EXHIBIT 10(a)(30)
Execution Copy

AMENDED AND RESTATED        POWER SALES AGREEMENT        Dated as of June 30, 2000        Between        Aquila Energy Marketing Corporation,        UtiliCorp
United Inc.  (Buyer)  and        Elwood Energy II, LLC  (Seller)

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Table of Contents

|1. DEFINITIONS AND INTERPRETATION                                  |  | 1  
|------------------------------------------------------------------ |  | ---
|                                                                   |  | 1.1
|                                                                   |  | 1.2
|                                                                   |  | 1.3
|                                                                   |  | 1.4
|                                                                   |  | 1.5
|2. TERM AND SURVIVAL                                               |  | 12 
|                                                                   |  | 2.1
|                                                                   |  | 2.2
|3. PROJECT IMPLEMENTATION AND ACHIEVEMENT OF COMMERCIAL OPERATIONS |  | 12 
|                                                                   |  | 3.1
|                                                                   |  | 3.2
|                                                                   |  | 3.3
|                                                                   |  | 3.4
|4. ELECTRIC ENERGY DELIVERY, DISPATCH AND FORCED OUTAGES           |  | 16 
|                                                                   |  | 4.1
|                                                                   |  | 4.2
|                                                                   |  | 4.3
|                                                                   |  | 4.4
|                                                                   |  | 4.5
|                                                                   |  | 4.6
|                                                                   |  | 4.7
|                                                                   |  | 4.8
|5. METERING; BILLING; PAYMENT                                      |  | 22 
|                                                                   |  | 5.1
|                                                                   |  | 5.2
|                                                                   |  | 5.3
|                                                                   |  | 5.4
|                                                                   |  | 5.5
|                                                                   |  | 5.6
|6. OPERATION AND MAINTENANCE OF THE FACILITY                       |  | 24 
|                                                                   |  | 6.1
|                                                                   |  | 6.2
|                                                                   |  | 6.3
|                                                                   |  | 6.4
|                                                                   |  | 6.5
|                                                                   |  | 6.6
|                                                                   |  | 6.7
|7. COMPENSATION                                                    |  | 26 
|                                                                   |  | 7.1
|                                                                   |  | 7.2
|                                                                   |  | 7.3
|                                                                   |  | 7.4
|                                                                   |  | 7.5
|                                                                   |  | 7.6
|8. PERFORMANCE TESTS                                               |  | 31 
|                                                                   |  | 8.1
|                                                                   |  | 8.2
|                                                                   |  |    

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|                                                         |  | 8.3  |  | Seller Right to Retest                                   |  | 31
|-------------------------------------------------------- |  | ---- |  | -------------------------------------------------------- |  | --
|                                                         |  | 8.4  |  | Conditions for Testing                                   |  | 32
|                                                         |  | 8.5  |  | Scheduling of Testing                                    |  | 32
|9. ANCILLARY SERVICES                                    |  | 32  
|                                                         |  | 9.1  |  | Availability of Ancillary Services                       |  | 32
|                                                         |  | 9.2  |  | Operational Considerations                               |  | 32
|                                                         |  | 9.3  |  | Future Enhancements                                      |  | 32
|10. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES       |  | 32  
|                                                         |  | 10.1 |  | CONSEQUENTIAL DAMAGES                                    |  | 32
|                                                         |  | 10.2 |  | SOLE REMEDIES FOR FAILURE TO DELIVER OR RELATED BREACHES |  | 32
|                                                         |  | 10.3 |  | SOLE REMEDY FOR LATE COMMERCIAL OPERATIONS               |  | 33
|                                                         |  | 10.4 |  | SOLE TERMINATION FOR DEFAULT REMEDIES                    |  | 33
|                                                         |  | 10.5 |  | DIRECT DAMAGES FOR OTHER BREACHES                        |  | 33
|11. DISAGREEMENTS                                        |  | 33  
|                                                         |  | 11.1 |  | Negotiations                                             |  | 33
|                                                         |  | 11.2 |  | Arbitration                                              |  | 34
|                                                         |  | 11.3 |  | Costs                                                    |  | 35
|                                                         |  | 11.4 |  | Settlement Discussions                                   |  | 35
|                                                         |  | 11.5 |  | Preliminary Injunctive Relief                            |  | 35
|                                                         |  | 11.6 |  | Obligations to Pay Charges and Perform                   |  | 35
|12. ASSIGNMENT; PROJECT FINANCING; AND TRANSFER OF UNITS |  | 35  
|                                                         |  | 12.1 |  | Assignment                                               |  | 35
|                                                         |  | 12.2 |  | Transfers and Change of Control                          |  | 35
|                                                         |  | 12.3 |  | Consent to Assignment to Lender                          |  | 36
|                                                         |  | 12.4 |  | Potential Changes in Ownership or Control of Aquila      |  | 36
|                                                         |  | 12.5 |  | Transfers Not in Accordance Herewith                     |  | 37
|13. DEFAULT, TERMINATION AND REMEDIES; NOTICE OF DEFAULT |  | 37  
|                                                         |  | 13.1 |  | Events of Default of Seller                              |  | 37
|                                                         |  | 13.2 |  | Buyer Default                                            |  | 37
|                                                         |  | 13.3 |  | Remedies                                                 |  | 38
|                                                         |  | 13.4 |  | Special Termination for Chronic Poor Availability        |  | 38
|14. REPRESENTATIONS AND WARRANTIES                       |  | 39  
|                                                         |  | 14.1 |  | Representations and Warranties of Seller                 |  | 39
|                                                         |  | 14.2 |  | Representations and Warranties of Buyer                  |  | 39
|15. INDEMNIFICATION                                      |  | 40  
|16. NOTICES                                              |  | 40  
|17. CONFIDENTIALITY                                      |  | 41  
|18. SECURITY                                             |  | 42  
|                                                         |  | 18.1 |  | Seller Guarantees                                        |  | 42
|                                                         |  | 18.2 |  | Buyer Security                                           |  | 42
|19. FORCE MAJEURE                                        |  | 42  
|                                                         |  | 19.1 |  | Definition                                               |  | 42
|                                                         |  | 19.2 |  | Obligations Under Force Majeure                          |  | 43
|                                                         |  | 19.3 |  | Force Majeure Not Forced Outage                          |  | 44
|                                                         |  | 19.4 |  | No Economic Force Majeure                                |  | 44
|                                                         |  | 19.5 |  | Continued Payment Obligation                             |  | 44
|                                                         |  | 19.6 |  | Extended Force Majeure Event After Commercial Operations |  | 44
|20. INTERCONNECTION AND TRANSMISSION                     |  | 45  
|                                                         |  | 20.1 |  | Facilities                                               |  | 45
|                                                         |  | 20.2 |  | Transmission                                             |  | 45
|21. TAXES                                                |  | 45  
|                                                         |  |      |  |                                                          |  |   

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|                                         |  | 21.1 |  | Applicable Taxes          |  | 45
|---------------------------------------- |  | ---- |  | ------------------------- |  | --
|                                         |  | 21.2 |  | Contested Taxes           |  | 45
|                                         |  | 21.3 |  | Other Charges             |  | 46
|22. MISCELLANEOUS PROVISIONS             |  | 46  
|                                         |  | 22.1 |  | Non-Waiver                |  | 46
|                                         |  | 22.2 |  | Relationship of Parties   |  | 46
|                                         |  | 22.3 |  | Successors and Assigns    |  | 46
|                                         |  | 22.4 |  | Governing Laws            |  | 46
|                                         |  | 22.5 |  | Counterparts              |  | 46
|                                         |  | 22.6 |  | Third Party Beneficiaries |  | 46
|                                         |  | 22.7 |  | Financial Information     |  | 46
|23. APPOINTMENT OF AQUILA AS UCU'S AGENT |  | 46  
|                                         |  | 23.1 |  | Appointment               |  | 46
|                                         |  | 23.2 |  | Presumption of Authority  |  | 46
|24. ENTIRE AGREEMENT AND AMENDMENTS      |  | 47  

APPENDICES

Appendix A
Design Limits and Other Dispatch Restrictions
Appendix B Testing
Appendix C Communications
Appendix D Reporting Forms
Appendix E Equivalent Availability Calculations
Appendix F Output and Heat Rate Adjustment Curve
Appendix G Non-Billable Generation
Appendix H Forms of Guarantees
Appendix I Scheduled Maintenance Outages
Appendix J Heat Rate Boundary Diagram and Site/Switchyard Map
Appendix K Not Used
Appendix L One Line Diagram
Appendix M Milestone Schedule

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AMENDED AND RESTATED
POWER SALES AGREEMENT

THIS
AMENDED AND RESTATED POWER SALES AGREEMENT (including Appendices, this "Agreement") dated as of June 30, 2000, is entered into between Aquila Energy Marketing Corporation
("Aquila"), and UtiliCorp United Inc. ("UCU") (Aquila and UCU referred to herein collectively as "Buyer"), and Elwood Energy II, LLC, a Delaware limited liability company ("Seller"); Buyer and
Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties");

W I T N E S S E T H:

WHEREAS,
Seller owns and operates an electric generating facility in Elwood, Illinois and is engaged in the generation and sale of Electric Energy, Capacity and associated Ancillary
Services; and

WHEREAS,
Seller is building the Facility which will be located at the Elwood Station; and

WHEREAS,
Seller anticipates the Commercial Operations Date of Units 5 and 6 of the Facility will occur on or prior to June 1, 2001; and

WHEREAS,
Seller and Buyer previously executed a Power Sales Agreement (the "Original Agreement") dated as of June 30, 2000 whereby Buyer shall receive and purchase, and Seller
shall deliver and sell the Electric Energy, Capacity and associated Ancillary Services from Units 5 and 6 of the Facility and Replacement Power, pursuant to this Agreement; and

WHEREAS,
the Parties now desire to revise the Original Agreement such that this Amended and Restated Agreement supersede the Original Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows:

1.Definitions and Interpretation.



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1 -
[(sum total of FOH + EFDH)/(sum total of Partial Peak period hours)].



1 -
[(sum total of FOH + EFDH)/(sum total of Super Peak period hours)].



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5

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6

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2.Term and Survival



2.Project Implementation and Achievement of Commercial Operations.



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13

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4.Electric Energy Delivery, Dispatch and Forced Outages Delivery of Electric Energy.Subject to the terms
and
conditions of this Agreement, Seller shall sell, make available and deliver at the Point of Delivery and Buyer shall receive and purchase from Seller at the Point of Delivery, Electric Energy as
Dispatched by Buyer. Consistent with the terms of this Agreement, Electric Energy shall be generated and delivered from the Facility and may include Incremental Energy.



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5.Metering; Billing; Payment



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6.Operation and Maintenance of the Facility



24

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7.Compensation



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27

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29

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8.Performance Tests.



31

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9.Ancillary Services



10.Limitation of Liability and Exclusive Remedies



32

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11.Disagreements



33

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34

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12.Assignment; Project Financing; and Transfer of Units



35

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36

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13.Default, Termination and Remedies; Notice of Default.If Buyer defaults under this Agreement, then Seller
shall give Buyer written notice describing such default. If Seller defaults under this Agreement, then Buyer shall give Seller written notice describing such default and concurrently provide any
Lender with a copy of such notice.



37

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38

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14.Representations and Warranties



39

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15.Indemnification

Each
Party shall indemnify and hold harmless the other Party, and its officers, directors, agents and employees from and against any and all claims, demands, actions, losses,
liabilities, expenses (including reasonable legal fees and expenses), suits and proceedings of any nature whatsoever for personal injury, death or property damage to each other's property or
facilities or personal injury, death or property damage to third parties (collectively "Liabilities") caused by the negligence or willful misconduct of the indemnifying Party that arise out of or are
in any manner connected with the performance of this Agreement, except to the extent such injury or damage is attributable to the gross negligence or willful misconduct of, or breach of this Agreement
by, the Party seeking indemnification hereunder. Buyer shall indemnify Seller from all Liabilities related to Electric Energy and Replacement Power from and after delivery to the Point of Delivery or
Replacement Power Delivery Point as applicable; and Seller shall indemnify Buyer for all Liabilities related to Electric Energy or Replacement Power prior to its delivery to the Point of Delivery or
Replacement Power Delivery Point as applicable.

16.Notices.

Unless
otherwise provided in this Agreement, any notice, consent or other communication required to be made under this Agreement shall be in writing and shall be delivered to the address
set forth below or such other address or persons as the receiving Party may from time to time designate by written notice:



40

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All
notices shall be effective when received.

17.Confidentiality

Each
Party agrees that it will treat in confidence all documents, materials and other information marked "Confidential" or "Proprietary" by the disclosing Party ("Confidential
Information") which it shall have obtained during the course of the negotiations leading to, and its performance of, this Agreement (whether obtained before or after the date of this Agreement).
Confidential Information shall not be communicated to any third party (other than, in the case of Seller, to its Affiliates, to its counsel, accountants, financial or tax advisors, or insurance
consultants, to prospective partners and other investors in Seller and their counsel, accountants, or financial or tax advisors, or in connection with its financing or refinancing; and in the case of
Buyer, to its Affiliates, or to its counsel, accountants, financial advisors, tax advisors or insurance consultants). As used herein, the term "Confidential Information" shall not include any
information which (i) is or becomes available to a Party from a source other than the other Party, (ii) is or becomes available to the public other than as a result of disclosure by the
receiving Party or its agents or (iii) is required to be disclosed in the opinion for a Party's legal counsel under applicable law or judicial, administrative or regulatory process, but only to
the extent it must be disclosed. The timing and content of any press releases associated with this Agreement shall be agreed to by the Parties prior to any public disclosure or distribution.

41

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18.Security



19.Force Majeure



42

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43

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44

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20.Interconnection and Transmission



21.Taxes



45

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22.Miscellaneous Provisions



23.Appointment of Aquila As UCU's Agent



46

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24.Entire Agreement and Amendments

This
Agreement supersedes all previous representations, understandings, negotiations and agreements (including the Original Agreement) either written or oral between the Parties hereto
or their representatives with respect to the subject matter hereof and constitutes the entire agreement of the Parties with respect to the subject matter hereof. No amendments or changes to this
Agreement shall be binding unless made in writing and duly executed by both Parties.

IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth at the beginning of this Agreement.

| |  | Buyer: Aquila Energy Marketing Corporation
| |  | ------------------------------------------
| |  | By                                        
| |  | Buyer: UtiliCorp United Inc.              
| |  | By                                        
| |  | Seller: Elwood Energy II, LLC             
| |  | By                                        

47

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APPENDIX A  FACILITY DESIGN LIMITS  AND OTHER DISPATCH RESTRICTIONS

A-1

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A-2

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APPENDIX B

HEAT RATE and CAPACITY TEST PROCEDURE  Elwood Units 5-8

1.Introduction

This
document describes the procedure for determining the Net Dependable Capacities and corrected Net Heat Rates of Elwood Units 5-8. The Net Dependable Capacities determined
by this procedure will serve as the baseline establishing the Capacity Payments and the amount of any future Forced Derating a given Unit may experience. The corrected Net Heat Rates determined by
this procedure will be used to evaluate the thermal performance of each unit against the expected degradation in thermal performance as predicted by GE Curve 519HA772, "Expected Gas Turbine Plant
Performance Loss Following Normal Maintenance and Off-Line Compressor Wash."

The
introduction should clarify that there are essentially two performance test procedures considered in this Appendix B. The first will be conducted by the EPC Contractor on or
about the Commercial Operations and that the results of that performance testing will serve both to qualify the EPC Contractor's performance commitment to the Seller, and those results will apply in
the determination of the Net Dependable Capacity and Initial Net Heat Rate under this Agreement. Thereafter periodic tests will be conducted by the Seller for the purpose of determining ongoing
performance of the Units and/or the Facility. The following period tests conducted by the Seller shall be accomplished utilizing permanent meters and instruments installed at the Facility for data
acquisition, but otherwise conducted with the intent of yielding results that will be comparable with the first testing series.

There
will be a series of pre-test activities to verify that the gas turbine generator being tested is operating properly at full capability and is adequately prepared for
the capacity test. The Unit will be operated at 100% capability in the normal (not overfiring) operating mode with evaporative coolers in service.

The
evaluation methodologies utilize correction factors to correct the measured Unit capacity and Heat Rate to the Reference Conditions. Thermal performance and capacity will be further
adjusted for degradation according to the accumulated fired hours at the time of the test. These correction factors are determined from curves supplied by the turbine OEM.

2.References



3.Measurement and Instrumentation

The
test set-up consists of the gas turbine generator unit, selected station instruments, precision psychrometer, and weather instruments installed at the Facility.

The
ambient air humidity will be measured near the inlet air filter on each Unit using a precision psychrometer.

B-1

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The
ambient temperature will be measured near the inlet air filter on each Unit using a precision thermometer.

The
barometric pressure will be determined by averaging the barometric pressure readings from transmitters installed on each Unit.

The
gross power output will be measured utilizing the General Electric Mark V control system.

The
generator net power output will be measured with the installed Transdata watt-hour meter (Revenue Meter). The measurement will be made by repeatedly timing a fixed
increment of elapsed Watt-hours.

The
test point duration will be determined by stopwatch.

The
gaseous fuel flow rate will be measured with the orifice metering section supplied with the gas turbine and its associated pressure and temperature instrumentation.

4.Pre-Test Preparation



B-2

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5.Conducting the Test

Capacity
and thermal performance testing will be conducted by Seller and witnessed by Buyer at its discretion.



Parameter

Monitored

Variation
Limit

RuleTurbine Wheelspace Temperature (each)

Prior to and during test point

n/a

May not change more than 5EF over any 15 minute periodAmbient Temperature

During test point

± 4/o/F

Variation from test point average may not exceed limitWet Bulb Temperature

During test point

± 3/o/F

Variation from test point average may not exceed limitGross Power Output

During test point

± 2.0%

Variation from test point average may not exceed limitBarometric Pressure

During test point

± 0.5%

Variation from test point average may not exceed limit




B-3

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6.Evaluation



B-4

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B-5

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APPENDIX C        COMMUNICATIONS

The
purpose of this Appendix is:



C-1

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Each
Party shall appoint a representative having power and authority to act on its behalf (the "Representative"). Each Party may change its Representative from
time-to-time, effective upon notice given to the other Party. A Representative may change addresses, telephone numbers, facsimile numbers and other similar data to be used in
directing communications under this Appendix C or Appendix D to the Party represented by that Representative. Each Representative shall be authorized to agree on behalf of the Party that
appointed that Representative to any change in the forms or procedures provided under this Appendix C or Appendix D.

C-2

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APPENDIX D        OPERATIONS REPORTING FORM        DATA APPLICABLE FOR ELWOOD AVAILABILITY DECLARATION

Availability
Declaration Period Commencing
        PM/AM,
        /        /        TO        PM/AM,
        /        /

|TO: |  | FAX No.
Telephone No.
|--- |  | ---------------------
|   

|This FAX is a submission of
|---------------------------

|Generator's Offer Data                                                |  | 
|--------------------------------------------------------------------- |  | 
|                                                                     
|Arevisionto the previously submitted offer
of        /        /       |  | 
|                                                                     
|This document is a hardcopy back-up to the offer of        /        / |  | 
|                                                                     

|Unit |  |  |  | Available to Meet Net Dependable Capacity |  | o |  | Yes |  | o |  | No
|---- |  |  |  | ----------------------------------------- |  | - |  | --- |  | - |  | --
|Unit |  |  |  | Available to Meet Net Dependable Capacity |  | o |  | Yes |  | o |  | No

|Deratings: |  | Time |  | Time
|---------- |  | ---- |  | ----

|Unit |  |  |  | Cause Code: |  |  |  | MW |  |  |  | Start |  |  |  | Date |  | /    / |  | Stop |  |  |  | Date |  | /    /
|---- |  |  |  | ----------- |  |  |  | -- |  |  |  | ----- |  |  |  | ---- |  | ------ |  | ---- |  |  |  | ---- |  | ------
|Unit |  |  |  | Cause Code: |  |  |  | MW |  |  |  | Start |  |  |  | Date |  | /    / |  | Stop |  |  |  | Date |  | /    /

|Minimum: |  | Time |  | Time
|-------- |  | ---- |  | ----

|Unit |  |  |  | Cause Code: |  |  |  | MW |  |  |  | Start |  |  |  | Date |  | /    / |  | Stop |  |  |  | Date |  | /    /
|---- |  |  |  | ----------- |  |  |  | -- |  |  |  | ----- |  |  |  | ---- |  | ------ |  | ---- |  |  |  | ---- |  | ------
|Unit |  |  |  | Cause Code: |  |  |  | MW |  |  |  | Start |  |  |  | Date |  | /    / |  | Stop |  |  |  | Date |  | /    /

Submitted
By:

Date:

If
you do not receive all the pages or if clarification or retransmission is required call

Return
acknowledgment FAX to the attention of:

|FAX Number:       |  |            
|----------------- |  | -----------
|                 
|Acknowledgment by |  | (Signature)
|                  |  | (Title)    

Acknowledgment
date and time

D-1

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APPENDIX E

EQUIVALENT AVAILABILITY CALCULATIONS ("EA")

Seller shall calculate for each month, an Equivalent Availability ("EA") for calculation of the Availability Adjustment Credit described in Section 7.1.3.
The EA will be calculated (a) for the Summer Super Peak Hours; (b) for the Summer Partial-Peak Hours and (c) for the total of all Non-Summer
On-Peak Hours in accordance with the following formula:

EA    = {1 -

[FOH + EFDH]
}PH


Where:

Equivalent
Forced Derated Hours ("EFDH") are the product of Forced Derated Hours (FDH) and Size of Reduction (as defined below), divided by the Net Dependable Capacity (NDC). Equivalent
hours are computed for each Forced Derating and then summed for the applicable period.

Forced
Derated Hours ("FDH") and Forced Outage Hours ("FOH") are calculated over On Peak Hours, during the applicable period, during which a Unit experiences a Forced Derating or Forced
Outage, as applicable. They are calculated monthly in the Summer Period across all Summer Super Peak Hours and Summer Partial Peak Hours and annually for Non-Summer On Peak Hours (as
applicable).

Period
Hours ("PH") means the total number of Summer Super Peak, Summer Partial Peak or Non-Summer On Peak Hours (as applicable) in each period.

A
Forced Outage or Forced Derating event shall only be included in the calculation of the Equivalent Availability when Seller fails to meet, in whole or part, Buyer's Dispatch and fails
(a) to deliver or cause to be delivered Replacement Power or Substitute Power, (b) to pay to Buyer Third Party Damages pursuant to Section 4.7.4, or (c) to pay the Outage
Book Out Charge due to an unplanned component failure or other condition that requires the load on the Unit or Facility to be reduced below the level Dispatched.

The
Size of Reduction for a Forced Derating shall be determined by Seller and shall be based upon observed output of a typical unit having the same equipment problems under similar
operating and environmental conditions. Buyer may request Seller to justify the size of the reduction through provision of reasonably available historical operating records in support of Seller's
selection of the Size of Reduction.

In
the event of a continuing Forced Outage or Forced Derating, Buyer may submit Dispatch requests as if the Unit were available for full operation, provided such requests are submitted
in good faith and support Buyer's need to Dispatch a Unit absent the Forced Outage or Forced Derating. If other units at the Elwood Station are operating, Buyer's request shall be deemed to be in good
faith. If no other units are running at the Elwood Station, Buyer shall, if requested by Seller, provide written explanation of the reasons that would demonstrate the economic justification for such
Dispatch request.

The
following shall not be deemed a Forced Outage or Forced Derating for purposes of calculating the Equivalent Availability (a) a Unit is shut down for Scheduled Maintenance
Outages or Compressor Washes as provided in Section 6.4 and 6.5 respectively, (b) A Unit is down or derated, but Seller meets Buyer's Dispatch order through (i) Replacement Power,
(ii) Substitute Power, (iii) payment of Third Party Damages pursuant to Section 4.7.4, or (iv) payment of an Outage Book Out Charge, (c) a Unit is curtailed,
interrupted, reduced or increased by the Interconnected Utility pursuant to Sections 4.8 or 6.6.2, (d) to the extent a Unit is not Available as a result of a Force Majeure Event, or
(e) Seller pays imbalance charges to compensate for any under-delivery.

E-1

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APPENDIX F

Output Adjustment Curve

Degradation Curves

Curve

NumberGE Expected Degradation

719HA722


Turbine Performance Curves

Curve

NumberEstimated Single Unit Performance, Base

522HA851Compressor Inlet Temperature Corrections, Base

522HA852Modulated Inlet Guide Vanes Effect

522HA853Altitude Correction for Turbine

416HA622BHumidity Effects Curve

498HA697B


F-1

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APPENDIX G        Non Billable Generation

To
establish the kilowatt-hours of electricity provided by a Unit and consumed by other units for a billing period, the total for each billing period of electricity consumed by each of
units 5, 6, 7 and 8 to be determined from the individual unit electric meter readings using the Revenue Meter which will then be summed for all four units. From this sum, the total monthly electricity
purchased from the Interconnected Utility (as determined from the Interconnected Utility's revenue meter in the ComEd/Elwood Switchyard) will be subtracted, yielding an aggregate total of the
electricity consumed by all four units that had been generated by one or more other units. This amount will then be multiplied by the ratio of the total operating hours of a given unit to the total
operating hours of all four units. This product will represent the electricity generated by a given unit and consumed by other units. This value will be subtracted from the reading of the Revenue
Meter for a particular Committed Unit for billing purposes for the billing period. The following example demonstrates the calculation methodology:



CALCULATION:

Electricity
furnished by Unit 5 and consumed by the other units = (200/450) (37,000) = 16,444 kWh (16.444 MWh)

Electricity
furnished by Unit 6 and consumed by the other units = (150/450) (37,000) = 12,333 kWh (12.333 MWh)

Electricity
furnished by Unit 7 and consumed by the other units = (100/450) (37,000) = 8,222 kWh (8.222 MWh)

Electricity
furnished by Unit 8 and consumed by the other units = (0/450) (37,000) = 0 kWh

G-1

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Billable
Generation Unit 5 = 30,000 - 16.444 = 29,983 MWh

Billable
Generation Unit 6 = 22,500 - 12.333 = 22,488 MWh

Billable
Generation Unit 7 = 15,000 - 8.222 = 14,992 MWh

Billable
Generation Unit 8 = 0-0 = 0 MWh"

G-2

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APPENDIX H-1        GUARANTY

THIS GUARANTY dated as of                        , is made by
Peoples Energy Corporation, an Illinois corporation ("Guarantor"), in favor of UtiliCorp United Inc.
and Aquila Energy Marketing Corporation, Delaware corporations (referring to collectively hereafter as "Creditor").

WHEREAS,
Creditor and Elwood Energy, II LLC, a Delaware limited liability company ("Debtor"), have entered into that certain Power Sales Agreement
dated                        , (the "Contract")
and capitalized items used and not otherwise defined herein shall have the meanings assigned to them in the Contract;

WHEREAS,
Guarantor, through one or more subsidiaries, owns a 50 percent membership interest in Debtor and the remaining 50 percent membership interest is indirectly owned
by Dominion Energy, Inc. ("Dominion"); and

WHEREAS,
to induce Creditor to extend credit to Debtor pursuant to the Contract, Guarantor has agreed to provide to Creditor this Guaranty;

NOW,
THEREFORE, in consideration of the premises, Creditor's execution of the Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby agrees as follows:



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IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed effective as of the date first above written.

| |  | PEOPLES ENERGY CORPORATION
| |  | --------------------------
| |  | By:                       
| |  | Name:                     
| |  | Title:                    

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APPENDIX H - 2    GUARANTY

THIS GUARANTY dated as of                        , is made by
Dominion Energy, Inc., a Virginia corporation ("Guarantor"), in favor of UtiliCorp United Inc.
and Aquila Energy Marketing Corporation, Delaware corporations (referred to collectively hereafter as "Creditor").

WHEREAS,
Creditor and Elwood Energy II, LLC, a Delaware limited liability company ("Debtor"), have entered into that certain Power Sales Agreement
dated                        , (the "Contract")
and capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Contract;

WHEREAS,
Guarantor, through one or more subsidiaries, owns a 50 percent membership interest in Debtor and the remaining 50 percent membership interest is indirectly owned
by Peoples Energy Corporation ("Peoples"); and

WHEREAS,
to induce Creditor to extend credit to Debtor pursuant to the Contract, Guarantor has agreed to provide to Creditor this Guaranty;

NOW,
THEREFORE, in consideration of the premises, Creditor's execution of the Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby agrees as follows:

1.Guaranty.Subject to the provisions hereof, Guarantor hereby irrevocably, absolutely and unconditionally
guarantees the timely payment of all financial obligations which become due and payable by Debtor to Creditor under or in connection with the Contract (collectively, "Obligations" and individually, an
"Obligation") such that, if Debtor fails, neglects or refuses to perform any Obligation, Guarantor shall make such payment within ten business days after Guarantor receives written notice thereof.
Notwithstanding the foregoing, as to any Obligation which Guarantor is called upon to pay or cause payment to be made, Guarantor reserves to itself the right to assert any and all defenses under the
Contract which Debtor could assert against Creditor with respect to such Obligation; provided, however, that such reservation shall not include any legal or equitable discharge or defense of a
guarantor or surety arising out of any of the events described in Section 2 or Section 3 hereof. The
guarantee of Guarantor pursuant to this Section 1 is limited to 50 percent of the Obligations; provided, however, that in no event shall the maximum aggregate liability of Guarantor
under this Guaranty exceed $10,000,000 (the "Guaranty Cap Amount") plus any amounts owed for collecting or enforcing this Guaranty pursuant to the next sentence hereof; provided further, that
Guarantor's obligations hereunder are separate and independent obligations from those of Peoples under Peoples' Guaranty of even date herewith and neither Guarantor nor Peoples shall be liable for the
obligations of the other under their respective guaranties by reason of joint and several liability or otherwise. In addition to Guarantor's liability for the Obligations set forth herein, Guarantor
agrees to pay to Creditor such further amounts as shall be sufficient to cover the costs of collecting or enforcing this Guaranty (including reasonable fees, expenses and disbursements of counsel).
This Guaranty is a guaranty of payment and not of collection.

2.Guaranty Absolute.Except as otherwise expressly provided in Section 3(b) hereof, Creditor may, at any
time and from time to time, without the consent of or notice to Guarantor, and without impairing or releasing the obligations of Guarantor hereunder:



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3.Effect of Certain Events.Guarantor agrees that, except as otherwise expressly provided in
Section 3(b) hereof, Guarantor's liability hereunder will not be released, reduced or impaired by the occurrence of any of the following events:



4.Waivers.Except as expressly provided in Section 1 hereof, Guarantor waives:



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5.Continuing Guaranty.This Guaranty is an absolute and continuing guaranty. This Guaranty shall terminate when
all of the Obligations have been indefeasibly paid in full to Creditor. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or shall be reinstated,
as the case may be, if at any time, either before or after the termination hereof, payment of the Obligations guaranteed pursuant to this Guaranty, or any part thereof, is rescinded or must be
returned by Creditor upon the insolvency, bankruptcy or reorganization of Debtor or Guarantor, all as though such payment had not been made.

6.Representations and Warranties.Guarantor represents and warrants to Creditor as follows:



7.Covenants.Guarantor agrees that, so long as this Guaranty remains in effect, Guarantor will promptly furnish
to Creditor, upon request at any time and from time to time, a copy of Guarantor's most recent annual report on Form 10-K or quarterly report on Form 10-Q, in
each case as filed with the Securities and Exchange Commission (the "SEC"); provided however, if Guarantor is not required to file such reports with the SEC, Guarantor agrees to furnish to Creditor
such comparable financial information respecting Guarantor as Creditor may from time to time reasonably request.

8.Miscellaneous.



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Notice
given by personal delivery or mail shall be effective upon actual receipt or refusal of receipt. Notice given by telecopier shall be deemed effective upon transmission and
electronic confirmation by the transmitting telecopier. All Notices by 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. All amounts becoming payable by Guarantor to Creditor under this Guaranty shall be
payable at Creditor's offices located at its address for purposes of Notice, or such other place as Creditor may from time to time designate (including wire transfer instructions).

(b)Amendments; Waivers; Remedies.All amendments, waivers, consents or approvals arising pursuant to this
Guaranty must be in writing signed by Guarantor and Creditor. No failure on the part of Creditor to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof or the exercise of any other right, power or privilege operate as such a waiver. No right, power
or remedy of Creditor under this Guaranty or the Contract shall be exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other right, power or remedy thereunder
or now or hereafter existing by law or in equity.

(c)Severability.If any provision of this Guaranty or the application thereof to any party or circumstance
shall be invalid or unenforceable, then the remaining provisions or the application of such provision to parties or circumstances other than those as to which it is invalid or unenforceable, shall
continue to be valid and enforceable.

(d)Assignment.Neither Guarantor nor Creditor may assign its rights or obligations under this Guaranty without
the other party's prior written consent, which consent may not be unreasonably withheld; provided, however, Creditor may assign its rights hereunder without consent of Guarantor (but with prior notice
thereof to Guarantor) to any party to whom the Contract has been properly assigned in accordance with the terms thereof. Subject to the foregoing, this Guaranty shall be binding on, and shall inure to
the benefit of, Guarantor and Creditor and their respective successors and assigns.

(e)GOVERNING LAW.THIS GUARANTY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. GUARANTOR AND CREDITOR EACH HEREBY IRREVOCABLY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY TO THE ORIGINAL JURISDICTION OF THE
STATE AND FEDERAL COURTS SITTING IN CHICAGO, ILLINOIS WITH REGARD TO ANY SUIT, CLAIM OR ACTION IN ANY WAY RELATED TO THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS GUARANTY, AND GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY AND ALL OBJECTIONS TO WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH SUITS, CLAIMS OR ACTIONS IN SUCH JURISDICTIONS, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS. THE PARTIES HERETO FURTHER AGREE THAT ANY AND ALL SUCH SUITS, CLAIMS OR ACTIONS SHALL BE BROUGHT OR FILED EXCLUSIVELY IN SUCH
COURTS AND NOWHERE ELSE.

(f)Headings.The headings of the sections and subsections of this Guaranty are for convenience only, and shall
not limit or otherwise affect the meaning hereof.

(g)Counterparts.Guarantor may sign this Guaranty in any number of counterparts, each of which shall be an
original but all of which when taken together shall constitute one and the same instrument.

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(h)Construction of Agreement.Unless the context of this Agreement clearly requires otherwise,
(i) pronouns, wherever used herein and of whatever gender, shall include natural persons, corporations, and associations of every kind and character, (ii) the gender of all words used in
this Guaranty shall include the masculine, feminine and neuter, (iii) the words "includes" or "including" shall mean "including without limitation", and (iv) the words "hereof",
"herein", "hereunder" and similar terms in this Guaranty shall refer to this Guaranty as a whole and not any particular section or subsection in which such words appear.

(i)Interpretation and Reliance.No presumption will apply in favor of any party hereto in the interpretation of
this Guaranty or in the resolution of any ambiguity of any provision hereof.

IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed effective as of the date first above written.

| |  | DOMINION ENERGY, INC.
| |  | ---------------------
| |  |                      
| |  | By:                  
| |  |                      
| |  | Name:                
| |  |                      
| |  | Title:               
| |  |                      

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APPENDIX I        Scheduled Maintenance Outages

|Type     |  | Scheduled Maintenance   |  | Frequency of
Inspection                       |  | Duration of
Inspection
|-------- |  | ----------------------- |  | --------------------------------------------- |  | ----------------------
|Major    |  | Combustion Inspection   |  | Every 400 starts or 8,000 equivalent hours    |  | 4-5 days              
|Major    |  | Hot Gas Path Inspection |  | Every 800 starts or 24,000 equivalent hours   |  | 10-12 days            
|Major    |  | Major CT Overhaul       |  | Every 1,600 starts or 48,000 equivalent hours |  | 20 days               
|Routine* |  | BOP Inspections         |  | Each Spring and Fall                          |  | 4 days                

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APPENDIX K        Remote Monitoring Data Points

Pursuant to Section 4.3.2.7, Seller shall use commercially reasonable efforts to make available to Buyer the Station Fuel Meter outputs listed below:

Station
Fuel Meter, including:



Pursuant
to Section 4.3.2.7, Seller shall make available to Buyer the Facility and Unit outputs listed below:

1.     Revenue
Meter Per Unit, including:



2.     Individual
Fuel Meter instantaneous natural gas fuel flow to the individual Units (including Elwood III Units).

3.     Station
service instantaneous and integrated electric energy consumption.

4.     Ambient
dry-bulb temperature at or near to the combustion turbine air inlet.

5.     Relative
humidity or ambient wet-bulb temperature at or near to the combustion turbine air inlet.

6.     Ambient
atmospheric pressure at or near to the combustion turbine air inlet.

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