the Rouge Site
during the term of this Agreement and install and maintain such equipment or
take such other action as may be necessary to physically suspend the delivery of
steam to ROUGE in the event DIG may do so under the terms of this Section,
provided DIG has given notice to ROUGE at least five days prior to such entry.
The right to isolate ROUGE's facilities from the Rouge Site distribution systems
shall continue so long as DIG is delivering steam to the Rouge Site.



9.05     DISPUTED INVOICES

         In the event of any dispute as to all or any portion of an
invoice, ROUGE shall nevertheless pay the full amount of all charges when due
and may serve notice upon DIG that the amount of an invoice is in dispute, in
which event the provisions of Section 19 shall be applicable. Any charges which
are returned as a result of such dispute resolution procedures




                                       25

<PAGE>   29

shall bear interest from the date of payment by ROUGE to the date of refund at
the rates provided for in Section 9.03. Subject to the adjustments provided for
in Section 6, ROUGE hereby waives the right to dispute any invoice after a
period of two (2) years from the date such invoice becomes due and payable.

                                   SECTION 10

                              COMPLIANCE WITH LAWS

10.01    COMPLIANCE WITH LAWS.

         DIG shall be responsible for the Project's compliance with all current
and future applicable Laws, and, at its own cost, DIG will obtain and maintain
in full force all required permits, approvals and licenses necessary for the
operation of the. DIG shall not be responsible for the compliance of any
facilities outside the Steam Interconnection Facilities or Condensate
Interconnection Facilities and shall not be liable for any claim of loss or
damage (including claims under this Agreement) due to a failure of such
facilities.




                                   SECTION 11

                                    INSURANCE

11.01    INSURANCE

         Prior to DIG or its designated contractor commencing any construction
on the Project Site and at all times thereafter prior to the termination of this
Agreement, DIG or such




                                       26

<PAGE>   30


designated contractor shall maintain insurance in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general geographical area in which it
operates, either with reputable insurance companies or, in whole or in part, by
establishing reserves of one or more insurance funds, either alone or with other
corporations or associations.

                                   SECTION 12

                             TERM OF THIS AGREEMENT

12.01    TERM OF THIS AGREEMENT.

         The original term of this Agreement shall begin on the Commencement
Date and shall end on December 31, 2015 (the "Original Termination Date"). ROUGE
may extend the term of this Agreement for three (3) additional terms of five (5)
years each by providing written notice thereof to DIG no later than eighteen
(18) months prior to the Original Termination Date or the termination date of
each such five (5) year extension period, as applicable. ROUGE may extend this
Agreement regardless of whether ROUGE extends any other agreement with DIG.


12.02    DETERMINATION OF COMMENCEMENT DATE

         DIG will provide a target date for commencement of regular Electricity
deliveries in a notice given at least sixty (60) days prior to the targeted
date. When DIG is able to provide steam on a continuous and reliable basis, DIG
will transmit a second written notice to ROUGE stating that (i) the Project is
ready to commence regular Electricity and steam deliveries and is ready to
accept regular deliveries of blast furnace gas sufficient to allow for the shut
down of the





                                       27
<PAGE>   31

Powerhouse on a Commencement Date to be a mutually agreed upon but not less than
fifteen (15) days from the date of such notice and (ii) all required permits,
approvals and variances from any Governmental Authority necessary to commence
steam deliveries from the Project have been obtained. On and after the
Commencement Date, the Project shall supply, and ROUGE shall accept, delivery of
steam in accordance with Section 5.01.

         In the event that DIG is unable to commence regular Electricity and
steam deliveries by June 1, 2000 for any reason, except as provided for in
Section 4.03(c), DIG will reimburse ROUGE in an amount equal to the differential
between the actual amount incurred by ROUGE for steam delivered to the Rouge
Site (whether purchased or self-generated) and the Agreement rates multiplied by
the quantity purchased or self-generated for the period beginning with June 1,
2000, through the actual commencement of regular Electricity and steam
deliveries. Such amounts shall be paid in accordance with the payment provisions
of Section 9, including timing, payment of all disputed amounts and interest
provisions.

         DIG shall have the right to audit records of steam purchased or
self-generated for a period of two years. Disputes as to actual amounts
delivered or incurred will be settled in accordance with the procedures in
Section 19 and amounts erroneously charged to DIG shall earn interest in
accordance with Section 9.03.






                                       28

<PAGE>   32

                                   SECTION 13

                                  FORCE MAJEURE

13.01    FORCE MAJEURE.

         (a) "Force Majeure" shall mean any event or circumstance or combination
of events or circumstances that materially and adversely affects any Party in
the performance of its obligations in accordance with the terms of this
Agreement, but only if and to the extent that such events and circumstances are
not within the affected Party's reasonable control, and which the affected Party
could not have prevented through reasonable skill and care but limited to those
circumstances or events which are specifically identified in this Section.

         (b) Force Majeure circumstances and events shall be limited to the
following events to the extent that they or their consequences (it being
understood that if a causing event is within the reasonable control of an
affected Party, the direct consequences shall also be deemed to be within such
party's reasonable control) satisfy the above requirements:

                  (i)      act of war (whether declared or undeclared), hostile
                           or warlike action by an agent of a government or
                           sovereign power, acts of foreign enemies of the
                           United States (whether accorded diplomatic
                           recognition or not), revolution, rebellion or
                           insurrection, exercise of military or usurped power,
                           or any attempt at usurpation of power;

                  (ii)     the inability to obtain the required supply of water
                           from the Circulating Water system at the Rouge Site
                           in sufficient quantities to operate the Project for
                           the Rouge Site due to a failure by FORD or ROUGE to
                           exercise reasonable care in




                                       29
<PAGE>   33
                           maintaining or operating the portion of the
                           Circulating Water system controlled by FORD or ROUGE;

                  (iii)    any Governmental Agency's unreasonable delay, denial
                           or refusal to grant or renew, or any unreasonable
                           revocation of, any required permit, license, approval
                           or authorization, including Governmental
                           Authorizations, provided that such adverse
                           governmental action or inaction did not result from a
                           Party's non-compliance with any applicable law or any
                           condition to the granting or maintenance of any such
                           permit, license, approval or authorization, and
                           provided that such impacted Party diligently pursues
                           all reasonable legal remedies available to alleviate
                           such unreasonable delay, denial, refusal, or
                           revocation of such governmental authorization.

13.02    RESTRICTIONS.


         Notwithstanding that an event of Force Majeure may otherwise exist, the
provisions of Article 13 shall not in any event excuse any failure to pay or any
delay in paying money due and owing under this Agreement.



                                       30
<PAGE>   34

13.03    NOTIFICATION OBLIGATIONS.

         (a) The Party claiming Force Majeure shall give notice to the other
Party of any event or circumstance of Force Majeure as soon as reasonably
practicable.

         (b) The Party claiming Force Majeure shall give notice to the other
Party of (i) the cessation of the relevant event or circumstance of Force
Majeure and (ii) the cessation of the effects of such event or circumstance of
Force Majeure on the enjoyment by such Party of its rights or the performance by
such Party of its obligations under this Agreement as soon as practicable after
becoming aware of the events described in each of clauses (i) and (ii) above.

13.04    OTHER CONSEQUENCES.

         Except as otherwise provided in this Article, neither Party shall be
responsible or liable for any breach or deemed breach of this Agreement due to
its failure or delay in performing its obligations hereunder due to an event of
Force Majeure for such period as the event of Force Majeure continues.

13.05    MEETING BETWEEN PARTIES.

         In the event a Force Majeure event lasts more than 60 days, the Parties
shall meet to discuss and determine whether it would be mutually beneficial to
terminate this Agreement.



                                       31
<PAGE>   35

                                   SECTION 14

                             DEFAULT AND TERMINATION

14.01    EVENTS OF DEFAULT.

         Any of the following occurrences or events, whether caused by DIG or
ROUGE shall constitute a default under this Agreement:

         (a) Failure by either Party to make payment of any amounts due the
other Party under this Agreement, which failure continues for a period of thirty
(30) days after receipt of written notice of such nonpayment pursuant to Section
9.04.

         (b) Failure by either Party to perform fully any other provision of
this Agreement or any material provision of the Companion Agreements to which
both Parties are a party, and (i) such failure continues without cure for a
period of one hundred twenty (120) days after written notice of such
nonperformance or (ii) if the nonperforming Party shall commence cure within
such one hundred twenty (120) days and shall thereafter proceed with all due
diligence to cure such failure, such failure is not cured within such longer
period as shall be necessary for such Party to cure the same with all due
diligence.

         (c) If by order of a court of competent jurisdiction, a receiver or
liquidator or trustee of either Party or of any of the property of either Party
shall be appointed, and such receiver or liquidator or trustee shall not have
been discharged within a period of sixty (60) days; or if by decree of such a
court, a Party shall be adjudicated bankrupt or insolvent or any substantial
part of the property of such Party shall have been sequestered, and such decree
shall have continued undischarged and unstayed for a period of sixty (60) days
after the entry thereof; or if a petition to declare bankrupt or to reorganize a
Party pursuant to any of the provisions of the Federal Bankruptcy Act, as it now
exists or as it may hereafter be amended, or pursuant to


                                       32
<PAGE>   36

any other similar state statute applicable to such Party, as now or hereafter in
effect, shall be filed against such Party and shall not be stayed or dismissed
within sixty (60) days after such filing.

         (d) If either Party shall file a voluntary petition in bankruptcy under
any provision of any federal or state bankruptcy law or shall consent to the
filing of any bankruptcy or reorganization petition against it under any similar
law; or, without limitation of the generality of the foregoing, if a Party shall
file a petition or answer or consent seeking relief or assisting in seeking
relief in a proceeding under any of the provisions of the Federal Bankruptcy
Act, as it now exists or as it may hereafter be amended, or pursuant to any
other similar state statute applicable to such Party, as now or hereafter in
effect, or an answer admitting the material allegations of a petition filed
against it in such a proceeding; or if a Party shall make a general assignment
for the benefit of its creditors (other than for DIG to make payments to
financing parties if required under the terms of a financing referred to under
Section 17); or if a Party shall admit in writing its inability to pay its debts
generally as they become due; or if a Party shall consent to the appointment of
a receiver or receivers, or trustee or trustees, or liquidator or liquidators of
it or of all or any party of its property.

         In the event that either Party is in default under this Agreement, the
defaulting Party may, within thirty (30) days following receipt of notice from
the non-defaulting Party of such default, (i) cure the default, or in the event
such cure requires more than thirty days to complete, initiate and diligently
pursue the curative action, and (ii) in the event of a default specified in
paragraphs (b), (c), or (d) of Section 14.01, provide assurances satisfactory to
the non-defaulting Party of its future performance of its obligations under this
Agreement. If the


                                       33
<PAGE>   37

default is not so cured, or if such assurances are not so provided; this
Agreement may be terminated without obligation to or recourse by the defaulting
Party on thirty (30) day's notice by the non-defaulting Party to both the
defaulting Party and, in the case of a notice to DIG any lender of the Project
which requires such notice.


                                   SECTION 15

                      WAIVERS; AMENDMENTS AND MODIFICATIONS

15.01    WAIVERS.

         No Party shall be deemed to have waived any right hereunder unless such
Party shall have delivered to the other Party hereto a written waiver signed by
an officer of such waiving Party. Any waiver of right under this Agreement shall
be narrowly construed and shall relate only to the specific right and the
specific instance detailed in the written notice of waiver which may be
conditioned in any way. The failure of either Party to insist upon strict
performance of any provision of this Agreement shall not be construed as a
waiver, and no waiver of any provision on any given occasion shall be construed
as a waiver on any other occasion or of any other provision.

15.02    AMENDMENTS AND MODIFICATIONS.

         This Agreement may be amended or modified only by a written instrument
signed by both ROUGE and DIG.



                                       34
<PAGE>   38

                                   SECTION 16

                                     NOTICES

16.01    NOTICES.

         All notices required to be given in writing hereunder shall, unless the
contrary is specified in this Agreement, be given to the respective Parties at
the following address, or at such other addresses as the Parties respectively
may designate to each other by hand-delivery or registered mail:


If to DIG, addressed to:            DIG
                                    c/o CMS Generation Co.
                                    330 Town Center Drive
                                    Dearborn, Michigan 48126
                                    Attn:  Vice President Operations




With a copy to:                     DIG
                                    c/o CMS Generation Co.
                                    330 Town Center Drive
                                    Dearborn, Michigan  48126
                                    Attn:  General Counsel



If to ROUGE addressed to:           Rouge Steel Company
                                    3001 Miller Road
                                    P.O. Box 1699
                                    DEARBORN,  MI  48121
                                    Attn: Chief Financial Officer


With a copy to:                     Rouge Steel Company
                                    3001 Miller Road
                                    P.O. Box 1699
                                    DEARBORN,  MI  48121
                                    Attn: General Counsel



                                       35
<PAGE>   39

         The Parties shall also notify each other of the address for invoices
and routine billing correspondence.

         Any such notice shall be deemed to have been given as of the date so
delivered by hand, or in the case of a mailed, or express delivered notice, when
received at the respective addresses referred to above.


                                   SECTION 17

                                  ASSIGNABILITY

17.01    NON-ASSIGNABILITY.

         Except as provided in this Section, this Agreement shall not be
assigned, transferred or otherwise alienated by either ROUGE or DIG without the
prior written consent of the other party, which consent will not be unreasonably
withheld, and any attempted assignment, transfer or alienation without such
consent shall be void provided, however that ROUGE may assign this Agreement to
any Affiliated Company upon giving 30 days prior written notice to DIG and
provided further that ROUGE shall guaranty the continuing performance of the
assignee for the remaining term of the Agreement. All covenants and provisions
of this Agreement for the benefit of the parties shall inure to the benefit of
their respective successors and assigns as permitted by the provisions of this
paragraph. Affiliated Company shall mean any company in which ROUGE controls
directly or indirectly 20% or more of the voting stock.



                                       36
<PAGE>   40

17.02    PERMITTED ASSIGNMENT.

         DIG has the right to mortgage, assign, hypothecate, pledge, or encumber
its interest in this Agreement to a parent or affiliated company (including any
general or limited partnership in which DIG or any affiliate of DIG is a general
partner) or to any financing party. ROUGE hereby consents to such assignment and
to any subsequent assignments by such parent or affiliated company or financing
party or any subsequent assignee, provided that, unless otherwise agreed by
ROUGE and DIG no such assignment shall relieve DIG of its obligations or
liabilities incurred until the effective date of the assignment and provided
further that DIG shall guaranty the continuing performance of the assignee for
the remaining term of the Agreement. ROUGE agrees to execute a written consent
and estoppel certificate to effectuate any assignment permitted under this
Agreement.


                                   SECTION 18

                    LIABILITIES AND INDEMNITIES; LEGAL FEES;
                             COMPUTATION OF DAMAGES

18.01    LIABILITIES AND INDEMNITIES.

         (a) DIG shall indemnify and hold harmless ROUGE and its parents and
affiliates, and its or their respective directors, officers, representatives,
agents, employees and contractors, respectively, from and against any and all
liability whatsoever for losses, damages, claims, charges or expenses, including
attorneys' fees, on account of injury to or the death of any and all persons,
and on account of loss of or damage to any and all property, resulting from or
arising out of or in any way connected with the design, construction, operation
or maintenance of



                                       37
<PAGE>   41

the Project, unless caused by the sole negligence, gross negligence or willful
misconduct of an officer, director, agent, employee or independent contractor of
ROUGE. DIG shall further indemnify ROUGE for any and all tax liabilities
associated with the ownership of the Project, the sale of steam and/or
Electricity which may be levied on either ROUGE or DIG during the term of this
Agreement.

         If the Commencement Date resulting from the second notice required by
Section 12.02 is not within the allotted time by the Michigan Department of
Environmental Quality for concurrent operation of both the Project and the
Powerhouse, then any related penalties levied by a local, state, or federal
governmental authority which result from the continued operation of the
Powerhouse due to DIG's failure to be ready to commence reliable delivery of
Electricity and steam and take blast furnace gas, shall be the sole
responsibility of DIG.

         (b) ROUGE shall indemnify and hold harmless DIG, and its parents and
affiliates, and their respective assignees and its or their respective
directors, officers, representatives, agents, employees and contractors,
respectively, from and against any and all liability whatsoever for losses,
damages, claims, charges or expenses, including attorneys' fees, on account of
injury to or the death of any and all persons, and on account of loss of or
damage to any and all property, resulting from or arising out of or in any way
connected with the performance or failure to perform any of ROUGE's obligations
hereunder, and, unless caused by the sole negligence, gross negligence or
willful misconduct of an officer, director, agent, independent contractor or
employee of DIG.



                                       38
<PAGE>   42

18.02    [INTENTIONALLY BLANK]

18.03    LIMITATION OF LIABILITY.

         Neither Party shall be liable to the other Party in contract, tort,
warranty, strict liability or any other legal theory for any indirect,
consequential, incidental, punitive or exemplary damages sustained by the other,
except as expressly provided for in this Agreement.


18.04    LIABILITY FOR FAILURE IN DELIVERY.

         In the event DIG is unable to deliver steam to the Point of Delivery
due to a failure to operate the Project in a prudent manner, and ROUGE is able
to and does purchase or generate replacement steam, in addition to any other
remedies available under this Agreement, DIG will reimburse ROUGE for ROUGE's
total actual cost of the replacement steam minus the product of the quantity of
replacement steam multiplied by the applicable rate in Exhibit F.

18.05    DAMAGES PAYABLE BY ROUGE.

         In the event ROUGE uses steam in violation of the exclusivity
provisions of this Agreement, ROUGE shall pay to DIG two hundred (200%) percent
of the differential between (i) the product of the applicable rate in Exhibit F
and the actual usage in violation of the exclusivity provisions of this
Agreement and (ii) the total revenue received in mitigating sales by DIG, if
any. No payment will be due if such differential is negative. Such amounts shall
be payable monthly. DIG shall be entitled to retain any revenues described in
herein. If the event DIG


                                       39
<PAGE>   43


terminates this Agreement due to a default of ROUGE this Section 18.05 shall
survive such termination for a period of time equal to the time remaining in the
then current term.

         Provided ROUGE has cured all defaults and paid all amounts due under
this Section 18.05, ROUGE shall have the right to request the reinstatement of
this Agreement upon twelve months notice. If DIG does not agree to such
reinstatement, then ROUGE shall be released from the post-termination
obligations of this Section 18.05.


18.06    DUTY TO MITIGATE.

         Each Party shall use reasonable efforts to mitigate the effects of any
event or circumstance which causes a claim of damages or liability under this
Agreement and to cooperate to develop and implement a plan of remedial and
reasonable alternative measures to remove the event. Upon the cessation of the
event, the Party affected thereby shall make its best efforts to resume normal
performance of its obligations under the Agreement as soon as possible.

         DIG shall, as part of the obligations of this paragraph, develop and
maintain contingency plans for the removal of Force Majeure events which plans
shall include sources for replacement equipment.



                                       40
<PAGE>   44

                                   SECTION 19

                          DISPUTE RESOLUTION PROCEDURES

19.01    IF A DISPUTE ARISES

         If a dispute arises between the parties relating to this Agreement, the
following procedure shall be followed except that either party may seek
injunctive relief from a court where appropriate in order to maintain the status
quo while this procedure is being followed:

         (1) Meeting - The parties shall hold a meeting promptly, attended by
persons with decision-making authority regarding the dispute, to attempt in good
faith to negotiate a resolution of the dispute; provided, however, that no such
meeting shall be deemed to vitiate or reduce the obligations and liabilities of
the parties or be deemed a waiver by a party of any remedies to which such party
will otherwise be entitled hereunder.

         (2) Alternate Dispute Resolution - If, within thirty (30) days after
such meeting, the parties have not succeeded in negotiating a resolution of the
dispute, they agree to meet to select an appropriate form of alternative dispute
resolution to resolve the matter in a timely and mutually satisfactory way.

19.02    ARBITRATION

         If the parties are not successful in negotiating a resolution to the
dispute, or can not select an appropriate form of alternative dispute resolution
within a reasonable time, or such alternative dispute resolution fails to settle
the dispute, then the parties agree to submit the dispute to binding arbitration
in accordance with the commercial rules of arbitration of the American
Arbitration Association by a sole arbitrator and to bear equally the costs of
the arbitration. Arbitration shall take place in the City of Dearborn, unless
otherwise agreed by the parties. The substantive and procedural law of the State
of Michigan shall apply to the proceedings. Equitable remedies shall be
available in any arbitration. Punitive damages shall not be awarded. This
section is subject to the Federal Arbitration Act, 9 USC ss.1 et seq. and



                                       41
<PAGE>   45


judgment upon the award rendered by the Arbitrator, if any, may be entered by
any court having jurisdiction thereof.


                                   SECTION 20

                                 DIG'S FINANCING

20.01    DIG'S FINANCING.

         ROUGE recognizes that DIG will be obtaining non-recourse financing to
construct and operate the Project, which financing may be from investors or from
one or more financial institutions, and hereby agrees to provide DIG with such
information, documents and records as DIG may reasonably request in connection
with DIG's efforts to obtain such financing, and the Parties agree to meet to
discuss and to attempt to come to mutually satisfactory agreements for
amendments to the Agreement which may be made upon the reasonable request of
such investors or financial institutions, provided such request does not
materially affect the economic benefits to or risk undertaken by a Party under
this Agreement.

                                   SECTION 21

                                  MISCELLANEOUS

21.01    ENTIRE AGREEMENT.

         This Agreement, together with the Exhibits attached hereto and made a
part hereof, supersedes and cancels any and all previous agreements, discussions
or negotiations



                                       42
<PAGE>   46


between the Parties and contains the entire agreement of the Parties with
respect to the subject matter of this Agreement.

21.02    NO DRAFTING PRESUMPTION.

         No presumption shall operate in favor of or against any Party as a
result of any responsibility that any Party may have had for drafting this
Agreement.

21.03    INDEPENDENT CONTRACTOR.

         Each Party hereto shall be deemed to be an independent contractor in
the performance of its obligations hereunder. The Parties hereto expressly agree
that this Agreement shall not create an agency, joint venture or partnership
relationship.

21.04    SEVERABILITY.

         If any term or provision of this Agreement, or the application thereof
to any person or circumstance is rendered or declared illegal for any reason and
shall be invalid or unenforceable, such portion shall be ineffective to the
extent of such invalidity or unenforceability but the remainder of this
Agreement and the application of such term or provision to other persons or
circumstances shall not be affected thereby but shall remain in full force and
effect and shall be enforced to the greatest extent permitted by applicable law,
unless such an event materially alters the Parties' intent as expressed in this
Agreement.



                                       43
<PAGE>   47


21.05    GOVERNING LAW.

         This Agreement, and all provisions hereof, shall be governed by and
interpreted in accordance with the laws of the State of Michigan, without regard
to its choice of law provisions.

21.06    CONFIDENTIALITY

         The Parties hereto agree that the prices, terms and conditions
contained in this Agreement ("Confidential Information") shall not be disclosed
to third parties without the prior written consent of the other party; provided,
however, disclosure is permitted to the extent such disclosure is required by a
party providing financing to DIG, independent financial auditors of a Party or
construction contractor for the Project and such party is bound by
non-disclosure obligations at least as stringent as those contained in this
Section, or as required by rule of law, court or governmental agency order or
subpoena but only to the extent so ordered, and provided that the party so
ordered shall attempt to obtain a protective order, or rule of a recognized
stock exchange.

         The Parties will use at least a reasonable degree of care to prevent
disclosure of such Confidential Information to others. (Reasonable care means
that degree of care each party uses to prevent unauthorized disclosure of its
own confidential information to third parties.) Such obligation shall not apply
to information which:

         (a)      becomes publicly known through no wrongful act of a Party;

         (b)      is explicitly approved for release by written authorization of
                  the other Party. Such obligation shall terminate upon the
                  expiration or termination of this Agreement.



                                       44
<PAGE>   48

21.07    DAMAGE, DESTRUCTION OR CONDEMNATION.

         This section shall apply in the event that all or any portion of the
Project or Steam Interconnection Facilities or the Project Site is condemned,
appropriated, damaged or destroyed.


         (a)      to the extent that it is feasible to DIG, DIG will use all
                  reasonable efforts to replace any portion of the Project,
                  Project Site or Steam Interconnection Facilities, which has
                  been damaged, destroyed or condemned.

         (b)      to the extent that it is not feasible to replace any portion
                  of the Project, the parties will enter into negotiations to
                  amend the Agreement, if appropriate.

21.08    COUNTERPARTS.

         This Agreement may be executed in one or more counterparts which, taken
together, shall constitute a single instrument.




                                       45
<PAGE>   49


         IN WITNESS WHEREOF, the Parties have executed multiple originals of
this Agreement as of the date first set forth above.

                         ROUGE STEEL COMPANY


                         By:________________________________________

                         Name:______________________________________

                         Title:_____________________________________



                         DEARBORN INDUSTRIAL GENERATION, LLC

                         By:      CMS Generation Co., Member

                         By: _________________________________________

                         Name: _______________________________________

                         Title: ______________________________________


                                       46
<PAGE>   50

                                    EXHIBIT A

                                  PROJECT SITE










                                       1
<PAGE>   51
                                    EXHIBIT B

                                   ROUGE SITE

















                                       1
<PAGE>   52


                                    EXHIBIT C

                                POINT OF DELIVERY












                                       1
<PAGE>   53

                                    EXHIBIT D

                      STEAM AND CONDENSATE CHARACTERISTICS


         1. OPERATIONAL SPECIFICATIONS.

         Steam shall be made available to ROUGE by DIG at the Point of Delivery
in accordance with the following pressure and temperature specifications:

<TABLE>
<CAPTION>
           PRESSURE (PSIG)                            TEMPERATURE (F)
-----------------------------------         -------------------------------------
LOWER                            UPPER            LOWER                               UPPER
LIMIT             NORMAL         LIMIT            LIMIT             NORMAL            LIMIT
-----             ------         -----            -----             ------            -----
<C>               <C>            <C>              <C>               <C>               <C>
                                                  Saturation        Saturation        Saturation

220               250            260              Temperature       Temperature       Temperature
                                                  Plus              Plus              Plus

                                                  580               600               625
</TABLE>



         2. MAXIMUM CONTENT SPECIFICATIONS.

         All Steam delivered to ROUGE by DIG shall also conform at the
Interconnection Facilities to the following specifications:

<TABLE>
<CAPTION>
                     MAXIMUM CONTENT(L)
                     ------------------
<S>                                         <C>
                Total Dissolved Solids      0.1 ppm

                Oil                         0.01 ppm
</TABLE>





                                       1

<PAGE>   54

                           CONDENSATE CHARACTERISTICS

All Condensate delivered to DIG shall also conform at the Condensate Point of
Delivery to the following specifications:


<TABLE>
<CAPTION>
                               MAXIMUM CONTENT(L)
                               ------------------

<S>                                               <C>
               Total Dissolved Solids             10 ppm

               Conductivity                       20 mmmhos

               Ph                                 between 7.0 and 8.5

               Oil                                0.01 ppm
</TABLE>



                                       1

<PAGE>   55

                                    EXHIBIT E

                                BASE PROPERTY TAX

<TABLE>
<CAPTION>

             Year                     Base Tax ($000)                  Actual Tax               Depreciation Factor
             ----                     ---------------                  ----------               -------------------

<S>         <C>                       <C>                           <C>                         <C>
            1999 *                          442                          To be                          .94
             2000                          1,661                        Supplied                        .83
             2001                          3,328                         By DIG                         .74
             2002                          3,523                       As Soon As                       .68
             2003                          3,201                      Information                       .63
             2004                          2,970                        Becomes                         .59
             2005                          2,796                       Available                        .56
             2006                          2,658                                                        .54
             2007                          2,557                                                        .52
             2008                          2,489                                                        .50
             2009                          2,431                                                        .48
             2010                          2,373                                                        .46
             2011                          2,315                                                        .44
             2012                          2,494                                                        .42
             2013                          3,497                                                        .40
</TABLE>


         *Deviations from base amounts will be
       Applied in 2000.


                  FORMULA FOR SECTION 8.03 ADJUSTMENT:

                  2/3 [(AT-BT) *A/B] + 1/3 [(AT-BT) * X/Y]

AT = actual taxes from the table
BT = base tax from table for a given year
A = MWh sold to ROUGE and entities sponsored by ROUGE under Exhibit G
B = total MWh delivered by the Project
X = steam sold to ROUGE
Y = total steam delivered by the Project

Note: Based on a 550MW Project.

         BT calculated on a $134M SEV (10% real with 3% escalation; 90%
         personal) at 1998 millage rates assuming 12 year abatement and
         depreciation according to the table above. Depreciation is by phase,
         and not concurrent for the entire Project.

         AT is to be calculated at one time based on 1998 millage rates and
         actual SEV and abatement status.


                                       1

<PAGE>   56
                                    EXHIBIT F

                                     PRICING


<TABLE>
<CAPTION>
                   Year           $/klb
                   ----           -----
<S>                              <C>
                   2000          $ 5.00
                   2001          $ 5.12
                   2002          $ 5.22
                   2003          $ 5.33
                   2004          $ 5.43
                   2005          $ 5.54
                   2006          $ 5.64
                   2007          $ 5.75
                   2008          $ 5.86
                   2009          $ 5.97
                   2010          $ 6.08
                   2011          $ 6.20
                   2012          $ 6.36
                   2013          $ 6.61
                   2014          $ 6.80
                   2015          $ 6.99
</TABLE>



                             EXTENSION TERM PRICING

Steam Price =     SN = $5.12/klb x ( ( RG x .85) + (RC x .15) )

SN = Steam Price in year N
RG = Escalation in gas price from year 2001 to year N = GN/G1
G1 = Average natural gas price in year 2001 on the NYMEX
GN = Average natural gas price in year (N-1) on the NYMEX
RC = Compound CPI rate from year 2001 to year N
N = 1 = year 2001


                                       1