<PAGE>

Exhibit 10.1

Western Systems Power Pool.
Rate Schedule FERC No. 6


                           Western Systems Power Pool
                                    Agreement


                    (C) Western Systems Power Pool, Inc. 2003
                               All rights reserved


Issued by: Michael E. Small, General Counsel         Effective: February 1, 2004
           to Western Systems Power Pool
Issued on: November 19, 2003

<PAGE>


Western Systems Power Pool                             First Revised Sheet No. 1
Rate Schedule FERC No. 6                        Superseding Original Sheet No. 1

                                TABLE OF CONTENTS

                                                                            PAGE

1.   PARTIES...................................................................4

2.   RECITALS..................................................................4

3.   AGREEMENT.................................................................5

4.   DEFINITIONS...............................................................5

5.   TERM AND TERMINATION.....................................................11

6.   SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF...................12

7.   ADMINISTRATION...........................................................13

8.   EXECUTIVE AND OPERATING COMMITTEES.......................................16

9.   PAYMENTS................................................................20B

10.  UNCONTROLLABLE FORCES....................................................22

11.  WAIVERS..................................................................24

12.  NOTICES..................................................................24

13.  APPROVALS................................................................25

14.  TRANSFER OF INTEREST IN AGREEMENT........................................27

15.  SEVERABILITY.............................................................28

16.  MEMBERSHIP...............................................................28

17.  RELATIONSHIP OF PARTIES.................................................29A

18.  NO DEDICATION OF FACILITIES..............................................30


Issued by: Michael E. Small, General Counsel          Effective: October 1, 2003
           to Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            Second Revised Sheet No. 2
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 2

                                TABLE OF CONTENTS

                                                                            PAGE

19.  NO RETAIL SERVICES.......................................................30

20.  THIRD PARTY BENEFICIARIES................................................30

21.  LIABILITY AND DAMAGES....................................................30

22.  DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND
     CONFIRMATION AGREEMENTS..................................................34

22A. DEFAULT IN PAYMENT OF WSPP OPERATING COSTS...............................41

23.  OTHER AGREEMENTS.........................................................43

24.  GOVERNING LAW............................................................43

25.  JUDGMENTS AND DETERMINATIONS.............................................43

26.  COMPLETE AGREEMENT.......................................................44

27.  CREDITWORTHINESS.........................................................44

28.  NETTING..................................................................46

29.  TAXES...................................................................47A

30.  CONFIDENTIALITY..........................................................48

31.  TRANSMISSION TARIFF......................................................49

32.  TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS...........................49

33.  PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS
     UNDER SERVICE SCHEDULES.................................................52A

34.  DISPUTE RESOLUTION.......................................................53

35.  FORWARD CONTRACTS........................................................56


Issued by: Michael E. Small, General Counsel          Effective: October 1, 2003
           to Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            Fourth Revised Sheet No. 3
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 3

                                TABLE OF CONTENTS

                                                                            PAGE

36.  TRADE OPTION EXCEPTION...................................................56

37.  ADDITIONAL REPRESENTATIONS AND WARRANTIES................................57

38.  FLOATING PRICES..........................................................58

39.  AMENDMENT...............................................................58B

40.  EXECUTION BY COUNTERPARTS...............................................58C

41.  WITNESS..................................................................59

EXHIBIT A: NETTING

EXHIBIT B: FORM OF COUNTERPARTY GUARANTEE AGREEMENT

EXHIBIT C: SAMPLE FORM FOR CONFIRMATION

EXHIBIT D: WSPP MEDIATION AND ARBITRATION PROCEDURES

SERVICE SCHEDULES

     A.  ECONOMY ENERGY SERVICE

     B.  UNIT COMMITMENT SERVICE

     C.  FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE

LIST OF MEMBERS


Issued by: Michael E. Small, General Counsel          Effective: October 1, 2003
           to Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>


Western Systems Power Pool                                  Original Sheet No. 4
Rate Schedule FERC No. 6

1.   PARTIES:

            The Parties to this Western Systems Power Pool Agreement
            (hereinafter referred to as "Agreement") are those entities that
            have executed this Agreement, hereinafter sometimes referred to
            individually as "Party" and collectively as "Parties," but excluding
            any such entity that withdraws its participation in the Agreement.

2.   RECITALS:

     2.1    The WSPP experiment has been successfully concluded. Its main
            purpose was to determine the feasibility of a marketing arrangement
            which would increase the efficiency of interconnected power system
            operations above that already being accomplished with existing
            agreements through increased market knowledge and market pricing of
            commodities.

     2.2    The Parties now desire to proceed with a similar marketing
            arrangement on a long term basis for prescheduled and real-time
            coordinated power transactions, such as economy energy transactions,
            unit commitment service, firm system capacity/energy sales or
            exchanges. Accordingly, this Agreement, together with any applicable
            Confirmation Agreement, sets forth the terms and conditions to
            implement these services within any applicable rate ceilings set
            forth in the Service Schedules in conformance with FERC orders where
            applicable.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            Second Revised Sheet No. 5
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 5

     2.3    Each Party meets the membership requirements set out in Section 16.

     2.4    The Parties are willing to utilize their respective electric
            generation and transmission systems or contractual rights thereto to
            the extent of their respective obligations which are set forth in
            this Agreement.

3.   AGREEMENT:

            In consideration of the mutual covenants and promises herein set
            forth, the Parties agree as follows:

4.   DEFINITIONS:

            The following terms, when used herein with initial capitalization,
            whether in the singular or in the plural, shall have the meanings
            specified:

     4.1    Agreement: This Western Systems Power Pool Agreement, including the
            Service Schedules and Exhibits attached hereto, as amended;
            provided, however, that Confirmation Agreements are not included
            within this definition.

     4.1a   Administrative Committee: A sub-committee of the Executive Committee
            in accordance with Section 8.1.2.

     4.1aa  Broker: An entity or person that arranges trades or brings together
            Purchasers and Sellers without taking title to the power.

     4.1b   Business Day(s): Any day other than a Saturday or Sunday or a
            national (United States or Canadian, whichever is applicable)
            holiday. United States holidays shall be holidays observed by
            Federal Reserve member banks in New York City.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 5A
Rate Schedule FERC No. 6

            Where both the Seller and the Purchaser have their principal place
            of business in the United States, Canadian holidays shall not apply.
            Similarly, where both the


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                             Third Revised Sheet No. 6
Rate Schedule FERC No. 6                  Superseding Second Revised Sheet No. 6

            Seller and the Purchaser have their principal place of business in
            Canada, UnitedStates holidays shall not apply. In situations where
            one Party has its principal place of business within the United
            States and the other Party's principal place of business is within
            Canada, both United States and Canadian holidays shall be observed.

     4.1c   California ISO: The California Independent System Operator
            Corporation or any successor organization.

     4.1d   Confirmation Agreement(s): Any oral agreement or written
            documentation for transactions under the Service Schedules which
            sets forth terms and conditions for transactions that are in
            addition to, substitute, or modify those set forth in the Agreement.
            A sample written confirmation document is included as Exhibit C.
            Section 32 of this Agreement provides for such Confirmation
            Agreements. The Parties may agree to modify terms of this Agreement
            for more than one transaction pursuant to a separate written
            agreement. The changes to the Agreement agreed to through such
            written agreements shall be considered part of the Confirmation
            Agreement and shall apply to all transactions entered into between
            the two Parties under the Agreement unless the Parties specifically
            agree to override such changes for a particular transaction
            consistent with Section 32 of this Agreement.

     4.1e   Contract Price: The price agreed to between the Seller and the
            Purchaser for a transaction under the Agreement and any Confirmation
            Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 6A
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 6A

     4.1f   Contract Quantity: The amount of electric energy and/or capacity to
            be supplied for a transaction under a Service Schedule as agreed to
            through any Confirmation Agreement.

     4.2    Control Area: Shall mean an electric system capable of regulating
            its generation in order to maintain its interchange schedule with
            other electric systems and to contribute its frequency bias
            obligation to the interconnection as specified in the North
            American Electric Reliability Council (NERC) Operating Guidelines.

     4.2a   Costs: As defined in Section 22.3 of this Agreement.

     4.2b   Dealer: An entity or person that buys or sells power and takes title
            to the power at some point.

     4.2c   Defaulting Party: As defined in Section 22.1 of this Agreement.

     4.2d   Determination Period: As defined in Section 38.2 of this Agreement.

     4.3    Economy Energy Service: Non-firm energy transaction whereby the
            Seller has agreed to sell or exchange and the Purchaser has agreed
            to buy or exchange energy that is subject to immediate interruption
            upon notification, in accordance with the Agreement, including
            Service Schedule A, and any applicable Confirmation Agreement.


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            Second Revised Sheet No. 7
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 7

     4.4    Electric Utility: An entity or lawful association which (i) is a
            public utility, Independent Power Producer, or Power Marketer
            regulated under applicable state law or the Federal Power Act, or
            (ii) is exempted from such regulation under the Federal Power Act
            because it is the United States, a State or any political
            subdivision thereof or an agency of any of the foregoing, or a Rural
            Utilities Service cooperative, or (iii) is a public utility,
            Independent Power Producer, or Power Marketer located in Canada or
            Mexico that is similarly regulated.

     4.4a   ERCOT: Electric Reliability Council of Texas, Inc., the corporation
            that administers Texas's power grid and is a regional reliability
            council.

     4.4b   Event of Default: As defined in Section 22.1 of this Agreement.

     4.5    Executive Committee: That committee established pursuant to Section
            8 of this Agreement.

     4.6    FERC: The Federal Energy Regulatory Commission or its regulatory
            successor.

     4.7    Firm Capacity/Energy Sale or Exchange Service: Firm capacity and/or
            energy transaction whereby the Seller has agreed to sell or exchange
            and the Purchaser has agreed to buy or exchange for a specified
            period available capacity with or without associated energy which
            may include a Physically-Settled Option and a capacity transaction
            in accordance with the Agreement, including Service Schedule C, and
            any applicable Confirmation Agreement.


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 7A
Rate Schedule FERC No. 6

     4.7a   First Party: As defined in Section 27 of this Agreement.

     4.7b   Floating Price: As defined in Section 38.1 of this Agreement.

     4.7c   Gains: As defined in Section 22.3 of this Agreement.

     4.7d   Guarantee Agreement: An agreement providing a guarantee issued by a
            parent company or another entity guaranteeing responsibility for
            specific obligations for transactions under this Agreement and
            Confirmation Agreements. A sample form of guarantee is provided in
            Exhibit B.

     4.7e   Guarantor: The entity providing a guarantee pursuant to a Guarantee
            Agreement.


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            Second Revised Sheet No. 8
Rate Schedule FERC No. 6                   Superseding First Revised Sheet No. 8

     4.8    Hub: An electronic communication center that functions as a central
            point to electronically receive and assemble data for offers to buy
            or sell power or transmission service from each Party and make that
            data electronically available concurrently to all Parties.

     4.9    Incremental Cost: The forecasted expense incurred by the Seller in
            providing an additional increment of energy or capacity during a
            given hour.

     4.10   Independent Power Producer: An entity which is a non-traditional
            public utility that produces and sells electricity but which does
            not have a retail service franchise.

     4.11   Interconnected Transmission System: The total of all transmission
            facilities owned or operated by the Parties, including transmission
            facilities over which Parties have scheduling rights.

     4.11a  Letter of Credit: An irrevocable, transferable, standby letter of
            credit, issued by an issuer acceptable to the Party requiring the
            Letter of Credit.

     4.11b  Losses: As defined in Section 22.3 of this Agreement.

     4.11c  Market Disruption Event: As defined in Section 38.2 of this
            Agreement.

     4.11d  NERC: North American Electric Reliability Council or any successor
            organization.

     4.11e  Non-Defaulting Party: As defined in Section 22.1(a) of this
            Agreement.

     4.11f  Non-Performing Party: As defined in Section 21.3(a) of this
            Agreement.


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 8A
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 8A

     4.11g  Non-Standard Confirmation Provisions: As defined in Section 32.5 of
            this Agreement.

     4.11h  NYMEX: New York Mercantile Exchange, the physical commodity futures
            exchange and a trading forum for energy and precious metals.

     4.12   Operating Agent: An agent of the WSPP as may be designated to the
            Executive Committee from time to time.

     4.13   Operating Committee: That committee established pursuant to Section
            8 of this Agreement.

     4.13a  Party or Parties: As defined in Section 1 of this Agreement.

     4.13b  Performing Party: As defined in Section 21.3(a) of this Agreement.

Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                             First Revised Sheet No. 9
Rate Schedule FERC No. 6                        Superseding Original Sheet No. 9

     4.14   Power Marketer: An entity which buys, sells, and takes title to
            electric energy, transmission and/or other services from traditional
            utilities and other suppliers.

     4.14a  Physically-Settled Option: Includes (i) a call option which is the
            right, but not the obligation, to buy an underlying power product as
            defined under Service Schedules B or C according to the price and
            exercise terms set forth in the Confirmation Agreement; and (ii) a
            put option which is the right, but not the obligation, to sell an
            underlying power product as defined under Service Schedules B or C
            according to the price and exercise terms set forth in the
            Confirmation Agreement.

     4.14b  Premium: The amount paid by the Purchaser of a Physically-Settled
            Option to the Seller of such Option by the date agreed to by the
            Parties in the Confirmation Agreement.

     4.14c  Present Value Rate: As defined in Section 22.3(b) of this Agreement.

     4.15   Purchaser: Any Party which agrees to buy or receive from one or more
            of the other Parties any service pursuant to the Agreement under any
            Service Schedule and any applicable Confirmation Agreement.

     4.16   Qualifying Facility: A facility which is a qualifying small power
            production facility or a qualifying cogeneration facility as these
            terms are defined in Federal Power Act Sections 3(17)(A), 3(17)(C),
            3(18)(A), and 3(18)(B); which meets the requirements set forth in 18
            C.F.R. Sections 292.203-292.209; or a facility in Canada or Mexico
            that complies with similar requirements.


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 10
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 10

     4.16a  Replacement Price: The price at which the Purchaser, acting in a
            commercially reasonable manner, effects a purchase of substitute
            electric energy in place of the electric energy not delivered by the
            Seller or, absent such a purchase, the market price for such
            quantity of electric energy, as determined by the Purchaser in a
            commercially reasonable manner, at the delivery point (agreed upon
            by the Seller and the Purchaser for the transaction).

     4.16b  Retail Entity: A retail aggregator or supplier or retail customer;
            provided, however, only those Retail Entities eligible for
            transmission service under the FERC's pro forma open access
            transmission tariff are eligible to become members of the WSPP.

     4.16c  Sales Price: The price at which the Seller, acting in a commercially
            reasonable manner, effects a resale of the electric energy not
            received by the Purchaser or, absent such a resale, the market price
            for such quantity of electric energy at the delivery point (agreed
            upon by the Seller and the Purchaser), as determined by the Seller
            in a commercially reasonable manner.

     4.16d  Second Party: As defined in Section 27 of this Agreement.

     4.17   Seller: Any Party which agrees to sell or provide to one or more of
            the other Parties any service pursuant to the Agreement under any
            Service Schedule and any applicable Confirmation Agreement.

     4.18   Service Schedule: A schedule of services established pursuant to
            Section 6 of this Agreement.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 10A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 10A

     4.18a  Successor in Operation: The successor entity which takes over the
            wholesale electric trading operations of the first entity either
            through a merger or restructuring. A Successor in Operation shall
            not include an entity which merely acquires power sales contracts
            from the first entity either through a purchase or other means
            without taking over the wholesale electric trading operations of the
            first entity.

     4.18b  Terminated Transaction: As defined in Section 22.2 of this
            Agreement.

     4.18c  Termination Payment: As defined in Section 22.2 of this Agreement.

     4.18d  Trading Day: As defined in Section 38.2 of this Agreement.

     4.19   Uncontrollable Forces: As defined in Section 10 of this Agreement or
            in a Confirmation Agreement.

     4.20   Unit Commitment Service: A capacity and associated scheduled energy
            transaction or a Physically-Settled Option which the Seller has
            agreed to sell and the Purchaser has agreed to buy from a specified
            unit(s) for a specified period, in

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 11
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 11

            accordance with the Agreement, including Service Schedule B, and any
            applicable Confirmation Agreement.

     4.20a  WSPP: The Western Systems Power Pool, Inc. a corporation organized
            in 1995 and duly existing under the Utah Revised Nonprofit
            Corporation Act.

     4.20b  WSPP Default Transmission Tariff: The transmission tariff filed on
            behalf of WSPP Members with FERC as it may be amended from time to
            time.

     4.20c  WSPP Homepage: WSPP's internet web site, www.wspp.org.

5.   TERM AND TERMINATION:

     5.1    This Agreement shall become effective as of July 27, 1991 when
            acceptance or approvals required under Section 13.2 of this
            Agreement with respect to those Parties that are subject to FERC
            jurisdiction have been obtained; provided, however, that this
            Agreement shall not become effective as to any Party in the event
            the pre-grant of termination requested under Section 13.3 is not
            allowed by FERC, absent that Party's consent; and provided, further,
            that this Agreement shall not become effective as to any Party if
            any terms, conditions or requirements imposed by FERC are found
            unacceptable by that Party. This Agreement shall continue in effect
            for a period of ten (10) years from said effective date and
            thereafter on a year to year basis until terminated by the Parties;
            provided, however, that any Party may withdraw its participation at
            any time after the effective date of this Agreement on thirty (30)
            days prior written notice to all other Parties.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 11A
Rate Schedule FERC No. 6

     5.2    As of the effective date of any withdrawal, the withdrawing Party
            shall have no further rights or obligations under this Agreement
            except the right to collect


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 12
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 12

            money or receive service owed to it for transactions under any
            Service Schedule and the obligation to pay such amounts due to
            another Party and to complete any transactions agreed to under any
            Service Schedule as of said date. No Party shall oppose, before any
            court or regulatory agencies having jurisdiction, any other Party's
            withdrawal as provided in this Section.

     5.3    Except as provided for in Section 5.2, after termination, or
            withdrawal with respect to the withdrawing Party, all rights to
            services provided under this Agreement or any tariff or rate
            schedule which results from or incorporates this Agreement shall
            cease, and no Party shall claim or assert any continuing right to
            such services under this Agreement. Except as provided for in
            Section 5.2, no Party shall be required to provide services based in
            whole or in part on the existence of this Agreement or on the
            provision of services under this Agreement beyond the termination
            date, or date of withdrawal with respect to the withdrawing Party.

6.   SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:

     6.1    The Parties contemplate that they may, from time to time, add or
            remove Service Schedules under this Agreement. The attached Service
            Schedules A through C for Economy Energy Service, Unit Commitment
            Service, and Firm Capacity/Energy Sale or Exchange Service are
            hereby approved and made a part of this Agreement. Nothing contained
            herein shall be construed as affecting in any way the right of the
            Parties to jointly make application to FERC for a change


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 13
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 13

            in the rates and charges, classification, service, terms, or
            conditions affecting WSPP transactions under Section 205 of the
            Federal Power Act and pursuant to FERC rules and regulations
            promulgated thereunder. Subject to the provisions of Section 13,
            future Service Schedules, if any, shall be adopted only by amendment
            of this Agreement and shall be attached hereto and become a part of
            this Agreement.

     6.2    [RESERVED]

     6.3    When the WSPP Default Transmission Tariff applies as specified in
            the preamble to such Default Transmission Tariff, Transmission
            Service under it shall be available both to Parties and nonParties
            under this Agreement; provided, however, each Party or nonParty must
            be an eligible customer under the WSPP Default Transmission Tariff
            in order to receive service.

7.   ADMINISTRATION:

     7.1    The WSPP shall perform the administrative tasks necessary and
            appropriate to implement this Agreement. All authority to direct,
            manage and administer the WSPP shall reside in the Executive
            Committee. All duties assigned under this Agreement, or otherwise,
            to the Operating Committee, sub-committees, officers, Administrative
            Committee, or Operating Agent, are delegated powers of the Executive
            Committee and are

Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 13A
Rate Schedule FERC No. 6

            subject to the Executive Committee's direction and control. The WSPP
            may engage the services of an Operating Agent, from time to time, to
            perform tasks in furtherance of this Agreement.

     7.2    At least sixty (60) days prior to each calendar year that this
            Agreement is in effect, the Administrative Committee shall submit a
            budget for said year of operation to the Operating Committee for
            review. The proposed budget shall then be submitted, with the
            Operating Committee's recommendations, to the Executive Committee.
            The Executive Committee may approve the budget as submitted or with
            revisions. The Administrative Committee, Operating Committee, and
            Executive Committee shall address any appropriate revisions of the
            budget in the same manner.

Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 14
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 14

     7.3    The WSPP shall, as necessary, bill the Parties for costs incurred
            under this Agreement on an estimated basis reasonably in advance of
            when due, and such billings shall be paid by the Parties when due.
            Such billings shall be adjusted in the following month(s) to reflect
            recorded costs. Billing and payment of WSPP costs shall otherwise be
            implemented in accordance with the provisions of Section 9.

     7.4    The WSPP shall maintain the WSPP Homepage and, as it deems
            appropriate, may engage a contractor for this purpose.

     7.5    Each Party shall maintain a link to the WSPP Homepage and shall be
            responsible for expenses related thereto.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 15
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 15

     7.6    The WSPP, at reasonable times and places, shall make available its
            books of account, and records and documentation supporting
            expenditures under this Agreement, for the inspection of any Party
            for a period of time not to exceed two (2) years from the time such
            expenditures were incurred. A Party requesting review of the WSPP's
            records shall give the WSPP sufficient notice of its intent, but in
            no event less than thirty (30) days. The requesting Party may
            perform this review using personnel from its own staff or designate
            a certified public accounting firm for the purpose of this review.
            All costs incurred to perform this review shall be at the requesting
            Party's own expense. The Party performing the review shall not
            voluntarily release the WSPP's records or disclose any information
            contained therein to any third party unless the written consent of
            the WSPP and the Executive Committee has been obtained, except as
            required by law.

     7.7    Upon the termination of this Agreement, in accordance with
            applicable law, the WSPP shall dispose of any and all of its assets
            and wind up its affairs as the Executive Committee may direct.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 16
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 16

8.   EXECUTIVE AND OPERATING COMMITTEES:

            As a means of securing effective and timely cooperation within the
     activities hereunder and as a means of dealing on a prompt and orderly
     basis with various problems which may arise in connection with system
     coordination and operation under changing conditions, the Parties hereby
     establish an Executive Committee and an Operating Committee.

     8.1    Executive Committee:

                   The Executive Committee shall consist of one representative
            and an alternate from each Party designated pursuant to Section 8.5
            herein. The responsibilities of the Executive Committee are as
            follows:

            8.1.1  To establish and amend bylaws of the WSPP consistent with
                   this Agreement and to serve as the Board of Directors of the
                   WSPP in accordance with applicable law.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 16A
Rate Schedule FERC No. 6

            8.1.2  To establish sub-committees as it may from time to time deem
                   necessary or appropriate. Such sub-committees shall include
                   an Administrative Committee to administer the affairs of the
                   WSPP as the Executive Committee may direct or approve, which
                   sub-committee shall be comprised of the Chairman,
                   Vice-Chairman, and Secretary/Treasurer of the WSPP and the
                   Chairman and Vice-Chairman of the Operating Committee.

            8.1.3  To review at least annually the service activities hereunder
                   to ensure that such activities are consistent with the spirit
                   and intent of this Agreement.

            8.1.4  To review any unresolved issues which may arise hereunder and
                   endeavor to resolve the issues.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 17
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 17

            8.1.5  To review and approve the WSPP's annual budget under this
                   Agreement, and any revision thereto, in accordance with
                   Section 7.2 of this Agreement or otherwise as the Executive
                   Committee deems necessary or appropriate.

            8.1.6  To amend this Agreement, from time to time, provided that no
                   such amendment or restatement shall be effective unless
                   approved by the FERC and subject to terms and conditions of
                   such approval.

            8.1.7  To review and act on the application of an entity to become a
                   Party to this Agreement, or to delegate such authority as the
                   Executive Committee deems appropriate..

            8.1.8  To do such other things and carry out such duties as
                   specifically required or authorized by this Agreement.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 17A
Rate Schedule FERC No. 6

            8.1.9  To notify any Party of the rescission of its interest in this
                   Agreement due to its failure to continue to meet the
                   requirements of Section 16.1, or to delegate such authority
                   to the Chairman of the Executive Committee, the Chairman of
                   the Operating Committee, or the Administrative Committee.

            8.1.10 To arrange for legal representation of the WSPP.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 18
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 18

     8.2    Operating Committee:

                   The Operating Committee shall consist of one representative
            and an alternate from each Party designated pursuant to Section 8.5.
            The responsibilities of the Operating Committee are as follows:

            8.2.1  To establish, review, approve, or modify procedures and
                   standard practices, consistent with the provisions hereof,
                   for the guidance of operating employees in the Parties'
                   electric systems as to matters affecting transactions under
                   this Agreement.

            8.2.2  To submit to the Executive Committee any proposed revisions
                   to the Service Schedules or proposed additional Service
                   Schedules.

            8.2.3  To submit to the Executive Committee proposed amendments to
                   this Agreement, provided that the Operating Committee shall
                   have no authority to amend this Agreement, and further
                   provided that the Executive Committee may amend this
                   Agreement under Section 8.1.6 without having first received
                   recommendations from the Operating Committee.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 18A
Rate Schedule FERC No. 6

            8.2.4  To establish, review, approve, or modify any scheduling or
                   operating procedures required in connection with transactions
                   under this Agreement.

            8.2.5  To review and make recommendations to the Executive Committee
                   for approval of the annual budget of the WSPP under this
                   Agreement, including any proposed revisions thereto.

            8.2.6  To review and recommend as necessary the types and
                   arrangement of equipment for intersystem communication
                   facilities to enhance transactions and benefits under this
                   Agreement.

            8.2.7  To monitor the administration and costs of the WSPP Homepage.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 19
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 19

            8.2.8  If the Executive Committee so directs, to review new member
                   applications for membership in the WSPP under this Agreement
                   and make recommendations on said applications to the
                   Executive Committee, or to delegate such authority as the
                   Operating Committee deems appropriate.

            8.2.9  To do such other things and carry out such duties as
                   specifically required or authorized by this Agreement or as
                   directed by the Executive Committee; provided, however, that
                   the Operating Committee shall have no authority to amend this
                   Agreement.

     8.3    All matters which require Operating Committee or Executive Committee
            approval as provided in this Agreement shall be by no less than
            ninety percent (90%) affirmative agreement of the committee members
            present or voting by proxy.

     8.4    Unless otherwise agreed by all committee members of the applicable
            committee, the Chairman of the Executive Committee and the Chairman
            of the Operating Committee shall cause all members of the applicable
            committee to receive notice of a committee meeting at least ten (10)
            Business Days prior to the date of the meeting. Such notice shall
            include an agenda of matters to be discussed and voted on at the
            meeting. All material issues to be submitted to a vote of the
            committee shall appear on the agenda.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 19A
Rate Schedule FERC No. 6

     8.5    In accordance with Section 15.5.2, each Party shall give notice to
            the other Parties and the WSPP of the name of its designated
            representative and alternate representative (to act in the absence
            of the designated representative) on the Executive Committee and
            Operating Committee, and of any changes thereto.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 20
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 20

            Each Party's designated representatives shall be authorized to act
            on its behalf with respect to votes taken of committee members and
            other activities of the committee.

     8.6    The Executive Committee shall meet no less than once annually and
            otherwise as determined by the Chairman in his discretion. The
            Operating Committee shall meet as necessary, as determined by the
            Chairman in his discretion. The Chairman shall call a meeting of a
            committee upon the written request of not less than ten (10) members
            of the applicable committee.

     8.7    The Executive Committee shall elect a Chairman, Vice-Chairman, and
            Secretary/Treasurer. The Operating Committee shall elect a Chairman,
            Vice-Chairman, and Secretary. These officers shall serve terms of
            two-years duration, which terms shall commence on January 1 of the
            year following the election and expire on December 31 of the
            subsequent year, provided, that despite the expiration of an
            officer's term, the officer shall continue to serve until the
            officer's successor is elected and commences to serve, and further
            provided that with or without cause, the Executive Committee or
            Operating Committee, as applicable, may elect a substitute officer
            prior to the expiration of a term.

            8.7.1  The Chairman of the Executive Committee shall be the Chairman
                   of the


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 20A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 20A

                   WSPP. The Chairman shall preside over meetings of the
                   Executive Committee and, when the Executive Committee is not
                   in session, exercise day to day management and control of the
                   business and affairs of the WSPP, subject at all times to
                   this Agreement and the direction of the Executive Committee.

            8.7.2  The Vice-Chairman of the Executive Committee shall be the
                   Vice-Chairman of the WSPP. The Vice-Chairman, in the absence
                   or disability of the Chairman, shall exercise the powers and
                   perform the duties of the Chairman and such other duties as
                   the Executive Committee or the Chairman may prescribe,
                   subject at all times to this Agreement and the direction of
                   the Executive Committee.

            8.7.3  The Secretary/Treasurer shall be the Secretary/Treasurer of
                   the WSPP. The Secretary/Treasurer, or his designee, shall
                   record minutes of meetings and actions of the Executive
                   Committee, perform the customary duties of a secretary and
                   treasurer of a non-profit corporation, and attend to the
                   giving and serving of all notices required by law or under
                   this Agreement.

            8.7.4. The Chairman of the Operating Committee shall preside over
                   Operating Committee meetings. The Vice Chairman of the
                   Operating Committee shall serve in the absence of the
                   Chairman and perform such other duties as the Operating
                   Committee may assign. The Secretary of the Operating
                   Committee, or his designee, shall record minutes of meetings
                   and actions of the Operating Committee, and shall give Notice
                   of meetings.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 20B
Rate Schedule FERC No. 6

9.   PAYMENTS:

     9.1    The accounting and billing period for transactions under this
            Agreement shall be one (1) calendar month, unless otherwise
            specified in a Confirmation Agreement. Bills sent to any Party shall
            be sent to the appropriate billing address as set forth on the WSPP
            homepage or as otherwise specified by such Party.

     9.2    Unless otherwise specified, payments for amounts billed under this
            Agreement shall be paid so that such payments are received by the
            Party to be paid on the 20th day of the invoicing month or the tenth
            (10) day after receipt of the bill, whichever is later.
            Notwithstanding the foregoing, Premiums shall be paid within three
            (3) Business Days of receipt of the invoice therefor. Payment shall
            be made at the location designated by the Party to which payment is
            due. Payment shall be considered received when payment is received
            by the Party to which Payment is due at the location designated by
            that Party. If the due date falls on a non-Business Day of either
            Party, then the payment shall be due on the next following Business
            Day.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 20C
Rate Schedule FERC No. 6

     9.3    Amounts not paid on or before the due date shall be payable with
            interest calculated daily, at a rate equal to 200 basis points above
            the per annum Prime Rate reported daily in the Wall Street Journal
            for the period beginning on the day after the due date and ending on
            the day of payment, provided that such interest shall not exceed the
            amount permitted by law.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 21
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 21

     9.4    In case any portion of any bill is in dispute, the entire bill shall
            be paid when due. Any excess amount of bills which, through
            inadvertent errors or as a result of a dispute, may have been
            overpaid shall be returned by the owing Party upon determination of
            the correct amount, with interest calculated in the manner set forth
            in Section 9.3. The Parties shall have no rights to dispute the
            accuracy of any bill or payment after a period of two (2) years from
            the date on which the bill was initially delivered.

     9.5    If a Party's records reveal that a bill was not delivered, then the
            Party may deliver to the appropriate Party a bill within two (2)
            years from the date on which the bill would have been delivered
            under Section 9.1 of this Agreement. The right to payment is waived
            with respect to any amounts not billed within such two (2) year
            period.

     9.6    Each Party, or any third party representative of a Party, shall keep
            complete and accurate records, and shall maintain such data as may
            be necessary for the purpose of ascertaining the accuracy of all
            relevant data, estimates, or statements


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 21A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 21A

            of charges submitted hereunder for a period of two (2) years from
            the date the bill was delivered under this Agreement.



Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                            Third Revised Sheet No. 22
Rate Schedule FERC No. 6                 Superseding Second Revised Sheet No. 22

            Within a two (2) year period from the date on which the bill was
            initially delivered, any Party to the applicable transaction may
            request in writing copies of the records of the other Party for that
            transaction to the extent reasonably necessary to verify the
            accuracy of any statement or charge. The Party from which documents
            or data has been requested shall cooperate in providing the
            documents and data within a reasonable time period.

10.  UNCONTROLLABLE FORCES:

            No Party shall be considered to be in breach of this Agreement or
     any applicable Confirmation Agreement to the extent that a failure to
     perform its obligations under this Agreement or any such Confirmation
     Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable
     Force" means an event or circumstance which prevents one Party from
     performing its obligations under one or more transactions, which event or
     circumstance is not within the reasonable control of, or the result of the
     negligence of the claiming Party, and which by the exercise of due
     diligence, the claiming Party is unable to avoid, cause to be avoided, or
     overcome. So long as the requirements of the preceding sentence are met,
     "Uncontrollable Forces" may include and are not restricted to flood,
     drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil
     disturbance or disobedience, labor dispute, labor or material shortage,
     sabotage, restraint by court order or public authority, and action or
     nonaction by, or failure to obtain the necessary authorizations or
     approvals from, any governmental agency or authority.


Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 22A
Rate Schedule FERC No. 6

     The following shall not be considered "Uncontrollable Forces": (i) the
     price of electricity faced by Seller; or (ii) Purchaser's inability due to
     price to use or resell the power purchased hereunder. No Party shall,
     however, be relieved of liability for failure of performance to the extent
     that such failure is due to causes arising out of its own negligence or due
     to removable or remediable causes which it fails to remove or remedy within
     a reasonable time period. Nothing contained herein shall be construed to
     require a


Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 23
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 23

     Party to settle any strike or labor dispute in which it may be involved.
     Any Party rendered unable to fulfill any of its obligations by reason of an
     Uncontrollable Force shall give prompt notice of such fact and shall
     exercise due diligence, as provided above, to remove such inability within
     a reasonable time period. If oral notice is provided, it shall be promptly
     followed by written notice.

          Notwithstanding the "due diligence" obligations or obligations to
     remove or remedy the causes set forth in the foregoing paragraph (which do
     not apply to this paragraph except as specified below), where the entity
     providing transmission services for transactions under any Service Schedule
     interrupts such transmission service, the interruption in transmission
     service shall be considered an Uncontrollable Force under this Section 10
     only in the following two sets of circumstances:

     (1)  An interruption in transmission service shall be considered an
          Uncontrollable Force if (a) the Parties agreed on a transmission path
          for that transaction at the time the transaction under this Agreement
          was entered into by the Parties' thereto, (b) firm transmission
          involving that transmission path was obtained pursuant to a
          transmission tariff or contract to effectuate the transaction under
          the applicable Service Schedule, and (c) the entity providing
          transmission service curtailed or interrupted such firm transmission
          pursuant to the applicable transmission tariff or contract;

     (2)  if the Parties did not agree on the transmission path for a
          transaction at the time the transaction was entered into, an
          interruption in transmission service shall be

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 24
Rate Schedule FERC No. 6

          considered an Uncontrollable Force only if (a) the Party contracting
          for transmission services shall have made arrangements with the entity
          providing transmission service for firm transmission to effectuate the
          transaction under the applicable Service Schedule, (b) the entity
          providing transmission service curtailed or interrupted such
          transmission service due to an event of Uncontrollable Forces or
          provision of like effect, and (c) the Party which contracted for such
          firm transmission services could not obtain alternate energy at the
          delivery point, alternate transmission services, or alternate means of
          delivering energy after exercising due diligence.

          No Party shall be relieved by operation of this Section 10 of any
     liability to pay for power delivered to the Purchaser or to make payments
     then due or which the Party is obligated to make with respect to
     performance which occurred prior to the Uncontrollable Force.

11.  WAIVERS:

          Any waiver at any time by any Party of its rights with respect to a
     default under this Agreement or any Confirmation Agreements, or any other
     matter under this Agreement, shall not be deemed a waiver with respect to
     any subsequent default of the same or any other matter.

12.  NOTICES:

     12.1   Except for the oral notice provided for in Section 10 of this
            Agreement, any formal notice, demand or request provided for in this
            Agreement shall be in

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 25
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 25

            writing and shall be deemed properly served, given or made if
            delivered in person, or sent by either registered or certified mail
            (postage prepaid), prepaid telegram, fax, overnight delivery (with
            record of receipt), or other means agreed to by the Parties.

     12.2   RESERVED

     12.3   Notices and requests of a routine nature applicable to delivery or
            receipt of power or energy or operation of facilities shall be given
            in such manner as the committees from time to time or the Parties to
            a transaction shall prescribe.

13.  APPROVALS:

     13.1   This Agreement is subject to valid laws, orders, rules and
            regulations of duly constituted authorities having jurisdiction.
            Nothing contained in this Agreement shall give FERC jurisdiction
            over those Parties not otherwise subject to such jurisdiction or be
            construed as a grant of jurisdiction over any Party by any state or
            federal agency not otherwise having jurisdiction by law.

     13.2   This Agreement, including any Service Schedule hereto, shall become
            effective as to any Party when it is accepted for filing by FERC,
            without changes or conditions unacceptable to such Party, for
            application to the Parties subject to FERC jurisdiction under the
            Federal Power Act; provided, however, that nothing in this Agreement
            is intended to restrict the authority of the Bonneville Power
            Administration (BPA) pursuant to applicable statutory authority to
            use its existing

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 25A
Rate Schedule FERC No. 6

            wholesale power and transmission rates or to adopt new rates, rate
            schedules, or general rate schedule provisions for application under
            this Agreement and obtain


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 26
Rate Schedule FERC No. 6

            interim or final approval of those rates from FERC pursuant to
            Section 7 of the Pacific Northwest Electric Power Planning and
            Conservation Act, 16 U.S.C. Sec. 839e, provided such rates do not
            exceed the maximum rates in the applicable Service Schedule and are
            consistent with the terms and conditions of said Service Schedule.
            If, upon filing of this Agreement by Parties subject to FERC
            jurisdiction under the Federal Power Act, FERC orders a hearing to
            determine whether this Agreement or a Service Schedule under this
            Agreement is just and reasonable under the Federal Power Act, the
            Agreement or Service Schedule shall not become effective until the
            date when an order issued by FERC, determining this Agreement or the
            Service Schedule to be just and reasonable without changes or new
            conditions unacceptable to the Parties, is no longer subject to
            judicial review. Any changes or conditions imposed by any agency or
            court, including FERC ordering a hearing, shall be cause for
            immediate withdrawal by any nonconsenting Party.

     13.3   The Parties subject to FERC jurisdiction under the Federal Power Act
            shall have the right to terminate their participation in this
            Agreement, and any rate schedule or services included herein,
            pursuant to the terms of Section 5 of this Agreement and without the
            necessity of further filing with or approval by FERC.

     13.4   Any amendment or change in maximum rates specified in the Service
            Schedules shall not become effective with regard to any Party that
            is subject to FERC jurisdiction under the Federal Power Act until it
            is accepted for filing or

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 27
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 27

            confirmed and approved by FERC as specified in and subject to the
            conditions of Section 13.2.

     13.5   Nothing contained in this Agreement shall be construed to establish
            any precedent for any other agreement or to grant any rights to or
            impose any obligations on any Party beyond the scope and term of
            this Agreement.

14.  TRANSFER OF INTEREST IN AGREEMENT:

          No Party shall voluntarily transfer its membership under this
     Agreement without the written consent and approval of all other Parties
     except to a Successor in Operation of such Party. With regard to the
     transfer of the rights and obligations of any Party associated with
     transactions under the Service Schedules, neither Party may assign such
     rights or obligations unless (a) the other Party provides its prior written
     consent which shall not be unreasonably withheld; or (b) the assignment is
     to a Successor in Operation which provides reasonable creditworthiness
     assurances (see Section 27 for examples of such assurances) if required by
     the non-assigning Party based upon its reasonably exercised discretion. Any
     successor or assignee of the rights of any Party, whether by voluntary
     transfer, judicial or foreclosure sale or otherwise, shall be subject to
     all the provisions and conditions of this Agreement and Confirmation
     Agreements (where applicable) to the same extent as though such successor
     or assignee were the original Party under this Agreement or the
     Confirmation Agreements, and no assignment or transfer of any rights under
     this Agreement or any Confirmation

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 27A
Rate Schedule FERC No. 6

     Agreement shall be effective unless and until the assignee or transferee
     agrees in writing to assume all of the obligations of the assignor or
     transferor and to be bound by all of the provisions and


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 28
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 28

     conditions of this Agreement and any Confirmation Agreement (where
     applicable). The execution of a mortgage or trust deed or a judicial or
     foreclosure sale made thereunder shall not be deemed a voluntary transfer
     within the meaning of this Section 14.

15.  SEVERABILITY:

          In the event that any of the terms, covenants or conditions of this
     Agreement or any Confirmation Agreement, or the application of any such
     term, covenant or condition, shall be held invalid as to any person or
     circumstance by any court, regulatory agency, or other regulatory body
     having jurisdiction, all other terms, covenants or conditions of this
     Agreement and the Confirmation Agreement and their application shall not be
     affected thereby, but shall remain in force and effect unless a court,
     regulatory agency, or other regulatory body holds that the provisions are
     not separable from all other provisions of this Agreement or such
     Confirmation Agreement.

16.  MEMBERSHIP:

     16.1   Any Electric Utility, Retail Entity or Qualifying Facility may
            become a Party to this Agreement. The Executive Committee shall
            notify such Electric Utility, Retail Entity or Qualifying Facility
            of its decision within sixty (60) days of a request to become a
            Party to this Agreement, and any acceptable entity shall become a
            Party hereto by the execution of this Agreement or a counterpart
            hereof, payment of costs pursuant to Section 16.4, and concluding
            any necessary acceptance or approval referred to in Section 13. Any
            such Party, if it is subject to the ratemaking jurisdiction of FERC,

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2001
           Western Systems Power Pool
Issued on: May 2, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 29
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 29

            shall be responsible for any FERC filing necessary for it to
            implement its performance under this Agreement.

     16.2   Each Party shall continue to meet the requirements of Section 16.1
            in order to remain a Party to this Agreement

     16.3   Being a Party to this Agreement shall not serve as a substitute for
            contractual arrangements that may be needed between any Party which
            operates a Control Area and any other Party which operates within
            that Control Area.

     16.4   Any entity that becomes a Party to this Agreement which was not a
            party to the experimental Western Systems Power Pool Agreement shall
            pay a one time fee of $25,000 under this Agreement in recognition of
            prior efforts and costs incurred by the parties to the experimental
            Western Systems Power Pool Agreement, which efforts greatly
            facilitated development of this Agreement. Such fee shall be
            credited to future costs of the WSPP incurred hereunder.

     16.5   In addition to requirements set forth elsewhere in this Agreement
            imposed on Parties as part of their membership in the WSPP, each
            Party shall abide by the following requirements:

            16.5.1 Each Party shall maintain updated information regarding its
                   Executive Committee and Operating Committee representatives
                   on the WSPP Homepage and shall submit changes within a
                   reasonable time period.

            16.5.2 With regard to disputes involving transactions under this
                   Agreement or other agreements, no Party shall seek to conduct
                   discovery of the WSPP or

Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 29A
Rate Schedule FERC No. 6

                   compel the testimony of WSPP officers acting in their
                   capacities as officers of the WSPP or of the WSPP's attorneys
                   or consultants with regard to their work for the WSPP,
                   provided that the foregoing prohibition shall not apply in
                   proceedings brought against the WSPP. In the event a Party
                   seeks to compel discovery or testimony in violation of this
                   Section, that Party shall be deemed to have consented to the
                   quashing of the subpoena or other process providing therefor.
                   Notwithstanding any other provision in this Agreement, a
                   Party that seeks to conduct discovery or take testimony in
                   breach of this provision shall compensate the WSPP and its
                   officers, attorneys, and consultants, as applicable, for all
                   out-of-pocket costs incurred.

17.  RELATIONSHIP OF PARTIES:

     17.1   Nothing contained herein or in any Confirmation Agreement shall be
            construed to create an association, joint venture, trust, or
            partnership, or impose a trust or partnership covenant, obligation,
            or liability on or with regard to any one or more of the Parties.
            Each Party shall be individually responsible for its own covenants,
            obligations, and liabilities under this Agreement and under any
            applicable Confirmation Agreement.

Issued by: Michael E. Small, General Counsel to       Effective: October 1, 2003
           Western Systems Power Pool
Issued on: August 1, 2003

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 30
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 30

     17.2   All rights of the Parties are several, not joint. No Party shall be
            under the control of or shall be deemed to control another Party.
            Except as expressly provided in this Agreement, no Party shall have
            a right or power to bind another Party without its express written
            consent.

18.  NO DEDICATION OF FACILITIES:

          Any undertaking by one Party to another Party under any provision of
     this Agreement shall not constitute the dedication of the electric system
     or any portion thereof of the undertaking Party to the public or to the
     other Party, and it is understood and agreed that any such undertaking
     under any provision of this Agreement by a Party shall cease upon the
     termination of such Party's obligations under this Agreement.

19.  NO RETAIL SERVICES:

          Nothing contained in this Agreement shall grant any rights to or
     obligate any Party to provide any services hereunder directly to or for
     retail customers of any Party.

20.  THIRD PARTY BENEFICIARIES:

          This Agreement shall not be construed to create rights, in, or to
     grant remedies to, any third party as a beneficiary of this Agreement or of
     any duty, obligation or undertaking established herein except as provided
     for in Section 14.

21.  LIABILITY AND DAMAGES:

     21.1a  This Agreement contains express remedies or measures of damages in
            Sections 21.3 and 22 for non-performance or default.

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 30A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 30A

            ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED.
            Therefore, except as provided in Sections 21.3 and 22, no Party or
            its directors, members of its governing bodies, officers or
            employees shall be liable to any other Party or Parties for any loss
            or damage to property, loss of earnings, or revenues, personal
            injury, or any other direct, indirect, or consequential damages or
            injury, or punitive damages, which may occur or result from the
            performance or non-performance of this Agreement (including any
            applicable Confirmation Agreement), including any negligence arising
            hereunder. Any liability or damages faced by an officer or employee
            of a Federal agency or by that agency that would result from the
            operation of this provision shall not be inconsistent with Federal
            law.


Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 31
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 31

     21.2   Notwithstanding any other provision in this Agreement, any Party due
            monies under this Agreement, the amounts of which are not in dispute
            or if disputed have been the subject of a decision awarding such
            amounts, (i) shall have the right to seek payment of such monies in
            any forum having competent jurisdiction and (ii) shall possess the
            right to seek relief directly from that forum without first
            utilizing the mediation or arbitration provisions of this Agreement
            and without exercising termination and liquidation rights under
            Section 22.

     21.3   The following damages provision shall apply to transactions under
            Service Schedules B and C. For transactions under Service Schedule
            A, this damages provision or some other damages provision will apply
            only if such a damages provision is agreed to through a Confirmation
            Agreement. The damages under this Section 21.3 apply to a Party's
            failure to deliver or receive electric power or energy in violation
            of the terms of the Agreement and any Confirmation Agreement. The
            Contract Quantity and Contract Price referred to in this Section


Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 31A
Rate Schedule FERC No. 6

            21.3 are part of the agreement between the Parties for which damages
            are being calculated under this Section.

            (a)  If either Party fails to deliver or receive, as the case may
                 be, the quantities of electric power or energy due under the
                 Agreement and any Confirmation Agreement (thereby becoming a
                 "Non-Performing Party" for the purposes of this Section 21.3),
                 the other party (the "Performing


Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 32
Rate Schedule FERC No. 6

                 Party") shall be entitled to receive from the Non-Performing
                 Party an amount calculated as follows (unless performance is
                 excused by Uncontrollable Forces as provided in Section 10, the
                 applicable Service Schedule, or by the Performing Party):

                 (1)  If the amount the Purchaser scheduled or received in any
                      hour is less than the applicable hourly Contract Quantity,
                      then the Purchaser shall be liable for (a) the product of
                      the amount (whether positive or negative), if any, by
                      which the Contract Price differed from the Sales Price
                      (Contract Price - Sales Price) and the amount by which the
                      quantity received by the Purchaser was less than the
                      hourly Contract Quantity; plus (b) the amount of
                      transmission charge(s), if any, for firm transmission
                      service upstream of the delivery point, which the Seller
                      incurred to achieve the Sales Price, less the reduction,
                      if any, in transmission charge(s) achieved as a result of
                      the reduction in the Purchaser's schedule or receipt of
                      electric energy (based on Seller's reasonable commercial
                      efforts to achieve such reduction). If the total amounts
                      for all hours calculated under this paragraph (1) are
                      negative, then neither the Purchaser nor the Seller shall
                      pay any amount under this Section 21.3(a)(1).

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 33
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 33

                 (2)  If the amount the Seller scheduled or delivered in any
                      hour is less than the applicable hourly Contract Quantity,
                      then the Seller shall be liable for (a) the product of the
                      amount (whether positive or negative), if any, by which
                      the Replacement Price differed from the Contract Price
                      (Replacement Price - Contract Price) and the amount by
                      which the quantity delivered by the Seller was less than
                      the hourly Contract Quantity; plus (b) the amount of
                      transmission charge(s), if any, for firm transmission
                      service downstream of the delivery point, which the
                      Purchaser incurred to achieve the Replacement Price, less
                      the reduction, if any, in transmission charge(s) achieved
                      as a result of the reduction in the Seller's schedule or
                      delivery (based on Purchaser's reasonable commercial
                      effort to achieve such reduction). If the total amounts
                      for all hours calculated under this paragraph (2) are
                      negative, then neither the Purchaser nor the Seller shall
                      pay any amount under this Section 21.3(a)(2).

                 (3)  The Non-Performing Party also shall reimburse the
                      Performing Party for any charges imposed on the Performing
                      Party under open access transmission tariffs due to the
                      non-performance.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 33A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 33A

                 (4)  The Non-Performing Party shall pay any amount due from it
                      under this section within the billing period as specified
                      in Section 9 of this Agreement or agreed to in the
                      applicable Confirmation Agreement if the Parties agreed to
                      revise the billing period in Section 9.


Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 34
Rate Schedule FERC No. 6

            (b)  The Parties agree that the amounts recoverable under this
                 Section 21.3 are a reasonable estimate of loss and not a
                 penalty, and represent the sole and exclusive remedy for the
                 Performing Party. Such amounts are payable for the loss of
                 bargain and the loss of protection against future risks.

            (c)  Each Party agrees that it has a duty to mitigate damages in a
                 commercially reasonable manner to minimize any damages it may
                 incur as a result of the other Party's performance or
                 non-performance of this Agreement.

            (d)  In the event the Non-Performing Party disputes the calculation
                 of the damages under this Section 21.3, the Non-Performing
                 Party shall pay the full amount of the damages as required by
                 Section 9 of this Agreement to the Performing Party. After
                 informal dispute resolution as required by Section 34.1, any
                 remaining dispute involving the calculation of the damages
                 shall be referred to binding dispute resolution as provided by
                 Section 34.2 of this Agreement. If resolution or agreement
                 results in refunds or the need for refunds to the
                 Non-Performing Party, such refunds shall be calculated in
                 accordance with Section 9.4 of this Agreement.

22.  DEFAULT OF TRANSACTIONS UNDER THIS AGREEMENT AND CONFIRMATION AGREEMENTS:

     22.1   EVENTS OF DEFAULT

            An "Event of Default" shall mean with respect to a Party
            ("Defaulting Party"):

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 35
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 35

            (a)  the failure by the Defaulting Party to make, when due, any
                 payment required pursuant to this Agreement or Confirmation
                 Agreement if such failure is not remedied within two (2)
                 Business Days after written notice of such failure is given to
                 the Defaulting Party by the other Party ("the Non-Defaulting
                 Party"). The Non-Defaulting Party shall provide the notice by
                 facsimile to the designated contact person for the Defaulting
                 Party and also shall send the notice by overnight delivery to
                 such contact person; or

            (b)  the failure by the Defaulting Party to provide clear and good
                 title as required by Section 33.3, or to have made accurate
                 representations and warranties as required by Section 37 and
                 such failure is not cured within five (5) Business Days after
                 written notice thereof to the Defaulting Party; or

            (c)  The institution, with respect to the Defaulting Party, by the
                 Defaulting Party or by another person or entity of a
                 bankruptcy, reorganization, moratorium, liquidation or similar
                 insolvency proceeding or other relief under any bankruptcy or
                 insolvency law affecting creditor's rights or a petition is
                 presented or instituted for its winding-up or liquidation; or

            (d)  The failure by the Defaulting Party to provide adequate
                 assurances of its ability to perform all of its outstanding
                 material obligations to the Non-Defaulting Party under the
                 Agreement or Confirmation Agreement

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 36
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 36

                 pursuant to Section 27 of this Agreement or any substitute or
                 modified provision in the Confirmation Agreement.

            (e)  With respect to its Guarantor, if any:

                 (i)   if a material representation or warranty made by a
                       Guarantor in connection with this Agreement, or any
                       transaction entered into hereunder, is false or
                       misleading in any material respect when made or when
                       deemed made or repeated; or

                 (ii)  the failure of a Guarantor to make any payment required
                       or to perform any other material covenant or obligation
                       in any guarantee made in connection with this Agreement,
                       including any transaction entered into hereunder, and
                       such failure shall not be remedied within three (3)
                       Business Days after written notice; or

                 (iii) the institution, with respect to the Guarantor, by the
                       Guarantor or by another person or entity of a bankruptcy,
                       reorganization, moratorium, liquidation or similar
                       insolvency proceeding or other relief under any
                       bankruptcy or insolvency law affecting creditor's rights
                       or a petition is presented or instituted for its
                       winding-up or liquidation; or

                 (iv)  the failure, without written consent of the other Party,
                       of a Guarantor's guarantee to be in full force and effect
                       for purposes of this Agreement (other than in accordance
                       with its terms) prior to

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                          Second Revised Sheet No. 36A
Rate Schedule FERC No. 6                 Superseding First Revised Sheet No. 36A

                       the satisfaction of all obligations of such Party under
                       each transaction to which such guarantee shall relate; or

                 (v)   a Guarantor shall repudiate, disaffirm, disclaim, or
                       reject, in whole or in part, or challenge the validity
                       of, any guarantee.

     22.2   REMEDIES FOR EVENTS OF DEFAULT

                 If an Event of Default occurs, the Non-Defaulting Party shall
            possess the right to terminate all transactions between the Parties
            under this Agreement upon written notice (by facsimile or other
            reasonable means) to the Defaulting Party, such notice of
            termination to be effective immediately upon receipt. If the
            Non-Defaulting Party fails to exercise this right of termination
            within thirty (30) days following the time when the Event of Default
            becomes known (or more than thirty days if the Non-Defaulting and
            Defaulting Parties agree to an extension), then such right of
            termination shall no longer be available to the Non-Defaulting Party
            as a remedy for the Event(s) of Default; provided, however, this
            thirty day requirement for exercising termination rights shall not
            apply to defaults pursuant to Sections 22.1(c) and 22.1(e)(iii). The
            Non-Defaulting Party terminating transaction(s) under this Section
            22.2 may do so without making a filing at FERC.

                 Upon termination, the Non-Defaulting Party shall liquidate all
            transactions as soon as practicable, provided that in no event will
            the Non-Defaulting Party be allowed to liquidate Service Schedule A
            transactions. The payment associated with termination ("Termination
            Payment") shall be calculated in accordance with

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 36B
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 36B

            this Section 22.2 and Section 22.3. The Termination Payment shall be
            the sole and exclusive remedy for the Non-Defaulting Party for each
            terminated transaction ("Terminated Transaction") for the time
            period beginning at the time notice of termination under this
            Section 22 is received. Prior to receipt


Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 37
Rate Schedule FERC No. 6

            of such notice of termination by the Defaulting Party, the
            Non-Defaulting Party may exercise any remedies available to it under
            Section 21.3 of this Agreement or Confirmation Agreement(s), and any
            other remedies available to it at law or otherwise.

                 Upon termination, the Non-Defaulting Party may withhold any
            payments it owes the Defaulting Party for any obligations incurred
            prior to termination under this Agreement or Confirmation
            Agreement(s) until the Defaulting Party pays the Termination Payment
            to the Non-Defaulting Party. The Non-Defaulting Party shall possess
            the right to set-off the amount due it under this Section 22 by any
            such payments due the Defaulting Party as provided in Section
            22.3(d).

     22.3   LIQUIDATION CALCULATION OPTIONS

                 The Non-Defaulting Party shall calculate the Termination
            Payment as follows:

            (a)  The Gains and Losses shall be determined by comparing the value
                 of the remaining term, transaction quantities, and transaction
                 prices under each Terminated Transaction had it not been
                 terminated to the equivalent quantities and relevant market
                 prices for the remaining term either quoted by a bona fide
                 third-party offer or which are reasonably expected to be
                 available in the market under a replacement contract for each
                 Terminated Transaction. To ascertain the market prices of a
                 replacement contract, the Non-Defaulting Party may consider,
                 among other valuations, quotations

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 38
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 38

                 from Dealers in energy contracts, any or all of the settlement
                 prices of the NYMEX power futures contracts (or NYMEX power
                 options contracts in the case of Physically-Settled Options)
                 and other bona fide third party offers, all adjusted for the
                 length of the remaining term and differences in transmission.
                 It is expressly agreed that the Non-Defaulting Party shall not
                 be required to enter into replacement transactions in order to
                 determine the Termination Payment.

            (b)  The Gains and Losses calculated under paragraph (a) shall be
                 discounted to present value using the Present Value Rate as of
                 the time of termination (to take account to the period between
                 the time notice of termination was effective and when such
                 amount would have otherwise been due pursuant to the relevant
                 transaction). The "Present Value Rate" shall mean the sum of
                 0.50% plus the yield reported on page "USD" of the Bloomberg
                 Financial Markets Services Screen (or, if not available, any
                 other nationally recognized trading screen reporting on-line
                 intraday trading in United States government securities) at
                 11:00 a.m. (New York City, New York time) for the United States
                 government securities having a maturity that matches the
                 average remaining term of the Terminated Transactions; and

            (c)  The Non-Defaulting Party shall set off or aggregate, as
                 appropriate, the Gains and Losses (as calculated in Section
                 22.3(a)) and Costs and notify

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 39
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 39

                 the Defaulting Party. If the Non-Defaulting Party's aggregate
                 Losses and Costs exceed its aggregate Gains, the Defaulting
                 Party shall, within three (3) Business Days of receipt of such
                 notice, pay the Termination Payment to the Non-Defaulting
                 Party, which amount shall bear interest at the Present Value
                 rate from the time notice of termination was received until
                 paid. If the Non-Defaulting Party's aggregate Gains exceed its
                 aggregate Losses and Costs, the Non-Defaulting Party, after any
                 set-off as provided in paragraph (d), shall pay the remaining
                 amount to the Defaulting Party within three (3) Business Days
                 of the date notice of termination was received including
                 interest at the Present Value from the time notice of
                 termination was received until the Defaulting Party receives
                 payment.

            (d)  The Non-Defaulting Party shall aggregate or set off, as
                 appropriate, at its election, any or all other amounts owing
                 between the Parties (discounted at the Present Value Rate)
                 under this Agreement and any Confirmation Agreements against
                 the Termination Payment so that all such amounts are aggregated
                 and/or netted to a single liquidated amount. The net amount due
                 from any such liquidation shall be paid within three (3)
                 Business Days following the date notice of termination is
                 received.

            (e)  (i)   If the Non-Defaulting Party owes the Defaulting Party
                       monies under this Section 22.3, then notwithstanding the
                       three Business Day payment requirement detailed above,
                       the Non-Defaulting

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 39A
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 39A

                       Party may elect to pay the Defaulting Party the monies
                       owed under this Section 22.3 over the remaining life of
                       the contract(s) being terminated. The Non-Defaulting
                       Party may make this election by providing written notice
                       to the Defaulting Party within three Business Days of the
                       notice being provided to terminate and liquidate under
                       this Section 22.3. The Non-Defaulting Party shall provide
                       the Defaulting Party with the details on the method for
                       recovering the monies owed over the remaining life of the
                       contract(s). That method shall ensure that the Defaulting
                       Party receives a payment each month through the end of
                       the term of each contract which allows it to receive the
                       monies which would have been due it under Sections
                       22.3(c) and (d) in total (to be recovered over the term
                       of the contract(s) to replicate as closely as possible
                       the payment streams under such contract(s)) provided that
                       the discounting using the Present Value Rate referenced
                       in Section 22.3 (b) shall not be reflected in determining
                       the amounts to be recovered under this provision. Any
                       disputes as to the methodology shall be resolved pursuant
                       to the dispute resolution procedures in Section 34, with
                       binding arbitration pursuant to Section 34.2 required for
                       disputes as to the methodology if mediation is
                       unsuccessful.

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 39B
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 39B

                 (ii)  This Section 22.3(e) and the rights and obligations under
                       it shall survive termination of any applicable
                       transactions or agreements.

                 (iii) The Party owed monies under this Section 22.3(e) shall
                       have the right to request credit assurances consistent
                       with Section 27 even after termination of any contract or
                       transaction.

                 (iv)  If the Party owing money defaults on its payment
                       obligations consistent with Section 22.1(a) or defaults
                       with regard to providing credit assurances consistent
                       with Section 22.1(d), then the other Party shall have the
                       right (by written notice) at any time after the Party
                       owing money defaults to require that Party to pay all
                       monies owed under all of the contracts subject to this
                       Section 22.3(e) within three Business Days of receipt of
                       the written notice. The monies to be paid under this
                       accelerated payment provision shall be the remaining
                       amounts to be paid under the contract(s) reflecting a
                       discount using the Present Value Rate from the date of
                       the written notice.

                 If the Defaulting Party disagrees with the calculation of the
            Termination Payment and the Parties cannot otherwise resolve their
            differences, the calculation issue shall be submitted to informal
            dispute resolution as provided in Section 34.1

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 40
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 40

            of this Agreement and thereafter binding dispute resolution pursuant
            to Section 34.2 if the informal dispute resolution does not succeed
            in resolving the dispute. Pending resolution of the dispute, the
            Defaulting Party shall pay the full amount of the Termination
            Payment calculated by the Non-Defaulting Party within three (3)
            Business Days of receipt of notice as set forth in Sections 22.3(c)
            and (d) subject to the Non-Defaulting Party refunding, with
            interest, pursuant to Section 9.4, any amounts determined to have
            been overpaid.

                  For purposes of this Section 22.3:

            (i)   "Gains" means the economic benefit (exclusive of Costs), if
                  any, resulting from the termination of the Terminated
                  Transactions, determined in a commercially reasonable manner
                  as calculated in accordance with this Section 22.3;

            (ii)  "Losses" means the economic loss (exclusive of Costs), if any,
                  resulting from the termination of the Terminated Transactions,
                  determined in a commercially reasonable manner as calculated
                  in accordance with this Section 22.3;

            (iii) "Costs" means brokerage fees, commissions and other similar
                  transaction costs and expenses reasonably incurred in
                  terminating any specifically related arrangements which
                  replace a Terminated Transaction, transmission and ancillary
                  service costs associated with Terminated Transactions, and
                  reasonable attorneys' fees, if any, incurred in connection

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 41
Rate Schedule FERC No. 6

                  with the Non-Defaulting Party enforcing its rights with regard
                  to the Terminated Transactions. The Non-Defaulting Party shall
                  use reasonable efforts to mitigate or eliminate these Costs.

            (iv)  In no event, however, shall a Party's Gains, Losses or Costs
                  include any penalties or similar charges imposed by the
                  Non-Defaulting Party.

     22A.   DEFAULT IN PAYMENT OF WSPP OPERATING COSTS:

            22A.1  A Party shall be deemed to be in default in payment of its
                   share of WSPP operating costs pursuant to Section 7 of this
                   Agreement, if any, when payment is not received within ten
                   (10) days after receipt of written notice. A default by any
                   Party in such payment obligations shall be cured by payment
                   of all overdue amounts together with interest accrued at the
                   rate of one percent (1%) per month, or the maximum interest
                   rate permitted by law, if any, whichever is less, prorated by
                   days from the due date to the date the payment curing the
                   default is made unless and until the Executive Committee
                   shall determine another rate.

            22A.2  A defaulting Party, which is in default under Section 22.A1,
                   shall be liable for all costs, including costs of collection
                   and reasonable attorney fees, plus interest as provided in
                   Section 22.A1 hereof.

            22A.3  The rights under this Agreement of a Party which is in
                   default of its obligation to pay operating costs under this
                   Agreement for a period of three (3) months or more may be
                   revoked by a vote of the non-defaulting

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 42
Rate Schedule FERC No. 6

                   Parties' representatives on the Executive Committee
                   consistent with Section 8.3. The defaulting Party's rights
                   shall not be revoked, however, unless said Party has received
                   at least thirty (30) days written notice of the
                   non-defaulting Parties' intent to revoke such rights. Said
                   notice shall state the date on which the revocation of rights
                   shall become effective if the default is not cured and shall
                   state all actions which must be taken or amounts which must
                   be paid to cure the default. This provision allowing the
                   non-defaulting Parties to revoke such rights is in addition
                   to any other remedies provided in this Agreement or at law
                   and shall in no way limit the non-defaulting Parties' ability
                   to seek judicial enforcement of the defaulting Party's
                   obligations to pay its share of the operating costs under
                   this Agreement. Upon the effective date of such revocation of
                   rights, the defaulting party shall not be allowed to enter
                   into any new transactions under this Agreement. The
                   defaulting party under the Agreement or any Confirmation
                   Agreements shall be required to carry out all obligations
                   that existed prior to the effective date of such revocation.
                   If a defaulting Party's rights under this Agreement have been
                   revoked, the Executive Committee may restore that Party's
                   rights upon the defaulting Party paying all amounts due and
                   owing under this Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                Original Sheet No. 42A
Rate Schedule FERC No. 6

            22A.4  Upon revocation of the rights of a defaulting Party under
                   this Agreement, costs of the WSPP hereunder shall be equally
                   shared among the


Issued by:  Michael E. Small, General Counsel to      Effective: October 1, 2003
            Western Systems Power Pool
Issued on:  August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 43
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 43

                   remaining Parties. Cost allocation adjustments shall be
                   retroactive to the date of the default.

23.  OTHER AGREEMENTS:

          No provision of this Agreement shall preclude any Party from entering
     into other agreements or conducting transactions under existing agreements
     with other Parties or third parties. This Agreement shall not be deemed to
     modify or change any rights or obligations under any prior contracts or
     agreements between or among any of the Parties.

24.  GOVERNING LAW:

          This Agreement and any Confirmation Agreement shall be governed by and
     construed in accordance with the laws of the State of Utah, without regard
     to the conflicts of laws rules thereof. The foregoing notwithstanding, (1)
     if both the Seller and Purchaser are organized under the laws of Canada,
     then the laws of the province of the Seller shall govern, or (2) if the
     Seller or Purchaser is an agency of or part of the United States
     Government, then the laws of the United States of America shall govern.

25.  JUDGMENTS AND DETERMINATIONS:

          Whenever it is provided in this Agreement that a Party shall be the
     sole judge of whether, to what extent, or under what conditions it will
     provide a given service, its exercise of its judgment shall be final and
     not subject to challenge. Whenever it is provided that (i) a service under
     a given transaction may be curtailed under certain conditions or
     circumstances, the existence of which are determined by or in the judgment
     of a Party, or (ii) the existence of qualifications for membership shall be
     determined by

Issued by:  Michael E. Small, General Counsel to    Effective: September 1, 2002
            Western Systems Power Pool
Issued on:  July 2, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 44
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 44

     the Executive Committee pursuant to Section 16, that Party's or the
     Executive Committee's determination or exercise of judgment shall be final
     and not subject to challenge if it is made in good faith and not made
     arbitrarily or capriciously.

26.  COMPLETE AGREEMENT:

          This Agreement and any subsequent amendments, including the Service
     Schedules and Exhibits incorporated herein, and any Confirmation Agreement,
     shall constitute the full and complete agreement of the Parties with
     respect to the subject matter hereof, and all prior or contemporaneous
     representations, statements, negotiations, understandings and inducements
     are fully merged and incorporated in this Agreement.

27.  CREDITWORTHINESS:

          Should a Party's creditworthiness, financial responsibility, or
     performance viability become unsatisfactory to the other Party in such
     other Party's reasonably exercised discretion with regard to any
     transaction pursuant to this Agreement or any Confirmation Agreement, the
     dissatisfied Party (the "First Party") may require the other Party (the
     "Second Party") to provide, at the Second Party's option (but subject to
     the First Party's acceptance based upon reasonably exercised discretion),
     either (1) the posting of a Letter of Credit, (2) a cash prepayment, (3)
     the posting of other acceptable collateral or security by the Second Party,
     (4) a Guarantee Agreement executed by a creditworthy entity; or (5) some
     other mutually agreeable method of satisfying the First Party. The Second
     Party's obligations under this Section 27 shall be limited to a reasonable
     estimate of the damages to the First Party

Issued by:  Michael E. Small, General Counsel to      Effective: October 1, 2003
            Western Systems Power Pool
Issued on:  August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 45
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 45

     (consistent with Section 22.3 of this Agreement) if the Second Party were
     to fail to perform its obligations. Events which may trigger the First
     Party questioning the Second Party's creditworthiness, financial
     responsibility, or performance viability include, but are not limited to,
     the following:

     (1)  The First Party has knowledge that the Second Party (or its Guarantor
          if applicable) are failing to perform or defaulting under other
          contracts.

     (2)  The Second Party has exceeded any credit or trading limit set out in
          the Confirmation Agreement or other agreement between the Parties.

     (3)  The Second Party or its Guarantor has debt which is rated as
          investment grade and that debt falls below the investment grade rating
          by at least one rating agency or is below investment grade and the
          rating of that debt is downgraded further by at least one rating
          agency.

     (4)  Other material adverse changes in the Second Party's financial
          condition occur.

     (5)  Substantial changes in market prices which materially and adversely
          impact the Second Party's ability to perform under this Agreement or
          any Confirmation Agreement occur.

          If the Second Party fails to provide such reasonably satisfactory
     assurances of its ability to perform a transaction hereunder within three
     (3) Business Days of demand therefore, that will be considered an Event of
     Default under Section 22 of this Agreement and the First Party shall have
     the right to exercise any of the remedies provided for under

Issued by:  Michael E. Small, General Counsel to      Effective: October 1, 2003
            Western Systems Power Pool
Issued on:  August 1, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 46
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 46

     that Section 22. Nothing contained in this Section 27 shall affect any
     credit agreement or arrangement, if any, between the Parties.

28.  NETTING:

     28.1   If the Purchaser and the Seller are each required to pay an amount
            to each other in the same calendar month for transactions under this
            Agreement, then such amounts with respect to each Party may be
            aggregated and the Parties may discharge their obligations to pay
            through netting of the respective amounts due, in which case the
            Party, if any, owing the greater aggregate amount may pay to the
            other Party the difference between the amounts owed. Each Party
            reserves to itself all rights, set-offs, counterclaims, and other
            remedies and defenses (to the extent not expressly herein waived or
            denied) which such Party has or may be entitled to arising from or
            out of this Agreement and any applicable Confirmation Agreements.

     28.2   Parties shall net payments (associated with transactions under this
            Agreement and Confirmation Agreement) in accordance with Exhibit A,
            if such Parties have executed the form attached as Exhibit A. The
            Parties obligation to net shall include the netting of all payments
            received by the Parties in the same calendar month. Parties that
            have executed Exhibit A shall provide a signed copy of

Issued by:  Michael E. Small, General Counsel to        Effective: March 1, 2002
            Western Systems Power Pool
Issued on:  December 21, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 47
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 47

            Exhibit A to a representative of the WSPP and to any Party that
            requests a copy and indicate on the WSPP Homepage that they have so
            executed Exhibit A (once the WSPP Homepage possesses the necessary
            capability). If a Party indicated its election to net payments on
            the WSPP Homepage and that Party desires to withdraw its agreement
            to net, that Party shall provide at least 30 days notice on the WSPP
            Homepage of the change in its election to net and also shall
            provide, concurrent with its withdrawal notice, written notice to
            all Parties with which it has ongoing transactions or with which it
            has committed to future transactions under the Agreement at the time
            of the notice. Any such changes in netting status shall apply
            beginning at least 30 days after notice required by this Section
            28.2 is provided and only shall apply to transactions agreed to
            beginning on or after the date the change in netting status becomes
            effective.

     28.3   The Parties may by separate agreement either through a Confirmation
            Agreement or some other agreement set out specific terms relating to
            the implementation of the netting in addition to or in lieu of
            Exhibit A.

Issued by:  Michael E. Small, General Counsel to        Effective: March 1, 2002
            Western Systems Power Pool
Issued on:  December 21, 2001

<PAGE>

Western Systems Power Pool                                Original Sheet No. 47A
Rate Schedule FERC No. 6

29.  TAXES:

          The Contract Price for all transactions under the Service Schedules
     shall include full reimbursement for, and the Seller is liable for and
     shall pay, or cause to be paid, or reimburse the Purchaser for if the
     Purchaser has paid, all taxes applicable to a transaction that arise prior
     to the delivery point. If the Purchaser is required to remit such tax, the
     amount shall be deducted from any sums due to the Seller. The Seller shall
     indemnify,


Issued by:  Michael E. Small, General Counsel to        Effective: March 1, 2002
            Western Systems Power Pool
Issued on:  December 21, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 48
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 48

     defend, and hold harmless the Purchaser from any claims for such taxes. The
     Contract Price does not include reimbursement for, and the Purchaser is
     liable for and shall pay, cause to be paid, or reimburse the Seller for if
     the Seller has paid, all taxes applicable to a transaction arising at and
     from the delivery point, including any taxes imposed or collected by a
     taxing authority with jurisdiction over the Purchaser. The Purchaser shall
     indemnify, defend, and hold harmless the Seller from any claims for such
     taxes. Either Party, upon written request of the other Party, shall provide
     a certificate of exemption or other reasonably satisfactory evidence of
     exemption if either Party is exempt from taxes, and shall use reasonable
     efforts to obtain and cooperate with the other Party in obtaining any
     exemption from or reduction of any tax. Taxes are any amounts imposed by a
     taxing authority associated with the transaction.

30.  CONFIDENTIALITY:

     30.1   The terms of any transaction under this Agreement or any other
            information exchanged by the Purchaser and Seller relating to the
            transaction shall not be disclosed to any person not employed or
            retained by the Purchaser or the Seller or their affiliates, except
            to the extent disclosure is (1) required by law, (2) reasonably
            deemed by the disclosing Party to be required to be disclosed in
            connection with a dispute between or among the Parties, or the
            defense of any litigation or dispute, (3) otherwise permitted by
            consent of the other Party, which consent shall not be unreasonably
            withheld, (4) required to be

Issued by:  Michael E. Small, General Counsel to     Effective: February 1, 2004
            Western Systems Power Pool
Issued on:  November 19, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 48A
Rate Schedule FERC No. 6

            made in connection with regulatory proceedings (including
            proceedings relating to FERC, the United States Securities and
            Exchange Commission or any other


Issued by:  Michael E. Small, General Counsel to     Effective: February 1, 2004
            Western Systems Power Pool
Issued on:  November 19, 2003

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 49
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 49

            federal, state or provincial regulatory agency); (5) required to
            comply with North American Electric Reliability Organization,
            regional reliability council, or successor organization
            requirements; (6) necessary to obtain transmission service; or (7)
            to a developer of an index of electric power prices in accordance
            with Section 30.2. In the event disclosure is made pursuant to this
            provision, the Parties shall use reasonable efforts to minimize the
            scope of any disclosure and have the recipients maintain the
            confidentiality of any documents or confidential information covered
            by this provision, including, if appropriate, seeking a protective
            order or similar mechanism in connection with any disclosure. This
            provision shall not apply to any information that was or is
            hereafter in the public domain (except as a result of a breach of
            this provision).

     30.2   A Party may disclose the terms of transactions under this Agreement,
            excluding the identities of parties, to any developer of any index
            of electric power prices without violation of the confidentiality
            obligations under Section 30.1 if: (1) the disclosing Party and the
            index developer have entered into a written agreement, prior to the
            disclosure, under which the developer has agreed to use the
            information solely for the development of an index of electric power
            prices for publication and not for any other purpose; and (2) the
            index with respect to which disclosure is made is an aggregation of
            terms of transactions and does not identify terms of single
            transactions or the identities of parties to transactions.

Issued by:  Michael E. Small, General Counsel to     Effective: February 1, 2004
            Western Systems Power Pool
Issued on:  November 19, 2003

<PAGE>

Western Systems Power Pool                                Original Sheet No. 49A
Rate Schedule FERC No. 6

31.  TRANSMISSION TARIFF:

          Pursuant to FERC Order No. 888, issued on April 24, 1996, and FERC
     orders where applicable, the WSPP Default Transmission Tariff has been
     filed and has become effective. The Parties agree to be bound by the terms
     of that Tariff for so long as they are Western Systems Power Pool members.

32.  TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS:

     32.1   The Parties' agreement to transaction specific terms which
            constitute the Confirmation Agreement shall be made by one of the
            following methods: (1) provision of pertinent information through
            written Confirmation Agreements (see Exhibit C for a sample); or (2)
            oral conversation, provided that such oral conversation is recorded
            electronically. By mutual agreement and consistent with and pursuant
            to the provisions of this Section 32, the Parties to a transaction
            under


Issued by:  Michael E. Small, General Counsel to     Effective: February 1, 2004
            Western Systems Power Pool
Issued on:  November 19, 2003

<PAGE>

Western Systems Power Pool                            Third Revised Sheet No. 50
Rate Schedule FERC No. 6                 Superseding Second Revised Sheet No. 50

            this Agreement may agree to modify any term of this Agreement which
            applies to such transaction (but not to provisions regarding the
            operation of the WSPP as an organization including Sections 7 and
            8), such agreement to be reflected in a Confirmation Agreement.
            Written confirmation shall be required for all transactions of one
            week or more. Upon request of the Purchaser or at the election of
            the Seller, the Seller shall provide written confirmation which must
            be received by the Purchaser within five Business Days of the date
            of the agreement or request. The Purchaser shall have five Business
            Days from date of receipt to respond to the confirmation. If the
            Purchaser does not respond within that time period, the Seller's
            written confirmation shall be considered as accepted and final
            except as provided in Section 32.5. If the Seller fails to provide
            any required written confirmation within five Business Days, as
            described above, then the Purchaser may submit a written
            confirmation to the Seller. The Purchaser shall submit such written
            confirmation within five Business Days after the deadline for
            submitting a written confirmation applicable to the Seller as set
            forth above has expired. If the Seller fails to respond to
            Purchaser's confirmation within five Business Days, then the
            Purchaser's written confirmation shall be considered as accepted and
            final except as provided in Section 32.5. Notwithstanding the
            foregoing, any failure of the Seller or the Purchaser to provide
            written confirmation of the transaction shall not invalidate any
            oral agreement of the Parties except for oral agreements prohibited
            by Section 32.5. Nor shall any oral agreement of the Parties be
            considered invalidated

Issued by:  Michael E. Small, General Counsel to    Effective: September 1, 2002
            Western Systems Power Pool
Issued on:  July 2, 2002

<PAGE>

Western Systems Power Pool                          Second Revised Sheet No. 50A
Rate Schedule FERC No. 6                 Superseding First Revised Sheet No. 50A

            before and during the time period the confirmation process is
            ongoing and no final Confirmation Agreement under these procedures
            or through mutual agreement has been reached. For transactions of
            less than one week in duration (as agreed in an electronically
            recorded conversation) and that commence within one week of that
            conversation, a written confirmation will have no effect unless it
            is signed by both parties. The foregoing sentence does not apply to
            Non-Standard Confirmation Provisions of such a transaction (to which
            Section 32.5 applies).


Issued by:  Michael E. Small, General Counsel to     Effective: February 1, 2004
            Western Systems Power Pool
Issued on:  November 19, 2003

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 51
Rate Schedule FERC No. 6

     32.2   The Parties agree not to contest, or assert any defense with respect
            to, the validity or enforceability of any agreement to the terms
            concerning a specific transaction(s), on the basis that
            documentation of such terms fails to comply with the requirements of
            any statute that agreements be written or signed. Each Party
            consents to the recording by the other Party, without any further
            notice, of telephone conversations between representatives of the
            Parties, which contain agreements to or discussion concerning the
            terms of a specific transaction(s). All such recordings may be
            introduced and admitted into evidence for the purpose of proving
            agreements to terms, and any objection to such introduction or
            admission for such purpose is hereby expressly waived. The terms
            documented hereunder, whether stated in a written document or a
            recording, are intended by the Parties as a final expression of
            their agreement with respect to such terms as are included therein
            and may not be contradicted by evidence of any prior agreement, but
            may be supplemented by course of dealing, performance, usage of
            trade and evidence of consistent additional mutually agreed-upon
            terms.

     32.3   For individual transactions under the Service Schedules, the
            Agreement as it may be modified or supplemented by a Confirmation
            Agreement shall bind the Parties and govern the transactions;
            provided, however, if the Parties to a transaction do not reach
            agreement on such modification or change to a term of the Agreement,
            or the Confirmation Agreement is not considered accepted and final
            pursuant to Section 32.1, then the term or terms of the Agreement,
            which the Parties could not

Issued by:  Michael E. Small, General Counsel to         Effective: July 1, 2000
            Western Systems Power Pool
Issued on:  September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 52
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 52

            reach agreement to modify or change or which are not considered
            modified pursuant to Section 32.1, shall apply to that transaction.
            In the event of a conflict between a binding and effective
            Confirmation Agreement and this Agreement, the Confirmation
            Agreement shall govern.

     32.4   The Seller shall not be required to file written confirmations with
            FERC except as provided in the Service Schedules.

     32.5   When a Confirmation Agreement contains Non-Standard Confirmation
            Provisions which are provisions other than those set forth in
            paragraphs (a) - (l) of Exhibit C, those Non-Standard Confirmation
            Provisions shall not be deemed to be accepted pursuant to Section
            32.1 unless agreed to: (i) orally, with that oral agreement recorded
            (provided that such oral agreement option only shall be available
            for transactions of less than one week); or (ii) in a writing
            executed by both Parties.

     32.6   Other Products and Service Levels: The Parties may agree to use a
            product/service level defined by a different agreement (e.g., the
            California ISO tariff, the ERCOT agreement or the EEI agreement) for
            a particular transaction under this Agreement. Unless the Parties
            expressly state and agree that all the terms and conditions of such
            other agreement will apply to any such transaction, the transaction
            shall be subject to all the terms of this Agreement, except that (1)
            all service level/product definitions, (2) force
            majeure/uncontrollable force definitions, and (3) other terms as
            mutually agreed shall have the meaning

Issued by: Michael E. Small, General Counsel to     Effective: September 1, 2002
           Western Systems Power Pool
Issued on: July 2, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 52A
Rate Schedule FERC No. 6

            ascribed to them in the different agreement or in the applicable
            confirmation notice or agreement.

     32.7   Written confirmation pursuant to this Section 32 may be provided in
            electronic format so long as the Parties to the affected transaction
            or transactions have agreed on the procedures and format for doing
            so.

33.  PERFORMANCE, TITLE, AND WARRANTIES FOR TRANSACTIONS UNDER SERVICE
     SCHEDULES:

     33.1   Performance

            33.1.1 The Seller shall deliver to the delivery point(s) as agreed
                   to in the applicable Confirmation Agreement and sell to the
                   Purchaser in accordance with the terms of the Agreement and
                   such Confirmation Agreement.

            33.1.2 The Purchaser shall receive and purchase the Contract
                   Quantity, as agreed to by the Parties in the applicable
                   Confirmation Agreement, at the delivery point(s) and purchase
                   from the Seller in accordance with the terms of the Agreement
                   and such Confirmation Agreement.

     33.2   Title and Risk of Loss

                 Title to and risk of loss of the electric energy shall pass
            from the Seller to the Purchaser at the delivery point agreed to in
            the Confirmation Agreement; provided, however, with regard to
            federal agencies or parts of the United States

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 53
Rate Schedule FERC No. 6

            Government, title to and risk of loss shall pass to Purchaser to the
            extent permitted by and consistent with applicable law.

     33.3   Warranties

                 The Seller warrants that it will transfer to the Purchaser good
            title to the electric energy sold under the Agreement and any
            Confirmation Agreement, free and clear of all liens, claims, and
            encumbrances arising or attaching prior to the delivery point and
            that Seller's sale is in compliance with all applicable laws and
            regulations. THE SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES,
            EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
            FITNESS FOR A PARTICULAR PURPOSE.

34.  DISPUTE RESOLUTION:

     34.1   INFORMAL DISPUTE RESOLUTION

                 Before binding dispute resolution or any other form of
            litigation may proceed, any dispute between the Parties to a
            transaction under this Agreement first shall be referred to
            nonbinding mediation. The Parties shall attempt to agree upon a
            mediator from a list of ten (10) candidates provided by the Chairman
            of the WSPP Operating Committee or his or her designee. If the
            Parties are unable to agree, then the Chairman or the designee shall
            appoint a mediator for the dispute. Neither the mediator nor the
            person involved on behalf of the WSPP in developing a list of
            mediators for the Parties to choose from or in selecting the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 54
Rate Schedule FERC No. 6

            mediator (if the Parties are unable to do so) shall possess a direct
            or indirect interest in either Party or the subject matter of the
            mediation. The WSPP shall establish procedures for the appointment
            of mediators and the conduct of mediation and those procedures shall
            apply to the mediation.

     34.2   BINDING DISPUTE RESOLUTION

                 The Parties to a dispute may elect binding dispute resolution
            using the following process unless binding arbitration of certain
            disputes is required under this Agreement in which event the Parties
            shall use the process set forth in this Section 34.2 to resolve such
            disputes, unless the Parties otherwise agree:

            (a)  WSPP Dispute Resolution: A Party to a dispute (if binding
                 dispute resolution is required) or all Parties to a dispute (if
                 agreement of the Parties is required for binding dispute
                 resolution) may initiate binding dispute resolution under WSPP
                 procedures by notifying the Chairman of the WSPP Operating
                 Committee or his or her designee. The Chairman or his or her
                 designee shall provide the Parties with a list of ten (10)
                 eligible arbitrators. Within ten (10) days of receiving the
                 list, the Parties shall agree on a single arbitrator from the
                 list to conduct the arbitration, or notify the Chairman of the
                 Operating Committee or the designee of their inability to reach
                 agreement. If notified of the Parties inability to reach
                 agreement, then the Chairman or the designee shall choose the
                 arbitrator from the list within five (5) days. Neither the
                 arbitrator nor the person

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 55
Rate Schedule FERC No. 6

                 involved on behalf of the WSPP in developing a list of
                 arbitrators for the Parties to choose from or in selecting the
                 arbitrator (if the Parties are unable to do so) shall possess a
                 direct or indirect interest in either Party or the subject
                 matter of the arbitration. The Procedures to be used for this
                 arbitration shall follow the arbitration procedures which shall
                 be developed and maintained by the WSPP and the procedures will
                 be generally consistent with the commercial arbitration rules
                 of the American Arbitration Association though not involving
                 the Association.

                 If the Parties agree to binding dispute resolution under this
            Section 34.2, each Party understands that it will not be able to
            bring a lawsuit concerning any dispute that may arise which is
            covered by this arbitration provision. Notwithstanding the
            foregoing, nothing herein is intended to waive any provision of the
            Federal Arbitration Act, 9 U.S.C. Section 1, et. seq., or any right
            under state statute or common law to challenge an arbitration award
            or to prevent any action to enforce any arbitration award.

                 A Party's liability and damages under any arbitration award
            resulting from the process set forth in this Section 34.2 shall be
            limited as provided in this Agreement or in any Confirmation
            Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 56
Rate Schedule FERC No. 6

     34.3   COSTS

                 Each Party shall be responsible for its own costs and those of
            its counsel and representatives. The Parties shall equally divide
            the costs of the arbitrator or mediator and the hearing.

     34.4   CONFIDENTIALITY

                 Any arbitration or mediation under this Section 34 shall be
            conducted on a confidential basis and not disclosed, including any
            documents or results which shall be considered confidential, unless
            the Parties otherwise agree or such disclosure is required by law.

35.  FORWARD CONTRACTS:

          The Parties acknowledge and agree that all transactions under the
     Agreement and Confirmation Agreement(s) are forward contracts and that the
     Parties are forward contract merchants, as those terms are used in the
     United States Bankruptcy Code. The Parties acknowledge and agree that all
     of their transactions, together with this Agreement and the related
     Confirmation Agreement(s) form a single, integrated agreement, and
     agreements and transactions are entered into in reliance on the fact that
     the agreements and each transaction form a single agreement between the
     Parties.

36.  TRADE OPTION EXCEPTION

          The Parties intend that any Physically Settled Option under this
     Agreement shall qualify under the trade option exception, 17 C.F.R. Section
     32.4. Accordingly, each Party buying or selling a Physically Settled Option
     agrees and warrants that any such option

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 57
Rate Schedule FERC No. 6

     shall be offered only to a provider, user, or merchant and that the
     entities entering into the options are doing so solely for purposes related
     to their business.

37.  ADDITIONAL REPRESENTATIONS AND WARRANTIES:

          Each Party warrants and represents to the other(s) that it possesses
     the necessary corporate, governmental and legal authority, right and power
     to enter into and agree to the applicable Confirmation Agreement for a
     transaction or transactions and to perform each and every duty imposed, and
     that the Parties' agreement to buy and sell power under this Agreement and
     the Confirmation Agreement represents a contract. Each Party also warrants
     and represents to the other(s) that each of its representatives executing
     or agreeing through a Confirmation Agreement to a transaction under this
     Agreement is authorized to act on its behalf.

          Each Party further warrants and represents that entering into and
     performing this Agreement and any applicable Confirmation Agreement does
     not violate or conflict with its Charter, By-laws or comparable constituent
     document, any law applicable to it, any order or judgment of any court or
     other agency of government applicable to it or any agreement to which it is
     a party and that this Agreement and applicable Confirmation Agreement(s),
     constitute a legal, valid and binding obligation enforceable against such
     Party in accordance with the terms of such agreements.

          Each Party also represents that it is solvent and that on each
     delivery this representation shall be deemed renewed unless notice to the
     contrary is given in writing by the Purchaser to the Seller before
     delivery.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 58
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 58

38.  FLOATING PRICES:

     38.1   In the event the Parties intend that the price for a transaction is
            to be based on an index, exchange or any other kind of variable
            reference price (such price being a "Floating Price"), the Parties
            shall specify the "Floating Price" to be used to calculate the
            amounts in a Confirmation Agreement due Seller for that transaction.

     38.2   Market Disruption. If a Market Disruption Event has occurred and is
            continuing during the Determination Period, the Floating Price for
            the affected Trading Day shall be determined as follows. The Parties
            shall negotiate in good faith to agree on a Floating Price (or a
            method for determining a Floating Price) for the affected Trading
            Day. If the Parties have not so agreed on or before the twelfth
            Business Day following the first Trading Day on which the Market
            Disruption Event occurred or existed, then the Floating Price shall
            be determined in good faith by the Parties based upon (1) quotes
            from Dealers in energy contracts; and/or (2) quotes from Brokers in
            energy contracts. Each Party may obtain up to a maximum of four
            quotes which must be provided to the other Party no later than
            twenty-two Business Days following the first Business Day on which
            the Market Disruption Event occurred or existed. These quotes shall
            reflect transacted prices. The Floating Price for the affected
            Trading Day shall equal a simple average of the quotes obtained and
            provided by the Parties consistent with the provisions of this
            Section 38. Each Party providing quote(s) to the other Party also
            shall

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                Original Sheet No. 58A
Rate Schedule FERC No. 6

            identify to that other Party the Dealer(s) and/or the Broker(s) who
            provided each of the quotes to allow verification.

            "Determination Period" means each calendar month during the term of
            the relevant transaction; provided that if the term of the
            transaction is less than one calendar month the Determination Period
            shall be the term of the transaction. "Market Disruption Event"
            means, with respect to an index, any of the following events (the
            existence of which shall be determined in good faith by the
            Parties): (a) the failure of the index to announce or publish
            information necessary for determining the Floating Price; (b) the
            failure of trading to commence or the permanent discontinuation or
            material suspension of trading in the relevant options contract or
            commodity on the exchange or market acting as the index; (c) the
            temporary or permanent discontinuance or unavailability of the
            index; (d) the temporary or permanent closing of any exchange acting
            as the index; or (e) a material change in the formula for or the
            method of determining the Floating Price.

            "Trading Day" means a day in respect of which the relevant price
            source published the relevant price or would have published the
            relevant price but for the Market Disruption Event.

     38.3   Calculation of Floating Price. For the purposes of the calculation
            of a Floating Price, all numbers shall be rounded to three (3)
            decimal places. If the fourth (4th) decimal number is five (5) or
            greater, then the third (3rd) decimal number shall be

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                           First Revised Sheet No. 58B
Rate Schedule FERC No. 6                      Superseding Original Sheet No. 58B

            increased by one (1), and if the fourth (4th) decimal number is less
            than five (5), then the third (3rd) decimal number shall remain
            unchanged.

     38.4   Corrections. For the purposes of determining the relevant prices for
            any day, if the price published or announced on a given day and used
            or to be used to determine the relevant price is subsequently
            corrected and the correction is published or announced by the person
            responsible for that publication or announcement, either Party may
            notify the other Party of (i) that correction and (ii) the amount
            (if any) that is payable as a result of that correction. If a Party
            gives notice that an amount is so payable, the Party that originally
            either received or retained such amount will pay such amount
            consistent with the provisions of this Section 38.4. The amount that
            is payable as a result of the correction shall be included in the
            billing cycle in which the notice of the correction is provided.

39.  AMENDMENT:

     39.1   This Agreement may be amended upon the submission to FERC and
            acceptance by FERC of that amendment. The Parties through the
            Executive Committee shall direct the filing of any amendments. The
            Parties to this Agreement agree to bound by this Agreement as it may
            be amended, provided that the Parties possess the right to challenge
            any amendments at FERC and to exercise any applicable withdrawal
            rights under this Agreement.

     39.2   Unless otherwise stated in the amendment, all amendments shall apply
            only to new transactions entered into or agreed to on or after the
            effective date of the amendment. Preexisting agreements and
            transactions shall operate under the

Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                                Original Sheet No. 58C
Rate Schedule FERC No. 6

            version of the WSPP Agreement effective at the time of the agreement
            for the transaction unless the Parties to a transaction or
            transactions mutually agree otherwise.

     39.3   An agreement modifying this Agreement or a Confirmation Agreement
            for a transaction needs no consideration to be binding.

40.  EXECUTION BY COUNTERPARTS:

          This Agreement may be executed in any number of counterparts, and upon
     execution by all Parties, each executed counterpart shall have the same
     force and effect as


Issued by: Michael E. Small, General Counsel to      Effective: February 1, 2003
           Western Systems Power Pool
Issued on: December 3, 2002

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 59
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 59

     an original instrument and as if all Parties had signed the same
     instrument. Any signature page of this Agreement may be detached from any
     counterpart of this Agreement without impairing the legal effect of any
     signatures thereon, and may be attached to another counterpart of this
     Agreement identical in form hereto but having attached to it one or more
     signature pages.

41.  WITNESS:

          IN WITNESS WHEREOF, the Parties have caused this Agreement to be
     executed by their duly authorized representative as of the 27th day of
     July, 1991 (or as of the date of execution of this Agreement by each
     Party's duly authorized representation, in the case of any Party that
     becomes a signatory to this Agreement subsequent to July 27, 1991).


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 60
Rate Schedule FERC No. 6

                                    EXHIBIT A

                                     NETTING

     Each Party that executes this Exhibit A to the Agreement agrees to net
payments for transactions under WSPP Service Schedule A, B, and C with any other
Party or Parties which also have agreed to net payments by executing a copy of
this Exhibit A. The Party executing this Exhibit A shall indicate below when it
desires that its agreement to net becomes effective. A Party agreeing to net
under this Exhibit A shall comply with the provisions of Section 28.2 of the
Agreement. Defined terms used herein are as defined in the WSPP Agreement.
Netting shall be done in accordance with the following provision:

            If the Purchaser and Seller are each required to pay an amount on
            the payment due date in the same month for transactions under the
            Agreement or Confirmation Agreement, then such amounts with respect
            to each Party will be aggregated and the Parties will discharge
            their obligations to pay through netting, in which case the Party
            owing the greater aggregate amount will pay to the other party the
            difference between the amounts owed consistent with the payment
            times in Section 9.2 of the Agreement, unless the Parties have
            otherwise agreed to a different payment time as allowed by the
            Agreement. Each Party reserves to itself all rights, set-offs,
            counterclaims and other remedies and/or defenses to which it is or
            may be entitled, arising from or out of the Agreement. All
            outstanding payments between the Parties which are to be netted
            pursuant to this Exhibit A for transactions under WSPP Service
            Schedule A, B, and C shall be offset against each other or set off
            or recouped therefrom.


--------------------------------------    --------------------------------------
Name of Authorized Representative         Effective Date for Netting


--------------------------------------
Name of WSPP Member


--------------------------------------    --------------------------------------
Signature of Authorized                   Date of Execution
Representative

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 61
Rate Schedule FERC No. 6

       [WSPP SAMPLE FORM - PARTIES ARE FREE TO USE THIS OR DISREGARD IT.]

                                    EXHIBIT B

FORM OF COUNTERPARTY GUARANTEE AGREEMENT

     This Guarantee Agreement (this "Guarantee"), dated, as of [__________],
199[__], is made and entered into by [_____________], a [__________] corporation
("Guarantor").

                                   WITNESSETH:

     WHEREAS, [___________________] (the "Company") may enter into transactions
involving power sales under the Western Systems Power Pool ("WSPP Agreement")
and related confirmation agreements/1/ (collectively "Agreements") with [Company
Name] ("Guaranteed Party"); and

     WHEREAS, Guarantor will directly or indirectly benefit from the Agreements.

     NOW THEREFORE, in consideration of the Guaranteed Party agreeing to conduct
business with Company, Guarantor hereby covenants and agrees as follows:

     1.   GUARANTY. Subject to the provisions hereof, Guarantor hereby
irrevocably and unconditionally guarantees the timely payment when due of the
obligations of Company (the "Obligations") to the Guaranteed Party in accordance
with the Agreements. If Company fails to pay any Obligations, Guarantor shall
promptly pay to the Guaranteed Party no later than the next Business Day (as
defined in the WSPP Agreement), after notification, the amount due in the same
currency and manner provided for in the Agreements. This Guarantee shall
constitute a guarantee of payment and not of collection. Guarantor shall have no
right of subrogation with respect to any payments it makes under this Guarantee
until all of the Obligations of Company to the Guaranteed Party are paid in
full. The liability of Guarantor under the Guarantee shall be subject to the
following:

          (a)  Guarantor's liability hereunder shall be and is specifically
limited to payments expressly required to be made in accordance with the
Agreements (even if such payments are deemed to be damages) and, except to the
extent specifically provided in the Agreements, in no event shall Guarantor be
subject hereunder to consequential, exemplary, equitable, loss of profits,
punitive, tort, or any other even if such fees together with the payments
Western Systems Power Pool Original Sheet No. 62 Rate Schedule FERC No. 6

----------
1


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 62
Rate Schedule FERC No. 6

exceed the cap in Section 1(b), damages, costs, except that Guarantor shall be
required to pay reasonable attorney fees.

          (b)  The aggregate liability of the Guarantor shall not exceed [_____]
Million U.S. Dollars [_________].

     2.   DEMANDS AND NOTICE. If Company fails or refuses to pay any
Obligations, the Guaranteed Party may make a demand upon Guarantor (hereinafter
referred to as a "Payment Demand"). A Payment Demand shall be in writing and
shall reasonably and briefly specify in what manner and what amount Company has
failed to pay and an explanation of why such payment is due, with a specific
statement that the Guaranteed Party is calling upon Guarantor to pay under this
Guarantee. A Payment Demand satisfying the foregoing requirements shall be
deemed sufficient notice to Guarantor that it must pay the Obligations. A single
written Payment Demand shall be effective as to any specific default during the
continuance of such default, until Company or Guarantor has cured such default,
and additional Payment Demands concerning such default shall not be required
until such default is cured.

     3.   REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants
that:

          (a)  it is a corporation duly organized and validly existing under the
laws of the State of [_____________] and has the corporate power and authority
to execute, deliver and carry out the terms and provisions of this Guarantee;

          (b)  no authorization, approval, consent or order of, or registration
or filing with, any court or other governmental body having jurisdiction over
Guarantor is required on the part of Guarantor for the execution and delivery of
this Guarantee; and

          (c)  this Guarantee constitutes a valid and legally binding
agreement of Guarantor enforceable against Guarantor in accordance with its
terms, except as the enforceability of this Guarantee may be limited by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by general principles of
equity.

     4.   EFFECT OF BANKRUPTCY BY COMPANY. The Guarantor's obligation to pay
under this Guarantee shall not be affected in any way by the institution with
respect to the Company of a bankruptcy, reorganization, moratorium or similar
insolvency proceeding or other relief under any bankruptcy or insolvency law
affecting creditor's rights or a petition for the Company's winding-up or
liquidation.

     5.   AMENDMENT. No term or provision of this Guarantee shall be amended,
modified, altered, waived, or supplemented except in a writing signed by the
Guarantor and Guaranteed Party hereto.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 63
Rate Schedule FERC No. 6

     6.   WAIVERS. Guarantor hereby waives (a) notice of acceptance of this
Guarantee; (b) presentment and demand concerning the liabilities of Guarantor,
except as expressly hereinabove set forth; and (c) any right to require that any
action or proceeding be brought against Company or any other person, or except
as expressly hereinabove set forth, to require that the Guaranteed Party seek
enforcement of any performance against Company or any other person, prior to any
action against Guarantor under the terms hereof.

     Except as to applicable statutes of limitation, no delay of the Guaranteed
Party in the exercise of, or failure to exercise, any rights hereunder shall
operate as a waiver of such rights, a waiver of any other rights or a release of
Guarantor from any obligations hereunder.

     Guarantor consents to the renewal, compromise, extension, acceleration or
other changes in the time of payment of or other changes in the terms of the
Obligations, or any part thereof or any changes or modifications to the terms of
the Agreements.

     Guarantor may terminate this Guarantee by providing written notice of such
termination to the Guaranteed Party and upon the effectiveness of such
termination, Guarantor shall have no further liability hereunder, except as
provided in the last sentence of this paragraph. No such termination shall be
effective until fifteen (15) Business Days after receipt by the Guaranteed Party
of such termination notice. No such termination shall affect Guarantor's
liability with respect to any obligations arising under any transaction entered
into prior to the time the termination is effective, which transaction shall
remain guaranteed pursuant to the terms of this Guarantee.

     7.   ASSIGNMENT. The Guarantor shall not assign this Guarantee without the
express written consent of the Guaranteed Party. The Guaranteed Party shall be
entitled to assign its rights under this Agreement in its sole discretion.

     8.   NOTICE. Any Payment Demand, to the Guaranteed Party or the Guarantor
notice, request, instruction, correspondence or other document to be given
hereunder by any party to another (herein collectively called "Notice") shall be
in writing and delivered personally or mailed by certified mail, postage prepaid
and return receipt requested, or by telegram or telecopier, as follows:


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 64
Rate Schedule FERC No. 6

     To [Name of Guaranteed Party]    __________________________
                          __________________________
                          __________________________
                          Attn: ____________________
                          Fax No.: (___)____________

     To Guarantor:        __________________________
                          __________________________
                          __________________________
                          Attn: ____________________
                          Fax No.: (___)____________

     Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All Notices by telegram or
telecopier shall be confirmed promptly after transmission in writing by
certified mail or personal delivery. Any party may change any address to which
Notice is to be given to it by giving notice as provided above of such change of
address.

     8.   MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [State], WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be binding upon
Guarantor, its successors and assigns and inure to the benefit of and be
enforceable by the Guaranteed Party, its successors and assigns. The Guarantee
embodies the entire agreement and understanding between Guarantor and the
Guaranteed Party and supersedes all prior agreements and understandings relating
to the subject matter hereof. The headings in this Guarantee are for purposes of
reference only, and shall not affect the meaning hereof. This Guarantee may be
executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.

EXECUTED as of the day and year first above written.

                           [_________________________]

                           By:
                               ----------------------
                           Name:
                                 --------------------
                           Title:
                                  -------------------


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                           Second Revised Sheet No. 65
Rate Schedule FERC No. 6                  Superseding First Revised Sheet No. 65

                                    EXHIBIT C
                          SAMPLE FORM FOR CONFIRMATION

1.   Transaction Specific Agreements

          The undersigned Parties agree to sell and purchase electric energy, or
     a Physically-Settled Option, pursuant to the WSPP Agreement as it is
     supplemented and modified below:

     (a)  Seller: _________________________________
     (b)  Purchaser: ___________________________________
     (c)  Period of Delivery:  From __\__\__  To  __\__\__
     (d)  Schedule (Days and Hours): _____________________
     (e)  Delivery Rate: ____________________________________
     (f)  Delivery Point(s): ___________________________
     (g)  Type of Service (Check as Applicable)
                Service Schedule A ________
                Service Schedule B ________
                Service Schedule C ________
                Physically-Settled Option Service Schedule B ________
                Physically-Settled Option Service Schedule C ________
                Other products per Section 32.6 _____________ [Describe Product]
     (h)  Contract Quantity: ________ Total MWhrs.
     (i)  Contract or Strike Price: __________________________
     (j)  Transmission Path for the Transaction (If Applicable):
     (k)  Date of Agreement if different: _____________
     (l)  Additional Information for Physically-Settled Options
          (i)   Option Type: Put _______________   Call __________
          (ii)  Option Style: _______________
          (iii) Exercise Date or Period: ______________
          (iv)  Premium: _______________
          (v)   Premium Payment Date: ________________
          (vi)  Method for providing notice of exercise ____________________
     (m)  Special Terms and Exceptions:
          See Attachment A

[Special Terms and Exceptions shall be shown on an Attachment to this
Confirmation.]

_______________________________     ____________________________
Name of Trader for Purchaser        Name of Trader for Seller


Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 66
Rate Schedule FERC No. 6


_______________________________     ____________________________
     Authorized Signature               Authorized Signature
        for Purchaser                        for Seller

_______________________________     ____________________________
Date                                Date


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 67
Rate Schedule FERC No. 6

                                    EXHIBIT D

                    WSPP MEDIATION AND ARBITRATION PROCEDURES

I.   MEDIATION

     A.   Informal Mediation. WSPP members with a dispute or a potential dispute
          involving transactions under the WSPP Agreement may request
          non-binding, informal mediation by contacting the WSPP's General
          Counsel and by providing a brief explanation in writing of the dispute
          and the remedy being sought. All parties to the dispute must request
          this Informal Mediation for it to become effective. After this
          contact, a telephonic conference call will be arranged among the
          affected WSPP members and the WSPP's General Counsel, the Chairman of
          the Operating Committee, and/or some other independent and
          knowledgeable person requested by the Chairman of the Operating
          Committee to participate. The purpose of the conference call will be
          to discuss the issues and to have an independent person or persons
          state their views. Best efforts will be made to set up this conference
          call within five Business Days after the WSPP's General Counsel is
          contacted subject to accommodating the schedules of all involved. This
          Informal Mediation shall be considered as satisfying the Mediation
          requirements of Section 34.1 of the WSPP Agreement.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 68
Rate Schedule FERC No. 6

     B.   Initiating Formal Mediation. A WSPP member which believes that it
          possesses a claim against another WSPP member relating to a WSPP
          transaction, which is unable to resolve the dispute through agreement
          with the other member to the transaction, and which desires to pursue
          that claim shall initiate non-binding formal mediation pursuant to
          Section 34.1 of the WSPP Agreement. The member initiating such
          mediation shall do so by Serving written notice to the Chairman of the
          WSPP Operating Committee, the WSPP's General Counsel, and the other
          members against which the claim is directed. Such notice shall state
          the nature of the dispute, the remedy sought, and support the claim.

     C.   Response to Document Initiating Formal Mediation. Within eight days,
          the member or members against which the claim is directed may provide
          a response to the notice which shall be Served on the member which
          initiated the Mediation, the Chairman of the WSPP's Operating
          Committee, and the WSPP's General Counsel.

     D.   Choosing the Mediator. The Mediator shall be chosen in accordance with
          the procedures set forth in Section 34.1 of the WSPP Agreement. Each
          Party may suggest persons to be included on the list of Mediators to
          be presented to the Parties provided that these suggested persons
          shall be provided to the WSPP Representative together with relevant
          personal histories within two Business Days


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 69
Rate Schedule FERC No. 6

          of the date by which time the list of Mediators is to be sent out. The
          WSPP Representative shall allow at least one person suggested by each
          Party to be added to the list of Mediators. A brief personal history
          of each person on the list of potential mediators shall be provided to
          the Parties, with that history showing the person's employment over
          the last five years and any other relevant facts. The WSPP
          Representative shall provide the Parties with the list of Mediators
          within five days of receipt of notice of the dispute. The Parties then
          shall have five days in which to reach agreement on a Mediator or
          inform the WSPP Representative that they were unable to reach
          agreement in which event the WSPP Representative shall appoint the
          Mediator consistent with Section 34.1 of the WSPP Agreement. Upon
          request of the Parties for expedition, the WSPP Representative shall
          use best efforts to expedite this process.

     E.   Location for the Formal Mediation. The Parties shall agree on a
          location for the Mediation. If the Parties fail to reach agreement,
          then the WSPP Representative shall set the location which shall be
          convenient for the Parties and the Mediator.

     F.   Time for the Formal Mediation. The Parties shall agree on the time for
          the Mediation after consultation with the Mediator if one has been
          appointed. If the Parties fail to reach agreement, then the WSPP
          Representative shall set the time


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 70
Rate Schedule FERC No. 6

          which shall not be more than twenty-one days after the notice
          initiating the Mediation is received after consultation with the
          Parties and any Mediator.

     G.   Conduct of the Formal Mediation. The Mediator shall have the ability
          to conduct the Mediation in any manner which the Mediator believes is
          appropriate to facilitate resolution of the dispute. Each Party shall
          have at least one representative with the authority to settle the
          dispute present at the Mediation. The Mediation shall be private and
          confidential and the Mediator shall have the authority to exclude any
          person not directly involved unless the Parties agree otherwise in
          writing. At the Mediation, each Party shall have the right to make a
          brief presentation of its case and to question the other Party. Each
          Party also may be represented by counsel.

     H.   Replacement of the Mediator. If the Mediator resigns, withdraws or is
          no longer able to serve, then the Parties shall have two Business Days
          in which to agree on a new Mediator. If the Parties are unable to
          agree within such time, the WSPP Representative shall appoint a
          replacement Mediator from the list used to select the first Mediator
          within two Business Days after being notified that the Parties are
          unable to agree. The dates and deadlines in this section may require
          modification if the mediator is replaced. Any extensions shall be as
          limited as possible.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 71
Rate Schedule FERC No. 6

II.  ARBITRATION

     A.   Initiating Arbitration. A WSPP member which initiates Arbitration
          pursuant to Section 34.2 of the WSPP Agreement shall do so by Serving
          the Chairman of the WSPP Operating Committee, the WSPP General Counsel
          and the members against which the claim is directed with written
          notice of its demand for arbitration. Such notice shall state the
          nature of the dispute, the remedy sought, and support the claim.

     B.   Response. Within ten days of receipt of the notice, any member or
          members against which the claim is directed may provide a response to
          the notice. Such response must include any counterclaims which the
          member believes are appropriate. If a counterclaim is submitted, then
          the member which submitted the notice may respond to the counterclaim
          within ten days of receipt. All such responses shall be Served on the
          Parties, the Chairman of the WSPP Operating Committee, and the WSPP
          General Counsel.

     C.   Choosing the Arbitrator. The Arbitrator shall be chosen in accordance
          with the procedures set forth in Section 34.2 of the WSPP Agreement.
          Each Party may suggest persons to be included on the list of
          Arbitrators to be presented to the Parties provided that these
          suggested persons are provided to the WSPP Representative together
          with relevant personal histories within two business days


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 72
Rate Schedule FERC No. 6

          of the date by which time the list of Arbitrators is to be sent out.
          The WSPP Representative shall allow at least one person suggested by
          each Party to be added to the list of potential Arbitrators. A brief
          personal history of each person on the list of potential Arbitrators
          shall be provided to the Parties, with that history showing the
          person's employment over the last five years and any other relevant
          facts. The WSPP Representative shall provide the Parties with the list
          of Arbitrators within seven days of receipt of notice of the request
          for Arbitration. The Parties then shall have ten days in which to
          reach agreement on the Arbitrator or to inform the WSPP Representative
          that they were unable to reach agreement in which event the WSPP
          Representative shall appoint the Arbitrator consistent with Section
          34.2 of the Agreement. Upon request of the Parties for expedition, the
          WSPP Representative shall use best efforts to cause this process to be
          expedited.

     D.   Location for the Arbitration. The Parties shall agree on a location
          for the Arbitration. If the Parties fail to reach agreement, then the
          WSPP Representative shall set the location which shall be convenient
          for the Parties and the Arbitrator.

     E.   Time for the Arbitration. The Parties shall agree on the time for the
          Arbitration and coordinate that time with the Arbitrator if one has
          been agreed to or appointed. If the Parties fail to reach agreement,
          then the WSPP Representative


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 73
Rate Schedule FERC No. 6

          shall set the time which shall not be more than 60 days after the
          notice is received. The WSPP Representative shall set a time after
          consultation with the Parties and the Arbitrator to check their
          schedules.

     F.   Discovery. After appointment of the Arbitrator, each Party shall be
          entitled to obtain relevant documents from the other Parties and to
          take depositions. Each Party shall respond to such a document request
          within seven days of receipt of the request and make its employees or
          consultants available for depositions to the extent that the employee
          or consultant possesses knowledge and information relevant to the
          dispute. Each Party shall disclose documents that are confidential or
          commercially sensitive subject to a reasonable protective order. Any
          disputes concerning discovery shall be promptly referred to the
          Arbitrator who shall have authority to resolve such disputes,
          including the authority to require attendance of witnesses at
          depositions. The Federal Rules of Civil Procedure shall apply to
          discovery under these procedures.

     G.   Conduct of Arbitration if the Parties Agree to Waive an Oral Hearing.
          If the Parties agree to waive an oral hearing, then the Parties shall
          Serve Initial Briefs no later than 35 days after the notice is
          received or notify the Arbitrator that they do not wish to submit any
          additional documents. Parties shall Serve any Reply Briefs no later
          than ten days after the date for Service of Initial Briefs.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory
Commission, Docket Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 74
Rate Schedule FERC No. 6

     H.   Conduct of the Arbitration Hearing. No later than fifteen days before
          any hearing, any Party may Serve an Initial Brief or notify the
          Arbitrator that they do not wish to submit any additional documents. A
          Party shall Serve any Reply Brief no later than five Business Days
          before any hearing. The Arbitrator shall preside over any hearing and
          rule on all objections including objections as to the admissibility of
          evidence or whether the questioning is proper. All testimony shall be
          submitted under oath. The Arbitrator is not bound to follow any
          particular rules governing the conduct of the proceeding. The
          Arbitrator may rely on legal advice provided through the WSPP. The
          Arbitrator may require any person employed by a Party to attend and
          testify at the hearing. Each Party shall possess the right to present
          evidence, including witnesses, and to cross-examine other Parties'
          witnesses. The Arbitration shall be private and the Arbitrator shall
          have the authority to exclude any person not directly involved unless
          the Parties otherwise agree. Each Party may be represented by counsel.
          A stenographic record of the Arbitration shall be kept.

     I.   Decision. Within ten Business Days after the end of the Arbitration
          hearing, the Arbitrator shall issue his award in writing. If the
          Parties waived the right to an oral hearing, then the Arbitrator shall
          issue the award within ten Business Days of the last date Briefs were
          to be submitted. The Arbitrator is not limited in the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 75
Rate Schedule FERC No. 6

          remedies he may order so long as any arbitration award is consistent
          with the provisions and limitations of the WSPP Agreement and any
          applicable Confirmation Agreement with respect to the liability and
          damages of any Party; provided, however, upon agreement of the Parties
          to the dispute, the Arbitrator's choice of remedies may be limited.

     J.   Replacement of the Arbitrator. If the Arbitrator resigns, withdraws,
          or is no longer able to serve then the Parties shall have two Business
          Days in which to agree on a new Arbitrator. If the Parties are unable
          to agree within such time, the WSPP Representative shall appoint a
          replacement Arbitrator from the list used to select the first
          Arbitrator within two Business Days after being notified that the
          Parties are unable to agree. The dates and deadlines in this section
          may require modification if the mediator is replaced. Any extensions
          shall be as limited as possible.

III. MISCELLANEOUS

     A.   Confidentiality. Any Arbitration or Mediation shall be confidential as
          provided in Section 34.4 of the WSPP Agreement.

     B.   Costs. Costs shall be borne by Parties as provided in Section 34.3 of
          the WSPP Agreement.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 76
Rate Schedule FERC No. 6

     C.   Restrictions on Lawsuits. Each Party shall be subject to the
          restrictions provided in Section 34.2 of the WSPP Agreement.

     D.   Attorney-Client/Attorney Workproduct. The Arbitrator or Mediator shall
          not take any action which would result in disclosure of information in
          violation of the attorney-client privilege or attorney workproduct
          doctrine.

IV.  DEFINITIONS

     A.   Arbitrator or Arbitration. The Arbitrator appointed pursuant to these
          procedures and Section 34.2 of the WSPP Agreement and the Arbitration
          pursuant to these procedures and the WSPP Agreement.

     B.   Initial or Reply Briefs. Written documents submitted by the Parties to
          support their positions and respond to each others positions. Such
          documents shall be limited to 25 pages.

     C.   Business Days. Defined as in the WSPP Agreement.

     D.   Mediator or Mediation. The Mediator appointed pursuant to these
          procedures and Section 34.1 of the WSPP Agreement and the Mediation
          pursuant to these procedures and the WSPP Agreement.

     E.   Parties. The WSPP members involved in the Mediation or Arbitration
          which have a direct interest in the dispute.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 77
Rate Schedule FERC No. 6

     F.   Service, Serving, or Served. The method of service shall be by fax,
          unless impracticable because of the size of the document. In all
          events, the document should be delivered to the Party by overnight
          mail. Parties also should attempt to send the document out by email if
          possible. Service will be accomplished to a Party if sent to the
          Party's contact person for the disputed transaction. If there are
          multiple contact persons for one Party, service to one such person
          shall suffice. Service shall be to those individuals or entities
          specified in this procedures, but must include service to the Parties,
          the Mediator or Arbitrator (if either has been appointed), and to the
          WSPP General Counsel.

     G.   WSPP Representative. The Chairman of the WSPP Operating Committee or
          his or her designee for the purposes of the Arbitration or Mediation.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 78
Rate Schedule FERC No. 6

                               SERVICE SCHEDULE A

                             ECONOMY ENERGY SERVICE
                             ----------------------

A-1  PARTIES:

     This Service Schedule is agreed upon as a part of this Agreement by the
     Parties.

A-2  PURPOSE:

     The purpose of this Service Schedule is to define additional specific
     procedures, terms and conditions for requesting and providing Economy
     Energy Service.

A-3  TERMS:

     A-3.1  A Party may schedule Economy Energy Service from another Party by
            mutual agreement; provided, however, that each Party shall be the
            sole judge as to the extent to and the conditions under which it is
            willing to provide or receive such service hereunder consistent with
            statutory requirements and contractual commitments including the
            Agreement and any applicable Confirmation Agreement.

     A-3.2  Scheduling of Economy Energy Service hereunder shall be a
            responsibility of the Parties involved.

     A-3.3  Each Seller/Purchaser may prepare a daily estimate of the amount of
            Economy Energy Service that it is willing and able to sell/buy each
            hour and the associated hourly sale/purchase price for the next
            Business Day, plus the weekend and

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 79
Rate Schedule FERC No. 6

            holidays, and communicate this information to all other Parties via
            the Hub.

     A-3.4  Purchasers shall arrange purchases directly with Sellers, and shall
            be responsible for transmission arrangements.

     A-3.5  Unless otherwise mutually agreed between the Purchaser and the
            Seller, all Economy Energy Service transactions shall be
            pre-scheduled, and billings shall be based on amounts and prices
            agreed to in advance by schedulers, subject to Paragraphs A-3.6 and
            3.7 and subject to change by mutual agreement between dispatchers or
            schedulers due to system changes.

     A-3.6  The price for Economy Energy Service shall be mutually agreed to in
            advance between Seller and Purchaser and shall not be subject to the
            rate caps specified in Section A-3.7 in either of the following two
            circumstances:

            (1)  where the Seller is a FERC regulated public utility and that
                 Seller has been authorized to sell power like that provided for
                 under this Service Schedule at market-based rates; or

            (2)  where the Seller is not a FERC regulated public utility.

            A Party is a FERC regulated public utility if it is a "public
            utility" as defined in Section 201(e) of the Federal Power Act, 16
            U.S.C. Section 824(e).

     A-3.7  Except as provided for in Section A-3.6, the price shall not exceed
            the Seller's forecasted Incremental Cost plus up to: $7.32/kW/
            month; $1.68/kW/week;

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 80
Rate Schedule FERC No. 6

            33.78CENTS/kW/day; 14.07 mills/kWh; or 21.11 mills/kWh for service
            of sixteen (16) hours or less per day. The hourly rate is capped at
            the Seller's forecasted Incremental Cost plus 33.78CENTS/kW/ day.
            The total demand charge revenues in any consecutive seven-day period
            shall not exceed the product of the weekly rate and the highest
            demand experienced on any day in the seven-day period. In lieu of
            payment, such Parties may mutually agree to exchange economy energy
            at a ratio not to exceed that ratio provided for in Section C-3.7 of
            Service Schedule C. The Seller's forecasted Incremental Cost
            discussed above also may include any transmission and/or ancillary
            service costs associated with the sale, including the cost of any
            transmission and/or ancillary services that the Seller must take on
            its own system. Any such transmission and/or ancillary services
            charges shall be separately identified by the Seller to the
            Purchaser for transactions under this Schedule including the
            exchange of economy energy. The transmission and ancillary service
            rate ceilings shall be available through the WSPP's Hub or homepage.
            Any such transmission services (and ancillary service provided in
            conjunction with such transmission service) by Seller shall be
            provided pursuant to any applicable transmission tariff or
            agreement, and the rates therefore shall be consistent with such
            tariff or agreement.

     A-3.8  Unless otherwise agreed, the Purchaser shall be responsible for
            maintaining

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 81
Rate Schedule FERC No. 6

            operating reserve requirements as back-up for Economy Energy Service
            purchased and the Seller shall not be required to maintain such
            operating reserve.

     A-3.9  Each Party that is a FERC regulated public utility as defined in
            A-3.6 shall file the Confirmation Agreement with FERC for each
            transaction under this Service Schedule with a term in excess of one
            year no later than 30 days after service begins if that Party would
            have been required to file such Confirmation Agreements or similar
            agreements with FERC under an applicable FERC accepted market based
            rate schedule.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 82
Rate Schedule FERC No. 6

                               SERVICE SCHEDULE B

                             UNIT COMMITMENT SERVICE
                             -----------------------

B-1  PARTIES:

     This Service Schedule is agreed upon as part of this Agreement by the
     Parties.

B-2  PURPOSE:

     The purpose of this Service Schedule is to define additional specific
     procedures, terms, and conditions for requesting and providing Unit
     Commitment Service.

B-3  TERMS:

     B-3.1  A Party may schedule Unit Commitment Service from another Party by
            mutual agreement; provided, however, that each Party shall be the
            sole judge as to the extent to and the conditions under which it is
            willing to provide or receive such service hereunder consistent with
            statutory requirements and contractual commitments including the
            Agreement and any applicable Confirmation Agreement. Once an
            agreement is reached, then the obligation for Unit Commitment
            Service becomes a firm commitment, for both Parties, for the agreed
            capacity and terms.

     B-3.2  Unless otherwise mutually agreed by the Parties involved in a Unit
            Commitment Service transaction, the terms set forth in this Service
            Schedule B shall govern such transaction.

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 83
Rate Schedule FERC No. 6

     B-3.3  Unless otherwise agreed between the Purchaser and the Seller, all
            transactions shall be prescheduled, subject to any conditions agreed
            to by schedulers, for a specified unit for a specified period of
            time.

     B-3.4  Purchasers shall arrange purchases directly with Sellers.

     B-3.5  The price for Unit Commitment Service shall be mutually agreed to in
            advance between Seller and Purchaser and shall not be subject to the
            rate caps specified in Section B-3.6 in either of the following two
            circumstances:

            (1)  where the Seller is a FERC regulated public utility and that
                 Seller has been authorized to sell power like that provided for
                 under this Service Schedule at market-based rates; or

            (2)  where the Seller is not a FERC regulated public utility.

                 A Party is a FERC regulated public utility if it is a "public
            utility" as defined in Section 201(e) of the Federal Power Act, 16
            U.S.C. Section 824(e).

     B-3.6  Except as provided for in Section B-3.5, the price shall not exceed
            the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month;
            $1.68/kW/week; 33.78CENTS/kW/day; 14.07 mills/kWh; or 21.11
            mills/kWh for service of sixteen (16) hours or less per day. The
            hourly rate is capped at the Seller's forecasted Incremental Cost
            plus 33.78CENTS/kW/day. The total demand charge revenues in any
            consecutive seven-day period shall not exceed the product of the
            weekly rate and the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 84
Rate Schedule FERC No. 6

            highest demand experienced on any day in the seven-day period. The
            Seller's forecasted Incremental Cost discussed above also may
            include any transmission and/or ancillary service costs associated
            with the sale, including the cost of any transmission and/or
            ancillary services that the Seller must take on its own system. Any
            such transmission and/or ancillary service charges shall be
            separately identified by the Seller to the Purchaser. The
            transmission and ancillary service rate ceilings shall be available
            through the WSPP's Hub or homepage.

     B-3.7  Start-up costs and no-load costs if included by the Seller shall be
            stated separately in the price.

     B-3.8  Energy schedules for the Purchaser's share of a unit may be modified
            by the Purchaser with not less than a thirty (30) minute notice
            before the hour in which the change is to take place, unless
            otherwise mutually agreed or unforeseen system operating conditions
            occur.

     B-3.9  Unit Commitment Service is intended to have assured availability;
            however, scheduled energy deliveries may be interrupted or curtailed
            as follows:

            (a)  By the Seller by giving proper recall notice to the Purchaser
                 if the Seller and the Purchaser have mutually agreed to recall
                 provisions,

            (b)  By the Seller when all or a portion of the output of the unit
                 is unavailable, by an amount in proportion to the amount of the
                 reduction in the output of the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 85
Rate Schedule FERC No. 6

                 unit, unless otherwise agreed by the schedulers,

            (c)  By the Seller to prevent system separation during an emergency,
                 provided the Seller has exercised all prudent operating
                 alternatives prior to the interruption or curtailment,

            (d)  Where applicable, by the Seller to meet its public utility or
                 statutory obligations to its customers, or

            (e)  By either the Seller or the Purchaser due to the unavailability
                 of transmission capacity necessary for the delivery of
                 scheduled energy.

     B-3.10 Each Party that is a FERC regulated public utility as defined above
            in B-3.5 shall file the Confirmation Agreement with FERC for each
            transaction under this Service Schedule with a term in excess of one
            year no later than 30 days after service begins if that Party would
            have been required to file such Confirmation Agreements or similar
            agreements with FERC under an applicable FERC accepted market based
            rate schedule.

B-4  BILLING AND PAYMENT PROVISIONS:

     B-4.1  Except as provided in Sections B-4.2 and B-5, billing for Unit
            Commitment Service shall be computed based upon the agreed upon
            prices.

     B-4.2  In the event the Seller requests recall of Unit Commitment Service
            in a shorter time frame than was mutually agreed pursuant to Section
            B-3.9(a) and the

Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                 Original Sheet No. 86
Rate Schedule FERC No. 6

            Purchaser agrees to allow such recall, the Purchaser shall be
            relieved of any obligation to pay start-up costs.

B-5  TERMINATION PROVISION:

     In the event Unit Commitment Service is curtailed or interrupted except as
     provided in Section B-3.9(a), the Purchaser shall have the option to cancel
     the Unit Commitment Service at any time by paying the Seller for (i) all
     energy deliveries scheduled up to the notice of termination and (ii) all
     separately stated start-up and no-load costs.


Issued by: Michael E. Small, General Counsel to          Effective: July 1, 2000
           Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission, Docket
Nos. ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 87
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 87

                               SERVICE SCHEDULE C

                  FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE
                  ---------------------------------------------

C-1  PARTIES:

     This Service Schedule is agreed upon as a part of this Agreement by the
     Parties.

C-2  PURPOSE:

     The purpose of this Service Schedule is to define additional specific
     procedures, terms, and conditions for requesting and providing Firm
     Capacity/Energy Sale or Exchange Service.

C-3  TERMS:

     C-3.1  A Party may schedule Firm Capacity/Energy Sale or Exchange Service
            from another Party by mutual agreement; provided, however, that each
            Party shall be the sole judge as to the extent to and the conditions
            under which it is willing to provide or receive such service
            hereunder consistent with statutory requirements and contractual
            commitments including the Agreement and any applicable Confirmation
            Agreement. Once an agreement is reached, then the obligation for
            Firm Capacity/Energy Sale or Exchange Service becomes a firm
            commitment, for both Parties, for the agreed service and terms.

     C-3.2  Unless otherwise agreed between the Purchaser and the Seller, all
            transactions shall be prescheduled, subject to any conditions agreed
            to by schedulers.

     C-3.3  Firm capacity transactions shall include buying, selling, or
            exchanging capacity between Parties with or without associated
            energy. Firm capacity is deemed a capacity sale from the Seller's
            resources and backed by the Seller's

Issued by: Michael E. Small, General Counsel to     Effective:  February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 88
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 88

            capacity reserves.

     C-3.4  Firm energy transactions shall include buying, selling, or
            exchanging firm energy between Parties. Subject to mutual agreement,
            firm energy is deemed a quantity of energy the Seller has agreed to
            sell and deliver and the Purchaser has agreed to buy within a
            specified time period.

     C-3.5  Purchaser shall arrange purchases directly with Sellers.

     C-3.6  The price for Firm Capacity/Energy Sale or Exchange Service shall be
            mutually agreed to in advance between Seller and Purchaser and shall
            not be subject to the rate caps specified in Section C-3.7 in either
            of the following two circumstances:

            (1)  where the Seller is a FERC regulated public utility and that
                 Seller has been authorized to sell power like that provided for
                 under this Service Schedule at market-based rates; or

            (2)  where the Seller is not a FERC regulated public utility.

            A Party is a FERC regulated public utility if it is a "public
            utility" as defined in Section 201(e) of the Federal Power Act, 16
            U.S.C. Section 824(e).

     C-3.7  Except as provided for in Section C-3.6, the price shall not exceed
            the Seller's forecasted Incremental Cost plus up to: $7.32/kW/month;
            $1.68/kW/week; 33.78CENTS/kW/day; 14.07 mills/kWh; or 21.11
            mills/kWh for service of sixteen (16) hours or less per day. The
            hourly rate is capped at the Seller's forecasted Incremental Cost
            plus 33.78CENTS/kW/day. The total demand charge revenues in any
            consecutive seven-day period shall not exceed the product of the
            weekly rate and the

Issued by: Michael E. Small, General Counsel to     Effective:  February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 89
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 89

            highest demand experienced on any day in the seven-day period.
            Exchange ratios among such Parties shall be as mutually agreed
            between the Purchaser and the Seller, but shall not exceed the ratio
            of 1.5 to 1.0. The Seller's forecasted Incremental Cost discussed
            above also may include any transmission and/or ancillary service
            costs associated with the sale, including the cost of any
            transmission and/or ancillary services that the Seller must take on
            its own system. Any such transmission and/or ancillary service
            charges shall be separately identified by the Seller to the
            Purchaser for transactions under this Schedule including exchanges.
            The transmission and ancillary service rate ceiling shall be
            available through the WSPP's Hub or homepage. Any such transmission
            service (and ancillary services provided in conjunction with such
            transmission service) by Seller shall be provided pursuant to any
            applicable transmission tariff or agreement, and the rates therefore
            shall be consistent with such tariff or agreement.

     C-3.8  Firm Capacity/Energy Sale or Exchange Service shall be interruptible
            only if the interruption is: (a) within the recall time or allowed
            by other applicable provisions governing interruptions of service
            under this Service Schedule mutually agreed to by the Seller and the
            Purchaser, (b) due to an Uncontrollable Force as provided in Section
            10 of this Agreement; or (c) where applicable, to meet Seller's
            public utility or statutory obligations to its customers. If service
            under this Service Schedule is interrupted under Section C-3.8(a) or
            (b), neither Seller nor Purchaser shall be obligated to pay any
            damages under this Agreement or Confirmation Agreement. If service
            under this Service Schedule is interrupted for any reason

Issued by: Michael E. Small, General Counsel to     Effective:  February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                                Original Sheet No. 89A
Rate Schedule FERC No. 6

            other than pursuant to Section C-3.8(a) or (b), the Non-Performing
            Party shall be responsible for payment of damages as provided in
            Section 21.3 of this Agreement or in any Confirmation.


Issued by: Michael E. Small, General Counsel to     Effective:  February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 90
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 90

     C-3.9  Each Party that is a FERC regulated public utility as defined in
            Section C-3.6 shall file the Confirmation Agreement with FERC for
            each transaction under this Service Schedule with a term in excess
            of one year no later than 30 days after service begins if that Party
            would have been required to file such Confirmation Agreements or
            similar agreements with FERC under an applicable FERC accepted
            market based rate schedule.

     C-3.10 Seller shall be responsible for ensuring that Service Schedule C
            transactions are scheduled as firm power consistent with the most
            recent rules adopted by the applicable NERC regional reliability
            council.

Wspp/Feb 04 Effective Amendments Non-Redlined


Issued by: Michael E. Small, General Counsel to     Effective:  February 1, 2001
           Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos.
ER00-3338, et al., issued September 15, 2000.

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 91
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 91

                                 LIST OF MEMBERS

ACN Power, Inc.
AES NewEnergy, Inc.
Allegheny Energy Supply Co., LLC
Amerada Hess Corporation
Ameren Energy Generating Company
American Electric Power Service Corporation as agent for Ohio Power Company,
 Public Service Company of Oklahoma and Southwestern Electric Power Company
APS Energy Services Company, Inc.
Aquila Energy Marketing Corporation
Arizona Electric Power Co.
Arizona Public Service Co.
Arkansas Electric Coop. Corp.
Associated Electric Cooperative, Inc.
Astra Oil Company, Inc.
Avista Corporation
Avista Energy, Inc.
Basin Electric Power Cooperative
Benton Public Utility District No. 1 of Benton County
Blackhills Power & Light Company
Bonneville Power Adm.
BP Energy Company
Burbank, City of
Calif. Dept. of Water Resources
Calpine Energy Services, L.P.
Candela Energy Corporation
Cargill-Alliant, LLC
Carolina Power & Light Company
Cheyenne Light, Fuel and Power Co.
Cinergy Capital & Trading, Inc.
Cinergy Operating Companies
City of Anaheim, Public Utilities Dept.
City of Azusa
City of Banning
City of Glendale Water & Power Dept.
City of Independence
City of Klamath Falls
City of Palo Alto
City of Riverside, California
City of Santa Clara Electric Department
City of Sikeston, Board of Municipal Utilities
City Utilities of Springfield, Missouri
City Water & Light (Jonesboro, AR)
Clatskanie PUD
Cleco Marketing & Trading LLC
Cleco Power LLC
CMS Marketing, Services and Trading Company
CNG Power Services Corp.
Colorado River Commission of Nevada
Colorado Springs Utilities
Colton, City of
Columbia Energy Power Marketing
Columbia Power Corporation
Cominco, Ltd.
Commonwealth Energy Corporation
ConAgra Energy Services, Inc.
Conectiv Energy Supply, Inc.
Conoco Gas & Power Marketing - a division of Conoco Inc.
Constellation Power Source
Cook Inlet Energy Supply
Coral Power, L.L.C.
Deseret G&T
DTE Energy Trading, Inc.
Duke Energy Trading & Marketing, LLC
Duke Power
Duke Solutions, Inc.
Duke/Louis Dreyfuss, LLC
Dynegy Power Marketing, Inc.
Dynegy Power Services, Inc.
E prime
Edison Mission Marketing & Trading, Inc.
Edison Source
Edmonton Power Authority, Alberta
El Paso Electric
El Paso Merchant Energy, L.P.
Empire District Electric Co.
Energy Transfer Group, LLC
EnerZ Corporation

Issued by: Michael E. Small, General Counsel to         Effective: March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                            First Revised Sheet No. 92
Rate Schedule FERC No. 6                       Superseding Original Sheet No. 92

Engage Energy America LLC
Engelhard Power Marketing, Inc.
ENMAX Energy Corporation
ENMAX Energy Marketing Inc.
Enron Power Marketing, Inc.
Enserco Energy Inc.
Entergy Arkansas, Inc.
Entergy Gulf States, Inc.
Entergy Louisiana, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
Entergy Power, Inc.
Entergy Services, Inc. as agent for the Entergy Operating Companies
Entergy-Koch Trading, LP
Equitable Power Services Co.
Eugene Water & Electric Board
Exelon Generation Company, LLC
Farmington, City of
Federal Energy Sales, Inc.
FPL Energy Power Marketing Inc.
Golden Spread Electric Cooperative
Grand River Dam Authority
Hafslund Energy Trading, LLC
Hetch-Hetchy Water & Power
Hinson Power Co., LLC
Howard Energy Co., Inc.
IDACORP Energy L.P.
Idaho Power Company
IGI Resources, Inc.
Illinova Energy Partners, Inc.
Imperial Irrigation District
Industrial Energy Applications, Inc.
InterCoast Power Marketing
J. Aron & Company
KAMO Electric Cooperative, Inc.
Kansas City Board of Public Utilities
Kansas City Power & Light
KN Energy Marketing
Lafayette Utilities System
LG&E Energy Marketing Inc.
Lincoln Electric System
Los Alamos County
Los Angeles Dept. of Water & Power
Louisiana Generating LLC
Louisville Gas & Electric Company
Maclaren Energy Inc.
Mason County PUD No. 3
McMinnville Water & Light
Merchant Energy Group of the Americas, Inc.
Merrill Lynch Capital Services, Inc.
Metropolitan Water District
MidAmerican Energy Company
MidCon Power Services Corp.
MIECO, Inc.
Minnesota Power, Inc.
Mirant Americas Energy Marketing, LP
Missouri Joint Municipal Electric Utility Comm.
Modesto Irrigation District
Morgan Stanley Capital Group, Inc.
M-S-R Public Power Agency
Municipal Energy Agency of Mississippi
Municipal Energy Agency of Nebraska
Nebraska Public Power District
Nevada Power Co.
New West Energy
NorthPoint Energy Solutions Inc.
Northern California Power Agency
Northern States Power Company
NP Energy Inc.
NRG Power Marketing Inc.
OGE Energy Resources, Inc.
Oklahoma Gas & Electric
Oklahoma Municipal Power Authority
Omaha Public Power District
ONEOK Power Marketing Company
Otter Tail Power Company
Pacific Gas & Electric Co.
Pacific Northwest Generating Coop.
PacifiCorp
PacifiCorp Power Marketing, Inc.
PanCanadian Energy Services
Pasadena, City of
PG&E Energy Services
PG&E Energy Trading - Power, L.P.
PG&E Power Services Company

Issued by: Michael E. Small, General Counsel to        Effective:  March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001

<PAGE>

Western Systems Power Pool                            Sixth Revised Sheet No. 93
Rate Schedule FERC No. 6                          Superseding Fifth Sheet No. 93

Phibro Inc.
Pinnacle West Capital Corporation
Plains Elec. Gen. & Trans. Coop. Inc.
Platte River Power Authority
Portland General Electric Co.
Power Exchange Corporation
Powerex
PPL Electric Utilities Corporation
PPL EnergyPlus, LLC
PPL Montana, LLC
Public Service Co. of NM
Public Service Co. of Colorado
Public Util. Dist. No. 1 of Douglas Cty.
Public Util. Dist. No. 1 of Franklin Cty.
PUD No. 1 of Chelan County
PUD No. 1 of Grays Harbor County
PUD No. 1 of Snohomish County
PUD No. 2 of Grant County
Puget Sound Energy
QST Energy Trading Inc.
Questar Energy Trading
Rainbow Energy Marketing Corporation
Redding, City of
Reliant Energy Services, Inc.
Rocky Mountain Generation Coop., Inc.
Roseville Electric
Sacramento Municipal Utility District
Salt River Project
San Diego Gas & Electric Co.
Seattle City Light
Sempra Energy Resources
Sempra Energy Solutions
Sempra Energy Trading Corp.
Sierra Pacific Power Co.
Southern Calif. Edison Co.
Southern California Water Company
Southern Company Services, Inc.
Southern Illinois Power Cooperative
Southwest Power Administration
Southwestern Public Service
Split Rock Energy LLC
Statoil Energy Trading, Inc.
Strategic Energy LLC
Sunflower Electric Power Corp.
Tacoma Power
Tenaska Power Services Co.
Tennessee Valley Authority
Texaco Energy Services
Texas-New Mexico Power Company
The Detroit Edison Co.
The Energy Authority
The Montana Power Company
The Power Company of America, LP
Tractebel Energy Marketing, Inc.
TransAlta Energy Marketing (US) Inc.
TransCanada Power, div. of TransCanada Energy Ltd.
Tri-State Generation and Transmission Assoc.
Tucson Electric Power
Turlock Irrigation District
TXU Energy Trading Company
Union Electric Company
Utah Associated Municipal Power Systems
UtiliCorp United
Vastar Power Marketing, Inc.
Vernon, City of
VIASYN, Inc.
Virginia Electric and Power Company
Vitol Gas & Electric LLC
WAPA-Colorado River Storage Project Management Center
WAPA-Desert Southwest Region
WAPA-Rocky Mountain Region
WAPA-Upper Great Plains Region
WAPA-Sierra Nevada Region
West Kootenay Power Ltd.
Western Farmers Electric Co-op
Western Power Services, Inc.
Western Resources, Inc.
Williams Energy Marketing & Trading Co.
WPS Energy Services, Inc.
XCEL Energy Services, Inc.

Issued by: Michael E. Small, General Counsel to        Effective:  March 1, 2002
           Western Systems Power Pool
Issued on: December 21, 2001