EXHIBIT 10.19


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

CONFIDENTIAL INFORMATION HAS BEEN DESIGNATED BY ***

JOINT PLANT AGREEMENT

between

Wisconsin Public Service Corporation

and

Dairyland Power Cooperative

 


    THIS AGREEMENT is made and entered into
this 23rd day of November, 2004, by and between Wisconsin Public Service
Corporation, a Wisconsin corporation (hereinafter called "WPSC"), and
Dairyland Power Cooperative, a Wisconsin cooperative association (hereinafter
called "DPC"), the parties hereinafter sometimes being collectively
called the "Companies", and individually called a "Company".

    WHEREAS, each of the Companies owns
electric facilities and is engaged in the generation, purchase and sale of
electric power.

    WHEREAS, the Companies, for the purposes
of obtaining economies of scale, making the most effective use of power
generation, and assuring and supplying economical and reliable electric power to
their respective customers, desire to share in the ownership of Weston 4, which
is to be constructed at the Weston Generating Station (as those terms are
defined below).

    NOW, THEREFORE, in consideration of the
premises and of the mutual covenants herein set forth, the Companies agree as
follows:

<PAGE> 

   Section 1. Definitions.

    "A&G Facilities" shall mean those
buildings, improvements, equipment, facilities and other assets, liabilities and
property not located at the Weston Generating Station that will be used in the
overall conduct of the business and affairs of WPSC, as more specifically
described in Section 06 of the Joint Operating Manual, and all renewals, repairs
and replacements thereof; provided, however, that the A&G
Facilities shall not include the Legner Facility.

    "Affiliate" shall mean
with respect to any entity, any other Person which directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with such entity.

    "Applicable Laws"
shall mean any and all laws, rules, regulations, ordinances, requirements,
guidelines, permits, licenses, judgments, decrees and orders of any federal,
state or local legislative body, agency, court or other governmental body having
jurisdiction that apply to or affect the Weston Generating Station, Weston 4,
the Common Facilities, the construction, operation or maintenance of Weston 4 or
of the Common Facilities, or any other transaction contemplated hereby
(including without limitation any of the foregoing which concern health, safety,
environmental protection, non-discrimination or the payment of prevailing
wages).

    "ATC" shall mean the
American Transmission Company LLC.

    "Average Cost Basis" shall mean an
allocation of all costs associated with all applicable activities that support
overall operating Company operations to all users on an equitable basis. This
contrasts with an incremental or marginal cost basis, which identifies as
relevant only those additional costs incurred as a result of the addition of a
facility (Weston 4 in this circumstance).

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<PAGE>

 

 

    "Code" shall mean the
Internal Revenue Code of 1986, as amended.

    "Common Facilities" shall mean,
collectively, the Weston New Common Facilities, the Weston Existing Common
Facilities and the A&G Facilities.

    "Confidentiality Agreement" shall mean that
certain Confidentiality Agreement between WPSC and DPC described in Section 34.

    "Control" shall mean the possession, whether
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person (whether through the ownership of
securities, by agreement or otherwise).

    "DNR" shall mean the
Wisconsin Department of Natural Resources, or any successor agency thereto.

    "DPC's Secured Lender(s)" shall mean the RUS
and any other lender(s) providing interim or permanent financing to DPC, which
financing is secured, in part, by DPC's interest in this Agreement, Weston 4 and
the Weston New and Existing Common Facilities.

    "Easement" shall mean the easement between
WPSC as grantor and DPC as grantee in the form of Attachment 1 hereto, to be
entered into by the Companies on the Ownership Date.

    "Easement Property" shall mean the land
owned by WPSC that will be subject to the Easement, as described in more detail
in the Easement.

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    "EI Agreement" shall mean the Environmental
Indemnity Agreement in the form of Attachment 2 hereto, to be entered into by
the Companies on the Ownership Date.

    "Escrow Agent" shall mean a bank with trust
powers and a Standard & Poor's credit rating of at least A that does not
hold accounts of either WPSC or DPC that has been appointed as escrow agent
pursuant to the Escrow Agreement.

    "Escrow Agreement" shall mean an escrow
agreement to be entered into by the Companies with the Escrow Agent prior to the
Ownership Date, or an escrow agreement entered into by the Companies with a
successor escrow agent.

    "Existing Common Ownership Date" shall mean
the date on which DPC has paid to WPSC its share (based upon DPC's Existing
Common Ownership Share) of the *** Weston Existing Common Facilities and of
WPSC's unrecovered costs associated with the retirement of assets due to the
construction of Weston 4. The Existing Common Ownership Date shall be the first
day of the month following the month in which the "first fire on coal"
milestone in the Weston 4 construction process is achieved; the Existing Common
Ownership Date is presently estimated to be October 1, 2007.

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

4

<PAGE>

 

     

    "Existing Common Ownership Shares" shall
mean, beginning on the Existing Common Ownership Date, the shares to be owned by
the Companies as undivided interests as tenants in common in the Weston Existing
Common Facilities, excluding any fee interest in the land appurtenant thereto,
with undivided interests as follows: The shares to be owned by the Companies
will differ depending upon the usage category of the facility. As described in
more detail in the Joint Operating Manual, there will be different usage
categories, based upon which generating unit(s) will be using the facility in
common with Weston 4 and an equitable determination of Weston 4's projected use
of the facility. The Existing Common Ownership Shares and the New Common
Ownership Shares for each usage category of facilities will be identical. The
Companies' respective Existing Common Ownership Shares in the various categories
of Weston Existing Common Facilities are set forth in Appendix C to the
Joint Operating Manual. These Shares are based upon the 2003 MAIN summer
capacity ratings for the generating units currently located at the Weston
Generating Station and (to the extent applicable) at WPSC's Pulliam Station, and
upon Weston 4's estimated summer capacity rating of 531 MW. The Existing Common
Ownership Shares are subject to adjustment pursuant to Sections 8(i) and 12,
below.

    "Facility Lay-Up"
shall mean the cessation of operations or the shutdown of a facility with the
ability to return the facility to operations, but without there being a decision
to return the facility to operations by a specific date or to permanently close
or abandon the facility.

    "FFB" shall mean the
Federal Financing Bank.

    "First Approval" shall have the meaning
assigned to that term in Section 3(e) of the Agreement.

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<PAGE>

 

    "Fixed Charges" shall
mean, without limitation, charges for return, taxes other than income taxes, and
depreciation on an investment or allocated portion thereof. The charges for
return will be calculated at the WPSC Cost of Capital.

    "Force Majeure" shall
mean in respect of any Person ("Excused Party") an event beyond the
reasonable control of such Excused Party which prevents or delays, in whole or
in part, such Excused Party from performing any of its obligations under this
Agreement, the Joint Operating Manual, the Ground Lease or the Easement (except
for the obligation to pay money when due) including, without limitation, war,
hostilities, terrorist acts, civil disturbances, any kind of local or national
emergency, riot, fire, flood, hurricane, blizzard, storm, earthquake, concealed
or subterranean conditions at the Weston Generating Station unknown to WPSC's
Environmental Department as of the date of this
Agreement, power failure or power surge, epidemic, explosion, sabotage, act of
God, acts or failures to act or delays in action by governmental authorities
(including but not limited to failure to issue, delays in issuing, or revocation
of permits or licenses, except to the extent any such failure, delay or
revocation is due to the negligence or intentional misconduct of the Person
claiming Force Majeure), transmission constraints, delays in finalizing and
implementing the Interconnection Agreement, acts or failures to act of a third
party (including, in the case of WPSC, failure of its Subcontractor(s) to
perform or deliver on a timely basis, to the extent such failure is due to a
force majeure condition (as defined herein) affecting the Subcontractor or any
other cause beyond WPSC's reasonable control), strike, slowdown or other labor
unrest or dispute (including, in the case of WPSC, strikes, slowdowns or other
labor unrest or disputes of or by employees of WPSC, any Subcontractor or their
respective affiliates), delay of carriers, failure of the usual modes of
transportation, embargo, unavailability of necessary equipment, changes in
Applicable Laws from those in effect on the 

6

<PAGE>

 

 date of this Agreement, any
condition at the Weston Generating Station that requires remediation under any
Applicable Law related to the environment (except any such condition that
constitutes a violation of Applicable Law of which WPSC's
Environmental Department has
knowledge on the date of this Agreement), or expropriation or confiscation of
facilities. Force Majeure shall not, however, include events that would have
been avoided by the claiming Person's following of Good Utility Practice, and if
not completely so avoidable, the extent of Force Majeure relief shall be reduced
to the extent that the consequences of the Force Majeure event would have been
avoided or reduced by the following of Good Utility Practice. Force Majeure
shall also include, in the case of WPSC, any event beyond the reasonable control
of WPSC, such as a physical transmission constraint or limitation or the terms
of a governmental permit, license or order, or an order
of the Transmission Authority or market authority having
jurisdiction, that has the effect of limiting the
aggregate output or operation of Weston 4 and any one or more of the other units
at the Weston Generating Station, in which case WPSC shall not be required to
operate Weston 4 to the extent doing so would have a material adverse effect on
WPSC's ability to operate its other unit(s) at the Weston Generating Station. In
the event of such a constraint, limitation, permit, license or order that has
the effect of limiting the aggregate output or operation of Weston 4 and any one
or more of the other units at the Weston Generating Station, the Companies shall
reduce the dispatch of their respective shares of the Weston Generating Station
generation in accordance with Section 13 of the Joint Operating Manual, as it
may be modified from time to time by the JPOC to reflect the then-current
practices of the Transmission Authority or market authority having jurisdiction.

    "Fully-Loaded Direct Costs" shall mean those
costs that are directly identifiable with activities associated with the
construction, operation, fueling and maintenance of Weston 4 or the 

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<PAGE>

 

 Weston New
Common Facilities or Weston Existing Common Facilities. These costs shall
include, but are not limited to, productive labor costs loaded with benefits,
payroll taxes and non-productive time, contracted costs, and materials and
supplies, including the associated warehousing costs.

    "GDP-IPD" shall mean the Gross Domestic
Product Implicit Price Deflator published by the Bureau of Economic Analysis, US
Level, which is more specifically titled "NIPA: Implicit Price Deflator -
GDP, Index 2000=100".

    "Good Utility Practice" shall mean any of
those designs, practices, methods, acts and equipment, as may change from time
to time, that are commonly used, engaged in or approved by prudent electric
generation utilities to design, construct, install, operate and maintain their
electric generating, transmission and distribution equipment lawfully and with
safety, dependability, efficiency and economy, including but not limited to
compliance with those standards developed by the American Society of Mechanical
Engineers, the Institute of Electrical and Electronic Engineers and the American
National Standards Institute that are applicable to activities and procedures at
Weston 4 and the Weston New and Existing Common Facilities, and those applicable
standards developed by other similar organizations conducting affairs that are
relevant to activities and procedures at Weston 4 and the Weston New and
Existing Common Facilities; and that are in accordance with or
required by any Applicable Laws in effect as of the
date hereof, and as such may be changed from time to time. "Good
Utility Practice" is not intended to be limited to the optimum design,
practice, method, act or equipment to the exclusion of all others, but rather to
be designs, practices, methods, acts and equipment generally accepted in the
electric utility industry.

8

<PAGE>

 

 

    "Ground Lease" shall
mean the agreement between WPSC as landlord and DPC as tenant in the form of
Attachment 3 hereto, to be entered into by the Companies on the Ownership Date.

    "Indirect Costs" shall mean those costs that
represent normal, routine, recurring services, including without limitation
administrative and general costs, which benefit multiple areas of the operating
Company and may not be easily identified or directly charged to a facility, thus
requiring an allocation methodology, as described in Section 06 of the Joint
Operating Manual, including but not limited to SERVCO, GENCO, ES&C and
A&G Facilities costs. This contrasts with direct costs, which can be
specifically identified as being incurred for or in connection with the facility
receiving the charge.

    "In-Service Date" shall
mean the first date on which Weston 4 (i) is capable of being operated for the
purpose of generating electricity in a safe and proper manner in accordance with
all Applicable Laws, all applicable federal, state and local permits and
licenses, and Good Utility Practice, and (ii) has commenced generating
electricity for sale, excluding electricity generated during trial
operation/test generation. The In-Service Date shall be determined by the Joint
Plant Operating Committee.

 

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<PAGE>

 


 


    "Joint Operating Manual"
shall mean the detailed procedures document developed by the Companies for use
in administering this Agreement, as such document may be amended or modified
from time to time by the JPOC (it being understood that the JPOC's amendments
and modifications may include, without limitation, adding or deleting sections
or provisions to or from the Joint Operating Manual). The initial version of the
Joint Operating Manual is attached hereto as Attachment 4. The Joint Operating
Manual, as it may be amended from time to time by the JPOC, shall be binding
upon the Companies. The Joint Operating Manual shall, to the greatest extent
possible, be construed to be complementary to the terms of this Agreement, but
in the event of any conflict between the terms of this Agreement and the
provisions of the Joint Operating Manual, this Agreement shall control.
Capitalized terms that are defined in this Agreement shall have the same
meanings when used in the Joint Operating Manual.

    "Joint Plant Operating
Committee" or "JPOC" shall mean a committee which
shall include representatives of each of the Companies and which shall provide
policy supervision and direction with respect to the design, engineering,
procurement, construction, modification, operation, maintenance, repair,
licensing, permitting, accounting matters, interconnection, fuel procurement and
decommissioning of Weston 4 and the Weston New and Existing Common Facilities in
accordance with the terms and conditions of this Agreement and the Joint
Operating Manual.

 

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<PAGE>

 

 

    "JPOC Threshold" shall
mean individual projects exceeding $*** in capitalized expenditures or fuel
contracts exceeding $*** in expenditures, or individual projects (excluding fuel
contracts) exceeding $*** in expensed expenditures; these dollar amounts shall
be subject to escalation on an annual basis beginning in 2005 in accordance with
changes in the GDP-IPD during the preceding calendar year (for example, if the
GDP-IPD increases by 1% during 2004, the JPOC Threshold amounts shall be $***,
$*** and $***, respectively, during 2005, and if the GDP-IPD then increases by
2% during 2005, the JPOC Threshold amounts shall be $***, $*** and $***,
respectively, during 2006, and so on).

    "Lead Lender" shall mean that one of DPC's
Secured Lender(s) that has been designated by DPC's Secured Lender(s) as being
responsible for forwarding communications received from WPSC under this
Agreement to the other DPC's Secured Lender(s). Promptly after being designated
by DPC's Secured Lender(s), the Lead Lender shall confirm to WPSC in writing
that it is willing to serve in this capacity. If DPC notifies WPSC that there
are only two DPC Secured Lender(s), then each of such DPC's Secured Lender(s)
shall be deemed to be the Lead Lender for purposes of this Agreement.

    "Legner Facility" shall mean WPSC's Legner
solid waste facility located in the Town of Knowlton, Marathon County,
Wisconsin.

    "MAIN" shall mean the Mid-America
Interconnected Network, Inc. or its successor organization.

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

11

<PAGE>

     


  
     

  



    "Major Construction Decisions" shall have
the meaning assigned to that term in Section 5 of this Agreement.

    "Major Operating Decisions" shall have the
meaning assigned to that term in Section 12 of this Agreement.

    "MAPP" shall mean the
Mid-Continent Area Power Pool or its successor reliability organization.

    "New Common Ownership Shares" shall mean,
beginning on the Ownership Date, the shares to be owned by the Companies as
undivided interests as tenants in common in the Weston New Common Facilities,
excluding any fee interest in the land appurtenant thereto, with undivided
interests as follows: The shares to be owned by the Companies will differ
depending upon the usage category of the facility. As described in more detail
in the Joint Operating Manual, there will be different usage categories, based
upon which generating unit(s) will be using the facility in common with Weston 4
and an equitable determination of Weston 4's projected use of the facility. The
Existing Common Ownership Shares and the New Common Ownership Shares for each
usage category of facilities will be identical. The Companies' respective New
Common Ownership Shares in the various categories of Weston New Common
Facilities are set forth in Appendix C to the Joint Operating Manual.
These Shares are based upon the 2003 MAIN summer capacity ratings for the
generating units currently located at the Weston Generating Station and (to the
extent applicable) at WPSC's Pulliam Station, and upon Weston 4's estimated
summer capacity rating of 531 MW. The New Common Ownership Shares are subject to
adjustment pursuant to Sections 8(i) and 12, below.

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<PAGE>

 

 

    "Ownership Date" shall mean the first date
on which all of the following have occurred: (a) the
Financing Contingency and the Transmission Contingency have
been waived; (b) WPSC and DPC have
each received all Required Permits, and have executed the Ground Lease, Easement
and EI Agreement, and all Required Permits are in full force and effect; (c) DPC
has paid to WPSC (i) its share (based upon DPC's Ownership Share) of all costs
incurred in connection with the design, engineering, procurement, licensing,
permitting, pre-certification activities, administrative and general,
interconnection, fueling, construction, operation and maintenance of Weston 4 on
or prior to such date, plus a return on those costs at the WPSC Cost of Capital
pursuant to Section 3(c), and (ii) its share (based upon DPC's New Common
Ownership Share) of all costs incurred in connection with the design,
engineering, procurement, licensing, permitting, pre-certification activities,
administrative and general, interconnection, construction, operation and
maintenance of the Weston New Common Facilities on or prior to such date, plus a
return on those costs at the WPSC Cost of Capital pursuant to Section 3(c); and
(iii) its share (based upon DPC's Existing Common Ownership Share) of all costs
incurred on or prior to such date in connection with those modifications of the
Weston Existing Common Facilities that are being made in conjunction with and as
part of the Weston 4 project, plus a return on those costs at the WPSC Cost of
Capital pursuant to Section 3(c); and (d) DPC has paid to WPSC an amount equal
to the Fixed Charges associated with WPSC's investment in the Site and the
Easement Property, calculated from the date construction begins on Weston 4
until the date the Companies execute the Ground Lease and the Easement.

    "Ownership Shares"
shall mean, beginning on the Ownership Date, the shares to be owned by the
Companies as undivided interests as tenants in common in Weston 4, excluding any
fee interest in the land appurtenant thereto, with undivided interests as
follows:

	 Wisconsin Public Service Corporation	70%
	 Dairyland Power Cooperative	30%


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<PAGE>

    The Companies may change their
respective Ownership Shares, or their respective New or Existing Common
Ownership Shares, from time to time, but only as provided herein or otherwise
upon their mutual written agreement and their receipt of any and all
governmental and regulatory permits, licenses and approvals necessary to allow
such a change. In the event of any such change in Ownership Shares, New Common
Ownership Shares or Existing Common Ownership Shares, as the case may be, any
and all rights and responsibilities of the Companies under this Agreement, the
Joint Operating Manual, the Ground Lease, the EI Agreement and the Easement that
are based upon Ownership Shares, New Common Ownership Shares or Existing Common
Ownership Shares, as appropriate, shall, beginning effective on the effective
date of the change, be changed in proportion to the change in Ownership Shares,
New Common Ownership Shares or Existing Common Ownership Shares, as appropriate
(but the Companies' respective rights and responsibilities for periods prior to
the effective date of the change in Ownership Shares, New Common Ownership
Shares or Existing Common Ownership Shares, as appropriate, shall not be
affected).

    "Partial Taking" shall mean any Taking of
the Site or the Easement Property, as the case may be, that is not either a
Total Taking or a Substantial Taking.

    "Permitted Liens"
shall mean (a) liens for current taxes and assessments
not yet due and payable or being contested in good faith by appropriate
procedures; (b) liens, easements, licenses, restrictions, covenants,
rights-of-way and other encumbrances as reflected in title records relating to
the Site or the Easement Property that exist as of the date of this Agreement
and other such liens, easements, licenses, restrictions, covenants,
rights-of-way and other encumbrances that have been disclosed to and accepted by
DPC, other than the lien of the trustee under WPSC's First Mortgage and Deed of
Trust and Supplemental Indentures; (c) liens (except liens securing borrowed
money), easements, leases, licenses, restrictions, covenants, rights-of-way and
other encumbrances arising or granted by WPSC after the date of this Agreement
that do not materially interfere with the operation of Weston 4 or the Weston
New or Existing 

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Common Facilities or with DPC's rights under this Agreement, the
Ground Lease, the EI Agreement or the Easement, provided that any such liens,
restrictions, covenants or encumbrances under this subsection (c) do not attach
to DPC's ownership interest in Weston 4 itself or DPC's ownership interest in
the Weston New or Existing Common Facilities (it being
understood that DPC does not and will not have an ownership interest in the Site
or the Easement Property); (d) liens of Subcontractors, contractors,
carriers, warehousemen, processors, mechanics and materialmen, and similar liens
arising by operation of law or pursuant to the terms of contracts in the
ordinary course of business associated with the construction, modification,
operation, maintenance or development of Weston 4 or the
Weston New or Existing Common Facilities for amounts not yet due or not overdue
for a period of more than thirty (30) calendar days; and (e) the terms and
conditions of this Agreement, the Ground Lease, the Easement, the EI Agreement
and the written releases to be provided by WPSC to DPC pursuant to Section 4(b).

    "Person" shall mean
any individual, firm, company, association, general partnership, limited
partnership, limited liability company, trust, business trust, corporation,
cooperative, public body, or other legal entity.

    "PSCW" shall mean the
Public Service Commission of Wisconsin, or any successor agency thereto.

    "Required Permits" shall mean those permits,
licenses, orders and approvals that must be obtained from federal, state and
local governmental or regulatory agencies or authorities in order to allow WPSC
to lawfully transfer to DPC, and DPC to lawfully acquire from WPSC, DPC's
Ownership Share in Weston 4, DPC's New Common Ownership Share in the Weston New
Common Facilities and DPC's Existing Common Ownership Share in the Weston
Existing Common Facilities, and to allow the Companies to enter into the Ground
Lease, the EI 

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<PAGE>

 Agreement and the Easement, including but not limited to the
Second Approval. The Required Permits as of the date of this Agreement are
identified on Attachment 5 hereto.

    "RUS" shall mean the United States Rural
Utilities Service, or any successor agency thereto.

    "Second Approval" shall have the meaning
assigned to that term in Section 3(e) of this Agreement.

    "Site" shall mean the land in which a
leasehold interest will be granted by WPSC to DPC under the Ground Lease; Weston
4 will be built on said land.

    "Subcontractor" shall
mean every Person (other than employees of WPSC), of whatever tier, employed or
engaged by WPSC to provide labor, materials, equipment, components or services
of any kind in connection with the design, engineering, construction,
modification, repair, licensing, permitting, interconnection, operation,
maintenance or fuel procurement of Weston 4 or the Common Facilities. Upon
mutual agreement of the Companies, DPC may serve as a Subcontractor in
appropriate circumstances.

    "Substantial Taking" shall mean, with
respect to the Site, the Taking of so much of the Site that the portion thereof
not taken cannot reasonably be used for the efficient operation of Weston 4, and
shall mean with respect to the Easement Property, the Taking of so much of the
Easement Property that the portion thereof not taken cannot reasonably be used
for the efficient operation of the Weston New and Existing Common Facilities,
considered in the aggregate.

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    "Taking" shall mean the taking or damaging
of the Site or the Easement Property, as the case may be, or any part or parts
thereof, including severance damage, by eminent domain, by inverse condemnation,
or for any public or quasi-public use under any statute.

    "Total Taking" shall mean, with respect to
the Site, the taking of title to the entire Site, and shall mean, with respect
to the Easement Property, the taking of title to the entire Easement Property.

    "Transmission Authority"
shall mean the entity having responsibility for maintaining the integrity of the
transmission system in the region in which the Weston Generating Station is
located.

    "Treasury Regulations"
shall mean the income tax regulations promulgated under the Code.

    "Variable Dispatch Cost" shall mean the
actual incremental cost, determined hourly, of fuel plus chemicals and/or
emission credits, necessary to comply with the then-in-effect emission
requirements, for the requested energy schedule.

    "Weston Existing Common Facilities" shall
mean those buildings, improvements, equipment, facilities and other property
existing at the Weston Generating Station on the date of this Agreement that
will be used in common by Weston 4 and one or more of the other generating units
at the Weston Generating Station, as more specifically described in Exhibit I
to the Joint Operating Manual, and all modifications, renewals, repairs and
replacements thereof.

    "Weston 4" shall mean
the supercritical pulverized coal base load electric generating unit having a
net nominal rating of approximately 500 MW, and all systems, equipment,
structures 

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 and facilities ancillary thereto, including but not limited to all
systems, equipment, structures and facilities necessary to deliver the output of
the generator to the high side(s) of the point(s) of interconnection between
said unit and the ATC transmission system, that are existing or are proposed to
be constructed at the Weston Generating Station (but excluding the land
appurtenant thereto), as described in WPSC's Application for a Certificate of
Public Convenience and Necessity ("CPCN"), PSCW Docket No.
6690-CE-187. The Companies acknowledge that the substation and other network
transmission facilities to be built as part of the interconnection agreement
between WPSC and ATC relating to Weston 4 dated December 22, 2003 (the
"Interconnection Agreement"), if owned by a Person other than WPSC,
shall not be deemed to be part of Weston 4. The Companies further acknowledge
that the Interconnection Agreement is between ATC and WPSC in its capacity as
operator of Weston 4, and not on behalf of the co-owners of Weston 4, and that
WPSC is solely responsible for such Interconnection Agreement.

    "Weston Generating Station"
shall mean all power plant and generator interconnection facilities located or
to be located at the site owned by WPSC along Business Highway 51 in the
villages of Rothschild and Kronenwetter in Marathon County, Wisconsin, presently
including three coal units (Weston 1, Weston 2 and Weston 3) and two smaller
natural gas-fired turbines (W31 and W32), and which will include Weston 4, and
which may include other unit(s) in the future, and all related facilities
(including but not limited to the Weston Existing and New Common Facilities).
The Weston Generating Station is more particularly described in Attachment 6 to
this Agreement.

    "Weston New Common Facilities" shall mean
those buildings, improvements, equipment, facilities and other property proposed
to be constructed at the Weston Generating Station in conjunction with the
construction of Weston 4 that will be used in common by Weston 4 and one or more
of the other generating units at the Weston Generating Station, as more
specifically described in Exhibit I to the Joint Operating Manual, and
all modifications, renewals, repairs and replacements thereof. The term Weston
New Common Facilities shall also include those 

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 buildings, improvements,
equipment, facilities and other property constructed at the Weston Generating
Station after the construction of Weston 4 that will be used in common by Weston
4 and one or more of the other generating units at the Weston Generating
Station, and all modifications, renewals, repairs and replacements thereof.

    "WPSC Cost of Capital"
shall mean WPSC's pre-tax overall cost of capital that is in effect from time to
time, as reflected in the then-most recent rate order issued by the PSCW
(referred to in those orders as the "economic cost of capital").

    Section 2. Scope. Weston 4 shall be unit train served
and fossil-fueled, and shall have a net nominal rating of approximately 500 MW.
Weston 4 shall be designed and constructed at the Weston Generating Station as
described in this Agreement, and operated and maintained in accordance with this
Agreement and the Joint Operating Manual.

    Section 3. Contingencies. (a)
DPC shall use its best efforts to obtain permanent
financing for its share of Weston 4 costs through the RUS, and interim financing
for its share of such costs through a lender that may require a DPC/RUS mortgage
lien accommodation. If, despite DPC's best efforts, DPC has not obtained by
January 16, 2006 RUS approval of DPC's participation in Weston 4 and an
unconditional RUS commitment to guarantee long-term FFB financing of 100% of the
DPC participation in Weston 4 for a term of at least 35 years at rate(s) of
interest no greater than the then-current long-term FFB rates plus one-eighth of
one percent, and with financial performance covenants not materially more
onerous than those contained in DPC's RUS mortgages existing on the date of this
Agreement (as supplemented), DPC may terminate this Agreement by providing
written notice of termination to WPSC by no later than January 16, 2006 (the
"Financing Contingency"). For purposes of this section, such an

 

19

<PAGE>

"unconditional RUS commitment" shall mean a
commitment the execution of which is conditioned solely on execution of the
usual and customary RUS-guaranteed FFB loan documentation and closing
requirements. If DPC terminates this Agreement pursuant to the Financing
Contingency, DPC's obligation to contribute to the costs of Weston 4 shall be
cancelled, and DPC shall thereafter have the right (which right must be
exercised on or before ***, 2006  or be conclusively deemed waived) to
elect the Partial Requirements Service PPA alternative, as described in more
detail in Attachment 7 hereto. If DPC wishes to elect the Partial Requirements
Service PPA alternative, it must notify WPSC of its election in writing by no
later than ***, 2006. If, on the other hand, DPC obtains the RUS approval and
the unconditional commitment described above on or before
January 16, 2006, DPC shall promptly notify WPSC thereof in writing and thereby
waive the Financing Contingency. DPC in its discretion may
also waive the Financing Contingency by written notice to WPSC on or before
January 16, 2006, even if it has not received the RUS approval and unconditional
commitment described above. Any waiver of the Financing Contingency shall, once
made or given, be irrevocable. If DPC does not provide
WPSC with notice of termination as described above on or prior to January 16,
2006, and if DPC has not waived the Financing Contingency
in writing on or before January 16, 2006, this Agreement shall be deemed to have
been terminated by DPC pursuant to the Financing Contingency, effective on
January 16, 2006.

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

     

20

<PAGE>


  
     

  



    (b) DPC shall use efforts consistent
with Good Utility Practice to obtain transmission service and MAPP accreditation
for firm delivery of DPC's share of the energy to be generated at Weston 4 to
the DPC transmission network at commercially reasonable cost and risk. If
despite such efforts, DPC determines in its sole discretion that it cannot
obtain transmission service and/or accreditation at commercially reasonable cost
and risk, DPC shall have the right to terminate this Agreement by providing
written notice of termination to WPSC on or before January 16, 2006 (the
"Transmission Contingency"). DPC's commercially reasonable cost and
risk of transmission shall include consideration of, among other things, the
likelihood and cost of additions or improvements to the ATC, DPC, or other
transmission systems required to provide firm delivery to the DPC transmission
network, and the cost and availability
of firm transmission service,
including reservation charges, anticipated transmission congestion relief costs
and the associated cost to DPC, if any, to obtain financial transmission rights
and/or redispatch services to offset such costs. If DPC exercises the
Transmission Contingency and terminates this Agreement, it shall disclose to
WPSC in writing the steps DPC has taken to obtain transmission service and
accreditation and the factors in its decision. If DPC terminates this Agreement
pursuant to the Transmission Contingency, DPC's obligation to contribute to the
costs of Weston 4 shall be cancelled. The Transmission Contingency may be waived
by DPC on or prior to January 16, 2006 by providing written notice of waiver to
WPSC; if DPC obtains transmission service and MAPP accreditation at what DPC
deems to be commercially reasonable cost and risk as described above, it shall
promptly notify WPSC thereof in writing and thereby waive the Transmission
Contingency. Any waiver of the Transmission Contingency shall,
once made or given, be irrevocable.  If DPC does not
provide either a written notice of termination or a written notice of waiver of
the Transmission Contingency to WPSC by January 16, 2006, this Agreement shall
be deemed to have been terminated by DPC pursuant to the Transmission
Contingency, effective on January 16, 2006. WPSC shall reasonably cooperate with
DPC (at 

21

<PAGE>

 DPC's expense) and provide DPC with such testing data and other
information as DPC shall reasonably request in order for DPC to obtain the
transmission service and MAPP accreditation for DPC's share of capacity and
energy from Weston 4.

    (c) Notwithstanding anything to the
contrary herein, assuming the Financing and Transmission Contingencies have been
waived and this Agreement has not been terminated pursuant to Section 3(e)
below, DPC's payment of its share of Weston 4 and Weston New Common Facilities
costs and Weston Existing Common Facilities modification costs may be delayed in
whole or in part until the earlier of (i) the date DPC has closed on its interim
or permanent financing, or (ii) ***. Assuming the
Financing and Transmission Contingencies have been waived and this Agreement has
not been terminated pursuant to Section 3(e) below, WPSC shall finance DPC's
unpaid Weston 4 and Weston New Common Facilities costs, and DPC's share of the
costs of those modifications of the Weston Existing Common Facilities that are
being made in conjunction with and as part of the Weston 4 project, until DPC
has closed on its interim or permanent financing and DPC has paid its share
of Weston 4 and Weston New Common Facilities costs
and Weston Existing Common Facilities modification costs; provided, however,
that DPC must pay its share of the Weston 4 and Weston New Common Facilities
costs and Weston Existing Common Facilities modification costs by no later than
***. WPSC shall earn the WPSC Cost of Capital in effect in each of the time
periods covered by expenditures made by WPSC prior to the initial billing on the
financing provided to DPC hereunder, and DPC shall pay the amount accrued at the
WPSC Cost of Capital, together with its share of the Weston 4 and Weston New
Common Facilities costs and Weston Existing Common Facilities

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

22

<PAGE>

 

modification costs that have accrued through the date on
which the Companies close on the transfer by WPSC to DPC of DPC's interest in
Weston 4 and in the Weston New Common Facilities. The Companies shall close on
the transfer by WPSC to DPC of DPC's interest in Weston 4 and in the Weston New
Common Facilities as soon as reasonably possible. Notwithstanding anything to
the contrary herein, DPC shall not have any ownership interest in Weston 4 or in
any of the Weston New Common Facilities until the Ownership Date.

    (d) The Companies acknowledge and agree
that time is of the essence with respect to the January 16, 2006 deadline in
connection with the Financing and Transmission Contingencies, and in connection
with the provisions of Section ***, and with respect to the *** 2006 deadlines
in connection with the provisions of Sections 3(e)(iv) and (v). The
Companies specifically agree that, if and when the Financing Contingency and the
Transmission Contingency have both been waived, and if this Agreement has not
been terminated pursuant to Section 3(e) on or before *** 2006, then DPC shall
have an unconditional obligation to pay for its share of all Weston 4 and Weston
New Common Facilities costs, and Weston Existing Common Facilities modification
costs, then accrued by no later than ***, regardless of whether or not DPC has
closed on its interim or permanent financing by said date, and regardless of any
action or failure to act on the part of RUS, the FFB, DPC's Secured Lender(s),
any other DPC lender, or any other Person having jurisdiction over or affiliated
with DPC. In such case, if DPC has not paid for its share of Weston 4 and Weston
New Common Facilities costs, and Weston Existing Common Facilities modification
costs then accrued on or before *** (for any reason other than the failure of
WPSC to comply with condition(s) to one or more of the Required Permits such
that said Required Permit(s) are not in full force and effect on ***), then DPC
shall be in material breach of this Agreement and beginning on ***, WPSC in its
sole discretion shall be entitled to terminate this

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

23

<PAGE>

     

Agreement upon written notice to DPC and hold DPC liable for
any and all damages incurred by WPSC as a result of DPC's breach (subject to the
limitation of liability set forth in Section 13). If DPC has not paid for its
share of Weston 4 and Weston New Common Facilities costs and Weston Existing
Common Facilities modification costs then accrued on or before ***, due to the
failure of WPSC to comply with condition(s) to one or more of the Required
Permits such that said Required Permit(s) are not in full force and effect on
***, then WPSC in its sole discretion shall be entitled to terminate this
Agreement upon written notice to DPC, but DPC shall not in this instance be
liable for damages incurred by WPSC. A "failure of WPSC to comply with
condition(s) to one or more of the Required Permits" for purposes of the
immediately preceding two sentences, however, shall not be deemed to include any
such failure that is caused by DPC's acts or omissions.

    e)
On October 7, 2004, WPSC received a CPCN (PSCW Docket No. 6690-CE-187) from the
PSCW to allow the construction of Weston 4 (the "First Approval"). As
soon as reasonably practicable after the date of this Agreement, DPC and WPSC
shall submit to the PSCW all materials necessary to obtain PSCW approval to
allow WPSC to transfer a 30% interest in Weston 4 to DPC and to allow DPC to
acquire said interest (this PSCW approval to be sought by WPSC and DPC is
referred to herein as the "Second Approval"). The Companies shall use
reasonable best efforts to obtain, and shall cooperate to facilitate and
expedite receipt of, the Second Approval and all other Required Permits
associated with the Weston 4 project, including without limitation by
coordination with the RUS, the PSCW, the DNR and other federal, state and local
agencies for compliance with all Applicable Laws, including but not

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

 

24

<PAGE>

 

limited to the National Environmental Policy Act and the
Wisconsin Environmental Policy Act. The costs of obtaining the Second Approval
shall be shared by the Companies in accordance with their respective Ownership
Shares. WPSC shall consult with DPC before making any commitments, entering into
any voluntary agreements, or agreeing to any permit or approval condition that
would have the effect of materially increasing DPC's costs or regulatory
obligations with regard to DPC's other generation units or utility system.

    Notwithstanding anything to the
contrary herein (but subject to the last sentence of this Section 3(e) dealing
with expiration of termination rights): (i) if WPSC has not received on or
before *** the necessary air permit for Weston 4 from the
DNR or any other material governmental or regulatory permit, license, order or
approval that is reasonably necessary for the construction, operation or
maintenance of Weston 4 or the Weston New Common Facilities, or if the First
Approval or any such air permit and/or other permit, license, order or approval
has been received by such date but has been suspended, withdrawn or revoked, or
is subject to restriction(s), condition(s) or qualification(s) that, in the sole
discretion of either WPSC or DPC, have or may have a material adverse impact
upon the Weston 4 project or its usefulness or value to WPSC or DPC, as the case
may be, then either DPC or WPSC, in its sole discretion, shall be entitled to
terminate this Agreement upon written notice to the other Company, so long as
such notice is received by no later than ***; (ii) if the Companies have not
received the Second Approval on or before ***, or if the Second Approval has
been received by such date but has been suspended, withdrawn or revoked or is
subject to restriction(s), condition(s) or qualification(s) that, in the sole
discretion of either of the Companies, have or may have a material adverse
impact upon the Weston 4 project or its usefulness or value to such Company,
then either such Company, in its sole discretion, shall be entitled to terminate
this Agreement

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

25

<PAGE>

     

upon written notice to the other Company, so long as such
notice is received by no later than ***; (iii) if all Required Permits have not
been received on or before *** 2006, or if one or more of the Required Permits
has been received on or before *** 2006 but has been suspended, withdrawn or
revoked, this Agreement shall automatically terminate effective on said date
unless the Companies have mutually agreed in writing to waive this subsection
(iii) prior to *** 2006; (iv) if all Required Permits have been received, but
one or more of them has been suspended, withdrawn or revoked or is subject to
restriction(s), condition(s) or qualification(s) that, in the sole discretion of
either of the Companies, have or may have a material adverse impact upon the
Weston 4 project or its usefulness or value to such Company, or if the Second
Approval or any other Required Permit is being challenged before the PSCW or in
a court of competent jurisdiction, and such challenge is determined by either
Company in its sole discretion to have a material adverse impact upon the Weston
4 project or its usefulness or value to such Company, then either Company, in
its sole discretion, shall be entitled to terminate this Agreement upon written
notice to the other Company, so long as such notice is received by *** 2006; (v)
if the First Approval, the necessary air permit for Weston 4 from the DNR, or
any other material governmental or regulatory permit, license, order or approval
that is reasonably necessary for the construction, operation or maintenance of
Weston 4 or the Weston New Common Facilities is being challenged before the DNR
or the PSCW or in a court of competent jurisdiction, and such challenge is
determined by either Company in its sole discretion to have a material adverse
impact upon the Weston 4 project or its usefulness or value to such Company,
then either Company, in its sole discretion, shall be entitled to terminate this
Agreement upon written notice to the other Company, so long as such notice is
received by *** 2006 (it being understood that WPSC may terminate this Agreement
under this subsection (v) only if it also abandons the

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

26

<PAGE>

    

Weston 4 project); and (vi) WPSC, in its sole discretion,
shall be entitled to terminate this Agreement upon written notice to DPC at any
time prior to the Ownership Date if WPSC decides not to proceed with the Weston
4 project. If WPSC intends to exercise its
termination right under subsection (vi) of this
Section 3(e), and WPSC's exercise of such termination right will occur
more than 30 calendar days after the date the Second Approval
is obtained, and WPSC has decided to pursue an
alternative generation resource or resources instead of Weston 4, then
before WPSC may exercise its termination right under subsection (vi) of this
Section 3(e), WPSC will
notify DPC of such intended termination and
consult with DPC concerning the possibility of DPC participating in such
alternative resource(s); provided,
however, that any such DPC participation shall be subject to the Companies
reaching mutual agreement with respect thereto.
The termination rights identified in Sections 3(e)(i) through (vi) shall each
expire automatically if and when the Ownership Date has occurred.

    Section 4. Title to Property and
Rights of Use; Risk of Loss; Condemnation.

    (a) Effective on the Ownership Date,
DPC and WPSC shall be tenants in common (as undivided interests) in
Weston 4 and in the Weston New Common Facilities (excluding any interest in the
land underlying the same other than the rights created by the Ground Lease and
the Easement), with undivided interests in Weston 4 in proportion to their
respective Ownership Shares, and undivided interests in the Weston New Common
Facilities in proportion to their respective applicable New Common Ownership
Shares. WPSC shall solely own and continue to own the A&G Facilities, and
any and all buildings, improvements, equipment, facilities and other property at
the Weston Generating Station that are not used in common by Weston 4 and one or
more of the other generating units at the Weston Generating Station. The Site
shall be owned solely by WPSC, subject to the Ground Lease, with DPC as tenant
in proportion to DPC's Ownership Share in Weston 4. The Easement Property shall
be owned solely by WPSC, subject to the Easement. Effective on the Existing
Common Ownership Date, DPC and WPSC shall be tenants in common (as undivided
interests) in the Weston Existing Common Facilities (excluding 

27

<PAGE>

 any interest in
the land underlying the same other than the rights created by the Easement),
with undivided interests in the Weston Existing Common Facilities in proportion
to their respective applicable Existing Common Ownership Shares. All titles and
interests of the Companies as tenants in common as described above shall be
subject to the provisions of Section 17 of this Agreement. The Companies agree
that the Common Facilities will be made reasonably available to carry out the
purposes and intent of this Agreement.

     (b) WPSC shall transfer to DPC its
share of ownership in Weston 4, the Weston New Common Facilities and the Weston
Existing Common Facilities by bill of sale or other documents of transfer
reasonably satisfactory to DPC's counsel and the RUS, with warranties of title,
free and clear of liens or encumbrances other than Permitted Liens.
On or before the Ownership Date, WPSC shall also provide to DPC a written
release from those indenture trustees holding liens on
Weston 4, the Weston New Common Facilities, the Site and the Easement Property,
substantially in the form of the Partial Release of Mortgage attached as Schedule
II to the Ground Lease, or such other form as is reasonably acceptable to
WPSC and DPC. On or before the Existing Common
Ownership Date, WPSC shall also provide to DPC a written release or consent from
the indenture trustees holding liens on the Weston Existing Common Facilities,
analogous in form to the Partial Release of Mortgage attached as Schedule II
to the Ground Lease, or such other form as is reasonably acceptable to WPSC and
DPC.

    (c) Risk of loss of Weston 4, the
Weston New Common Facilities and the Weston Existing Common Facilities
(including but not limited to any risk of loss or other liability or cost
associated with any governmental or regulatory permit, license, approval or
order necessary for the construction, creation, operation or maintenance of
Weston 4 or the Weston New or Existing Common Facilities, or necessary in
connection with the Ground Lease or the Easement, or otherwise related to
compliance with Applicable Laws or obtaining approvals as contemplated 

28

<PAGE>

 by
Section 25) shall be shared by WPSC and DPC in proportion to their respective
Ownership Shares, New Common Ownership Shares or Existing Common Ownership
Shares, as the case may be. Loss of or damage to A&G Facilities will,
under normal circumstances, involve a retirement and a replacement of the
equipment as a capital expenditure. In these circumstances, WPSC and DPC will
share in the premature retirement of the damaged facilities through depreciation
expense as certified by the PSCW. If for some reason WPSC is required to record
a book loss on such facilities, or to the extent a
loss results in an expenditure that is expensed, such loss will
be shared by DPC and WPSC as provided in the Joint Operating
Manual.

    (d) In the event of a Total Taking or a Substantial Taking of
the Site, the term of the Ground Lease shall terminate as of the date of said
Total or Substantial Taking; DPC shall pay rent under the Ground Lease up to
such date, with an appropriate refund by WPSC of such rent as may have been paid
in advance for any period subsequent to such date; and that portion of the award
or other compensation relating to the Site (the portion of the award or
compensation relating to Weston 4 itself is addressed below), whether pursuant
to judgment or by agreement or otherwise, with respect to such Total or
Substantial Taking shall be paid directly to WPSC and be WPSC's sole property.
In the event of a Total Taking or Substantial Taking of the Easement Property,
the Easement shall terminate as of the date of said Total or Substantial Taking;
and that portion of the award or other compensation relating to the Easement
Property (the portion of the award or compensation relating to the Weston New or
Existing Common Facilities themselves is addressed below), whether pursuant to
judgment or by agreement or otherwise, with respect to such Total or Substantial
Taking shall be paid directly to WPSC and be WPSC's sole property. In the event
of a Partial Taking of the Site or the Easement Property, WPSC shall, unless the
Companies agree otherwise in writing, within six (6) months restore the Site or
the Easement Property, as the case may be, to a condition reasonably equivalent
to that existing prior to such Partial Taking; the award or other compensation
relating to the Site or the Easement Property, as the case may be, whether
pursuant to judgment or by agreement or otherwise, with respect to 

29

<PAGE>

 such Partial
Taking shall be paid to WPSC and be WPSC's sole property; provided, however,
that such award or compensation shall first be applied, if necessary, toward any
costs incurred for such restoration. The award or other compensation arising
from any Taking relating to Weston 4 (exclusive of all land comprising the Site
itself and value relating solely to such land), if any, shall belong to DPC and
WPSC, in accordance with their then-respective Ownership Shares in Weston 4. The
award or other compensation arising from any Taking relating to the Weston New
or Existing Common Facilities (exclusive of all land comprising the Easement
Property itself and value relating solely to such land), if any, shall belong to
DPC and WPSC, in accordance with their then-respective applicable New Common
Ownership Shares or Existing Common Ownership Shares, as the case may be.
Nothing herein shall prevent WPSC or DPC from pursuing a claim against the
condemning authority for relocation costs.

    Section 5. Construction.
WPSC shall, in accordance with Good Utility Practice and subject to the
decisions of the JPOC, have sole responsibility for the design, licensing,
procurement, installation, construction, interconnection,
administration and commissioning of Weston 4 and the Weston New Common
Facilities, including the other new and modified facilities associated with such
construction, and any modification or replacements thereof or additions thereto,
and for the modifications to the Weston Existing Common Facilities. These tasks
may be performed directly by WPSC employees or by Subcontractors with which WPSC,
directly or indirectly, has entered into contracts. WPSC shall use all
commercially reasonable efforts to complete construction of Weston 4, such that
the In-Service Date occurs by June 1, 2008, subject to
the effects of Force Majeure. Throughout the construction phase, WPSC shall
provide DPC with a copy of each monthly project status report for the Weston 4
project promptly after such report is completed.

30

<PAGE>

 

    Beginning on the Ownership Date, WPSC shall also provide DPC
with reasonable access to the "Expedition" and "PowerTrak"
software tools used by WPSC in connection with the management of the Weston 4
project. To the extent not accessible through such software, WPSC will also upon
request arrange for DPC to obtain copies of any critical path schedules and
other schedules provided by Weston 4 construction Subcontractors showing their
planned construction schedule to meet the estimated In-Service Date, the WPSC
internally-prepared schedules that monitor the progress of Weston 4
construction, and copies of materials provided to WPSC by its prime Weston 4
construction Subcontractors or other Subcontractors and suppliers to document
invoices presented to WPSC for payment. Also beginning on the Ownership Date,
WPSC will provide to DPC reasonably promptly copies of verification/approval
reports issued by Black & Veatch and the Washington Group International with
respect to invoices from equipment and construction Subcontractors. WPSC will
also use commercially reasonable efforts to respond to questions reasonably
posed by DPC with respect to information and materials provided pursuant to this
section. WPSC shall also provide DPC with such information in WPSC's possession
as DPC may reasonably request to permit DPC to determine the status of work on
the Weston New and Existing Common Facilities, start-up and commissioning,
training, permitting, interconnections, project budgets and construction budgets
(including change orders). DPC shall be responsible for any increased costs
incurred by WPSC in providing DPC access to software tools, reports, schedules
and other information pursuant to this section.

    WPSC shall notify DPC if and when WPSC has actual knowledge
that suggests the In-Service Date of Weston 4 will be delayed beyond June 1,
2008. If WPSC notifies DPC that it expects such a delay to occur, then
WPSC shall inform DPC in writing of the remedial steps to be taken to minimize
the delay, and provide DPC with copies of any remedial action plans 

31

<PAGE>

 obtained
from WPSC's Subcontractors, including reasonable forecasts of when all necessary
work can be completed to allow the In-Service Date to occur.

    Subject to the terms, conditions and restrictions of the
Confidentiality Agreement, DPC may provide any of the above information
(including without limitation reasonable access to the software tools described
above) to its authorized representative, including the engineering consultant
for DPC's Secured Lender(s). DPC shall be responsible for any increased costs
incurred by WPSC in connection with the provision of such information and
software access to DPC's authorized representative.

    During the construction phase, WPSC shall maintain an
owner-controlled insurance program that will provide workers' compensation and
general liability coverage for incidents occurring at the Weston 4 site, or will
make arrangements for comparable coverages. WPSC also shall maintain a builder's
risk policy applicable to loss of property that occurs at the Weston 4 site
during construction, or will make arrangements for comparable coverage. The cost
of these insurance coverages shall be shared by the Companies as provided in
this Agreement and the Joint Operating Manual.

    Notwithstanding anything to the
contrary contained in this Section 5 or elsewhere in this Agreement, none of the
following actions (which shall be referred to herein as "Major Construction
Decisions") may be taken on or after the Ownership Date without the
unanimous approval of the Joint Plant Operating Committee: (i) abandonment of
the Weston 4 project or the Facility Lay-Up of Weston 4 prior to the In-Service
Date; (ii) any modification to the Weston 4 project occurring prior to the In-Service
Date that would reduce the rated megawatt capability of Weston 4 by more than 30
MW (specifically excluding expected variations due to
normal operating constraints, seasonal variations, and other temporary unit
deratings); or (iii) a voluntary
decision by WPSC to delay the In-Service
Date by an aggregate period of more than 60 calendar 

32

<PAGE>

 days, due
to circumstances within the control of WPSC,
and specifically not including any delays arising from Force Majeure events.

    Prior to and after the Ownership Date, DPC may elect, at its
sole cost and responsibility, to have DPC staff member(s) or representative
engineer(s) on-site during the design and construction phase for Weston 4 to
observe and provide WPSC with input on project management and administration.
WPSC shall consider any such input in good faith, but shall not be required to
act upon such input unless it determines in its reasonable discretion and in
accordance with Good Utility Practice that it is appropriate to do so. Also
prior to and after the Ownership Date, DPC staff members or representative
engineers may upon mutual agreement of the Companies perform work associated
with the design and construction of Weston 4.

    Section 6. Contracts and
Authorizations. In general, WPSC as the operating co-owner shall have
responsibility for the construction, operation and maintenance of Weston 4.
Subject to the provisions in this Agreement dealing with Major Construction
Decisions and Major Operating Decisions, WPSC was, is and on an ongoing basis
shall be authorized to act for the co-owners of Weston 4 and the Weston New and
Existing Common Facilities, in accordance with Good Utility Practice and subject
to the general oversight of the JPOC, by negotiating and entering into (i)
contracts related to the design, engineering, procurement, licensing,
permitting, interconnection, administration
or construction of Weston 4 or the Weston New or Existing Common Facilities, or
to the replacement of, addition to, modification of, or repair or refurbishment
of, any items of property of or associated with Weston 4 or with the Weston New
or Existing Common Facilities, or to transportation or fuel procurement for
Weston 4, and contracts for operation, maintenance and modification services for
Weston 4 or for the Weston New or Existing Common Facilities, and amendments to
all such contracts, and (ii) settlements of and judgments related to any
asserted rights, claims, demands, actions or penalties of any third Person
associated with the design, engineering, procurement, licensing, permitting,
interconnection, administration, construction, operation, maintenance,
modification, repair, 

33

<PAGE>

 transportation or fuel procurement of Weston 4 or of the
Weston New or Existing Common Facilities, so long as the estimated cost of any
such contract (as amended), judgment or settlement entered into on or after the
date of this Agreement is less than the JPOC Threshold. Effective on and after
the Ownership Date, DPC's cost responsibility under this Agreement shall reflect
the terms and conditions of, and DPC shall be responsible under this Agreement
for the costs and liabilities arising from, all such contracts (as amended),
judgments and settlements (whether entered into before, on or after the
Ownership Date (or, with respect to the Weston Existing Common Facilities, the
Existing Common Ownership Date)) in proportion to DPC's Ownership Share, New
Common Ownership Share or Existing Common Ownership Share, as the case may be.
The Companies further acknowledge and confirm that, effective on the Ownership
Date, DPC's cost responsibility under this Agreement shall reflect the terms and
conditions of, and DPC shall be responsible under this Agreement for the costs
and liabilities arising from, all such contracts (as amended), judgments and
settlements entered into by WPSC prior to the date of this Agreement, in
proportion to DPC's Ownership Share, New Common Ownership Share or Existing
Common Ownership Share, as the case may be, whether the estimated cost of any
such contract, amendment, judgment or settlement is below, at or above the JPOC
Threshold. WPSC also is and on an ongoing basis shall be authorized to act for
the co-owners of Weston 4 and the Weston New and Existing Common Facilities, in
accordance with Good Utility Practice, by
negotiating and entering into contracts, amendments, judgments and settlements
associated with the design, engineering, procurement, licensing, permitting,
interconnection, administration,
construction, modification, repair, operation, maintenance, transportation or
fuel procurement of Weston 4 or of the Weston New or Existing Common Facilities
as provided in Sections 7 or 12 below. Consistent with the scope of WPSC's
authority to act for the co-owners of Weston 4 and the Weston New and Existing
Common Facilities under this Agreement, at WPSC's request DPC shall confirm in
writing to WPSC and to Subcontractors engaged on work for Weston 4 or the Weston
New or Existing Common Facilities, or other third Persons as appropriate, that
as a co-owner of Weston 4 and the Weston New and Existing 

34

<PAGE>

 Common Facilities, DPC
will not assert any claims with regard to or in connection with contracts or
settlements entered into by WPSC as authorized or confirmed by this Agreement
that are inconsistent with or foreclosed by the terms and conditions of those
contracts or settlements. In appropriate circumstances involving significant or
longer-term contracts, WPSC may request that DPC contract directly with a
third-party vendor or other third Person, or that DPC authorize WPSC to bind DPC
directly to said vendor or Person, for DPC's proportionate share of
responsibility under a contract, judgment or settlement, and DPC shall do as
reasonably requested, subject, however, to receiving any required approval from
RUS for such authorization or such contract. DPC shall otherwise not be
authorized to enter into any contract, judgment or settlement associated with
the design, engineering, procurement, licensing, permitting, interconnection,
administration, construction, modification, repair,
operation, maintenance, transportation or fuel procurement of Weston 4 or of the
Weston New or Existing Common Facilities without the express, prior written
approval of the JPOC. Contracts for the purchase of materials or services that
will exceed the sum of $1,500,000 shall contain clauses that allow compliance
with RUS mandates for "Buy American" requirements, debarment
certification and equal opportunity requirements, so as to facilitate approval
for DPC's RUS financing for its share of the costs of such contracts. Any
charges for goods or services from Affiliates
of WPSC that are not regulated by the PSCW shall not exceed the lesser of the
actual cost to the Affiliate or the fair market value of
such goods or services (based upon the PSCW's affiliated interest policies and
practices in effect on the date of this Agreement).

    The Companies agree that, subject to
the provisions of this Agreement dealing with the Required Permits and the
Financing Contingency, WPSC shall have the sole right and responsibility to
apply for such governmental permits, licenses, orders and approvals, and to
conduct such regulatory proceedings, and to make such filings, as may be
required in connection with the design, engineering, procurement, licensing,
permitting, interconnection, administration,
construction, modification, repair, operation, maintenance, transportation or
fuel procurement of

35

<PAGE>

 Weston 4 or of the Weston New or Existing Common Facilities.
DPC shall cooperate fully with all such efforts by WPSC; provided that WPSC
shall consult with DPC before making any commitments, entering into voluntary
agreements, or agreeing to any permit or approval condition that would have the
effect of materially increasing DPC's costs or regulatory obligations with
regard to DPC's other generation units or utility system.

    Within thirty (30) calendar days after
entry into any contract, amendment, cancellation, judgment or settlement in its
capacity as the operating co-owner of Weston 4 that meets or exceeds the JPOC
Threshold, WPSC shall give notice thereof to DPC and shall provide such copies
or summaries as may be necessary for the accounting and other records of the
Companies. In addition, to facilitate DPC's applications for regulatory and
financing approvals, WPSC shall provide to DPC a listing of all contracts,
amendments, cancellations, judgments or settlements relating to Weston 4, and
copies or summaries as may be reasonably necessary for such applications and
approvals.

    Section 7. Joint Plant Operating
Committee. The JPOC will be formed upon the execution of this Agreement.
Both Companies shall be represented on the Joint Plant Operating Committee. The
names and contact information of the initial members of the JPOC, and the
procedures by which the Companies may replace their respective JPOC members, are
set forth in the Joint Operating Manual. Each Company shall have voting rights
on the JPOC in proportion to its respective Ownership Share in Weston 4; provided,
however, that while the DPC members may participate in the meetings and
discussions of the JPOC prior to the Ownership Date, DPC shall not be entitled
to vote on any matter being considered by the JPOC until the Ownership Date; and
provided, further,
that on and after the Ownership Date, Major Construction Decisions and Major
Operating Decisions may be implemented only upon the unanimous vote of the WPSC
and DPC members of the JPOC (except for certain Major Operating Decisions
described in clauses (iii), (iv) and (v) of Section 12, which may be implemented
in the absence of 

36

<PAGE>

 unanimity under the circumstances described in Section 12).
The Companies will exercise their JPOC voting rights timely and in accordance
with Good Utility Practice.

    The JPOC shall meet on a quarterly
basis, or more frequently if requested by one or both of the Companies, and it
shall serve as a means of direct exchange and reporting of items of mutual
interest between the Companies in the operating, accounting and budget areas.
The JPOC shall have the authority to form subcommittees as and when the JPOC
deems necessary or appropriate, it being understood that the JPOC may not confer
upon any such subcommittee any right or authority that the JPOC itself does not
possess. The JPOC shall establish and modify the
membership, duties and responsibilities of any such subcommittee from time to
time; the JPOC shall have the authority to dissolve any such subcommittee if and
when it deems it appropriate to do so. The JPOC shall review operating,
maintenance, environmental compliance, training and safety issues, among others,
and it shall establish general policies for the operation and maintenance of
Weston 4. The JPOC shall have the power to amend or modify the Joint Operating
Manual from time to time in its discretion; provided, however,
that those provisions of the Joint Operating Manual that are expressly stated to
be subject to modification only upon the unanimous vote of the WPSC and DPC
members of the JPOC may not be amended except by a unanimous vote of the JPOC.
The Joint Plant Operating Committee shall establish the details of the cost
accounting for Weston 4 utilizing general accounting, property accounting, and
tax accounting support; such details shall be included in the Joint Operating
Manual. The JPOC will accommodate the reasonable requests of the Companies for
accounting information to enable each Company to comply with its respective
required uniform systems of accounts. Other rights, tasks and duties of the JPOC
are set forth in the Joint Operating Manual. JPOC members will have access to
all information relevant to Weston 4 operations and performance (except for any
attorney-client privileged information) at all reasonable times.

    With respect to all contracts (and
amendments thereto), judgments and settlements associated with the design,
engineering, procurement, licensing, permitting, interconnection, 

37

<PAGE>

 construction,
administration, modification, repair, operation, maintenance, transportation or
fuel procurement of Weston 4 or of the Weston New or Existing Common Facilities
the estimated cost of which is at or above the JPOC Threshold, and with respect
to all other matters that are within the scope of the JPOC's authority pursuant
to this Agreement or the Joint Operating Manual, the Joint Plant Operating
Committee will consider and vote on such contracts, amendments, judgments,
settlements and matters and, except as provided expressly herein with respect to
Major Construction Decisions and Major Operating Decisions, in the event the
vote is not unanimous, the vote of the Company that holds the majority of
Ownership Shares shall prevail; provided, however, that prior to
the Ownership Date, WPSC is and on an ongoing basis shall be authorized to act
for the co-owners of Weston 4 and the Weston New and Existing Common Facilities,
in accordance with Good Utility Practice, by
negotiating and entering into any such contract, amendment, judgment or
settlement the estimated cost of which is at or above the JPOC Threshold without
a vote by the JPOC, so long as it notifies all JPOC members of its action within
a reasonable time thereafter. Effective on and after the Ownership Date, DPC's
cost responsibility under this Agreement shall reflect the terms and conditions
of, and DPC shall be responsible under this Agreement for the costs and
liabilities arising from, all contracts, amendments, judgments and settlements
entered into by WPSC either in accordance with the prevailing vote of the JPOC,
or without a JPOC vote (but only to the extent authorized in this paragraph),
whether entered into before, on or after the Ownership Date (or in the case of
the Weston Existing Common Facilities, the Existing Common Ownership Date), in
proportion to DPC's Ownership Share, New Common Ownership Share or Existing
Common Ownership Share, as the case may be, and the Companies shall similarly be
bound by the decisions of the JPOC on all other matters, whether made before, on
or after the Ownership Date. WPSC will provide reasonable advance notice of any
planned, non-emergency construction,
operation or maintenance contracts and commitments if
WPSC reasonably expects the value of such contracts and commitments
to exceed $25,000,000 in the
aggregate in any particular calendar
year,
to enable DPC to obtain financing for its share of such costs. The dollar amount
identified in the 

38

<PAGE>

 immediately preceding sentence shall be subject to escalation
on an annual basis beginning in 2005 in accordance with changes in the GDP-IPD
during the preceding calendar year (for example, if the GDP-IPD increases by 1%
during 2004, said dollar amount shall be $25,250,000 in 2005).

    If a multi-year contract, the
estimated costs of which meet or exceed the JPOC Threshold, is approved by the
JPOC, the annual renewals of such contract shall be subject to JPOC review or
approval to the extent the costs of such renewals exceed the JPOC Threshold.
Notwithstanding anything to the contrary herein, the JPOC Threshold concept
shall not apply to labor contracts between WPSC and its employees who will be
employed in the design, engineering, procurement, licensing, permitting,
interconnection, construction, administration, modification, repair, operation,
maintenance, transportation or fuel procurement of Weston 4 or the Weston New or
Existing Common Facilities; WPSC shall have the sole right and discretion to
negotiate and enter into all such labor contracts; and WPSC shall be solely
responsible for supervising, directing and controlling the activities of all
such employees and the details of their work.

    Section 8. Payment of Costs.
The intent of this Agreement is to create a cost-sharing mechanism that fairly
allocates the costs of Weston 4 and related Common Facilities among the
Companies. DPC will pay its proportionate share of the Fully-Loaded Direct Costs
incurred by WPSC to construct, operate, fuel and maintain Weston 4 and related
Common Facilities. DPC shall pay a fair allocation of WPSC's Indirect Costs,
including but not limited to administrative and general costs, related to the
construction, modification, repair, operation, fueling and maintenance of Weston
4 and related Common Facilities ***. Costs that are not specifically

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

39

<PAGE>

     


  
     

  



identifiable to the Weston 4 unit but are fairly chargeable
to its ownership or operation shall be allocated on an Average Cost Basis, as
opposed to a marginal or incremental cost basis. The Companies acknowledge that
the Joint Operating Manual in effect on the date of this Agreement, a copy of
which is attached hereto as Attachment 4, represents a full and fair allocation
of costs, and incorporates Average Cost Basis allocation methodologies that, as
of the date of this Agreement, are commercially reasonable within the electric
utility industry and do not result in a disproportionate allocation of costs to
DPC; these allocation methodologies are intended to establish a precedent for
future evaluation of proposed new allocation methodologies or methodology
changes.

        (a) General. Costs will be paid in the manner
described in this Section 8 depending upon the nature of the facilities. All
costs shall be determined in accordance with the Uniform System of Accounts
prescribed by the PSCW. "All costs" as used herein
is meant to be broadly construed, and it shall
include, without limitation, the Fully-Loaded Direct Costs and Indirect Costs of
the design, engineering, procurement, licensing, permitting, interconnection,
construction, fueling, modification, repair, administrative and general,
operation and maintenance (including without limitation pre-In-Service Date
operation and maintenance) of Weston 4, the new facilities to be used
exclusively by Weston 4, and the Common Facilities, and it
shall also include taxes and pre-certification expenses, and costs associated
with or arising out of the negligence, errors or omissions of Subcontractors or
the employees and agents of either of the Companies who are involved in the
design, engineering, procurement, licensing, permitting, interconnection,
construction, modification, repair, administrative and general, operation,
fueling or maintenance of Weston 4 or the Common Facilities. Fully-Loaded
Direct Costs and Indirect Costs include labor costs with loadings which shall
include labor costs for such tasks as recording costs and invoicing DPC, the
costs of materials and supplies, return of and on the
cost of property employed, and payments to Subcontractors and
contractors, plus all overheads directly associated
with any and all of these costs.  Any charges for goods
or services from non-

40

<PAGE>

regulated Affiliates of WPSC, however, shall not exceed the
lesser of the actual cost to the Affiliate or the fair market value of such
goods or services (based upon the PSCW's affiliated interest policies and
practices in effect on the date of this Agreement).

         (b) Weston 4, New Facilities for
the Exclusive Use of Weston 4, and Weston New and Existing Common Facilities.
For Weston 4 itself, for all new facilities that will be used solely by Weston
4, as described in Exhibit I of the Joint Operating Manual, and for the
Weston New and Existing Common Facilities, the following shall apply:

            
1. Facilities Costs. Each
Company shall be liable for and pay for all costs, other than fuel and variable
unit train costs and the costs of transmission and delivery of Weston 4 energy
after the point of interconnection with the ATC transmission system, incurred in
connection with such facilities in proportion to their Ownership Shares in
Weston 4, or in the case of the Weston New or Existing Common Facilities, in
proportion to their New Common Ownership Shares or Existing Common Ownership
Shares, as applicable. Such costs shall include, but are not limited to, costs
for site preparation, design, engineering, procurement, installation,
construction, modification, repair, ownership, insurance, pre-certification
expenses, licensing, permitting, recruiting, training, testing, administrative
and general, fees and other governmental charges, taxes other than income taxes
and assessments with respect to such facilities, accounting and records audits,
shutdown, decommissioning, demolition and disposal.

            
2. Fixed
Operation and Maintenance Costs. Operation and maintenance costs (including
without limitation pre-In-Service Date operation and maintenance costs), other
than fuel and related expenses (including without limitation ash and waste
disposal expenses) which are defined per Section 02 of the Joint Operating
Manual, will be considered fixed O&M and will be shared by the Companies in
proportion to their Ownership Shares in Weston 4. The only exception to this
arrangement will be the O&M costs associated with lime, ammonia and sorbent
injection materials, other chemicals or materials consumed in a like 

41

<PAGE>

 manner for
future environmental compliance, and their associated waste streams, and
then-applicable chemical or emission credits necessary or used to comply with
then-applicable legal requirements. These chemicals, materials and other items
will be treated similar to coal and transportation costs. Each of these
chemicals, materials and other items will be maintained in a separate inventory
account. When the product is received it will be allocated to the Companies
based upon the Weston 4 Receipts Ratio described in Section 02 of the Joint
Operating Manual and billed as part of the billing package. When the chemicals,
materials or items are used, each Company's inventory will on a monthly basis be
reduced based on the amount of product used and the costs thereof will then be
allocated to the Companies based on their respective take of that month's
energy. These costs will be identified separately through use of sub-accounts.

           
3. Fuel and Transportation Costs. Fuel and
transportation costs and expenses, unit train operation and maintenance, lease
costs, and taxes other than income taxes, will be paid initially in accordance
with the expected coal receipt ratios as defined in Section 02 of the Joint
Operating Manual. An adjustment will be made between the Companies after each
year-end to reflect the actual coal receipt ratios. The fuel expense costs for
each month are borne in accordance with each Company's take of the total net
kilowatt hours generated by Weston 4 for that month; provided, however,
that if Weston 4 generates no net kilowatt hours in any given month, any fuel
expense costs for that month shall be allocated and paid in accordance with the
Companies' respective Ownership Shares.

            
4. Property Taxes. If any of
these facilities should become subject to a property tax, special assessment or
other similar charge, other than the gross receipts tax, each Company shall be
liable for and pay all such taxes, assessments and charges in proportion to
their Ownership Shares in Weston 4, or in the case of the Weston New or Existing
Common Facilities, in proportion to their New Common Ownership Shares or
Existing Common Ownership Shares, as applicable. In addition, each Company shall
be liable for and pay all costs related to any challenge or defense of an
assessment of the facilities or of any such tax, 

42

<PAGE>

 assessment or charge in
proportion to their Ownership Shares in Weston 4, or in the case of the Weston
New or Existing Common Facilities, in proportion to their New Common Ownership
Shares or Existing Common Ownership Shares, as applicable.

        (c) Weston Generating Station
Facility Modifications Due to Construction or Existence of Weston 4. Each of
the Companies shall share any and all of the following costs in accordance with
its Ownership Share in Weston 4:

           
1. The costs of the destruction or removal of existing
facilities at the Weston Generating Station that are made necessary by the
construction of Weston 4, less salvage value;

           
2. The costs of construction or modification of facilities at
the Weston Generating Station that are made necessary by the construction of
Weston 4, although such facilities will not be used by Weston 4; and

           
3. If due to a change in Applicable Laws or the enactment or
promulgation of new Applicable Law(s) after the date of this Agreement, the
Weston Generating Station facilities become subject to increased or new
restrictions on emissions, output, operation or maintenance that affect Weston 4
and/or other generating unit(s) on the Weston site, and that are due in whole or
in part to the existence of Weston 4, the Companies shall investigate
technically feasible and commercially reasonable measures that allow compliance
with such restrictions in accordance with Good Utility Practice and the goal of
achieving best value and efficiency. The JPOC shall adopt measures that allow
compliance in accordance with Good Utility Practice and the goal of achieving
best value and efficiency, and consistent with the operation of Weston 4 as a
baseload generating unit. To the extent that such measures increase the costs of
operating or maintaining Weston Generating Station facilities that are not used
by 

43

<PAGE>

 Weston 4, the portion of such increased costs as is due to the existence of
Weston 4 shall be shared by the Companies in accordance with their Ownership
Shares.

         (d) A&G Facilities. The
following shall apply to the A&G Facilities. WPSC is entitled to receive a
rate of return at the WPSC Cost of Capital on and of its investment in general
and common plant support facilities (exclusive of the Weston New and Existing
Common Facilities), net of accumulated depreciation and associated deferred
income taxes. The Companies will generally bear all
costs of the A&G Facilities using the appropriate allocators to reflect
Weston 4's use of such facilities as detailed in this Agreement and the Joint
Operating Manual ***.

         Each Company shall pay its share of all
Fixed Charges on such facilities in proportion to its Ownership Share of Weston
4 and the proportion of the A&G Facilities allocable to the total Weston 4
usage responsibility. Such responsibility will be based on an appropriate
allocation depending upon the specific A&G Facilities and their use. The
original allocators shall be set forth in the Joint Operating Manual. The Joint
Plant Operating Committee shall modify such allocators thereafter as
appropriate. Operation and maintenance expenses (including without limitation
pre-In-Service Date operation and maintenance expenses) will be shared on the
same basis as the Fixed Charges.

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

     

44

<PAGE>


  
     

  



        (e) Common Facilities. WPSC
will keep all Common Facilities operating in accordance with Good
Utility Practice and Applicable Laws
in effect from time to time. In the event that the Applicable Laws to which the
Common Facilities are subject are amended or supplemented, or new Applicable
Laws are enacted or promulgated, after the date of this Agreement, and as a
result of such changes or new Applicable Laws WPSC's costs
of compliance increase, the Companies will bear the added costs of such
compliance equitably on the basis of Weston 4's use of such facilities (or in
proportion to the Companies' respective New or Existing Common Ownership Shares
of such facilities as are co-owned, as appropriate), as detailed in this
Agreement and the Joint Operating Manual.

         (f) Land
Costs. The Site and the Easement Property are and shall continue to be
solely owned by WPSC, in fee simple. The Ground Lease, the EI Agreement and the
Easement will be entered into between the Companies effective on the Ownership
Date. The Ground Lease will provide for DPC's rights to usage of the land
occupied by Weston 4 for DPC's Ownership Share. DPC will pay rent under the
Ground Lease equal to the Fixed Charges (as calculated by WPSC from time to
time) associated with WPSC's investment in the land leased pursuant to the
Ground Lease. DPC will pay a charge associated with the Easement recognizing the
non-exclusive rights for possession and access related to the Easement Property.
If in the future WPSC acquires additional lands contiguous or near to the Weston
Generating Station that are intended to be used as buffer property for the
Weston Generating Station or for the siting of Weston New or Existing Common
Facilities, the JPOC may from time to time determine that such lands should be
subject to the terms of the Easement, and in that event, the Companies shall
amend the Easement accordingly, and DPC shall pay the charge associated with the
Easement with respect to such additional lands.

45

<PAGE>

         (g) Increased Operating Costs at
the Weston Generating Station During Construction. WPSC will manage the
construction of Weston 4 so as to reasonably minimize the impact of construction
on the operation of the balance of facilities at the Weston Generating Station,
consistent with maintenance of the Weston 4 construction budget and schedule.
DPC shall reimburse WPSC in accordance with DPC's
Ownership Share for any and all additional
operating costs, including damage to property, third party claims, cost of
replacement energy due to outages to accommodate the Weston 4 construction
and/or startup, and the like incurred by WPSC at the Weston
Generating Station during the construction of Weston
4 through the In-Service Date to
the extent same are caused by the construction and/or start-up of Weston 4, are
not reasonably recoverable from vendors or other Subcontractors working on
Weston 4, and are not due to failure
by WPSC to act in accordance with Good Utility
Practice. Recovery under this Section 8(g) shall not include any WPSC loss of
revenues or profits. In the event that WPSC will need such replacement energy
and WPSC has a reasonable opportunity to provide DPC with advance written notice
of such need, WPSC shall provide DPC with such notice, and DPC shall have the
option to supply to WPSC DPC's Ownership Share of such replacement energy provided
that DPC's supply of such replacement energy does not require WPSC to incur
additional costs and does not adversely affect system reliability or security.


        (h) Impact of Other Generating Unit(s) at Weston
Generating Station. If WPSC, by itself or together with other Person(s),
intends to add an additional generating unit to the Weston Generating Station
("New Unit"), WPSC, on behalf of the owner(s) of the New Unit, will
consult with DPC on the potential impact of the New Unit on Weston 4 and the
Common Facilities, including the potential impact on facility costs, operations
and maintenance costs, permit provisions, operating and dispatch procedures and
transmission. DPC will not be charged for any expenditures resulting from the
construction of the New Unit from which it will not benefit.
Facility costs resulting from the addition of the New Unit will be
addressed in a manner that corresponds to the treatment of impacts to the Weston
Generating Station caused by the 

46

<PAGE>

 addition of Weston 4 under Section 8(g). On
behalf of the owner(s) of the New Unit, WPSC shall reimburse DPC for DPC's share
of any and all additional Weston 4 operating costs, including damage to
property, third party claims, and for DPC's cost of replacement energy due to
outages of Weston 4 to accommodate the New Unit construction and/or startup, and
the like, to the extent that same are caused by the construction and/or startup
of the New Unit, are not reasonably recoverable from third Persons, and are not
due to failure by DPC to act in accordance with Good Utility Practice. Recovery
under this Section 8(h) shall not include any DPC loss of revenues or profits. In
the event that DPC will need such replacement energy and DPC has a reasonable
opportunity to provide WPSC with advance written notice of such need, DPC shall
provide WPSC with such notice, and WPSC shall have the option to supply to DPC
such replacement energy provided that the cost to DPC of having WPSC
supply the replacement energy is less than or equal to DPC's cost to supply the
replacement energy, and provided that WPSC's supply of such replacement
energy does not adversely affect system reliability or security.

    (i) Changes to Existing and New Common Ownership
Shares. Weston 4's initial MAIN summer capacity rating is expected to be
established in the year in which the In-Service Date occurs. If this capacity
rating is either less than 501 MW, or more than 561 MW, the JPOC shall
re-calculate the Existing and New Common Ownership Shares based upon the
allocation principles set forth in this Agreement and the Joint Operating
Manual, and based upon Weston 4's established summer capacity rating and the
then-most recent summer capacity ratings of the other generating units at the
Weston Generating Station and (to the extent applicable) at WPSC's Pulliam
Station. One Company shall thereafter sell to the other Company an appropriate
share of its interest in the affected Weston Existing and New Common Facilities,
and the other Company shall buy said share, in accordance with the JPOC's
re-calculation. In addition, if a New Unit is added to the Weston Generating
Station (or to WPSC's Pulliam Station), or if a generating unit at the Weston
Generating Station (or at WPSC's Pulliam Station) 

47

<PAGE>

 is retired, Weston 4's
proportionate usage of the various Common Facilities will likely change. In any
such event, based upon the cost allocation principles set forth herein and in
the Joint Operating Manual and based upon the then-most recent summer capacity
ratings of the generating units at the Weston Generating Station and (to the
extent applicable) at WPSC's Pulliam Station, the JPOC shall adjust affected
cost allocations on an equitable basis and shall, if and as appropriate,
identify what changes should be made to the Companies' respective Existing
Common and New Common Ownership Shares to reflect that usage. One Company shall
thereafter sell to the other Company an appropriate share of its interest in the
affected Weston Existing and New Common Facilities, and the other Company shall
buy said share, in accordance with the JPOC's determination. The sales price of
any share of a Company's interest in the Weston Existing and New Common
Facilities sold pursuant to this section or pursuant to Section 12 below shall
be determined as follows: the *** of the Weston Existing or New Common
Facilities in question immediately prior to the sale shall be divided by the New
or Existing Common Ownership Share of WPSC applicable to those facilities
immediately prior to the sale. The result shall then be multiplied by the
following quantity: [(the New or Existing Common Ownership Share of DPC in such
facilities after the sale takes place, as determined by the JPOC) minus (the New
or Existing Common Ownership Share of DPC in such facilities immediately prior
to the sale)]. If the resulting product is a positive number, DPC shall pay that
amount of dollars to WPSC (in this situation, DPC is acquiring a larger
percentage interest in those Weston New or Existing Common Facilities). If the
resulting product is negative, WPSC shall pay the absolute value of that amount,
in dollars, to DPC (in this situation, WPSC is acquiring a larger percentage
interest in those Weston New or Existing Common Facilities).

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

     

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<PAGE>


  
     

  



    (j) Cost
Estimates. WPSC will provide DPC with reports of estimated costs as required
by the Joint Operating Manual, together with estimated time schedules for
material events with regard to Weston 4 completion and operation. Such reports
shall, to the extent possible, reflect revised estimates as they are
established.

    (k) Insurance. The Joint Operating
Manual sets forth provisions governing the allocation of insurance policy
premiums and self-insured retentions between the Companies, and Section 06
thereof describes the types of policies that will be applicable to Weston 4.

    (l) Changes to Cost Allocation Methodologies. If WPSC
from time to time proposes to change an existing cost allocation methodology, or
to impose a new cost allocation methodology, or to change the allocated
percentage of ownership of the Weston New Common Facilities or the Weston
Existing Common Facilities under Section 8(i) above or Section 12 below, it
shall first provide the JPOC with a written explanation of the need and purpose
for the allocation methodology change or addition or ownership change, which
shall include as applicable an estimate of the effect such change or addition
will have on the annual costs to the Companies and a description of how the
proposed new or changed methodology fairly allocates costs. If the proposed
ownership change or methodology change or addition (the "Subject
Change") is adopted by the JPOC over DPC's objection, the Subject Change
shall be applied and implemented upon its adoption by the JPOC, but the Subject
Change may be challenged by DPC under the circumstances described in the next
two sentences. If such Subject Change, either individually or in
conjunction with any other proposed ownership change(s) or methodology change(s)
or addition(s) that have been adopted by the JPOC over DPC's objection during
the 365-day period immediately preceding the date the Subject Change is adopted
("Other Changes"), may reasonably be expected to result in an
imposition on DPC of additional costs exceeding $750,000 per year (when compared
to the costs that would have been imposed upon 

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<PAGE>

 DPC in the absence of the Subject
Change and the Other Change(s), if any), such Subject Change and the Other
Change(s), if any, may be challenged by DPC through the dispute resolution
mechanism set forth in Section 21 if the Subject Change or Other Change(s):
(i) are inconsistent with the cost allocations expressly stated in this
Agreement, (ii) are commercially unreasonable within the electric utility
industry, (iii) would result in an inequitably disproportionate allocation of
costs to DPC, or (iv) if adopted, would result in the cost allocation
methodologies under this Agreement and the Joint Operating Manual, considered in
the aggregate, being inconsistent with the cost allocations expressly stated in
this Agreement, or being commercially unreasonable within the electric utility
industry, or causing an inequitably disproportionate allocation of costs to DPC.
Any such challenge must be raised by DPC, if at all, within thirty (30) calendar
days after the Subject Change is adopted by the JPOC and reflected in a billing
to DPC; provided, however, that if one or more other proposed
ownership change(s) or methodology change(s) or addition(s) are adopted by the
JPOC over DPC's objection during the 365-day period immediately following the
date the Subject Change is adopted (each, a "Subsequent Change"), the
Subject Change (if it was not challenged previously) may be challenged through
the dispute resolution mechanism set forth in Section 21 if the Subject
Change and the Subsequent Change(s) may reasonably be expected to result in an
imposition on DPC of additional costs exceeding $750,000 per year (when compared
to the costs that would have been imposed upon DPC in the absence of such
Subject Change and Subsequent Change(s)) and if the Subject Change
or the Subsequent Change(s) would meet the requirements of clause (i), (ii),
(iii) or (iv) of this Section 8(l). Notwithstanding anything to the contrary
herein, once a proposed ownership change or methodology change or addition has
been challenged pursuant to this Section 8(l), it may not be challenged again,
nor may the expected cost impact of any change or addition that has previously
been combined with the expected cost impact of any other change(s) or addition(s)
in order to reach the $750,000 threshold and allow a challenge to occur be
subsequently combined with the expected cost impact of other change(s) or
addition(s) to reach the $750,000 threshold in order to allow a subsequent
challenge of any change(s) or 

50

<PAGE>

addition(s). If any such cost allocation
methodology change or addition or ownership percentage change is rejected or
modified through the dispute resolution process, the change or addition shall be
deemed to have been rejected or modified (as the case may be) retroactively, as
of the date of its original implementation, and any amounts paid by the
Companies in excess of the amounts that would have been due under the prior
methodology or ownership percentage (if the change or addition was rejected
through dispute resolution) or under the modified methodology or ownership
percentage (if the change or addition was modified through dispute resolution)
shall be repaid with interest at the rates applicable to billings and refunds
under Section 03 of the Joint Operating Manual. The failure to challenge a cost
allocation methodology addition or change or ownership percentage change
pursuant to this Section 8(l) shall not preclude any later assertion under the
audit rights under this Agreement that the cost allocation methodology addition
or change or ownership percentage change was improperly applied; any such
assertion, however, may challenge only whether the change or addition has been
improperly applied, and may not challenge the change or addition itself. The
dollar thresholds set forth in this Section 8(l) shall be subject to escalation
on an annual basis beginning in 2005 in accordance with changes in the GDP-IPD
during the preceding calendar year (for example, if the GDP-IPD increases by 1%
during 2004, the dollar thresholds in this Section 8(l) shall be $757,500 during
2005, and if the GDP-IPD then increases by 2% during 2005, the dollar thresholds
in this Section 8(l) shall be $772,650 during 2006, and so on).

    (m) As of the date of this Agreement, WPSC intends to dispose
of the ash and other wastes generated by the operation of Weston 4 at one or
more third-party commercial disposal facilities; to the extent this occurs, the
Companies will share disposal-related costs as provided in this Agreement and
the Joint Operating Manual. If, however, at some time in the future the JPOC
determines that it is necessary or appropriate for Weston 4 ash or other wastes
to be disposed of at the Legner Facility, WPSC shall have the option to require
DPC to purchase a share of the Legner Facility as a tenant in common, and if
WPSC exercises this option, DPC 

51

<PAGE>

shall purchase such share; provided, however,
that DPC shall be given a reasonable opportunity to conduct reasonable
environmental due diligence with respect to the Legner Facility, and to address
with WPSC any material concerns that are identified during such due diligence
effort, prior to purchasing such share. The share to be purchased shall be
determined by the JPOC, taking into account what other generating unit(s), if
any, are or will be utilizing the Legner Facility in common with Weston 4. The
sales price of the share shall be based upon the *** of the Legner Facility.
Following any such sale and purchase, the Legner Facility shall be a Weston New
Common Facility for purposes of this Agreement and the other contracts between
the Companies associated herewith, including but not limited to the EI
Agreement, and the EI Agreement shall be amended accordingly. If WPSC exercises
the option set forth in this section, the Companies shall cooperate in good
faith to obtain all access rights, permits, licenses, and modifications to
permits and licenses necessary to allow WPSC to sell, and DPC to purchase, own
and utilize for purposes of disposal of Weston 4 wastes, a share of the Legner
Facility.

    Section 9. Books and Records.
As a co-owner of Weston 4, DPC is entitled to collect information, and to
receive information collected, maintained or generated by WPSC, as is necessary
to monitor DPC's investment, satisfy DPC's reporting requirements to
governmental and other entities, and verify the services provided by WPSC and
their costs and quantity, on both an historical and forecasted basis, all as
provided in this Agreement. Books of account and records containing details of
the items of cost applicable to the design, engineering, procurement, licensing,
permitting, interconnection, construction, administration, taxes, fueling,
transportation, modification, repair, operation and maintenance of Weston 4 or
of the Common Facilities shall

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

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be kept by WPSC and shall, except for any attorney-client
privileged materials, be open to examination by DPC during normal business hours
after reasonable notice to WPSC. To the extent that any such books of account or
records are kept by DPC, they shall, except for any attorney-client privileged
materials, be open to examination by WPSC during normal business hours after
reasonable notice to DPC. WPSC shall furnish DPC, to the extent of its interest
affected, with non-privileged summaries or counterparts of such books of account
and records as may be necessary to satisfy all applicable regulatory
requirements. As promptly as practicable after the end of each month, WPSC shall
send to DPC a statement in reasonable detail of all expenditures for such month
and the amount of each Company's share thereof.

    Section 10. Accounting and Audit
Responsibilities.

    (a) Accounting. All expenditures in respect of Weston
4 and the Common Facilities shall be accounted for in accordance with the
Uniform System of Accounts prescribed by the PSCW for Public Utilities and
Licensees (Class A and B Electric Utilities). WPSC will undertake commercially
reasonable efforts to supply DPC with such records as may be required to satisfy
the accounting requirements of the RUS or other applicable regulatory
requirements.

    (b) Contract Administration Review. WPSC shall arrange
for a contract administration review consistent with the scope of work attached
to this Agreement as Attachment 8 by a firm unanimously selected by the JPOC,
with the cost of such review, which shall not exceed $50,000 in the aggregate,
to be shared equally between WPSC and DPC. This review will be performed once,
and the review period will cover either the first complete calendar year after
the In-Service Date, or the second complete calendar year after the In-Service
Date, at DPC's option; provided, however, that the JPOC may by a
vote of the majority of Ownership Shares decide whether or not to conduct
similar, subsequent review(s).

    (c) Financial Audit. Each Company shall have the right
from time-to-time to conduct an audit, at its own cost, of the financial monthly
billings under this Agreement, including audits of 

53

<PAGE>

 all books, records and other
documents regarding operating costs and the cost of construction sufficient to
allow it to determine that such costs attributed to Weston 4 or the Common
Facilities by WPSC are consistent with this Agreement. For purposes of this
Agreement, the financial audit will be defined as a review and examination
performed by the Company's own accounting and internal audit staff or by an
agent or representative of the Company.

    No payment made by DPC shall constitute a waiver of the right
of DPC to question or contest in good faith the correctness of any charge or
credit under this Agreement, and no acceptance of partial payment by WPSC shall
constitute a waiver of WPSC's right to demand payment in full of all amounts
that WPSC in good faith believes are owed to it. WPSC shall cooperate with DPC
in the conduct of any such audit and, subject to the applicable regulations of
any regulatory agency having jurisdiction, provide DPC reasonable access to all
contracts, records and other documents relating to Weston 4 or related Common
Facilities with due regard for any confidentiality agreements between WPSC and
third parties, or between WPSC and DPC.

    Audit activity shall be coordinated through the respective
Companies' accounting departments in order to promote efficiency and reduce
costs. Audits shall be conducted only after reasonable notice to the respective
Company and during normal business hours.

    (d) Audit and Review Adjustments. If, as a result of
such review(s) or audits, errors are discovered in the amount or allocation of
any costs which have been billed under the Agreement, those costs shall be
adjusted to correct the error and reimbursements, or additional payments, as the
case may be, including a payment for interest as calculated per procedures
specified in Section 03 of the Joint Operating Manual, shall be made during the
next normal billing cycle following discovery of the error(s). Retroactive
adjustments of costs or allocations based upon such review(s) or audits shall be
limited to the period of two (2) years after the cost or allocation 

54

<PAGE>

 was
originally billed to DPC by WPSC, after which time the correctness of such costs
or allocations shall be conclusively presumed correct.

    WPSC will, within 30 calendar days after completion, make
available to the other Company copies of any audits, related only to Weston 4 or
the Weston New or Existing Common Facilities, by its own internal audit
department, independent external auditors, or auditors for any regulatory body
or jurisdiction. DPC will make available to WPSC copies of any audits, related
only to Weston 4 or the Weston New or Existing Common Facilities, conducted by
its staff or external auditors or consultants or regulatory bodies and will
provide such copies to WPSC within 30 calendar days after the final audit report
is issued.

    WPSC will provide to the other Company as soon as such
documents become available, variance analyses comparing monthly and year-to-date
actual billings with the respective budget items for Weston 4 and the Weston New
and Existing Common Facilities in accordance with the provisions of the Joint
Operating Manual.

    WPSC shall inform DPC of any significant or material
deficiency in any WPSC internal control which relates to any process or account
that may affect the billing process under this Agreement that WPSC discovers as
a consequence of WPSC's compliance with section 404 of the Sarbanes-Oxley Act of
2002 (Management Report on Controls).

    Section
11. Construction Period Invoices; Funds. (a) DPC shall promptly notify
WPSC as soon as DPC has waived the Financing Contingency and the Transmission
Contingency, and provide WPSC at least 90 calendar days'
prior written notice of the date planned for DPC's closing on its interim or
permanent financing. WPSC and DPC shall also promptly notify each other when
they have each received all Required Permits. Assuming DPC gives WPSC notice of
the impending closing as required above, then at least 60 calendar days prior to
the date planned for the closing on DPC's interim or permanent financing, WPSC
shall provide or make available to DPC all such information described in Section
18 of the Joint 

55

<PAGE>

 Operating Manual under the heading "Information for DPC's
Financing", as provided in that section. On the earlier of (i) the date DPC
closes on its interim or permanent financing; or (ii) the date that is ten (10)
business days prior to ***, WPSC shall invoice DPC for its share of all costs
determined in accordance with Section 8 incurred in connection with the design,
engineering, procurement, pre-certification expenses, licensing, permitting,
interconnection, administrative and general, fueling, transportation,
construction, operation and maintenance of Weston 4 and the Weston New Common
Facilities, or incurred in connection with those modifications of the Weston
Existing Common Facilities that are being made in conjunction with and as part
of the Weston 4 project, prior to the date of WPSC's invoice, plus a return on
those costs at the WPSC Cost of Capital pursuant to Section 3(c), and for the
Fixed Charges associated with WPSC's investment in the Site and the Easement
Property calculated from the date construction begins on Weston 4 until the date
the Companies execute the Ground Lease and the Easement. DPC shall pay said
invoice in full via ACH or electronic funds transfer to an account specified by
WPSC within ten (10)
business days after the receipt of WPSC's invoice.
It is understood and agreed that carrying costs shall continue to accrue on the
costs at the then-applicable WPSC Cost of Capital until the invoice is paid by
DPC in full.

    (b) After issuing the initial invoice
described in Section 11(a), WPSC shall bill DPC on a weekly basis through the In-Service
Date, and thereafter until all construction-related costs have been invoiced,
for DPC's share of all cash expenditures actually incurred in connection with
the design, engineering, procurement, licensing, permitting, interconnection,
administrative and general, fueling, transportation, construction, operation and
maintenance of Weston 4 and the Weston New Common Facilities, or incurred in
connection with those modifications of the

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

     

56

<PAGE>

Weston Existing Common Facilities that are being made in
conjunction with and as part of the Weston 4 project, since the immediately
preceding invoice. WPSC will make arrangements to give DPC prompt access to all
Subcontractor invoices that individually exceed $10,000. Information materials
supporting the invoices will be provided or made available to DPC in accordance
with the second paragraph of Section 5 of this Agreement. For any individual
Subcontractor invoice which exceeds $2,000,000 in amount, WPSC will issue a
separate invoice showing DPC's share and a due date that coincides with WPSC's
required payment date to the Subcontractor; DPC shall pay to WPSC via ACH or
electronic funds transfer to an account specified by WPSC an amount equal to
DPC's share of each such Subcontractor invoice on or prior to the date WPSC is
required to pay the Subcontractor's invoice. WPSC will invoice DPC weekly for
all other Subcontractor invoices that have been paid by WPSC, and WPSC will
invoice DPC monthly for all other WPSC direct and indirect costs incurred by
WPSC, and DPC shall pay WPSC in full via ACH or electronic funds transfer to an
account specified by WPSC within ten (10) business days after each such WPSC
invoice is received, but payments made after the date that is five (5) business
days after the date of receipt, but on or before the date that is ten (10)
business days after the date of receipt, shall be subject to interest at the
90-day non-financial commercial paper rate as of the last business day of the
immediately preceding calendar year, as published in the Federal Reserve
Statistical Release on the website identified in Section 03 of the Joint
Operating Manual. Past due payments shall bear interest at the rate specified in
Section 14 of this Agreement.

    As described in Section 8, on an ongoing basis WPSC shall
bill DPC for, and DPC shall pay its share of, non-construction related costs
incurred by WPSC under the post-In-Service
Date procedures specified in the
Joint Operating Manual.

 

57

<PAGE>

 

    (c) Ten (10) business days prior to the Existing Common
Ownership Date, WPSC shall invoice DPC for its share (based upon DPC's Existing
Common Ownership Share) of the *** Weston Existing Common Facilities (not
including the costs of those modifications to the Weston Existing Common
Facilities for which DPC has previously paid its share pursuant to Section 11(a)
or (b)) and of WPSC's unrecovered costs associated with the retirement of assets
due to the construction of Weston 4. DPC shall pay said invoice in full via ACH
or electronic funds transfer to an account specified by WPSC within ten (10)
business days after the receipt of WPSC's invoice.

    (d) As part of its right and
responsibility to operate and maintain Weston 4 and the Weston New and Existing
Common Facilities, WPSC is required to expend considerable capital each month on
a current and continuing basis. In order to reimburse WPSC for such expenditures
in accordance with the terms of this Agreement, DPC shall make an initial cash
deposit at the time, in the amount and in the manner specified in Section 14 of
the Joint Operating Manual. WPSC shall determine the amount of this initial
operating deposit based on the forecasted monthly expenditures for Weston 4 and
the Weston New and Existing Common Facilities, excluding insurance and purchased
natural gas costs. Subsequent to the initial calculation of this operating
deposit, DPC will be billed adjustments to this deposit as described in Section
14 of the Joint Operating Manual. WPSC shall determine these adjustments in
accordance with the procedures outlined in Section 14 of the Joint Operating
Manual.

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

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    Section 12. Operation and
Maintenance. WPSC shall be the operating owner of Weston 4. Subject to
Sections 6 and 7 hereof and the
provisions in this Agreement dealing with Major Operating Decisions, WPSC shall
have the sole right and responsibility to operate, maintain and procure fuel for
Weston 4. WPSC shall also have the sole right and responsibility to operate and
maintain the Common Facilities.

    Weston 4 will be directly operated and
maintained by WPSC, and WPSC shall procure fuel for Weston 4, in accordance with
Good Utility Practice, the provisions of this Agreement and the Joint Operating
Manual, and the decisions of the Joint Plant Operating Committee. Except to the
extent the express terms of this Agreement or the Joint Operating Manual, or the
decisions of the JPOC, require otherwise, WPSC shall operate and maintain Weston
4 with the same care, procedures and standards that it uses
in the operation of its own wholly-owned generating facilities,
utilizing its own employees and supervisory personnel, any independent technical
advisors or other Subcontractors which it may select, in the manner determined
by WPSC to be best under the circumstances. During operating conditions which
WPSC deems abnormal, WPSC shall take such action as it deems appropriate to
safeguard equipment, employees and third Persons and to maintain service of
Weston 4. Except to the extent WPSC determines otherwise, the workers employed
in the operation and maintenance of Weston 4 and the Common Facilities shall be
employees of WPSC. Notwithstanding anything to the contrary in this Agreement,
WPSC shall be solely responsible for supervising, directing and controlling the
activities of all such workers and the details of their work.

    DPC may elect, at its sole cost and responsibility, to have
DPC staff member(s) or representative engineer(s) on-site to observe and provide
WPSC with input on the operation and maintenance of Weston 4 and on safety,
training and fuel procurement practices/procedures. WPSC shall consider any such
input in good faith, but shall not be required to act upon such 

59

<PAGE>

 input unless it
determines in its reasonable discretion and in accordance with Good Utility
Practice that it is appropriate to do so.

    During operation and maintenance of Weston
4, WPSC shall maintain property insurance coverage for Weston 4 through the WPS
Resources corporate property insurance program (or will make arrangements for
comparable coverage), shall maintain workers' compensation insurance with
respect to its employees working at Weston 4 to the extent required by
Applicable Laws, and shall maintain such liability insurance coverage as is in
accordance with Good Utility Practice. The cost of these insurance coverages
shall be shared by the Companies as provided in this Agreement and the Joint
Operating Manual.

    Notwithstanding anything to the
contrary contained in this Section 12 or elsewhere in this Agreement, none of
the following actions (which shall be referred to herein as "Major
Operating Decisions") may be taken without the unanimous approval of the
Joint Plant Operating Committee: (i) abandonment, Facility Lay-Up, permanent
shutdown, or total or substantial demolition or disposal of Weston 4 after the
In-Service Date; (ii) any specific project occurring after the In-Service Date
that would reduce the rated megawatt capability of Weston 4 by more than 30 MW
(specifically excluding expected variations due to normal operating constraints,
seasonal variations, and other temporary unit deratings); (iii) approval of a
capital expenditure budget for Weston 4 for any calendar year after the
In-Service Date if capital cash outlays during

 

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<PAGE>

said calendar year are budgeted to exceed $***; (iv) a
material physical change in, or change in the method of operation of, Weston 4
after the In-Service Date, if WPSC has sought and the appropriate local, state
or federal regulatory agency has advised WPSC in writing that such a change
would, under Applicable Law, constitute a modification of Weston 4, and WPSC
determines under Applicable Law that such a modification would require
installation of Best Available Control Technology, Lowest Achievable Emission
Rate controls, or other emission-related controls costing in excess of $***; provided,
however, that WPSC shall not be required to request or obtain any such
advice from any local, state or federal regulatory agency; or (v) entry into any
contract or project for a substantial repair, refurbishment, modification or
improvement to Weston 4 after the In-Service Date, but only if the aggregate
estimated cost of such contract or project would exceed $***; provided, however,
that if the JPOC does not unanimously approve of a capital expenditure budget of
the type described in clause (iii) above that has been advocated by WPSC, or a
change of the type described in clause (iv) above that has been advocated by
WPSC, or a contract or project of the type described in clause (v) above that
has been advocated by WPSC, or, in any such case, if the JPOC has unanimously
approved such budget, change, contract or project but DPC is unable to pay its
full Ownership Share therefor, then WPSC shall nonetheless have the right in its
discretion to proceed with such budgeted capital expenditures, change, contract
or project at the sole cost of WPSC (or, if DPC is willing to contribute a
portion of such cost, at WPSC's cost less DPC's contribution), and if WPSC does
proceed with such budgeted capital expenditures, change, contract or project,
WPSC's Ownership Share shall be increased and DPC's Ownership Share shall be
decreased in an amount appropriate to reflect that WPSC has paid an amount for
such budgeted capital expenditures, change, contract or project that exceeds
WPSC's Ownership Share of the reasonable costs of

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

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such capital expenditures, change, contract or project. The
changes in the Companies' respective Ownership Shares shall be determined in
accordance with the methodology set forth in Attachment 9 to this Agreement, and
DPC shall thereafter transfer to WPSC, and WPSC shall accept from DPC, title to
an appropriate share of DPC's interest in Weston 4 in accordance with said
determination. If WPSC's Ownership Share is increased, and DPC's Ownership Share
is decreased, pursuant to this paragraph, then the JPOC shall also re-calculate
the Existing and New Common Ownership Shares based upon the allocation
principles set forth in this Agreement and the Joint Operating Manual, and based
upon the then-most recent summer capacity ratings of the generating units at the
Weston Generating Station and (to the extent applicable) at WPSC's Pulliam
Station, and utilizing in the calculations the Companies' respective
Post-Project Ownership Shares (as that term is used in Attachment 9 hereto) in
Weston 4. DPC shall thereafter sell to WPSC an appropriate share of its interest
in the Weston Existing and New Common Facilities, and WPSC shall buy said share,
in accordance with the JPOC's re-calculation. Notwithstanding the foregoing,
WPSC as the operating co-owner of Weston 4 may in emergency or exigent
circumstances take such actions as it deems necessary to protect lives and
property from injury or damage, without DPC's approval (but in such
circumstances WPSC shall notify DPC of the actions taken as soon as is
practical, and within no longer than two (2) business days). The dollar amounts
identified in clauses (iii), (iv) and (v) above shall be subject to escalation
on an annual basis beginning in 2005 in accordance with changes in the GDP-IPD
during the preceding calendar year (for example, if the GDP-IPD increases by 1%
during 2004, the dollar amounts shall be $***, $*** and $***, respectively, in
2005).

_______________

    *** Indicates that material has been omitted and confidential treatment
    has been requested therefore. All such omitted material has been filed
    separately with the Securities and Exchange Commission pursuant to Rule
    24b-2.

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    Section 13. Limitation of Liability.
NEITHER COMPANY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT
OR CONTINGENT DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, THE JOINT OPERATING MANUAL, THE GROUND LEASE OR THE EASEMENT, OR THE
PERFORMANCE OR BREACH OF ANY SUCH CONTRACT, REGARDLESS OF WHETHER IT HAS BEEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; provided that the
foregoing limitation shall not limit, restrict or affect either Company's
obligation to pay for its share of the costs, liabilities to third Persons, and
damages incurred in the design, engineering, procurement, licensing, permitting,
pre-certification activities, interconnection, construction, administrative and
general, modification, repair, transportation, fueling, operation, maintenance,
shutdown, decommissioning, demolition and disposal of Weston 4 and the Common
Facilities pursuant to the cost-sharing, allocation and payment provisions set
forth in this Agreement and the Joint Operating Manual; it is understood and
agreed, however, that the foregoing limitation shall apply to the portion
of any such costs, liabilities to third Persons and damages that is determined
to have been caused by the intentional misconduct of WPSC, or by the reckless
misconduct of WPSC's Weston 4 personnel at the superintendent (or equivalent)
level or higher, or by the reckless misconduct of WPSC corporate officers or
corporate management personnel at the superintendent level or higher who are
responsible for setting policy at Weston 4. Without limiting the generality of
the foregoing, and without limiting the terms of the EI Agreement, except as
provided in the cost-sharing, allocation and payment provisions of this
Agreement and the Joint Operating Manual as provided immediately above,
neither Company shall be liable to the other Company for errors or delays in the
design, engineering, procurement, licensing, permitting, pre-certification
activities, interconnection, construction, administrative and general,
modification, repair, transportation, fueling, operation or maintenance of
Weston 4 or the facilities utilized by Weston 4 (either 

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<PAGE>

 exclusively or in common
with other generating unit(s) at the Weston Generating Station), loss of
generation capacity, reduced generation capacity, reduced output, cost of
replacement energy or capacity, or down-time, shut-down or slow-down costs.
Notwithstanding anything to the contrary herein, neither Company shall be liable
for claims by the other Company for lost profits or lost revenues, or for claims
of the other Company's customers for cost of replacement energy or capacity,
down-time, shut-down or slow-down costs, or lost profits or lost revenues.

    Section 14. Disputed Payments;
Default.

    (a) Disputed Payments. If either Company (the
"Disputing Company") in good faith disputes the amount owing by it
under any invoice, bill or other demand for payment issued by the other Company
(the "Non-Disputing Company") under this Agreement or any contract
entered into pursuant to this Agreement (including but not limited to the Ground
Lease, the Easement and the EI Agreement), then the Disputing Company
must take the following steps if it intends to withhold the amount disputed
pending resolution of the dispute: (i) the Disputing Company shall pay to the
Non-Disputing Company the undisputed portion of the invoice, bill or demand on
or before the due date therefor, and contemporaneously shall provide the
Non-Disputing Company with a statement that the Disputing Company disputes the
remainder of the invoice, bill or demand and intends to escrow the disputed
portion; (ii) the Disputing Company shall deposit a dollar amount equal to the
disputed portion of the invoice, bill or demand with the Escrow Agent pursuant
to the Escrow Agreement on or before the day that is five (5) calendar days
after the due date for the disputed payment; and (iii) the Disputing Company
shall also within ten (10) calendar days after said due date provide the
Non-Disputing Company with a written notice of dispute that includes reasonable
substantiation of the Disputing Company's position and a calculation identifying
the amount that the Disputing Company in good faith believes it owes. If the
Disputing Company (or DPC's Secured Lender(s) as provided in Section 14(c)(ii))
timely takes these steps, the dispute shall be submitted to dispute resolution
pursuant to Section 21, and the Disputing Company shall not be deemed to be in
default under the applicable 

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<PAGE>

 contract for failure to make payment in full,
pending resolution of the dispute. If the disputed amount is deposited with the
Escrow Agent, that amount shall remain in escrow until the Escrow Agent receives
a written notice executed by both Companies, or a ruling of the arbitrators
pursuant to Section 21, at which time the Escrow Agent shall disburse the
escrowed funds in accordance with said notice or ruling.

    The Companies shall implement the determination reached
through the dispute resolution process. Without limiting the foregoing, if and
to the extent the dispute resolution process determines that the disputed amount
was owed to the Non-Disputing Company, then the relevant portion of the
disputed amount shall be promptly disbursed by the Escrow Agent to the
Non-Disputing Company, together with interest on said portion at a per annum
rate equal to the lesser of the prime rate of interest as published from time to
time in The Wall Street Journal plus one percent, or the highest rate then
permitted under Applicable Law, from the original due date until the date
payment is actually received by the Non-Disputing Company (and if the portion of
the interest to be disbursed by the Escrow Agent to the Non-Disputing Company in
accordance with the last sentence of this paragraph is insufficient for this
purpose, the Disputing Company shall pay the deficiency to the Non-Disputing
Company within ten (10) calendar days after receipt of a demand therefor). If
and to the extent the dispute resolution process determines that the disputed
amount was not owed to the Non-Disputing Company, then the relevant
portion of the disputed amount shall be promptly disbursed by the Escrow Agent
to the Disputing Company, together with interest on said portion at a per annum
rate equal to the lesser of the prime rate of interest as published from time to
time in The Wall Street Journal plus one percent, or the highest rate then
permitted under Applicable Law, from the date the amount was deposited with the
Escrow Agent until the date the disbursement is received by the Disputing
Company (and if the portion of the interest to be disbursed by the Escrow Agent
to the Disputing Company in accordance with the 

65

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 last sentence of this paragraph
is insufficient for this purpose, the Non-Disputing Company shall pay the
deficiency to the Disputing Company within ten (10) calendar days after receipt
of a demand therefor). Interest earned on amounts deposited in escrow shall be
disbursed by the Escrow Agent to the Companies in the same proportion as the
amount deposited in escrow is disbursed to the Companies in accordance with the
determination of the dispute resolution process; provided, however,
that interest on escrowed funds paid to a Company shall be credited against the
interest otherwise owed to it by the other Company under this subsection.

    Consistent with Section 10 above, either Company may also in
good faith dispute pursuant to Section 21 any amount paid by it under any
invoice, bill or other demand for payment issued by the other Company,
notwithstanding the timely payment of such invoice, bill or other demand,
provided that the dispute is asserted in writing to the other Company within the
period of two years after the date of the invoice, bill or demand in question.
If as a result of any such dispute it is determined that error(s) have been made
in the amount or allocation of costs that have been billed and paid, those costs
shall be adjusted to correct the error(s), and reimbursements or additional
payments, as the case may be, including a payment for interest as calculated per
procedures specified in Section 03 of the Joint Operating Manual, shall be made
during the next normal billing cycle following the determination that error(s)
were made.

    If either Company makes a demand for payment on the other
Company for alleged default of a non-payment provision of this Agreement or any
contract entered into pursuant to this Agreement, and a final judgment or
arbitral award has not been entered ordering payment of monetary damages for
such alleged default, then the Company upon which the demand had been made, if
it wishes to dispute the demand or alleged default, shall not be required to
deposit an amount equal to the amount demanded with the Escrow Agent in order to
dispute such demand 

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<PAGE>

 or alleged default. The dispute shall be submitted to
dispute resolution pursuant to Section 21, and the Company disputing the demand
or alleged default shall not be deemed to be in default under the applicable
contract for failure to make payment in full, pending resolution of the dispute.

    (b) Failure To Pay or Perform by DPC. (i) If DPC fails
to make when due any payment required by, or defaults on any other obligation
under, this Agreement or any other contract entered into pursuant to this
Agreement (including but not limited to the Ground Lease, the Confidentiality
Agreement or the Easement), DPC shall have fifty (50) calendar days after
written notice of such failure or default is received from WPSC in which to cure
such failure or default (except that this 50-calendar day period may be reduced
as provided in Section 14(b)(ii)).

           
(ii) Subject to Section 14(a), in the event that DPC fails to
make when due any payment required by this Agreement or by any contract entered
into pursuant to this Agreement (including but not limited to the Ground Lease
or the Easement) to be made to WPSC, the past due payment shall bear interest
from the due date until paid at a per annum rate equal to the lesser of the WPSC
Cost of Capital or the highest rate then permitted under Applicable Law. If any
such failure to make payment when due has continued for more than
fifty (50) calendar days after written notice of such failure is received
by DPC from WPSC and for more than the additional fifteen (15)-day period set
forth in Section 14(c)(ii), then DPC shall cease to have any rights in the
capacity or energy of Weston 4 until such time as the failure has been
completely cured, and WPSC shall have the right to dispatch and sell DPC's share
of the capacity and energy of Weston 4; provided, however, that
any profits earned on sales by WPSC of DPC's share of capacity and energy shall
be retained by WPSC and credited to the outstanding liability owed by DPC to
WPSC; and provided, further, that this right to dispatch and sell
DPC's 

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<PAGE>

 share of the capacity and energy of Weston 4 shall cease immediately when
DPC's liability to WPSC resulting from DPC's failure to make payment has been
fully satisfied. If more than two failures by DPC to make payment when due under
this Agreement or under any contract entered into pursuant to this Agreement
occur in any twelve (12)-month period (not counting any situation in which DPC
does not make a payment in full because it is disputing that payment in good
faith pursuant to Section 14(a)), then beginning with the third such failure the
fifty (50)-day cure period set forth in this paragraph and in Section 14(b)(i)
shall be reduced to ten (10) calendar days, and DPC's cure period shall remain
at ten (10) calendar days unless and until DPC timely makes all payments under
this Agreement and each contract entered into pursuant to this Agreement for a
period of two (2) consecutive years. For purposes of this paragraph, a failure
by DPC to make payment when due under this Agreement or under any contract
entered into pursuant to this Agreement shall include, without
limitation, a failure by DPC to make when due a payment under any invoice, bill
or demand for payment issued by WPSC, or a failure by DPC to pay any judgment or
arbitral award for monetary damages for default of any provision, term or
condition of this Agreement or any contract entered into pursuant to this
Agreement within the time period specified in such judgment or arbitral award.

           
(iii) No such failure referred to in Section 14(b)(i) or
(ii) shall relieve DPC from any of its obligations hereunder or under any
contract entered into pursuant to this Agreement. The remedies of WPSC
identified in this Section 14(b) are not intended to be exclusive or to
limit any other rights or remedies that WPSC may have under the circumstances
(except that (A) the circumstances in which DPC will cease to have any rights in
the capacity and energy from Weston 4 shall be limited to those specified in
this Section 14(b), unless such cessation is caused by a termination of this
Agreement under Section 22 imposed by an 

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<PAGE>

 arbitration panel in a dispute
resolution proceeding pursuant to Section 21, and (B) WPSC will not exercise any
rights or remedies that are inconsistent with the rights granted to DPC's
Secured Lender(s) in Section 14(c)), or to limit the right of either Company to
pursue dispute resolution in good faith as provided in Section 21, below. DPC
shall pay to WPSC all reasonable attorneys' fees and legal expenses arising from
the enforcement of WPSC's rights hereunder in the event of a failure to make
payment or other material default by DPC that is not cured within the applicable
time periods provided in this Section 14 or that is not subjected to dispute
resolution pursuant to Section 14(a) in accordance with the terms thereof; this
provision shall not, however, supersede the provisions in Sections 21(b) and
21(c) governing responsibility for costs incurred in dispute resolution.

    (c) Lender Notice and Step-In Rights. DPC's Secured
Lender(s) shall have the following rights with respect to a DPC default or other
failure to perform under this Agreement (it being understood that WPSC shall owe
no duties or obligations to DPC's Secured Lender(s) except as expressly provided
in this Section 14(c) and with respect to the provisions for liens and
foreclosure in Sections 17(c)(2) and (3)):


            (i) At the same time that WPSC provides any
            written notice of default or failure to DPC pursuant to
            Section 14(b), above, it shall provide a copy of said notice to
            the Lead Lender. No notice of failure or default by DPC under this
            Agreement shall be effective unless and until a copy of that notice
            is also given to the Lead Lender.

            (ii) DPC's Secured Lender(s) shall have the right
            to cure any defaults by DPC on DPC's behalf, and WPSC agrees to
            accept any such cure by DPC's Secured Lender(s), provided that such
            cure is timely effected as set forth 



69

<PAGE>


             in this paragraph: if DPC fails
            to cure a failure or default within the period and in the manner
            provided in Section 14(b)(i) or (ii), DPC's Secured Lender(s)
            shall have fifteen (15) calendar days immediately following the
            end of DPC's cure period (which DPC cure period shall be (a) fifty
            (50) calendar days, unless reduced to ten (10) calendar days
            pursuant to Section 14(b)(ii), or (b) with respect to payment of a
            deficiency with respect to the amount to be disbursed to WPSC from
            escrow pursuant to Section 14(a) based upon the determination of the
            dispute resolution process, ten (10) calendar days after receipt of
            demand for such payment) in which to make such payment in full or
            cure such other failure or default on DPC's behalf. Without limiting
            the foregoing, if DPC states that it disputes all or a portion of an
            invoice, bill or demand for payment in accordance with Section
            14(a)(i) but fails to deposit the disputed amount with the Escrow
            Agent within the time period specified in Section 14(a)(ii), DPC's
            Secured Lender(s) may make such deposit and submit the written
            notice of dispute required under Section 14(a)(iii) within the time
            period specified in Section 14(a)(iii) for provision of such notice
            of dispute, in which case the provisions of Section 14(a) shall be
            applicable to the dispute. If DPC's Secured Lender(s) make such
            escrow deposit or if DPC's Secured Lender(s) cure a payment default
            by DPC in accordance with this Section 14(c)(ii), WPSC agrees to
            recognize the right of DPC's Secured Lender(s) to dispute on behalf
            of DPC, pursuant to Section 14(a) or otherwise as permitted under
            this Agreement, such 

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<PAGE>


             payment and subsequent invoices, bills and
            demands for payment submitted to DPC, upon receipt of written notice
            from the Designated Secured Lender (as that term is defined below),
            stating that the DPC Secured Lender(s) is/are authorized to exercise
            that right. However, if (A) DPC is then a debtor in bankruptcy, or
            if DPC becomes a debtor in bankruptcy after DPC's Secured Lender(s)
            shall have begun to exercise such right, or (B) apart from DPC's
            bankruptcy status, DPC disputes whether such authorization to
            exercise DPC's rights is then valid or enforceable, then WPSC shall
            not be required to observe any said notice from the Designated
            Secured Lender unless, in the case of the circumstances described in
            clause (A), the notice and authority have been approved by a
            specific order (i.e., one referencing this subsection of this
            Agreement) of the bankruptcy court having jurisdiction over DPC's
            bankruptcy proceeding, the effectiveness of which order has not been
            stayed or vacated, or such bankruptcy court determines, by an order
            the effectiveness of which has not been stayed or vacated, that such
            approval is not necessary; or in the case of the circumstances
            described in clause (B), the DPC Secured Lender(s) exercising such
            right either (I) agrees in writing to reimburse WPSC, and does
            reimburse WPSC within five (5) business days after receipt of a
            written demand and substantiation of amounts incurred by WPSC for
            which reimbursement is sought, for any and all costs, expenses,
            damages, claims, losses and liabilities whatsoever incurred by WPSC
            arising from its allowing DPC's Secured Lender(s) to 

  71



<PAGE>


             exercise that
            right in reliance upon such notice, or (II) furnishes WPSC with an
            order from a court of competent jurisdiction, the effectiveness of
            which has not been stayed or vacated, that specifically (by
            reference to this subsection of this Agreement) authorizes DPC's
            Secured Lender(s) to exercise that right. Such right to exercise
            those rights of DPC with regard to disputes concerning payment and
            subsequent invoices, bills and demands for payment shall continue
            until WPSC receives a written notice from the Designated Secured
            Lender terminating that substitution, or if the right was authorized
            or approved by court order pursuant to this subsection, the court
            order in question expires or is vacated, overruled, countermanded or
            otherwise overturned by the issuing court or an appellate court. DPC
            acknowledges and agrees that WPSC shall not be liable for any
            damages, claims, losses, liabilities, costs or expenses whatsoever
            arising from its allowing DPC's Secured Lender(s) to exercise those
            rights pursuant to the terms of this subsection 14(c)(ii).

            (iii) If a DPC default is by its nature incurable
            by DPC's Secured Lender(s) (e.g., an attempted assignment in
            violation of Section 17 of this Agreement may not be curable by
            DPC's Secured Lender(s)), and (A) the default does not materially
            adversely affect WPSC's operation of Weston 4 or the Weston New or
            Existing Common Facilities, or WPSC's rights to capacity and energy
            from Weston 4, and (B) DPC's Secured Lender(s) otherwise timely cure
            any and all payment defaults and other curable defaults by DPC, then
            WPSC agrees that such "incurable default" shall not

  72



<PAGE>


             terminate DPC's Secured Lender(s)' rights with respect to this
            Agreement, and that such "incurable default" (unless it is
            a material breach of Section 17 by DPC that is not considered
            curable in accordance with the last sentence of this Section
            14(c)(iii)) may not serve as the basis for a termination of this
            Agreement by WPSC, for so long as (and only for so long as) all of
            DPC's payment obligations under this Agreement continue to be timely
            satisfied, either by DPC or DPC's Secured Lender(s), it being
            understood that, for purposes of this paragraph only, a payment
            obligation shall be deemed to be "timely satisfied" only
            if it is paid in full by no later than the date that is five (5)
            business days after the due date of such payment. For purposes of
            this paragraph, a default of a non-payment provision, term or
            condition that leads to a judgment or arbitral decision specifying
            that an award of monetary damages is the sole remedy for said
            default shall be considered to be a default that is curable by DPC's
            Secured Lender(s), and not an incurable default, provided that DPC's
            Secured Lender(s)' obligation to pay a judgment or arbitral award
            for monetary damages shall be deemed timely satisfied only if it is
            paid in full by no later than five (5) business days after the date
            provided in such judgment or award.

            (iv) In the event that in any bankruptcy
            proceeding in which DPC is the debtor, the bankruptcy court approves
            DPC's rejection of this Agreement by final order, the effectiveness
            of which is not stayed or vacated, WPSC will, at the option of DPC's
            Secured Lender(s) (which option must be exercised (if 

  73



<PAGE>


             at all) by no
            later than the date that is sixty (60) calendar days after the court
            approves of DPC's rejection), and upon the curing by DPC's Secured
            Lender(s) of any and all payment defaults, and any and all other
            defaults which have resulted in a final judgment or arbitral award
            ordering payment of monetary damages, that were outstanding under
            this Agreement at the time of said rejection and the payment by
            DPC's Secured Lender(s) to WPSC of all amounts owing by DPC to WPSC
            under the terms of this Agreement at the time the option is
            exercised, enter into a new agreement with DPC's Secured Lender(s)
            or its/their transferee or nominee having terms substantially the
            same as the terms of this Agreement. Notwithstanding the foregoing,
            WPSC shall have no obligation to enter into any such new agreement
            if the bankruptcy court having jurisdiction over DPC's bankruptcy
            proceeding has issued an order, the effectiveness of which has not
            been stayed or vacated, approving a transfer by DPC of its interest
            in all or part of this Agreement, or all or part of DPC's interest
            in Weston 4 or the Weston New or Existing Common Facilities, to a
            Person other than DPC's Secured Lender(s).

            (v) WPSC agrees to recognize the right of the
            Designated Secured Lender to exercise DPC's rights on the JPOC,
            including but not limited to DPC's rights to obtain information and
            to vote DPC's Ownership Share, upon receipt of written notice from
            the Designated Secured Lender (as that term is defined below),
            stating that the Designated Secured Lender is authorized to exercise
            those rights. However, if (A) DPC is then a debtor 

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<PAGE>


             in bankruptcy, or
            if DPC becomes a debtor in bankruptcy after the Designated Secured
            Lender shall have begun to exercise such rights, or (B) apart from
            DPC's bankruptcy status, DPC disputes whether such authorization to
            exercise DPC's rights is then valid or enforceable, then WPSC shall
            not be required to observe any said notice from the Designated
            Secured Lender unless, in the case of the circumstances described in
            clause (A), the notice and authority have been approved by a
            specific order (i.e., one referencing this subsection of this
            Agreement) of the bankruptcy court having jurisdiction over DPC's
            bankruptcy proceeding, the effectiveness of which order has not been
            stayed or vacated, or such bankruptcy court determines, by an order
            the effectiveness of which has not been stayed or vacated, that such
            approval is not necessary; or in the case of the circumstances
            described in clause (B), the Designated Secured Lender either (I)
            agrees in writing to reimburse WPSC, and does reimburse WPSC within
            five (5) business days after receipt of a written demand and
            substantiation of amounts incurred by WPSC for which reimbursement
            is sought, for any and all costs, expenses, damages, claims, losses
            and liabilities whatsoever incurred by WPSC arising from its
            allowing the Designated Secured Lender to exercise those rights in
            reliance upon such notice, or (II) furnishes WPSC with an order from
            a court of competent jurisdiction, the effectiveness of which has
            not been stayed or vacated, that specifically (by reference to this
            subsection of this Agreement) authorizes the Designated Secured 

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<PAGE>


            
            Lender to exercise those rights. Such right to exercise DPC's rights
            on the JPOC shall continue until WPSC receives a written notice from
            the Designated Secured Lender terminating that substitution, or if
            the right was authorized or approved by court order pursuant to this
            subsection, the court order in question expires or is vacated,
            overruled, countermanded or otherwise overturned by the issuing
            court or an appellate court. DPC acknowledges and agrees that WPSC
            shall not be liable for any damages, claims, losses, liabilities,
            costs or expenses whatsoever arising from its allowing the
            Designated Secured Lender to exercise DPC's rights on the JPOC
            pursuant to the terms of this subsection 14(c)(v).

                Upon the closing on the Ownership Date, DPC and
            DPC's Secured Lender(s) shall supply to WPSC a written designation,
            irrevocable by DPC, in which DPC designates one of DPC's Secured
            Lender(s) as authorized to give the notice(s) referred to in
            subsection 14(c)(ii) with respect to exercise of DPC's right to
            dispute payments and subsequent invoices, bills and demands for
            payment submitted to DPC, and in the first paragraph of this
            subsection 14(c)(v), above, with respect to exercise of DPC's rights
            on the JPOC (the "Designated Secured Lender"). Such
            designation shall remain in effect until the Designated Secured
            Lender provides written notice to WPSC that it is no longer
            effective (which notice such Designated Secured Lender shall in any
            event give when it ceases to be one of DPC's Secured Lender(s)). DPC
            and DPC's Secured Lender(s) shall then supply to WPSC a new written
            designation, 

  76



<PAGE>


             irrevocable by DPC, designating one of DPC's Secured
            Lender(s) as the Designated Secured Lender authorized to give such
            notice(s).



DPC shall provide WPSC with a list of the names of all of
DPC's Secured Lender(s) on or before the Ownership Date, and will update such
list from time to time as appropriate. DPC's Secured Lender(s) shall furnish
WPSC with the address of the Lead Lender. The Lead Lender may change its address
for notices by providing written notice to the representatives of WPSC and DPC
designated pursuant to Section 26 and/or Section 27 hereof. Any communication
that WPSC is required to send to the Lead Lender pursuant to the terms of this
Agreement shall be effective if it is sent to the address for said Lead Lender
that has been furnished to WPSC by DPC's Secured Lender(s), unless said address
has been changed by the Lead Lender in accordance with the terms of this
paragraph, in which latter case WPSC's communication shall be effective if sent
to the address most-recently furnished to WPSC's designated representative by
the Lead Lender.

        (d) Failure To Pay or Perform by WPSC. (i) If WPSC
fails to make when due any payment required by, or defaults on any other
obligation under, this Agreement or any other contract entered into
pursuant to this Agreement (including but not limited to the Ground Lease, the
Confidentiality Agreement or the Easement), WPSC shall have sixty-five (65)
calendar days after written notice of such failure or default is received from
DPC in which to cure such failure or default (except that this 65-calendar day
period may be reduced as provided in Section 14(d)(ii)).

           
(ii) Subject to Section 14(a), in the event that WPSC fails
to make when due any payment required by this Agreement or by any contract
entered into pursuant to this Agreement (including but not limited to the EI
Agreement) to be made to DPC, the past due 

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<PAGE>

 payment shall bear interest from the
due date until paid at a per annum rate equal to the lesser of the WPSC Cost of
Capital or the highest rate then permitted under Applicable Law. If any such
failure to make payment when due has continued for more than sixty-five (65)
calendar days after written notice of such failure has been received by WPSC
from DPC, then WPSC shall cease to have any rights in the capacity or energy of
Weston 4 until such time as the failure has been completely cured; provided,
however, that if more than two failures by WPSC to make payment when due
under this Agreement or under any contract entered into pursuant to this
Agreement occur in any twelve (12)-month period (not counting any situation in
which WPSC does not make a payment in full because it is disputing that payment
in good faith pursuant to Section 14(a)), then beginning with the third such
failure the sixty-five (65)-day cure period set forth in this paragraph and
Section 14(d)(i) shall be reduced to ten (10) calendar days, and WPSC's cure
period shall remain at ten (10) calendar days unless and until WPSC timely makes
all payments under this Agreement and each contract entered into pursuant to
this Agreement for a period of two (2) consecutive years. For purposes of this
paragraph, a failure by WPSC to make payment when due under this Agreement or
under any contract entered into pursuant to this Agreement shall include,
without limitation, a failure by WPSC to make when due a payment under any
invoice, bill or demand for payment issued by DPC, or a failure by WPSC to pay
any judgment or arbitral award for monetary damages for default of any
provision, term or condition of this Agreement or any contract entered into
pursuant to this Agreement within the time period specified in such judgment or
arbitral award.

           
(iii) If WPSC fails to cure any failure to make payment by it
within the applicable cure period identified in Section 14(d)(ii), then DPC
shall have the right to petition a court for appointment of a temporary
replacement operator to operate Weston 4 and facilitate the 

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 implementation of
remedies on behalf of DPC. Such remedies may include the right to dispatch and
sell WPSC's share of the capacity and energy of Weston 4; provided, however,
that any profits earned on sales by DPC of WPSC's share of capacity and energy
shall be retained by DPC and credited to the outstanding liability owed by WPSC
to DPC; and provided, further, that this right to dispatch and
sell WPSC's share of the capacity and energy of Weston 4, and the replacement
operator's right to operate Weston 4, shall cease immediately when WPSC's
liability to DPC resulting from WPSC's failure to make payment has been fully
satisfied. Any replacement operator appointed pursuant to this paragraph must be
qualified by experience to operate Weston 4 in accordance with Good Utility
Practice.

           
(iv) No such failure or default referred to in
Section 14(d)(i) or (ii) shall relieve WPSC from any of its obligations
hereunder or under any contract entered into pursuant to this Agreement. The
remedies of DPC identified in this Section 14(d) are not intended to be
exclusive or to limit any other rights or remedies that DPC may have under the
circumstances (except that the circumstances in which WPSC will cease to have
any rights in the capacity and energy from Weston 4 shall be limited to those
specified in this Section 14(d), unless such cessation is caused by a
termination of this Agreement under Section 22 imposed by an arbitration panel
in a dispute resolution proceeding pursuant to Section 21, and except that the
circumstances in which a replacement operator for Weston 4 may be appointed
shall be limited to those specified in this Section 14(d)), or to limit the
right of either Company to pursue dispute resolution in good faith as provided
in Section 21, below. WPSC shall pay to DPC all reasonable attorneys' fees and
legal expenses arising from the enforcement of DPC's rights hereunder in the
event of a failure to make payment or other material default by WPSC that is not
cured within the applicable time periods provided in this Section 14 or that is
not subjected to 

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 dispute resolution pursuant to Section 14(a) in accordance with
the terms thereof; this provision shall not, however, supersede the provisions
in Sections 21(b) and 21(c) governing responsibility for costs incurred in
dispute resolution.

    (e) Right to Cure Other Company's Default. If either
Company fails to make when due any payment required by this Agreement or any
contract entered into pursuant to this Agreement to be made to any third Person,
then the other Company may, in addition to any other rights or remedies that it
may have, and if it so elects, make such payment and it shall, upon making such
payment, be entitled to recover the amount of such payment upon demand from the
defaulting Company, together with interest from the date of payment by the
non-defaulting Company to the date of reimbursement by the defaulting Company
calculated at a per annum rate equal to the lesser of the WPSC Cost of Capital
or the highest rate then permitted under Applicable Law.

Section 15. Renewals, Replacements, Additions and
Retirements.

    (a) Renewals and Replacements. Renewals and
replacements necessary for the operation of Weston 4 or the Weston New or
Existing Common Facilities shall be made as required by Good Utility Practice,
and shall be subject to WPSC's receipt of all necessary licenses, permits and
approvals as contemplated by Section 25. Renewals, replacements, additions and
retirements (and related dispositions and sales) shall be effected by WPSC
subject to the terms of this Agreement and the Joint Operating Manual, and the
general policies established by the Joint Plant Operating Committee.
Retirements, sales and other dispositions of Weston 4 property shall be effected
only in a manner consistent with the Companies' respective mortgage instruments
or indentures, if any.

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<PAGE>

    (b) Permanent Decommissioning;
Repowering. At such time as it deems appropriate,
the JPOC, or a delegated subcommittee thereof, shall undertake a study to
evaluate and determine a plan, schedule and estimated
cost for the decommissioning of Weston 4,
in accordance with Good Utility Practice and the requirements of Applicable Law.
The scope and expense of such study, and the identity of the
Person(s) who will undertake such study (whether employees of one or both of the
Companies or otherwise), shall be determined
by the JPOC in its discretion. The
decommissioning study may, if the JPOC
so determines, consider the
potential repowering of Weston 4,
and/or other feasible alternatives to decommissioning.
The study may be updated from time
to time when and as deemed
appropriate by the JPOC. Based upon the study as it may be updated and other
information that the JPOC deems relevant, the JPOC shall determine and implement
a plan of decommissioning,
when and as the JPOC deems appropriate. The Companies
shall be responsible for the decommissioning, demolition and disposal of Weston
4, in accordance with the requirements of Applicable Law.

    Section 16. Mutual Confirmation of Title. Each of the
Companies shall have the right to obtain title insurance verifying ownership of
its respective interests in Weston 4. The cost of such title insurance shall be
paid by the Company requesting the same. Within sixty (60) calendar days after
the date of this Agreement, WPSC shall provide DPC with evidence of WPSC's
current title to Weston 4, the Site and the Easement Property, as well as WPSC's
title to the Weston Existing and New Common Facilities and the real estate on
which they are (or will be) located.

    Section 17. Transferability of
Interests.

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<PAGE>

 

    (a) Policy. The relationship
of the Companies as tenants in common in Weston 4, the Weston New Common
Facilities and the Weston Existing Common Facilities, and as landlord (in the
case of WPSC) and tenant (in the case of DPC) under the Ground Lease, and as
grantor (in the case of WPSC) and grantee (in the case of DPC) under the
Easement, as provided by this Agreement, and the agreements herein for the
construction, operation and maintenance of Weston 4 and associated Weston New
and Existing Common Facilities by WPSC, are each undertaken in mutual trust and
confidence in the financial responsibility, engineering and operating
competence, efficiency and common objectives of the Companies. As used herein,
the term "Subject Properties" shall mean the Companies' respective
interests as tenants in common in Weston 4, the Weston New Common Facilities and
the Weston Existing Common Facilities, DPC's interests in the Ground Lease and
the Easement, and WPSC's ownership interest in the Site and the Easement
Property, and the Companies' respective rights under this Agreement and under
the EI Agreement. Because the effects of transfers of the interests of either of
the Companies upon the rights and interests of the other Company over the long
term of this Agreement cannot be determined at this time, it must be presumed
that such effects might be adverse. Therefore, each of the Companies, for the
protection of itself and the other Company, agrees that its interests in this
Agreement and its rights, title and interests in and to all Subject Properties
shall at all times during the term of this Agreement be subject to the
provisions of this Section 17.

     (b) Restrictions on Transfer--General.
Each Company agrees that during the term of this Agreement: (i) except as
specifically permitted under Section 17(c) below, neither its interest in this
Agreement nor its interest in any of the Subject Properties shall be assigned,
transferred or otherwise disposed of or permitted or required to be partitioned,
or shall be permitted to be subject to any lien or encumbrance of any character,
whether voluntarily or by operation of law, without the express, prior written
consent of the other Company; and (ii) no such assignment, transfer or disposal
shall take place unless and until all governmental or 

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 regulatory permits,
licenses or approvals necessary to effectuate such assignment, transfer or
disposal have first been obtained.

     (c) Restrictions on Transfer--Exceptions.
The provisions of Section 17(b)(i) above shall not restrict any of the
following, which may occur without the consent of the non-transferring Company:
(1) dispositions and sales incident to renewals or replacements of equipment or
components of Weston 4, the Weston New Common Facilities or the Weston Existing
Common Facilities in the normal course of business; or (2) the right of any
Company to subject its own interest in the Subject Properties to the lien of any
mortgage upon all or substantially all of its physical electric utility
property; or (3) the right of any purchaser on foreclosure of any such mortgage
to acquire any interest subject to any such mortgage; or (4) the right of any
Company to transfer voluntarily its interest in this Agreement or in the Subject
Properties as an incident of any sale, merger or other transfer of all or
substantially all of its electric facilities as an operating entirety, if the
transferee expressly assumes in writing all of the obligations of the transferor
under this Agreement and is qualified by experience to perform the transferor's
obligations under this Agreement in accordance with Good Utility Practice; or
(5) a change in Control of either Company, whereby a Company becomes Controlled
by Person(s) not in Control of said Company immediately prior to the change, but
the Company continues to maintain its interest in this Agreement and the Subject
Properties; or (6) the right of any Company to transfer its interest in this
Agreement or in the Subject Properties to any Affiliate of said Company, if the
Affiliate expressly assumes in writing all of the obligations of the transferor
Company under this Agreement and is qualified by experience
to perform the transferor's obligations under this Agreement in accordance with
Good Utility Practice, and provided
that the Affiliate (or any guarantor
of all of said Affiliate's obligations under this
Agreement) has a credit rating from Standard & Poor's Rating Group (a
division of McGraw Hill, Inc.)
or its successor that is no less than BBB+, or from Moody's Investor Services,
Inc., or its successor that is no less than Baa1, with stable outlook; or (7)
the granting of liens (except liens securing borrowed 

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 money), easements, leases,
licenses, restrictions, covenants, rights-of-way and other encumbrances by WPSC
after the date of this Agreement that do not materially interfere with the
operation of Weston 4 or the Weston New or Existing Common Facilities or with
DPC's rights under this Agreement, the Ground Lease, the EI Agreement or the
Easement, provided that any such liens, restrictions, covenants or encumbrances
under this subsection (7) do not attach to DPC's ownership interest in Weston 4
itself or DPC's ownership interest in the Weston New or Existing Common
Facilities (it being understood that DPC does not and will not have an ownership
interest in the Site or the Easement Property); or (8) sales or other transfers
by WPSC to the co-owner(s) of any New Unit that may be built at the Weston
Generating Station of a portion of WPSC's interests in the Weston New or
Existing Common Facilities, or in the land on which said New Unit may be built,
so long as such sale or transfer does not materially interfere with the
operation of Weston 4 or the Weston New or Existing Common Facilities or with
DPC's rights under this Agreement, the Ground Lease, the EI Agreement or the
Easement; the impact of any such New Unit upon Weston 4 and the Weston New and
Existing Common Facilities is governed by Sections 8(h) and 8(i) of this
Agreement. The exceptions in the foregoing Sections
17(c)(2), (3), (4), (5), (6), (7) or (8) shall not be deemed to allow either of
the Companies to grant, extend, transfer or permit to any mortgagee, purchaser
on foreclosure or other transferee of its interest in any of the Subject
Properties, any right to partition or to require partitioning of any of the
Subject Properties.

    In the event of a transfer by WPSC of the type described in
Section 17(c)(4), or a change in Control of WPSC of the type described in
Section 17(c)(5), in either case occurring after the In-Service Date, then the
aggregate cost allocations to DPC with respect to Indirect Costs shall not,
during the first full calendar year following the effective date of said
transfer or change of Control or in either of the next two succeeding calendar
years, exceed the Indirect Cost Cap (as that term is defined below) for that
calendar year. In the event of a transfer by WPSC of the type described in
Section 17(c)(6) occurring after the In-Service Date, then the

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 aggregate cost
allocations to DPC with respect to Indirect Costs shall not, during any calendar
year (beginning with the first full calendar year following the effective date
of said transfer), exceed the Indirect Cost Cap for that calendar year. For the
period between the effective date of any such transfer or change of Control and
January 1 of the first calendar year following such effective date (the
"Period"), the aggregate cost allocations to DPC with respect to
Indirect Costs shall not exceed an adjusted Indirect Cost Cap, determined by
multiplying the Indirect Cost Cap for the first full calendar year following
such effective date by a fraction, the numerator of which is the number of
calendar days in the Period and the denominator of which is 365.

    For any transfer by WPSC, or any change in Control of WPSC,
of the types described in the immediately preceding paragraph, the
"Indirect Cost Cap" for the first full calendar year following the
effective date of such transfer or change shall be an amount equal to 120% of
the aggregate cost allocations to DPC with respect to Indirect Costs under
Section 06 of the Joint Operating Manual during the twelve-month period ending
on the effective date of said transfer or change (the "Initial Indirect
Cost Cap"). The Indirect Cost Cap for each succeeding calendar year shall
be equal to the Initial Indirect Cost Cap escalated by the aggregate percentage
change in the Employment Cost Index for Private Industry, All Workers, Wages and
Salaries, Index Number, Seasonally Adjusted - ECS20002I, issued by the Bureau
of Labor Statistics of the United States Department of Labor, from January 1 of
the first calendar year following the effective date of said transfer or change
through the December 31 immediately preceding the calendar year for which the
Indirect Cost Cap is being calculated. If this Employment Cost Index is no
longer published, the JPOC shall identify an appropriate replacement index.

     (d) Consent as Necessary for
Bonding. Each of the Companies hereby consents that the restrictions of this
Section 17 on transfer and on any right of partition, and any 

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 other restriction,
term or condition of this Agreement, shall be and hereby are waived and shall be
inapplicable to the extent (but only to the extent) that it shall be finally
determined, by a court of competent jurisdiction or an arbitrator(s) in an
action or proceeding to which the Companies and their respective mortgagees are
parties, that such restriction, term or condition would disqualify the interest
of one of the Companies in the Subject Properties from eligibility as the basis
for the issuance of additional bonds under their respective mortgage indentures
as in effect as of the date of this Agreement.

     (e) Other Properties; Common
Facilities. Subject to the last sentence of this Section 17(e), nothing in
this Section 17 or elsewhere in this Agreement shall restrict in any way WPSC's
ability to sell, assign or otherwise transfer any of its right, title or
interest in any real property, equipment, facilities or assets of or at the
Weston Generating Station other than the Subject Properties. Any transfer of
right, title or interest to any Weston New or Existing Common Facilities shall
be expressly made subject to the rights of use of such Weston New or Existing
Common Facilities by the co-owners of Weston 4 as set forth herein, and the
Companies shall record an appropriate memorandum or other notice of this
restriction in the appropriate land records.

    Section 18. Power and Energy. Except
to the extent provided otherwise in this Agreement or in the Joint Operating
Manual, each Company, from and after the In-Service
Date of Weston 4, shall at all times have full ownership of and entitlement to
its Ownership Share of Weston 4 capacity and the associated amount of net Weston
4 energy that is transmitted and delivered from Weston 4 to the ATC transmission
system. Weston 4 shall be dispatched in accordance with Good Utility Practice,
the operating characteristics of the unit and the limits and practices imposed
by the owner or operator of the transmission system or market authority having
jurisdiction. Specific dispatch principles are set forth in Section 13 of the
Joint Operating Manual. These principles may be modified by the JPOC from time
to time as needed to reflect industry changes. If the dispatch principles are
modified by the JPOC over DPC's objection, the 

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 modification will become
effective upon adoption, but it may be challenged by DPC on a prospective basis
through the dispute resolution mechanism set forth in Section 21 if such
modification would conflict with the dispatch principles set forth in this
section, or would result in a disproportionate limitation on DPC's Ownership
Share of the capacity and energy from Weston 4. Notwithstanding anything to the
contrary in this Agreement or the Joint Operating Manual, however, there is no
guarantee that either of the
Companies will be able to obtain transmission for its
share of the net Weston 4 energy once it has been delivered to the ATC
transmission system.

    DPC shall keep WPSC informed as to the
amount of power it requests to be generated for it from Weston 4. Subject to its
capability, operating conditions, and necessary or unavoidable outages, Weston 4
shall be operated so as to produce a minimum output equal to the sum of the
power requirements of the Companies therefrom. WPSC shall keep DPC informed as
to the maximum amount of power available from Weston 4 from time to time. WPSC
shall also provide DPC with such generation output testing data and other
information as DPC shall reasonably require in order to obtain and maintain
accreditation of DPC's share of capacity from Weston 4 by MAPP.

    Weston 4 will be dispatched by each
Company in accordance with the dispatch principles set forth herein or in the
Joint Operating Manual (except as may be otherwise permitted by the JPOC),
subject in any event to the minimum dispatch limits of the unit, and dispatch
limits imposed by the owner or operator of the transmission system or market
authority having jurisdiction. Minimum dispatch limits will be set with the
general intent of maintaining supercritical operation, but will provide the
right for either Company to dispatch Weston 4 at a lower power level provided
that such Company compensates the other Company for any increased costs due to
the reduced efficiency of the unit, except when the lower power levels are the
result of limits imposed by the transmission system owner or operator. Such
dispatch principles will allow for the Companies' ability to set hourly
schedules on a day-ahead basis and 

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 will include provisions for reasonably
changing those hourly schedules to accommodate changing needs. The Companies
shall have a proportional interest in Weston 4's ramp rate. If a Company will
not be dispatching all or a portion of its share of Weston 4 and transmission is
available, the other Company shall have the right to dispatch the portion that
is not being dispatched. The compensation for a Company's dispatch of all or a
portion of the other Company's share of Weston 4 shall be based upon the
Variable Dispatch Cost of operating Weston 4, plus an adder of 15% of Variable
Dispatch Cost for energy dispatched by one Company that exceeds an agreed-upon
threshold from the other Company's share of Weston 4; this compensation amount
or methodology may be changed from time to time as unanimously agreed by the
JPOC, or as required to be compliant with compensation practices of any market
authority having jurisdiction; moreover, nothing in this Section restricts the
Companies from agreeing to sell excess energy to each other at
mutually-agreeable prices. The Companies acknowledge that
each Company shall be entitled to its respective Ownership Share of any
compensation paid by the Midwest ISO for ancillary services furnished to the
Midwest ISO by Weston 4. The Companies specifically agree to cooperate
reasonably through the JPOC in creating and modifying as necessary dispatch
principles that are appropriate in a developing
market.

    Section 19. Additional System
Transmission Requirements; Certain Transmission Issues. Expenditures will be
necessary for generator interconnection facilities and substation(s) to assure
the required availability of Weston 4 capability, as described in Section 04 of
the Joint Operating Manual.

    The Companies shall jointly bear all
costs, liabilities and risks associated with the transmission and delivery of
Weston 4 energy to the high side(s) of the point(s) of interconnection between
Weston 4 and the ATC transmission system, in proportion to their Ownership
Shares in Weston 4. The Companies shall dispatch their respective shares of
Weston 4 in accordance with the dispatch principles set forth in Section 13 of
the Joint Operating 

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 Manual, as it may be modified from time to time by the JPOC.
WPSC shall bear all costs, liabilities and risks associated with the
transmission and delivery of Weston 4 energy from the ATC transmission system to
its own distribution system. DPC shall bear all costs, liabilities and risks
associated with the transmission and delivery of Weston 4 energy from the ATC
transmission system to its own distribution system.

    Section 20. Waivers. In order
to be effective, any waiver at any time by either Company of any
of its rights or remedies
with respect to a default under this Agreement, the Joint Operating Manual, the
Ground Lease, the EI Agreement, the Confidentiality Agreement or the Easement,
or with respect to any other matter arising in connection with this Agreement,
the Joint Operating Manual, the Ground Lease, the EI Agreement, the
Confidentiality Agreement or the Easement, must be made in a writing signed by
such Company, and any such waiver shall not be deemed to be a waiver with
respect to any subsequent default or matter. Any delay, short of the statutory
period of limitation, in asserting or enforcing any right or remedy under this
Agreement, the Joint Operating Manual, the Ground Lease, the EI Agreement, the
Confidentiality Agreement or the Easement shall not be deemed a waiver of such
right or remedy.

    Section 21. Dispute Resolution.

    (a) Consensual Resolution. The
Companies undertake to work together in good faith to resolve by negotiation and
agreement any claim or dispute that may arise out of this Agreement, the Joint
Operating Manual, the Ground Lease, the EI Agreement, the Confidentiality
Agreement or the Easement. The initial discussions shall be conducted by the
Companies' respective representatives on the JPOC or their designees with
knowledge of the subject matter of the claim or dispute. If, notwithstanding the
good faith efforts of these representatives, these discussions do not resolve
the dispute within fifteen (15) calendar days after one Company first notifies
the 

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 other Company of the existence of the claim or dispute, the matter shall be
referred to a senior management representative of each Company to try to reach
consensual resolution of the dispute.

    (b) Mediation. Any claim or dispute between the
Companies arising out of or relating to this Agreement, the Joint Operating
Manual, the Ground Lease, the EI Agreement, the Confidentiality Agreement or the
Easement that is not settled through the good faith negotiations of the senior
management representatives of the Companies within fifteen (15) calendar days
after the claim or dispute is referred to them pursuant to subsection (a) above
shall be submitted to mediation upon the written request of either of them. Any
such request by a Company shall be delivered to the other Company, and shall
specify the issue or issues in dispute and summarize the claim with respect
thereto. Within five (5) business days after receipt of such a request,
authorized representatives of both Companies shall meet and attempt to agree
upon appointment of a mediator. If such agreement is not reached promptly,
either Company may request assistance from the CPR Institute for Dispute
Resolution in the selection of a mediator in accordance with the CPR Mediation
Procedure then in effect, which procedure shall govern the conduct of the
mediation in the absence of contrary agreement by both Companies. The costs of
the mediation shall be shared equally by the Companies, and each Company shall
bear its own attorneys' fees and costs incurred in connection with the mediation
proceedings.

    (c) Arbitration. If any claim
or dispute is not resolved through mediation pursuant to subsection (b) above
within sixty (60) calendar days after the mediator is appointed, the claim or
dispute shall be resolved through binding arbitration by a panel of three (3)
independent and impartial arbitrators; each Company shall choose one of the
arbitrators, and the two arbitrators so chosen shall choose the third. The
arbitration shall be conducted under the CPR Institute for Dispute Resolution
Rules for Non-Administered Arbitration. The arbitrators shall have full power
and authority to enforce this Agreement, the Joint Operating Manual, the Ground
Lease, the EI Agreement, the Confidentiality Agreement and the Easement
according to their respective express terms, but not to alter or add to or
disregard those terms. Subject to the express 

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 limitations on liability and
disclaimers set forth in this Agreement, the Joint Operating Manual, the Ground
Lease, the EI Agreement, the Confidentiality Agreement and the Easement, the
arbitrators may award any remedy or relief that a court with jurisdiction over
the matter might award. The arbitrators shall promptly conduct a hearing in
Wisconsin, and, within thirty (30) calendar days thereafter, unless such time is
extended by agreement of all parties involved, shall notify the Companies in
writing of their decision. The costs of the arbitration shall be shared equally
by the Companies, and each Company shall bear its own attorneys' fees and costs
incurred in connection with the arbitration proceedings. Judgment on the award
rendered by the arbitrators may be entered by any court having jurisdiction
thereof. This Section 21 shall not, however, impair the right of either Company
to seek interlocutory relief from any court of competent jurisdiction, pending
and/or in aid of mediation or arbitration, in the event that Company is
confronted with a genuine risk that it will suffer irreparable injury before
relief can reasonably be anticipated in the mediation or arbitral forum.

    Section 22. Term of Agreement.
This Agreement shall continue in full force and effect until the earliest to
occur of: (a) the date, if any, that either DPC or WPSC exercises any of its
respective termination rights set forth in Section 3; (b) the date, if any, the
Companies mutually agree to terminate this Agreement (in which case the
Companies must also at that time address post-termination issues and liabilities
and the disposition of their respective interests in Weston 4 and the Weston New
and Existing Common Facilities); (c) subject
to the limitation on the ability of WPSC to terminate set forth in Section
14(c)(iii), the date, if any, following a material breach of this Agreement by a
Company that is not timely cured pursuant to Section 14 that a final decision of
the arbitrators under Section 21 concludes that termination of this Agreement is
an appropriate remedy (in this event, however, the decision of the arbitrators
must also address post-termination issues and liabilities and the appropriate
disposition of the Companies' respective interests in Weston 4 and the Weston
New and Existing Common Facilities, and under the Ground Lease and the
Easement); or (d) the date on which the total or

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 substantial demolition or
disposal of Weston 4 is completed and paid for. Termination
of this Agreement shall not affect those rights and obligations of the Companies
that accrued prior to termination; without limiting
the foregoing, termination (except for a termination pursuant to Section 3)
shall not affect the Companies' responsibility for the decommissioning,
demolition and disposal of Weston 4. Any generating unit at the Weston
Generating Station other than Weston 4 may be retired by WPSC in its sole
discretion, but in that event suitable post-retirement arrangements will be made
with the owner(s) of Weston 4 regarding any Common Facilities affected by such
retirement.

    Section 23. Amendments. This
Agreement may be amended from time to time only by an instrument or instruments
in writing signed by the Companies (or by their respective permitted successors
or permitted assigns).

    Section 24. Successors and Assigns.
This Agreement shall inure to the benefit of and bind the Companies and their
respective permitted successors and permitted assigns, but it may be assigned in
whole or in part only in accordance with Section 17 above.

    Section 25. Regulatory Authority.
This Agreement, and all of its provisions, shall be subject to the approval of
the RUS, and to the authority of the PSCW and of any other governmental
authority(ies) having jurisdiction over the Companies, Weston 4, or the subject
matter of this Agreement. The exercise of each Company's respective rights,
duties and obligations under this Agreement, the Joint Operating Manual, the
Ground Lease, the Easement and the EI Agreement shall at all times be subject to
the receipt of all licenses, permits and approvals that are necessary from time
to time from all governmental and regulatory bodies having jurisdiction.

    Section 26. Representatives.
Each Company, by written notice signed by an executive officer and delivered to
the other Company, shall designate one representative and one alternate to
receive notices and communications from the other Company with respect to the
subject 

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 matter of this Agreement, the Ground Lease, the Easement and the EI
Agreement and to deliver to the other Company, on behalf of the representative's
Company, notices, communications, decisions and approvals concerning the subject
matter of this Agreement, the Ground Lease, the Easement and the EI Agreement.
The manner of making any decision by any Company or giving any approval by a
Company shall be determined by such Company for itself; but any communication
received by a Company from a Person designated as a representative of the other
Company pursuant to the preceding sentence (unless such designation shall have
been previously revoked as provided in Section 27) may be conclusively relied
upon by the recipient as having been authorized by said other Company.

    Section 27. Change of
Representatives. Any designation by a Company pursuant to Section 26 may be
revoked by such Company by designating a substitute representative or alternate
by a written notice signed by an executive officer and delivered to the other
Company.

    Section 28. Relationship of
Companies. The Companies do not intend to create by this Agreement or by any
grant, lease or license related hereto any association, joint venture, trust,
fiduciary relationship or partnership, or to impose or confer on any Person
other than the Companies any rights or obligations hereunder. Following the
Ownership Date, the Companies shall, in accordance with
Section 1.761-2(b)(2)(i) of the Treasury Regulations, make an election
under Section 761(a) of the Code not to be treated as a partnership for federal
and Wisconsin income taxation. DPC shall not have by virtue of this Agreement,
the Joint Operating Manual or any such grant, lease or license any right or
power to bind WPSC in any respect without WPSC's express, prior written consent.
Except as expressly provided in this Agreement, WPSC shall not have by virtue of
this Agreement, the Joint Operating Manual, or any such grant, lease or license
the right or power to bind DPC without DPC's express, prior written consent.

 

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    Section 29. Force Majeure.
Neither Company shall be liable to the other for any failure of or delay in
performance under this Agreement, the Joint Operating Manual, the Ground Lease
or the Easement (other than any failure to make any payment at the time it is
due and owing) to the extent said Company is an Excused Party and the failure or
delay is due to the occurrence of Force Majeure. The Excused Party shall notify
the other Company of the occurrence and estimated duration of the Force Majeure
event with reasonable promptness after the Excused Party becomes aware of said
event. The Excused Party shall use commercially reasonable efforts to overcome
the effects of the Force Majeure event and resume full performance as soon as
reasonably practicable.

    Section 30. Agent for Scheduling
and Dispatch. The Companies agree that either Company may appoint a
third-party agent for purposes of scheduling and dispatch of its respective
share of the output of Weston 4; provided, however, that such
agent must be disclosed to the other Company and must sign and agree to be bound
by a confidentiality, non-use and non-disclosure agreement as provided under the
Confidentiality Agreement. WPSC recognizes that DPC intends to appoint GEN-SYS
Energy as its agent for that purpose.

      Section 31. WPSC
  Representations. WPSC represents and warrants to DPC that
  as of the date of this Agreement:


   (a) Organization and
  Qualification. WPSC is a corporation duly organized and in existence under
  the laws of the State of Wisconsin. WPSC has all necessary power and authority
  to carry on its business as presently conducted, to own or hold its properties
  and to enter into and perform its obligations under this Agreement.



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   (b) Authorizations, Approvals,
  No Defaults. The execution, delivery and performance of this Agreement by
  WPSC (i) have been duly authorized by all requisite corporate action, (ii) do
  not require any approval, except as has been heretofore obtained, from the
  board of directors or shareholders of WPSC, (iii) to the best of WPSC's
  knowledge will not conflict with any provisions of any Applicable Laws and
  (iv) will not conflict with, result in the material breach of, constitute a
  material default under, or accelerate performance required by any material
  covenant, agreement, understanding, decree or order to which it is a party or
  by which it or any of its properties or assets is bound or affected.
  This Agreement has been duly executed and delivered by WPSC, and it
  constitutes the valid and binding obligation of WPSC, enforceable against WPSC
  in accordance with its terms, except as enforceability may be limited by
  bankruptcy, insolvency, reorganization and other similar laws affecting the
  rights of creditors generally.

   (c) Governmental Approvals. Except
  as otherwise expressly provide herein, the execution and delivery by WPSC of
  this Agreement do not require the consent or approval of, the giving of notice
  to, the registration with, the recording or filing of any document with, or
  the taking of any other action in respect of any governmental or regulatory
  authority which has not previously been obtained or accomplished.

   (d) Legal Proceedings. Other
  than any proceedings challenging the First Approval or the air permit for
  Weston 4 that are pending on the date of this Agreement, there is no action,
  suit or proceeding, at law or in equity, or official investigation by or
  before any governmental or regulatory authority, arbitral tribunal or other
  body pending or, to the actual knowledge of WPSC threatened, against or
  affecting WPSC or any of its properties, rights or assets, which could
  reasonably be expected to result in a material adverse effect on 



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   WPSC's
  ability to perform its obligations under this Agreement or on the validity or
  enforceability of this Agreement.

   (e) Environmental Warranties.
  Except for the conditions described in Attachment 10
  hereto, and bearing in mind that WPSC's Environmental
  Department has not conducted a formal environmental assessment of the Site or
  of the Easement Property (collectively, the "Property"), WPSC's
  Environmental Department has no knowledge of
  (i) the release or disposal of any hazardous wastes
  or toxic substances on the
  Property in a quantity, concentration
  or amount that would present a threat to human health or the environment,
  (ii) the existence of any underground or aboveground
  storage tanks on the Property, or
  (iii) the presence of asbestos or polychlorinated
  biphenyls ("PCBs") on the Property (but WPSC emphasizes that
  asbestos and/or PCBs may be or may have been incorporated
  into certain products or materials in such a way that WPSC's Environmental
  Department would have no knowledge of their presence). Except in connection
  with certain of the conditions described in Attachment 10 hereto, with respect
  to the Property, neither WPSC's Environmental Department nor WPSC's managers
  of the Weston Generating Station have made, filed or caused to be made or
  filed any report of a release or spill pursuant to Section 292.11(2),
  Wis. Stats., and/or NR 706, Wis. Admin. Code or 42 U.S.C. Section 9603(a).
  The Property is not listed or proposed for listing, and
  WPSC's Environmental Department has received no notice
  or information that the Property is
  threatened to be listed, on the
  National Priorities List by the United States Environmental
  Protection Agency or on any similar listing maintained by the State of
  Wisconsin, and WPSC's Environmental Department has had
  no discussions with state or
  federal officials concerning the possibility of such listings.



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      Section 32. DPC
  Representations. DPC represents and warrants to
  WPSC that as of the date of this Agreement:


   (a) Organization and
  Qualification. DPC is a cooperative association duly organized and in
  existence under the laws of the State of Wisconsin. DPC has all necessary
  power and authority to carry on its business as presently conducted, to own or
  hold its properties and to enter into and perform its obligations under this
  Agreement.

   (b) Authorizations, Approvals,
  No Defaults. The execution, delivery and performance of this Agreement by
  DPC (i) have been duly authorized by all requisite corporate action, (ii) do
  not require any approval, except as has been heretofore obtained, from the
  board of directors or members of DPC, (iii) to the best of DPC's knowledge
  will not conflict with any provisions of any Applicable Laws and (iv) will not
  conflict with, result in the material breach of, constitute a material default
  under, or accelerate performance required by any material covenant, agreement,
  understanding, decree or order to which it is a party or by which it or any of
  its properties or assets is bound or affected. This
  Agreement has been duly executed and delivered by DPC, and it constitutes the
  valid and binding obligation of DPC, enforceable against DPC in accordance
  with its terms, except as enforceability may be limited by bankruptcy,
  insolvency, reorganization and other similar laws affecting the rights of
  creditors generally.

   (c) Governmental Approvals.
  Except as otherwise expressly provided herein, and except for the express
  approval of the RUS, the execution and delivery by DPC of this Agreement do
  not require the consent or approval of, the giving of notice to, the
  registration with, the recording or filing of any document with, or the taking
  of any other action 

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   in respect of any governmental or regulatory authority
  which has not previously been obtained or accomplished.

   (d) Legal Proceedings. Other
  than any proceedings challenging the First Approval or the air permit for
  Weston 4 that are pending on the date of this Agreement, there is no action,
  suit or proceeding, at law or in equity, or official investigation by or
  before any governmental or regulatory authority, arbitral tribunal or other
  body pending or, to the actual knowledge of DPC threatened, against or
  affecting DPC or any of its properties, rights or assets, which could
  reasonably be expected to result in a material adverse effect on DPC's ability
  to perform its obligations under this Agreement or on the validity or
  enforceability of this Agreement.



    Section 33. Survival of
  Warranties and Representations. The warranties and representations of the
  Companies shall survive the closing of the transfer by WPSC
  to DPC of DPC's
  Ownership Share in Weston 4.

       Section 34. Confidentiality
  Agreement. The Companies are entering into a Confidentiality Agreement of
  even date herewith. This Confidentiality Agreement shall apply to, without
  limitation, all information, data and materials exchanged between the
  Companies under or in connection with this Agreement, the Joint Operating
  Manual, the Ground Lease, the EI Agreement or the Easement.

    Section 35. Taxes. Whether or not any Section of this
Agreement specifically refers to taxes, with respect to all transactions arising
under or contemplated by this Agreement or any contract entered into pursuant to
this Agreement, each of WPSC and DPC shall be liable for its Ownership Share (or
Existing or New Common Ownership Share, as 

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 applicable), at the time the taxable
event occurred, for any and all applicable sales and use taxes or transfer fees
under Chapter 77, Wis. Stats., and any and all federal or state excise, car-line
or similar taxes; provided, however, that in any transfer of
property between the Companies that is subject to said Chapter 77, the tax or
fee shall be the obligation of the transferee in its entirety. The Companies
shall cooperate in good faith to provide such certificates, design such systems
and seek such administrative guidance as may be required or helpful to properly
charge and report the minimum taxes legally due under this Agreement or any
contract entered into pursuant to this Agreement. Income taxes and license fee
taxes under section 76.28 and section 76.48 Wis. Stats. shall be the obligation
of the Company subject to such taxes. The Companies further agree to cooperate
in the audit and assessment of taxes shared under this Section 35 and to share
the costs thereof based upon their respective Ownership Shares (or Existing or
New Common Ownership Shares, as applicable), at the time the event giving rise
to the tax occurred.

      Section 36. Governing Law; Entire Agreement. This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Wisconsin (without regard to principles of conflicts of laws).
  This Agreement, together with the Joint Operating Manual and the
  Confidentiality Agreement referenced in Section 34,
  constitutes the entire agreement between WPSC and DPC, superseding all prior
  oral and written agreements, policies, understandings, representations and
  negotiations between the Companies on the subject matter hereof, including but
  not limited to that certain Letter of Intent between the Companies dated
  February 9, 2004, as amended;
  and there are no conditions affecting this Agreement that are not expressed
  herein or in the Joint Operating Manual.

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    IN WITNESS WHEREOF, each of the
Companies has caused this Agreement to be executed by its duly authorized
officer as of the day and year first above written.


  
    
      
 WISCONSIN PUBLIC SERVICE CORPORATION

 By: /s/ Charles A. Schrock


 Name: Charles A. Schrock

 Title: President and COO - Generation

    

  





Attest:


/s/ Barth J. Wolf


Secretary


  
    
      
 DAIRYLAND POWER COOPERATIVE

 By: /s/ William L. Berg


 Name: William L. Berg

 Title: President and CEO

Attest:

    

  






/s/ Laurie A. Engen


Assistant Secretary


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