EXHIBIT 10(a)(31)

Execution Copy

POWER SALES AGREEMENT        Dated as of June 30, 2000        Between        Aquila Energy Marketing Corporation,        UtiliCorp United Inc.  (Buyer)  and
      Elwood Energy III, 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           |     | 15
|                                                                      | 4.1 |   
|                                                                      | 4.2 |   
|                                                                      | 4.3 |   
|                                                                      | 4.4 |   
|                                                                      | 4.5 |   
|                                                                      | 4.6 |   
|                                                                      | 4.7 |   
|                                                                      | 4.8 |   
|5.    METERING; BILLING; PAYMENT                                      |     | 21
|                                                                      | 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                                               |     | 30
|                                                                      | 8.1 |   
|                                                                      |     |   

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|                                                            | 8.2  |    | Buyer's Right to Retest                                  |  | 31
|----------------------------------------------------------- | ---- | -- | -------------------------------------------------------- |  | --
|                                                            | 8.3  |    | Seller Right to Retest                                   |  | 31
|                                                            | 8.4  |    | Conditions for Testing                                   |  | 31
|                                                            | 8.5  |    | Scheduling of Testing                                    |  | 31
|9.    ANCILLARY SERVICES                                    |      | 31
|                                                            | 9.1  |    | Availability of Ancillary Services                       |  | 31
|                                                            | 9.2  |    | Operational Considerations                               |  | 31
|                                                            | 9.3  |    | Future Enhancements                                      |  | 31
|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               |  | 32
|                                                            | 10.4 |    | SOLE TERMINATION FOR DEFAULT REMEDIES                    |  | 32
|                                                            | 10.5 |    | DIRECT DAMAGES FOR OTHER BREACHES                        |  | 32
|11.    DISAGREEMENTS                                        |      | 33
|                                                            | 11.1 |    | Negotiations                                             |  | 33
|                                                            | 11.2 |    | Arbitration                                              |  | 33
|                                                            | 11.3 |    | Costs                                                    |  | 34
|                                                            | 11.4 |    | Settlement Discussions                                   |  | 34
|                                                            | 11.5 |    | Preliminary Injunctive Relief                            |  | 34
|                                                            | 11.6 |    | Obligations to Pay Charges and Perform                   |  | 34
|12.    ASSIGNMENT; PROJECT FINANCING; AND TRANSFER OF UNITS |      | 34
|                                                            | 12.1 |    | Assignment                                               |  | 34
|                                                            | 12.2 |    | Transfers and Change of Control                          |  | 35
|                                                            | 12.3 |    | Consent to Assignment to Lender                          |  | 35
|                                                            | 12.4 |    | Potential Changes in Ownership or Control of Aquila      |  | 36
|                                                            | 12.5 |    | Transfers Not in Accordance Herewith                     |  | 36
|13.    DEFAULT, TERMINATION AND REMEDIES; NOTICE OF DEFAULT |      | 36
|                                                            | 13.1 |    | Events of Default of Seller                              |  | 36
|                                                            | 13.2 |    | Buyer Default                                            |  | 37
|                                                            | 13.3 |    | Remedies                                                 |  | 37
|                                                            | 13.4 |    | Special Termination for Chronic Poor Availability        |  | 37
|14.    REPRESENTATIONS AND WARRANTIES                       |      | 38
|                                                            | 14.1 |    | Representations and Warranties of Seller                 |  | 38
|                                                            | 14.2 |    | Representations and Warranties of Buyer                  |  | 39
|15.    INDEMNIFICATION                                      |      | 39
|16.    NOTICES                                              |      | 40
|17.    CONFIDENTIALITY                                      |      | 40
|18.    SECURITY                                             |      | 41
|                                                            | 18.1 |    | Seller Guarantees                                        |  | 41
|                                                            | 18.2 |    | Buyer Security                                           |  | 41
|19.    FORCE MAJEURE                                        |      | 41
|                                                            | 19.1 |    | Definition                                               |  | 41
|                                                            | 19.2 |    | Obligations Under Force Majeure                          |  | 42
|                                                            | 19.3 |    | Force Majeure Not Forced Outage                          |  | 43
|                                                            | 19.4 |    | No Economic Force Majeure                                |  | 43
|                                                            | 19.5 |    | Continued Payment Obligation                             |  | 43
|                                                            | 19.6 |    | Extended Force Majeure Event After Commercial Operations |  | 43
|20.    INTERCONNECTION AND TRANSMISSION                     |      | 44
|                                                            | 20.1 |    | Facilities                                               |  | 44
|                                                            |      |    |                                                          | 

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|                                            | 20.2 |    | Transmission                    |  | 44
|------------------------------------------- | ---- | -- | ------------------------------- |  | --
|21.    TAXES                                |      | 44
|                                            | 21.1 |    | Applicable Taxes                |  | 44
|                                            | 21.2 |    | Contested Taxes                 |  | 45
|                                            | 21.3 |    | Other Charges                   |  | 45
|22.    MISCELLANEOUS PROVISIONS             |      | 45
|                                            | 22.1 |    | Non-Waiver                      |  | 45
|                                            | 22.2 |    | Relationship of Parties         |  | 45
|                                            | 22.3 |    | Successors and Assigns          |  | 45
|                                            | 22.4 |    | Governing Laws                  |  | 45
|                                            | 22.5 |    | Counterparts                    |  | 45
|                                            | 22.6 |    | Third Party Beneficiaries       |  | 45
|                                            | 22.7 |    | Financial Information           |  | 45
|23.    APPOINTMENT OF AQUILA AS UCU'S AGENT |      | 45
|                                            | 23.1 |    | Appointment                     |  | 45
|                                            | 23.2 |    | Presumption of Authority        |  | 46
|                                            | 24.  |    | ENTIRE AGREEMENT AND AMENDMENTS |  | 46

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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POWER SALES AGREEMENT

THIS 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 III, 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 7 and 8 of the Facility will occur on or prior to July 1, 2001; and

WHEREAS,
Buyer desires to receive and purchase, and Seller desires to deliver and sell the Electric Energy, Capacity and associated Ancillary Services from Units 7 and 8 of the Facility
and Replacement Power, pursuant to this Agreement; and

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

1.Definitions and Interpretation.



"ASME"
means the American Society of Mechanical Engineers.

"Actual
Heat Rate" for any period shall be the Heat Rate which is determined based upon actual performance of the Facility and the Elwood II Units during such period and calculated by
the quotient of the aggregate gas energy consumption in Btus for Units 7 and 8 (not including gas consumed to generate Test Energy, incremental gas consumed (at a Heat Rate above the Net Heat Rate) to
generate Incremental Energy to the extent used to offset what would otherwise be a Forced Derating, or gas consumed during Failed Starts), and the Elwood II Units as measured by the Station Fuel Meter
divided by the Electric Energy output (in kWh) produced by the same Units and the Elwood II Units during the identical period as measured by the Revenue Meter.

"Affected
Party" has the meaning set forth in Section 19.1.

"Affiliate"
means, when used with respect to any Person, any Person controlling, controlled by or under common control with such Person. For the purposes of this definition, the term
"controlling" (and, with correlative meanings, the terms "controlled by" and "under common control with") shall mean the possession of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or by contract or agency or otherwise.

"Aggregate
Delay LD Cap" means $21,215,800, less any Delay Book Out Charges paid by Seller.

"Ancillary
Services" has the meaning set forth in Section 9.

"Availability
Adjustment" has the meaning set forth in Section 7.1.3.

"Available"
means a state in which the Facility is capable of providing full service, whether or not it is actually in operation or in service.

"Average
Summer Partial Peak Availability" means the Equivalent Availability during Partial Peak Hours averaged over all months of a given Summer Period, calculated as:

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

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"Average
Summer Super Peak Availability" means the Equivalent Availability during Super Peak Hours averaged over all months of a given Summer Period, calculated as:

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

"Bankruptcy"
means any case, action or proceeding under any bankruptcy, reorganization, debt arrangement, insolvency or receivership law or any dissolution or liquidation proceeding
commenced by or against a Person and, if such case, action or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result
in an order for relief or shall remain undismissed for 90 days.

"Bankruptcy
Event" means with respect to a Party, an assignment by such Party for the benefit of creditors or the filing of a case in Bankruptcy or any proceeding under any other
insolvency law under which such Party is debtor in bankruptcy.

"Base
Fuel Charge" means the Fuel Index plus either 10 cents/MMBTU or 15 cents/MMBTU, as applicable under Section 7.2.5.1 or Section 7.2.5.2.

"Btu"
means British thermal unit.

"Business
Day" means each weekday (Monday through Friday) excluding NERC Holidays.

"Buyer
Event of Default" has the meaning specified in Section 13.2.

"Cap
Date" has the meaning specified in Section 3.3.5.

"Capacity"
means the capability measured in kW of Seller to produce Electric Energy at the Facility or deliver Replacement Power to the Point of Delivery or the Replacement Power
Delivery Point, as applicable.

"Capacity
Bonus" has the meaning set forth in Section 7.1.4.

"Capacity
Charge" has the meaning set forth in Section 7.1.

"Capacity
Rate" has the meaning set forth in Section 7.1.2

"Capacity
Rate Reduction Amount" has the meaning set forth in Section 3.3.6.

"Cap
Date" has the meaning set forth in Section 3.3.5.

"Change
in Law" means, after the Effective Date, the enactment, adoption, promulgation, modification or repeal or a material modification or change in the administrative or judicial
application by any Governmental Agency of any applicable Requirement of Law.

"ComEd"
means Commonwealth Edison Company or its successors and assigns.

"ComEd/Elwood
Switchyard" means that switchyard that provides interconnection services to the Facility as identified Appendix J.

"Commercial
Operations" means that a Unit or the Facility shall have achieved all of the conditions specified in Section 3.2.

"Commercial
Operations Date" means the day on which a Unit or the Facility achieves Commercial Operations.

"Commercial
Operations Delay Period" is the period of time, if any, between the Target COD and the Commercial Operations Date.

"Commission"
or "Commissioning" as applicable, means the test and start up process leading up to Commercial Operations.

"Compressor
Wash" has the meaning set forth in Section 6.5.

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"Confidential
Information" has the meaning specified in Section 17.

"Contract
Year" means (i) for the first Contract Year, the period commencing on July 1, 2001 and ending on the December 31 occurring immediately thereafter, and
(ii) for all other Contract Years (other than the final Contract Year), the calendar year, except that the final Contract Year shall be the period from the first day of the calendar year
(during which the Term will expire) through the expiration of the Term.

"Cover
Period" means a period during which the Seller is permitted pursuant to this Agreement to deliver or cause to be delivered Replacement Power or Substitute Power to Buyer. Such
periods shall include only the following: (i) any time during Commercial Operations Delay Period; (ii) a Forced Outage or a Forced Derating; (iii) a period that could reasonably
be likely to result in a Forced Outage or Forced Derating, as a result of which Seller determines, in accordance with Prudent Industry Practices, that safety concerns, potential equipment breakdowns
or Unit vibration alarms require the Units to be made unavailable for a period of time necessary to diagnose and remedy such operational problems; or (iv) a Force Majeure Period.

"Day
Ahead Schedule" means Buyer's hour by hour Dispatch schedule for the next calendar day or days, as applicable, as provided to Seller pursuant to Section 4.3.2.1.

"Default
Rate" means (a) the one-month "LIBOR" as published from time to time in the "Money Rates" section of The Wall Street Journal, plus (b) 4.5% (450 basis points) per
annum.

"Degradation
Curves" means the combustion turbine degradation curve(s) as represented by General Electric Bulletin No. 519HA772, Rev. A, dated February 9, 1995.

"Delay
Book Out Charge" has the meaning specified in Section 3.3.2

"Delay
Election" has the meaning specified in Section 3.3.1

"Delay
LDs" has the meaning specified in Section 3.3.3.

"Design
Limits" means the operating specifications listed inAppendix A.

"Diagnostic
Period" has the meaning specified in Section 4.5.3.

"Differential
Transmission Adjustment" means the difference between the cost to Buyer to have Replacement Power delivered from the Replacement Power Delivery Point to Buyer's ultimate
customer and the cost Buyer would have incurred to transmit such power from the Point of Delivery to such customer. Such amount may be a negative or positive number and shall be determined in
accordance with Section 7.2.4.3.

"Dispatch"
means Buyer's rights to schedule the designated Electric Energy output of the Facility pursuant to Section 4.3 or to schedule the delivery of Replacement Power pursuant
to Section 4.7.

"Dispatch
Notification" means that Buyer has notified Seller by telephone conversation of Buyer's Dispatch order in accordance with Appendix C.

"Dispatcher"
means Buyer's authorized representative for Dispatch under this Agreement.

"DLD
Escrow" has the meaning set forth in Section 3.3.5.

"Dominion"
means Dominion Energy, Inc., a Virginia corporation.

"Downgrade
Event" means (i) with respect to a Buyer or Seller Guarantor whose long term unsecured indebtedness is rated by one or both of Standard & Poor's or Moody's, a
downgrade in such ratings such that both fall below Investment Grade, and (ii) with respect to a Seller Guarantor that is not rated, a value below $600,000,000 in owner's equity or a ratio of
total liabilities to total assets for Dominion that exceeds 72%.

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"EPC
Contractor" means the party under contract to Seller to design, engineer, procure, and construct the Facility.

"Effective
Date" means the date of this Agreement.

"Electric
Energy" means all electric energy output from the Facility (net of Facility station service and auxiliaries for the Units and the Elwood II Units) delivered to Buyer by Seller
from and after the Commercial Operations Date in accordance with the terms of this Agreement.

"Elwood
Station" means the multi-unit power generation station that includes the Facility and other units, located in Elwood, Illinois owned by Seller and its Affiliates.

"Elwood
II Units" means Units 5 and 6 at Elwood Station.

"Emergency
Condition" means a condition or situation which (i) in the sole judgment of the Interconnected Utility presents an imminent physical threat of danger to life, or
significant threat to health or property (including in the ComEd/Elwood Switchyard), (ii) in the sole judgment of the Interconnected Utility could cause a significant disruption on or
significant damage to the Interconnected Utility's System (or any material portion thereof) or the transmission system of a third party (or any material portion thereof), (iii) in the
reasonable judgment of Seller presents an imminent physical threat of danger to life, or significant threat to health or property (including in the ComEd/Elwood Switchyard) or (iv) in the
reasonable judgment of Seller could cause significant damage to the Facility (or any material portion thereof).

"Energy
Charge" has the meaning set forth in Section 7.2.

"Energy
Rate" means, individually or collectively, as the context requires, the Replacement Power Energy Rate, the Incremental Energy Rate, the Facility Electric Energy Rate, or the Test
Energy Rate.

"Equivalent
Availability" has the meaning set forth inAppendix E.

"Equivalent
Forced Derated Hours" or "EFDH" has the meaning set forth in Appendix E.

"Escrow
Agreement" has the meaning specified in Section 3.3.5.

"Extension
Term" has the meaning set forth in Section 2.1.

"Facility"
means the natural gas fueled electric generation plant consisting of two GE Frame 7 FA combustion turbines designated as Units 7 and 8, together with appurtenant
facilities, and having a total net output estimated to be approximately 303,560 kWs located at the Elwood Station.

"Facility
Electric Energy Rate" has the meaning set forth in Section 7.2.

"Failed
Start" means an attempted start up of a Unit whereby Seller initiates the Start Up Sequence but does not achieve a Start Up.

"FERC"
means the Federal Energy Regulatory Commission.

"Final
Commercial Operations Date" means June 1, 2002, as such date may be extended pursuant to Section 19, in which case such date shall be extended by the period during
which a Force Majeure Event impairs or precludes the performance by a Party of its obligations hereunder, but in no event beyond June 1, 2003.

"First
Outage Notice" has the meaning set forth in Section 4.5.1.

"Force
Majeure Event" has the meaning set forth in Section 19.1.

"Force
Majeure Period" means any period during which a Force Majeure Event affecting Seller occurs that precludes wholly or in part the capability of the Facility to deliver Electric
Energy and Capacity as required hereunder.

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"Forced
Derating" has the meaning set forth inAppendix E.

"Forced
Outage" has the meaning set forth inAppendix E.

"Forced
Outage Hours" or "FOH" has the meaning set forth inAppendix E.

"Four
Month Date" has the meaning set forth in Section 3.3.6.

"Fuel
Charge" means the Base Fuel Charge plus the applicable surcharge, if any, imposed pursuant to Section 7.2.5.3.

"Fuel
Index" means the index as published inGas Daily"Midpoint, Chicago-LDCs, Large e-us"for the day of Energy
delivery to Buyer. If this index ceases to be published the Parties shall select a mutually agreeable substitute index designed to track the market price of gas in the Chicago area for large end users
for next day service.

"Fuel
Metering Point 'means the Station Fuel Meter identified inAppendix J.

"GDP-IPD"
means the Gross Domestic ProductImplicit Price Deflator as published in the National Income and Product Account by the U.S. Department of Commerce.

"Government
Agency" means any federal, state, local, territorial or municipal government, governmental department, commission, board, bureau, agency, instrumentality, judicial or
administrative body (or any agency, instrumentality or political subdivision thereof) having jurisdiction over the Buyer, Seller, the Facility, or the Interconnected Utility.

"Governmental
Approval" means any authorization, consent, approval, license, ruling, permit, exemption, filing, variance, order, judgment, decree, publication, notice to, declarations of
or with or regulation by or with any Government Agency relating to the acquisition, ownership, occupation, construction, Commissioning , operation or maintenance of the Units and the Facility or to
the execution, delivery or performance of this Agreement.

"Gross
Margin" shall mean the reasonable documented actual sales proceeds at Prevailing Market Prices for energy and/or capacity, less Transaction Costs, less (i) the Facility
Electric Energy Rate or (ii) in the case of Incremental Energy, $100/MWh.

"Guaranteed
Availability" means the Guaranteed Non-Summer On Peak Availability, the Guaranteed Summer Partial Peak Availability or the Guaranteed Summer Super Peak Availability for the
applicable period.

"Guaranteed
Heat Rate" means 10,787 Btu/kWh (HHV), new and clean at Reference Conditions.

"Guaranteed
Non-Summer On Peak Availability" shall be equal to 97%.

"Guaranteed
Ramp Rate" has the meaning set forth inAppendix A.

"Guaranteed
Start-Up Time" has the meaning set forth inAppendix A.

"Guaranteed
Summer Partial Peak Availability" shall be equal to 97%.

"Guaranteed
Summer Super Peak Availability" shall be equal to 97%.

"Heat
Rate" means the efficiency expressed as the amount of Btus of natural gas consumed to generate a kwh of electric energy.

"Heat
Rate Credits" has the meaning set forth in Section 7.3.2.

"ISO"
or "Independent System Operator" means any Person, other than ComEd, that becomes responsible as system operator for the Interconnected Utility System.

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"Imbalance
Charge" means a charge for oversupply or undersupply of Electric Energy incurred pursuant to Schedule 4 of ComEd's Open Access Transmission Tariff or the
Interconnection Agreement.

"Incremental
Energy" has the meaning set forth in Section 4.4.

"Incremental
Energy Rate" has the meaning set forth in Section 7.2.

"Individual
Fuel Meter" means the meter located as indicated in Appendix J, measuring gas consumption of an individual Unit or similar meters on the Elwood II Units.

"Initial
Net Heat Rate" means the Net Heat Rate as tested in the final performance testing for each Unit under the contract with the EPC Contractor averaged over the Units and the Elwood
II Units with evaporative coolers in service as corrected to Reference Conditions in accordance with Appendix B.

"Initial
Term" has the meaning set forth in Section 2.1.

"Interconnection
Facilities" means the interconnection facilities that will connect the Facility with the Interconnected Utility System, as more fully described in the Interconnection
Agreement.

"Interconnected
Utility" means ComEd or its successors and assigns; such assigns may include an ISO or any other entity operating a control area that includes the Interconnected Utility
System.

"Interconnected
Utility System" means the electric transmission and distribution system owned by ComEd and its Affiliates, or their successors and assigns; such assigns may include
assignment of operations to an ISO which shall then mean that Interconnected Utility System operated by such ISO.

"Interconnection
Agreement" means the Interconnection Agreement to be agreed to and executed between the Interconnected Utility and Seller with respect to the Facility.

"Interconnection
Facilities" means the interconnection facilities that will connect the Facility with the Interconnected Utility System, as more fully described in the Interconnection
Agreement.

"Investment
Grade" means a rating on the long term unsecured indebtedness of an entity of at least Baa3 from Moody's or at least BBB- from Standard & Poor's.

"kW"
means kiloWatt

"KWh"
means kiloWatthour.

"Lenders"
means with respect to the Seller (i) any person or entity that, from time to time, has made loans to the Seller, its permitted successors or permitted assigns for the
financing or refinancing of the Facility or the marketing of the Electric Energy, Capacity or Ancillary Services of the Facility or which are secured by the Facility, (ii) any holder of
indebtedness of the Seller, (iii) any person or entity acting on behalf of such holder(s) to which any holders' rights under financing documents have been transferred, any trustee or agent on
behalf of any such holders, or (iv) any Person who purchases the Facility in connection with a sale-leaseback or other lease arrangement in which the Seller is the lessee of the Facility
pursuant to a net lease.

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2.Term and Survival



3.Project Implementation and Achievement of Commercial Operations.



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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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4.4Incremental Energy.The Facility may through limited over-firing of the Units, have a generation capability
that is higher than Net Dependable Capacity of up to approximately five (5) MW per Unit higher than its Net Dependable Capacity. "Incremental Energy" means Electric Energy generated through limited
over-firing of the Units (as installed as of the Commercial Operations Date). Buyer may Dispatch Incremental Energy if and to the extent available in an amount of up to 250 hours per Contract Year in
accordance with this Section 4.4, if and to the extent that Seller is not generating Incremental Energy to offset a Forced Derating. Buyer shall not be obligated to purchase Incremental Energy
at the Incremental Energy Rate to the extent generated by Seller to offset a Forced Derating.

4.5Forced Outages



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5.Metering; Billing; Payment



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6.Operation and Maintenance of the Facility



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7.Compensation



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8.Performance Tests.



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9.Ancillary Services



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10.Limitation of Liability and Exclusive Remedies



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11.Disagreements



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12.Assignment; Project Financing; and Transfer of Units



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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.



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14.Representations and Warranties



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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.

39

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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:



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

40

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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.

18.Security



19.Force Majeure



41

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42

---





43

---





20.Interconnection and Transmission



21.Taxes



44

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22.Miscellaneous Provisions



23.Appointment of Aquila As UCU's Agent



45

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24.Entire Agreement and Amendments

This
Agreement supersedes all previous representations, understandings, negotiations and agreements 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.

46

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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 III, 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

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.

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.

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

B-1

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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.



B-2

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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) period

Prior to and during test point

n/a

May not change more than 5EF over any 15 minuteAmbient 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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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 8to 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:



G-1

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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, III 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:

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 Dominion under Dominion's Guaranty of even date herewith and neither Guarantor nor Dominion 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:



H-1

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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:



H-2

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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.



H-3

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H-4

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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:                    
| |  |                           

H-5

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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 III, 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:



H-1

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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:



H-2

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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.



H-3

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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).



H-4

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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:               
| |  |                      

H-5

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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 II 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.

K-1

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