EXHIBIT 10.19

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.CONFIDENTIAL INFORMATION HAS BEEN DESIGNATED BY ***

JOINT PLANT AGREEMENT

between

Wisconsin Public Service Corporation

and

Dairyland Power Cooperative

 

    THIS AGREEMENT is made and entered intothis 23rd day of November, 2004, by and between Wisconsin Public ServiceCorporation, a Wisconsin corporation (hereinafter called "WPSC"), andDairyland Power Cooperative, a Wisconsin cooperative association (hereinaftercalled "DPC"), the parties hereinafter sometimes being collectivelycalled the "Companies", and individually called a "Company".

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

    WHEREAS, the Companies, for the purposesof obtaining economies of scale, making the most effective use of powergeneration, and assuring and supplying economical and reliable electric power totheir respective customers, desire to share in the ownership of Weston 4, whichis to be constructed at the Weston Generating Station (as those terms aredefined below).

    NOW, THEREFORE, in consideration of thepremises and of the mutual covenants herein set forth, the Companies agree asfollows:

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   Section 1. Definitions.

    "A&G Facilities" shall mean thosebuildings, improvements, equipment, facilities and other assets, liabilities andproperty not located at the Weston Generating Station that will be used in theoverall conduct of the business and affairs of WPSC, as more specificallydescribed in Section 06 of the Joint Operating Manual, and all renewals, repairsand replacements thereof; provided, however, that the A&GFacilities shall not include the Legner Facility.

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

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

    "ATC" shall mean theAmerican Transmission Company LLC.

    "Average Cost Basis" shall mean anallocation of all costs associated with all applicable activities that supportoverall operating Company operations to all users on an equitable basis. Thiscontrasts with an incremental or marginal cost basis, which identifies asrelevant only those additional costs incurred as a result of the addition of afacility (Weston 4 in this circumstance).

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    "Code" shall mean theInternal Revenue Code of 1986, as amended.

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

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

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

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

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

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

    "Easement Property" shall mean the landowned by WPSC that will be subject to the Easement, as described in more detailin the Easement.

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

    "Escrow Agent" shall mean a bank with trustpowers and a Standard & Poor's credit rating of at least A that does nothold accounts of either WPSC or DPC that has been appointed as escrow agentpursuant to the Escrow Agreement.

    "Escrow Agreement" shall mean an escrowagreement to be entered into by the Companies with the Escrow Agent prior to theOwnership Date, or an escrow agreement entered into by the Companies with asuccessor escrow agent.

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

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

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

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

    "FFB" shall mean theFederal Financing Bank.

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

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

    "Force Majeure" shallmean in respect of any Person ("Excused Party") an event beyond thereasonable control of such Excused Party which prevents or delays, in whole orin part, such Excused Party from performing any of its obligations under thisAgreement, the Joint Operating Manual, the Ground Lease or the Easement (exceptfor the obligation to pay money when due) including, without limitation, war,hostilities, terrorist acts, civil disturbances, any kind of local or nationalemergency, riot, fire, flood, hurricane, blizzard, storm, earthquake, concealedor subterranean conditions at the Weston Generating Station unknown to WPSC'sEnvironmental Department****as of the date of thisAgreement, power failure or power surge, epidemic, explosion, sabotage, act ofGod, acts or failures to act or delays in action by governmental authorities(including but not limited to failure to issue, delays in issuing, or revocationof permits or licenses, except to the extent any such failure, delay orrevocation is due to the negligence or intentional misconduct of the Personclaiming Force Majeure), transmission constraints, delays in finalizing andimplementing the Interconnection Agreement, acts or failures to act of a thirdparty (including, in the case of WPSC, failure of its Subcontractor(s) toperform or deliver on a timely basis, to the extent such failure is due to aforce majeure condition (as defined herein) affecting the Subcontractor or anyother cause beyond WPSC's reasonable control), strike, slowdown or other laborunrest or dispute (including, in the case of WPSC, strikes, slowdowns or otherlabor unrest or disputes of or by employees of WPSC, any Subcontractor or theirrespective affiliates), delay of carriers, failure of the usual modes oftransportation, embargo, unavailability of necessary equipment, changes inApplicable Laws from those in effect on the 

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 date of this Agreement, anycondition at the Weston Generating Station that requires remediation under anyApplicable Law related to the environment (except any such condition thatconstitutes a violation of Applicable Law of which WPSC'sEnvironmental Department hasknowledge on the date of this Agreement), or expropriation or confiscation offacilities. Force Majeure shall not, however, include events that would havebeen avoided by the claiming Person's following of Good Utility Practice, and ifnot completely so avoidable, the extent of Force Majeure relief shall be reducedto the extent that the consequences of the Force Majeure event would have beenavoided or reduced by the following of Good Utility Practice. Force Majeureshall also include, in the case of WPSC, any event beyond the reasonable controlof WPSC, such as a physical transmission constraint or limitation or the termsof a governmental permit, license or order, or an orderof the Transmission Authority or market authority havingjurisdiction, that has the effect of limiting theaggregate output or operation of Weston 4 and any one or more of the other unitsat the Weston Generating Station, in which case WPSC shall not be required tooperate Weston 4 to the extent doing so would have a material adverse effect onWPSC's ability to operate its other unit(s) at the Weston Generating Station. Inthe event of such a constraint, limitation, permit, license or order that hasthe effect of limiting the aggregate output or operation of Weston 4 and any oneor more of the other units at the Weston Generating Station, the Companies shallreduce the dispatch of their respective shares of the Weston Generating Stationgeneration in accordance with Section 13 of the Joint Operating Manual, as itmay be modified from time to time by the JPOC to reflect the then-currentpractices of the Transmission Authority or market authority having jurisdiction.

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

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

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

    "Good Utility Practice" shall mean any ofthose designs, practices, methods, acts and equipment, as may change from timeto time, that are commonly used, engaged in or approved by prudent electricgeneration utilities to design, construct, install, operate and maintain theirelectric generating, transmission and distribution equipment lawfully and withsafety, dependability, efficiency and economy, including but not limited tocompliance with those standards developed by the American Society of MechanicalEngineers, the Institute of Electrical and Electronic Engineers and the AmericanNational Standards Institute that are applicable to activities and procedures atWeston 4 and the Weston New and Existing Common Facilities, and those applicablestandards developed by other similar organizations conducting affairs that arerelevant to activities and procedures at Weston 4 and the Weston New andExisting Common Facilities; and that are in accordance with orrequired by any Applicable Laws in effect as of thedate hereof, and as such may be changed from time to time. "GoodUtility Practice" is not intended to be limited to the optimum design,practice, method, act or equipment to the exclusion of all others, but rather tobe designs, practices, methods, acts and equipment generally accepted in theelectric utility industry.

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

    "Indirect Costs" shall mean those costs thatrepresent normal, routine, recurring services, including without limitationadministrative and general costs, which benefit multiple areas of the operatingCompany and may not be easily identified or directly charged to a facility, thusrequiring an allocation methodology, as described in Section 06 of the JointOperating Manual, including but not limited to SERVCO, GENCO, ES&C andA&G Facilities costs. This contrasts with direct costs, which can bespecifically identified as being incurred for or in connection with the facilityreceiving the charge.

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

 

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    "Joint Operating Manual"shall mean the detailed procedures document developed by the Companies for usein administering this Agreement, as such document may be amended or modifiedfrom time to time by the JPOC (it being understood that the JPOC's amendmentsand modifications may include, without limitation, adding or deleting sectionsor provisions to or from the Joint Operating Manual). The initial version of theJoint Operating Manual is attached hereto as Attachment 4. The Joint OperatingManual, as it may be amended from time to time by the JPOC, shall be bindingupon the Companies. The Joint Operating Manual shall, to the greatest extentpossible, be construed to be complementary to the terms of this Agreement, butin the event of any conflict between the terms of this Agreement and theprovisions of the Joint Operating Manual, this Agreement shall control.Capitalized terms that are defined in this Agreement shall have the samemeanings when used in the Joint Operating Manual.

    "Joint Plant OperatingCommittee" or "JPOC" shall mean a committee whichshall include representatives of each of the Companies and which shall providepolicy supervision and direction with respect to the design, engineering,procurement, construction, modification, operation, maintenance, repair,licensing, permitting, accounting matters, interconnection, fuel procurement anddecommissioning of Weston 4 and the Weston New and Existing Common Facilities inaccordance with the terms and conditions of this Agreement and the JointOperating Manual.

 

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    "JPOC Threshold" shallmean individual projects exceeding $*** in capitalized expenditures or fuelcontracts exceeding $*** in expenditures, or individual projects (excluding fuelcontracts) exceeding $*** in expensed expenditures; these dollar amounts shallbe subject to escalation on an annual basis beginning in 2005 in accordance withchanges in the GDP-IPD during the preceding calendar year (for example, if theGDP-IPD increases by 1% during 2004, the JPOC Threshold amounts shall be $***,$*** and $***, respectively, during 2005, and if the GDP-IPD then increases by2% during 2005, the JPOC Threshold amounts shall be $***, $*** and $***,respectively, during 2006, and so on).

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

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

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

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

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

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

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

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

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

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

| Wisconsin Public Service Corporation | 70% |
|--------------------------------------|-----|
| Dairyland Power Cooperative          | 30% |

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    The Companies may change theirrespective Ownership Shares, or their respective New or Existing CommonOwnership Shares, from time to time, but only as provided herein or otherwiseupon their mutual written agreement and their receipt of any and allgovernmental and regulatory permits, licenses and approvals necessary to allowsuch a change. In the event of any such change in Ownership Shares, New CommonOwnership Shares or Existing Common Ownership Shares, as the case may be, anyand all rights and responsibilities of the Companies under this Agreement, theJoint Operating Manual, the Ground Lease, the EI Agreement and the Easement thatare based upon Ownership Shares, New Common Ownership Shares or Existing CommonOwnership Shares, as appropriate, shall, beginning effective on the effectivedate of the change, be changed in proportion to the change in Ownership Shares,New Common Ownership Shares or Existing Common Ownership Shares, as appropriate(but the Companies' respective rights and responsibilities for periods prior tothe effective date of the change in Ownership Shares, New Common OwnershipShares or Existing Common Ownership Shares, as appropriate, shall not beaffected).

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

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

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

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

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

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

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

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

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

    "Site" shall mean the land in which aleasehold interest will be granted by WPSC to DPC under the Ground Lease; Weston4 will be built on said land.

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

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

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

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

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

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

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

    "Weston Existing Common Facilities" shallmean those buildings, improvements, equipment, facilities and other propertyexisting at the Weston Generating Station on the date of this Agreement thatwill be used in common by Weston 4 and one or more of the other generating unitsat the Weston Generating Station, as more specifically described in Exhibit Ito the Joint Operating Manual, and all modifications, renewals, repairs andreplacements thereof.

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

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

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

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

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 buildings, improvements,equipment, facilities and other property constructed at the Weston GeneratingStation after the construction of Weston 4 that will be used in common by Weston4 and one or more of the other generating units at the Weston GeneratingStation, and all modifications, renewals, repairs and replacements thereof.

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

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

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

 

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"unconditional RUS commitment" shall mean acommitment the execution of which is conditioned solely on execution of theusual and customary RUS-guaranteed FFB loan documentation and closingrequirements. If DPC terminates this Agreement pursuant to the FinancingContingency, DPC's obligation to contribute to the costs of Weston 4 shall becancelled, and DPC shall thereafter have the right (which right must beexercised on or before ***, 2006  or be conclusively deemed waived) toelect the Partial Requirements Service PPA alternative, as described in moredetail in Attachment 7 hereto. If DPC wishes to elect the Partial RequirementsService PPA alternative, it must notify WPSC of its election in writing by nolater than ***, 2006. If, on the other hand, DPC obtains the RUS approval andthe unconditional commitment described above on or beforeJanuary 16, 2006, DPC shall promptly notify WPSC thereof in writing and therebywaive the Financing Contingency. DPC in its discretion mayalso waive the Financing Contingency by written notice to WPSC on or beforeJanuary 16, 2006, even if it has not received the RUS approval and unconditionalcommitment described above. Any waiver of the Financing Contingency shall, oncemade or given, be irrevocable. If DPC does not provideWPSC with notice of termination as described above on or prior to January 16,2006, and if DPC has not waived the Financing Contingencyin writing on or before January 16, 2006, this Agreement shall be deemed to havebeen terminated by DPC pursuant to the Financing Contingency, effective onJanuary 16, 2006.

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

 

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    (b) DPC shall use efforts consistentwith Good Utility Practice to obtain transmission service and MAPP accreditationfor firm delivery of DPC's share of the energy to be generated at Weston 4 tothe DPC transmission network at commercially reasonable cost and risk. Ifdespite such efforts, DPC determines in its sole discretion that it cannotobtain transmission service and/or accreditation at commercially reasonable costand risk, DPC shall have the right to terminate this Agreement by providingwritten notice of termination to WPSC on or before January 16, 2006 (the"Transmission Contingency"). DPC's commercially reasonable cost andrisk of transmission shall include consideration of, among other things, thelikelihood and cost of additions or improvements to the ATC, DPC, or othertransmission systems required to provide firm delivery to the DPC transmissionnetwork, and the cost and availabilityof firm transmission service,including reservation charges, anticipated transmission congestion relief costsand the associated cost to DPC, if any, to obtain financial transmission rightsand/or redispatch services to offset such costs. If DPC exercises theTransmission Contingency and terminates this Agreement, it shall disclose toWPSC in writing the steps DPC has taken to obtain transmission service andaccreditation and the factors in its decision. If DPC terminates this Agreementpursuant to the Transmission Contingency, DPC's obligation to contribute to thecosts of Weston 4 shall be cancelled. The Transmission Contingency may be waivedby DPC on or prior to January 16, 2006 by providing written notice of waiver toWPSC; if DPC obtains transmission service and MAPP accreditation at what DPCdeems to be commercially reasonable cost and risk as described above, it shallpromptly notify WPSC thereof in writing and thereby waive the TransmissionContingency. Any waiver of the Transmission Contingency shall,once made or given, be irrevocable.  If DPC does notprovide either a written notice of termination or a written notice of waiver ofthe Transmission Contingency to WPSC by January 16, 2006, this Agreement shallbe deemed to have been terminated by DPC pursuant to the TransmissionContingency, effective on January 16, 2006. WPSC shall reasonably cooperate withDPC (at 

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 DPC's expense) and provide DPC with such testing data and otherinformation as DPC shall reasonably request in order for DPC to obtain thetransmission service and MAPP accreditation for DPC's share of capacity andenergy from Weston 4.

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

_______________

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

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

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

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

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

    e)On October 7, 2004, WPSC received a CPCN (PSCW Docket No. 6690-CE-187) from thePSCW to allow the construction of Weston 4 (the "First Approval"). Assoon as reasonably practicable after the date of this Agreement, DPC and WPSCshall submit to the PSCW all materials necessary to obtain PSCW approval toallow WPSC to transfer a 30% interest in Weston 4 to DPC and to allow DPC toacquire said interest (this PSCW approval to be sought by WPSC and DPC isreferred to herein as the "Second Approval"). The Companies shall usereasonable best efforts to obtain, and shall cooperate to facilitate andexpedite receipt of, the Second Approval and all other Required Permitsassociated with the Weston 4 project, including without limitation bycoordination with the RUS, the PSCW, the DNR and other federal, state and localagencies for compliance with all Applicable Laws, including but not

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

 

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limited to the National Environmental Policy Act and theWisconsin Environmental Policy Act. The costs of obtaining the Second Approvalshall be shared by the Companies in accordance with their respective OwnershipShares. WPSC shall consult with DPC before making any commitments, entering intoany voluntary agreements, or agreeing to any permit or approval condition thatwould have the effect of materially increasing DPC's costs or regulatoryobligations with regard to DPC's other generation units or utility system.

    Notwithstanding anything to thecontrary herein (but subject to the last sentence of this Section 3(e) dealingwith expiration of termination rights): (i) if WPSC has not received on orbefore *** the necessary air permit for Weston 4 from theDNR or any other material governmental or regulatory permit, license, order orapproval that is reasonably necessary for the construction, operation ormaintenance of Weston 4 or the Weston New Common Facilities, or if the FirstApproval or any such air permit and/or other permit, license, order or approvalhas been received by such date but has been suspended, withdrawn or revoked, oris subject to restriction(s), condition(s) or qualification(s) that, in the solediscretion of either WPSC or DPC, have or may have a material adverse impactupon the Weston 4 project or its usefulness or value to WPSC or DPC, as the casemay be, then either DPC or WPSC, in its sole discretion, shall be entitled toterminate this Agreement upon written notice to the other Company, so long assuch notice is received by no later than ***; (ii) if the Companies have notreceived the Second Approval on or before ***, or if the Second Approval hasbeen received by such date but has been suspended, withdrawn or revoked or issubject to restriction(s), condition(s) or qualification(s) that, in the solediscretion of either of the Companies, have or may have a material adverseimpact upon the Weston 4 project or its usefulness or value to such Company,then either such Company, in its sole discretion, shall be entitled to terminatethis Agreement

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

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upon written notice to the other Company, so long as suchnotice is received by no later than ***; (iii) if all Required Permits have notbeen received on or before *** 2006, or if one or more of the Required Permitshas been received on or before *** 2006 but has been suspended, withdrawn orrevoked, this Agreement shall automatically terminate effective on said dateunless the Companies have mutually agreed in writing to waive this subsection(iii) prior to *** 2006; (iv) if all Required Permits have been received, butone or more of them has been suspended, withdrawn or revoked or is subject torestriction(s), condition(s) or qualification(s) that, in the sole discretion ofeither of the Companies, have or may have a material adverse impact upon theWeston 4 project or its usefulness or value to such Company, or if the SecondApproval or any other Required Permit is being challenged before the PSCW or ina court of competent jurisdiction, and such challenge is determined by eitherCompany in its sole discretion to have a material adverse impact upon the Weston4 project or its usefulness or value to such Company, then either Company, inits sole discretion, shall be entitled to terminate this Agreement upon writtennotice to the other Company, so long as such notice is received by *** 2006; (v)if the First Approval, the necessary air permit for Weston 4 from the DNR, orany other material governmental or regulatory permit, license, order or approvalthat is reasonably necessary for the construction, operation or maintenance ofWeston 4 or the Weston New Common Facilities is being challenged before the DNRor the PSCW or in a court of competent jurisdiction, and such challenge isdetermined by either Company in its sole discretion to have a material adverseimpact upon the Weston 4 project or its usefulness or value to such Company,then either Company, in its sole discretion, shall be entitled to terminate thisAgreement upon written notice to the other Company, so long as such notice isreceived by *** 2006 (it being understood that WPSC may terminate this Agreementunder this subsection (v) only if it also abandons the

_______________

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

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Weston 4 project); and (vi) WPSC, in its sole discretion,shall be entitled to terminate this Agreement upon written notice to DPC at anytime prior to the Ownership Date if WPSC decides not to proceed with the Weston4 project. If WPSC intends to exercise itstermination right under subsection (vi) of thisSection 3(e), and WPSC's exercise of such termination right will occurmore than 30 calendar days after the date the Second Approvalis obtained, and WPSC has decided to pursue analternative generation resource or resources instead of Weston 4, thenbefore WPSC may exercise its termination right under subsection (vi) of thisSection 3(e), WPSC willnotify DPC of such intended termination andconsult with DPC concerning the possibility of DPC participating in suchalternative resource(s); provided,however, that any such DPC participation shall be subject to the Companies****reaching mutual agreement with respect thereto.The termination rights identified in Sections 3(e)(i) through (vi) shall eachexpire automatically if and when the Ownership Date has occurred.

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

    (a) Effective on the Ownership Date,DPC and WPSC shall be tenants in common (as undivided****interests) inWeston 4 and in the Weston New Common Facilities (excluding any interest in theland underlying the same other than the rights created by the Ground Lease andthe Easement), with undivided interests in Weston 4 in proportion to theirrespective Ownership Shares, and undivided interests in the Weston New CommonFacilities in proportion to their respective applicable New Common OwnershipShares. WPSC shall solely own and continue to own the A&G Facilities, andany and all buildings, improvements, equipment, facilities and other property atthe Weston Generating Station that are not used in common by Weston 4 and one ormore of the other generating units at the Weston Generating Station. The Siteshall be owned solely by WPSC, subject to the Ground Lease, with DPC as tenantin proportion to DPC's Ownership Share in Weston 4. The Easement Property shallbe owned solely by WPSC, subject to the Easement. Effective on the ExistingCommon Ownership Date, DPC and WPSC shall be tenants in common (as undividedinterests) in the Weston Existing Common Facilities (excluding 

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

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

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

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 bySection 25) shall be shared by WPSC and DPC in proportion to their respectiveOwnership Shares, New Common Ownership Shares or Existing Common OwnershipShares, as the case may be. Loss of or damage to A&G Facilities will,under normal circumstances, involve a retirement and a replacement of theequipment as a capital expenditure. In these circumstances, WPSC and DPC willshare in the premature retirement of the damaged facilities through depreciationexpense as certified by the PSCW. If for some reason WPSC is required to recorda book loss on such facilities, or to the extent aloss results in an expenditure that is expensed, such loss willbe shared by DPC and WPSC as provided in the Joint OperatingManual.

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

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

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

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

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

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 obtainedfrom WPSC's Subcontractors, including reasonable forecasts of when all necessarywork can be completed to allow the In-Service Date to occur.

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

    During the construction phase, WPSC shall maintain anowner-controlled insurance program that will provide workers' compensation andgeneral liability coverage for incidents occurring at the Weston 4 site, or willmake arrangements for comparable coverages. WPSC also shall maintain a builder'srisk policy applicable to loss of property that occurs at the Weston 4 siteduring construction, or will make arrangements for comparable coverage. The costof these insurance coverages shall be shared by the Companies as provided inthis Agreement and the Joint Operating Manual.

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

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

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

    Section 6. Contracts andAuthorizations. In general, WPSC as the operating co-owner shall haveresponsibility for the construction, operation and maintenance of Weston 4.Subject to the provisions in this Agreement dealing with Major ConstructionDecisions and Major Operating Decisions, WPSC was, is and on an ongoing basisshall be authorized to act for the co-owners of Weston 4 and the Weston New andExisting Common Facilities, in accordance with Good Utility Practice and subjectto the general oversight of the JPOC, by negotiating and entering into (i)contracts related to the design, engineering, procurement, licensing,permitting, interconnection, administrationor construction of Weston 4 or the Weston New or Existing Common Facilities, orto the replacement of, addition to, modification of, or repair or refurbishmentof, any items of property of or associated with Weston 4 or with the Weston Newor Existing Common Facilities, or to transportation or fuel procurement forWeston 4, and contracts for operation, maintenance and modification services forWeston 4 or for the Weston New or Existing Common Facilities, and amendments toall such contracts, and (ii) settlements of and judgments related to anyasserted rights, claims, demands, actions or penalties of any third Personassociated with the design, engineering, procurement, licensing, permitting,interconnection, administration, construction, operation, maintenance,modification, repair, 

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 transportation or fuel procurement of Weston 4 or of theWeston New or Existing Common Facilities, so long as the estimated cost of anysuch contract (as amended), judgment or settlement entered into on or after thedate of this Agreement is less than the JPOC Threshold. Effective on and afterthe Ownership Date, DPC's cost responsibility under this Agreement shall reflectthe terms and conditions of, and DPC shall be responsible under this Agreementfor the costs and liabilities arising from, all such contracts (as amended),judgments and settlements (whether entered into before, on or after theOwnership Date (or, with respect to the Weston Existing Common Facilities, theExisting Common Ownership Date)) in proportion to DPC's Ownership Share, NewCommon Ownership Share or Existing Common Ownership Share, as the case may be.The Companies further acknowledge and confirm that, effective on the OwnershipDate, DPC's cost responsibility under this Agreement shall reflect the terms andconditions of, and DPC shall be responsible under this Agreement for the costsand liabilities arising from, all such contracts (as amended), judgments andsettlements entered into by WPSC prior to the date of this Agreement, inproportion to DPC's Ownership Share, New Common Ownership Share or ExistingCommon Ownership Share, as the case may be, whether the estimated cost of anysuch contract, amendment, judgment or settlement is below, at or above the JPOCThreshold. WPSC also is and on an ongoing basis shall be authorized to act forthe co-owners of Weston 4 and the Weston New and Existing Common Facilities, inaccordance with Good Utility Practice, bynegotiating and entering into contracts, amendments, judgments and settlementsassociated with the design, engineering, procurement, licensing, permitting,interconnection, administration,construction, modification, repair, operation, maintenance, transportation orfuel procurement of Weston 4 or of the Weston New or Existing Common Facilitiesas provided in Sections 7 or 12 below. Consistent with the scope of WPSC'sauthority to act for the co-owners of Weston 4 and the Weston New and ExistingCommon Facilities under this Agreement, at WPSC's request DPC shall confirm inwriting to WPSC and to Subcontractors engaged on work for Weston 4 or the WestonNew or Existing Common Facilities, or other third Persons as appropriate, thatas a co-owner of Weston 4 and the Weston New and Existing 

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 Common Facilities, DPCwill not assert any claims with regard to or in connection with contracts orsettlements entered into by WPSC as authorized or confirmed by this Agreementthat are inconsistent with or foreclosed by the terms and conditions of thosecontracts or settlements. In appropriate circumstances involving significant orlonger-term contracts, WPSC may request that DPC contract directly with athird-party vendor or other third Person, or that DPC authorize WPSC to bind DPCdirectly to said vendor or Person, for DPC's proportionate share ofresponsibility under a contract, judgment or settlement, and DPC shall do asreasonably requested, subject, however, to receiving any required approval fromRUS for such authorization or such contract. DPC shall otherwise not beauthorized to enter into any contract, judgment or settlement associated withthe design, engineering, procurement, licensing, permitting, interconnection,administration, construction, modification, repair,operation, maintenance, transportation or fuel procurement of Weston 4 or of theWeston New or Existing Common Facilities without the express, prior writtenapproval of the JPOC. Contracts for the purchase of materials or services thatwill exceed the sum of $1,500,000 shall contain clauses that allow compliancewith RUS mandates for "Buy American" requirements, debarmentcertification and equal opportunity requirements, so as to facilitate approvalfor DPC's RUS financing for its share of the costs of such contracts. Anycharges for goods or services from Affiliatesof WPSC that are not regulated by the PSCW shall not exceed the lesser of theactual cost to the Affiliate or the fair market value ofsuch goods or services (based upon the PSCW's affiliated interest policies andpractices in effect on the date of this Agreement).

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

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

    Within thirty (30) calendar days afterentry into any contract, amendment, cancellation, judgment or settlement in itscapacity as the operating co-owner of Weston 4 that meets or exceeds the JPOCThreshold, WPSC shall give notice thereof to DPC and shall provide such copiesor summaries as may be necessary for the accounting and other records of theCompanies. In addition, to facilitate DPC's applications for regulatory andfinancing approvals, WPSC shall provide to DPC a listing of all contracts,amendments, cancellations, judgments or settlements relating to Weston 4, andcopies or summaries as may be reasonably necessary for such applications andapprovals.

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

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

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

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

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 construction,administration, modification, repair, operation, maintenance, transportation orfuel procurement of Weston 4 or of the Weston New or Existing Common Facilitiesthe estimated cost of which is at or above the JPOC Threshold, and with respectto all other matters that are within the scope of the JPOC's authority pursuantto this Agreement or the Joint Operating Manual, the Joint Plant OperatingCommittee will consider and vote on such contracts, amendments, judgments,settlements and matters and, except as provided expressly herein with respect toMajor Construction Decisions and Major Operating Decisions, in the event thevote is not unanimous, the vote of the Company that holds the majority ofOwnership Shares shall prevail; provided, however, that prior tothe Ownership Date, WPSC is and on an ongoing basis shall be authorized to actfor the co-owners of Weston 4 and the Weston New and Existing Common Facilities,in accordance with Good Utility Practice, bynegotiating and entering into any such contract, amendment, judgment orsettlement the estimated cost of which is at or above the JPOC Threshold withouta vote by the JPOC, so long as it notifies all JPOC members of its action withina reasonable time thereafter. Effective on and after the Ownership Date, DPC'scost responsibility under this Agreement shall reflect the terms and conditionsof, and DPC shall be responsible under this Agreement for the costs andliabilities arising from, all contracts, amendments, judgments and settlementsentered into by WPSC either in accordance with the prevailing vote of the JPOC,or without a JPOC vote (but only to the extent authorized in this paragraph),whether entered into before, on or after the Ownership Date (or in the case ofthe Weston Existing Common Facilities, the Existing Common Ownership Date), inproportion to DPC's Ownership Share, New Common Ownership Share or ExistingCommon Ownership Share, as the case may be, and the Companies shall similarly bebound by the decisions of the JPOC on all other matters, whether made before, onor after the Ownership Date. WPSC will provide reasonable advance notice of anyplanned, non-emergency construction,operation or maintenance contracts and commitments ifWPSC reasonably expects the value of such contracts and commitmentsto exceed $25,000,000 in theaggregate in any particular calendaryear,to enable DPC to obtain financing for its share of such costs. The dollar amountidentified in the 

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

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

    Section 8. Payment of Costs.The intent of this Agreement is to create a cost-sharing mechanism that fairlyallocates the costs of Weston 4 and related Common Facilities among theCompanies. DPC will pay its proportionate share of the Fully-Loaded Direct Costsincurred by WPSC to construct, operate, fuel and maintain Weston 4 and relatedCommon Facilities. DPC shall pay a fair allocation of WPSC's Indirect Costs,including but not limited to administrative and general costs, related to theconstruction, modification, repair, operation, fueling and maintenance of Weston4 and related Common Facilities ***. Costs that are not specifically

_______________

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

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identifiable to the Weston 4 unit but are fairly chargeableto its ownership or operation shall be allocated on an Average Cost Basis, asopposed to a marginal or incremental cost basis. The Companies acknowledge thatthe Joint Operating Manual in effect on the date of this Agreement, a copy ofwhich is attached hereto as Attachment 4, represents a full and fair allocationof costs, and incorporates Average Cost Basis allocation methodologies that, asof the date of this Agreement, are commercially reasonable within the electricutility industry and do not result in a disproportionate allocation of costs toDPC; these allocation methodologies are intended to establish a precedent forfuture evaluation of proposed new allocation methodologies or methodologychanges.

        (a) General. Costs will be paid in the mannerdescribed in this Section 8 depending upon the nature of the facilities. Allcosts shall be determined in accordance with the Uniform System of Accountsprescribed by the PSCW. "All costs" as used hereinis meant to be broadly construed, and it shallinclude, without limitation, the Fully-Loaded Direct Costs and Indirect Costs ofthe design, engineering, procurement, licensing, permitting, interconnection,construction, fueling, modification, repair, administrative and general,operation and maintenance (including without limitation pre-In-Service Dateoperation and maintenance) of Weston 4, the new facilities to be usedexclusively by Weston 4, and the Common Facilities, and itshall also include taxes and pre-certification expenses, and costs associatedwith or arising out of the negligence, errors or omissions of Subcontractors orthe employees and agents of either of the Companies who are involved in thedesign, engineering, procurement, licensing, permitting, interconnection,construction, modification, repair, administrative and general, operation,fueling or maintenance of Weston 4 or the Common Facilities. Fully-LoadedDirect Costs and Indirect Costs include labor costs with loadings which shallinclude labor costs for such tasks as recording costs and invoicing DPC, thecosts of materials and supplies, return of and on thecost of property employed, and payments to Subcontractors andcontractors, plus all overheads directly associatedwith any and all of these costs.  Any charges for goodsor services from non-

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

         (b) Weston 4, New Facilities forthe Exclusive Use of Weston 4, and Weston New and Existing Common Facilities.For Weston 4 itself, for all new facilities that will be used solely by Weston4, as described in Exhibit I of the Joint Operating Manual, and for theWeston New and Existing Common Facilities, the following shall apply:

            1. *Facilities Costs.* EachCompany shall be liable for and pay for all costs, other than fuel and variableunit train costs and the costs of transmission and delivery of Weston 4 energyafter the point of interconnection with the ATC transmission system, incurred inconnection with such facilities in proportion to their Ownership Shares inWeston 4, or in the case of the Weston New or Existing Common Facilities, inproportion to their New Common Ownership Shares or Existing Common OwnershipShares, as applicable. Such costs shall include, but are not limited to, costsfor site preparation, design, engineering, procurement, installation,construction, modification, repair, ownership, insurance, pre-certificationexpenses, licensing, permitting, recruiting, training, testing, administrativeand general, fees and other governmental charges, taxes other than income taxesand assessments with respect to such facilities, accounting and records audits,shutdown, decommissioning, demolition and disposal.

            2. *FixedOperation and Maintenance Costs.*Operation and maintenance costs (includingwithout limitation pre-In-Service Date operation and maintenance costs), otherthan fuel and related expenses (including without limitation ash and wastedisposal expenses) which are defined per Section 02 of the Joint OperatingManual, will be considered fixed O&M and will be shared by the Companies inproportion to their Ownership Shares in Weston 4. The only exception to thisarrangement will be the O&M costs associated with lime, ammonia and sorbentinjection materials, other chemicals or materials consumed in a like 

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

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

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

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

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

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

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

           3. If due to a change in Applicable Laws or the enactment orpromulgation of new Applicable Law(s) after the date of this Agreement, theWeston Generating Station facilities become subject to increased or newrestrictions on emissions, output, operation or maintenance that affect Weston 4and/or other generating unit(s) on the Weston site, and that are due in whole orin part to the existence of Weston 4, the Companies shall investigatetechnically feasible and commercially reasonable measures that allow compliancewith such restrictions in accordance with Good Utility Practice and the goal ofachieving best value and efficiency. The JPOC shall adopt measures that allowcompliance in accordance with Good Utility Practice and the goal of achievingbest value and efficiency, and consistent with the operation of Weston 4 as abaseload generating unit. To the extent that such measures increase the costs ofoperating or maintaining Weston Generating Station facilities that are not usedby 

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

         (d) A&G Facilities. Thefollowing shall apply to the A&G Facilities. WPSC is entitled to receive arate of return at the WPSC Cost of Capital on and of its investment in generaland common plant support facilities (exclusive of the Weston New and ExistingCommon Facilities), net of accumulated depreciation and associated deferredincome taxes. The Companies will generally bear allcosts of the A&G Facilities using the appropriate allocators to reflectWeston 4's use of such facilities as detailed in this Agreement and the JointOperating Manual ***.

         Each Company shall pay its share of allFixed Charges on such facilities in proportion to its Ownership Share of Weston4 and the proportion of the A&G Facilities allocable to the total Weston 4usage responsibility. Such responsibility will be based on an appropriateallocation depending upon the specific A&G Facilities and their use. Theoriginal allocators shall be set forth in the Joint Operating Manual. The JointPlant Operating Committee shall modify such allocators thereafter asappropriate. Operation and maintenance expenses (including without limitationpre-In-Service Date operation and maintenance expenses) will be shared on thesame basis as the Fixed Charges.

_______________

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

 

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

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

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         (g) Increased Operating Costs atthe Weston Generating Station During Construction. WPSC will manage theconstruction of Weston 4 so as to reasonably minimize the impact of constructionon the operation of the balance of facilities at the Weston Generating Station,consistent with maintenance of the Weston 4 construction budget and schedule.DPC shall reimburse WPSC in accordance with DPC'sOwnership Share for any and all additionaloperating costs, including damage to property, third party claims, cost ofreplacement energy due to outages to accommodate the Weston 4 constructionand/or startup, and the like incurred by WPSC at the WestonGenerating Station during the construction of Weston4 through the In-Service Date tothe extent same are caused by the construction and/or start-up of Weston 4, arenot reasonably recoverable from vendors or other Subcontractors working onWeston 4, and are not due to failureby WPSC to act in accordance with Good UtilityPractice. Recovery under this Section 8(g) shall not include any WPSC loss ofrevenues or profits. In the event that WPSC will need such replacement energyand WPSC has a reasonable opportunity to provide DPC with advance written noticeof such need, WPSC shall provide DPC with such notice, and DPC shall have theoption to supply to WPSC DPC's Ownership Share of such replacement energy providedthat DPC's supply of such replacement energy does not require WPSC to incuradditional costs and does not adversely affect system reliability or security.

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

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 addition of Weston 4 under Section 8(g). Onbehalf of the owner(s) of the New Unit, WPSC shall reimburse DPC for DPC's shareof any and all additional Weston 4 operating costs, including damage toproperty, third party claims, and for DPC's cost of replacement energy due tooutages of Weston 4 to accommodate the New Unit construction and/or startup, andthe like, to the extent that same are caused by the construction and/or startupof the New Unit, are not reasonably recoverable from third Persons, and are notdue to failure by DPC to act in accordance with Good Utility Practice. Recoveryunder this Section 8(h) shall not include any DPC loss of revenues or profits. Inthe event that DPC will need such replacement energy and DPC has a reasonableopportunity to provide WPSC with advance written notice of such need, DPC shallprovide WPSC with such notice, and WPSC shall have the option to supply to DPCsuch replacement energy provided that the cost to DPC of having WPSCsupply the replacement energy is less than or equal to DPC's cost to supply thereplacement energy, and provided that WPSC's supply of such replacementenergy does not adversely affect system reliability or security.

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

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

_______________

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

 

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    (j) CostEstimates. WPSC will provide DPC with reports of estimated costs as requiredby the Joint Operating Manual, together with estimated time schedules formaterial events with regard to Weston 4 completion and operation. Such reportsshall, to the extent possible, reflect revised estimates as they areestablished.

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

    (l) Changes to Cost Allocation Methodologies. If WPSCfrom time to time proposes to change an existing cost allocation methodology, orto impose a new cost allocation methodology, or to change the allocatedpercentage of ownership of the Weston New Common Facilities or the WestonExisting Common Facilities under Section 8(i) above or Section 12 below, itshall first provide the JPOC with a written explanation of the need and purposefor the allocation methodology change or addition or ownership change, whichshall include as applicable an estimate of the effect such change or additionwill have on the annual costs to the Companies and a description of how theproposed new or changed methodology fairly allocates costs. If the proposedownership change or methodology change or addition (the "SubjectChange") is adopted by the JPOC over DPC's objection, the Subject Changeshall be applied and implemented upon its adoption by the JPOC, but the SubjectChange may be challenged by DPC under the circumstances described in the nexttwo sentences. If such Subject Change, either individually or inconjunction with any other proposed ownership change(s) or methodology change(s)or addition(s) that have been adopted by the JPOC over DPC's objection duringthe 365-day period immediately preceding the date the Subject Change is adopted("Other Changes"), may reasonably be expected to result in animposition on DPC of additional costs exceeding $750,000 per year (when comparedto the costs that would have been imposed upon 

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 DPC in the absence of the SubjectChange and the Other Change(s), if any), such Subject Change and the OtherChange(s), if any, may be challenged by DPC through the dispute resolutionmechanism set forth in Section 21 if the Subject Change or Other Change(s):(i) are inconsistent with the cost allocations expressly stated in thisAgreement, (ii) are commercially unreasonable within the electric utilityindustry, (iii) would result in an inequitably disproportionate allocation ofcosts to DPC, or (iv) if adopted, would result in the cost allocationmethodologies under this Agreement and the Joint Operating Manual, considered inthe aggregate, being inconsistent with the cost allocations expressly stated inthis Agreement, or being commercially unreasonable within the electric utilityindustry, or causing an inequitably disproportionate allocation of costs to DPC.Any such challenge must be raised by DPC, if at all, within thirty (30) calendardays after the Subject Change is adopted by the JPOC and reflected in a billingto DPC; provided, however, that if one or more other proposedownership change(s) or methodology change(s) or addition(s) are adopted by theJPOC over DPC's objection during the 365-day period immediately following thedate the Subject Change is adopted (each, a "Subsequent Change"), theSubject Change (if it was not challenged previously) may be challenged throughthe dispute resolution mechanism set forth in Section 21 if the SubjectChange and the Subsequent Change(s) may reasonably be expected to result in animposition on DPC of additional costs exceeding $750,000 per year (when comparedto the costs that would have been imposed upon DPC in the absence of suchSubject Change and Subsequent Change(s)) andif the Subject Changeor the Subsequent Change(s) would meet the requirements of clause (i), (ii),(iii) or (iv) of this Section 8(l). Notwithstanding anything to the contraryherein, once a proposed ownership change or methodology change or addition hasbeen challenged pursuant to this Section 8(l), it may not be challenged again,nor may the expected cost impact of any change or addition that has previouslybeen combined with the expected cost impact of any other change(s) or addition(s)in order to reach the $750,000 threshold and allow a challenge to occur besubsequently combined with the expected cost impact of other change(s) oraddition(s) to reach the $750,000 threshold in order to allow a subsequentchallenge of any change(s) or 

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addition(s). If any such cost allocationmethodology change or addition or ownership percentage change is rejected ormodified through the dispute resolution process, the change or addition shall bedeemed to have been rejected or modified (as the case may be) retroactively, asof the date of its original implementation, and any amounts paid by theCompanies in excess of the amounts that would have been due under the priormethodology or ownership percentage (if the change or addition was rejectedthrough dispute resolution) or under the modified methodology or ownershippercentage (if the change or addition was modified through dispute resolution)shall be repaid with interest at the rates applicable to billings and refundsunder Section 03 of the Joint Operating Manual. The failure to challenge a costallocation methodology addition or change or ownership percentage changepursuant to this Section 8(l) shall not preclude any later assertion under theaudit rights under this Agreement that the cost allocation methodology additionor change or ownership percentage change was improperly applied; any suchassertion, however, may challenge only whether the change or addition has beenimproperly applied, and may not challenge the change or addition itself. Thedollar thresholds set forth in this Section 8(l) shall be subject to escalationon an annual basis beginning in 2005 in accordance with changes in the GDP-IPDduring the preceding calendar year (for example, if the GDP-IPD increases by 1%during 2004, the dollar thresholds in this Section 8(l) shall be $757,500 during2005, and if the GDP-IPD then increases by 2% during 2005, the dollar thresholdsin this Section 8(l) shall be $772,650 during 2006, and so on).

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

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shall purchase such share; provided, however,that DPC shall be given a reasonable opportunity to conduct reasonableenvironmental due diligence with respect to the Legner Facility, and to addresswith WPSC any material concerns that are identified during such due diligenceeffort, prior to purchasing such share. The share to be purchased shall bedetermined by the JPOC, taking into account what other generating unit(s), ifany, are or will be utilizing the Legner Facility in common with Weston 4. Thesales price of the share shall be based upon the *** of the Legner Facility.Following any such sale and purchase, the Legner Facility shall be a Weston NewCommon Facility for purposes of this Agreement and the other contracts betweenthe Companies associated herewith, including but not limited to the EIAgreement, and the EI Agreement shall be amended accordingly. If WPSC exercisesthe option set forth in this section, the Companies shall cooperate in goodfaith to obtain all access rights, permits, licenses, and modifications topermits and licenses necessary to allow WPSC to sell, and DPC to purchase, ownand utilize for purposes of disposal of Weston 4 wastes, a share of the LegnerFacility.

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

_______________

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

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

    Section 10. Accounting and AuditResponsibilities.

    (a) Accounting. All expenditures in respect of Weston4 and the Common Facilities shall be accounted for in accordance with theUniform System of Accounts prescribed by the PSCW for Public Utilities andLicensees (Class A and B Electric Utilities). WPSC will undertake commerciallyreasonable efforts to supply DPC with such records as may be required to satisfythe accounting requirements of the RUS or other applicable regulatoryrequirements.

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

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

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 all books, records and otherdocuments regarding operating costs and the cost of construction sufficient toallow it to determine that such costs attributed to Weston 4 or the CommonFacilities by WPSC are consistent with this Agreement. For purposes of thisAgreement, the financial audit will be defined as a review and examinationperformed by the Company's own accounting and internal audit staff or by anagent or representative of the Company.

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

    Audit activity shall be coordinated through the respectiveCompanies' accounting departments in order to promote efficiency and reducecosts. Audits shall be conducted only after reasonable notice to the respectiveCompany and during normal business hours.

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

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 wasoriginally billed to DPC by WPSC, after which time the correctness of such costsor allocations shall be conclusively presumed correct.

    WPSC will, within 30 calendar days after completion, makeavailable to the other Company copies of any audits, related only to Weston 4 orthe Weston New or Existing Common Facilities, by its own internal auditdepartment, independent external auditors, or auditors for any regulatory bodyor jurisdiction. DPC will make available to WPSC copies of any audits, relatedonly to Weston 4 or the Weston New or Existing Common Facilities, conducted byits staff or external auditors or consultants or regulatory bodies and willprovide such copies to WPSC within 30 calendar days after the final audit reportis issued.

    WPSC will provide to the other Company as soon as suchdocuments become available, variance analyses comparing monthly and year-to-dateactual billings with the respective budget items for Weston 4 and the Weston Newand Existing Common Facilities in accordance with the provisions of the JointOperating Manual.

    WPSC shall inform DPC of any significant or materialdeficiency in any WPSC internal control which relates to any process or accountthat may affect the billing process under this Agreement that WPSC discovers asa consequence of WPSC's compliance with section 404 of the Sarbanes-Oxley Act of2002 (Management Report on Controls).

    Section11. Construction Period Invoices; Funds. (a) DPC shall promptly notifyWPSC as soon as DPC has waived the Financing Contingency and the TransmissionContingency, and provide WPSC at least 90 calendar days'prior written notice of the date planned for DPC's closing on its interim orpermanent financing. WPSC and DPC shall also promptly notify each other whenthey have each received all Required Permits. Assuming DPC gives WPSC notice ofthe impending closing as required above, then at least 60 calendar days prior tothe date planned for the closing on DPC's interim or permanent financing, WPSCshall provide or make available to DPC all such information described in Section18 of the Joint 

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

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

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

 

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Weston Existing Common Facilities that are being made inconjunction with and as part of the Weston 4 project, since the immediatelypreceding invoice. WPSC will make arrangements to give DPC prompt access to allSubcontractor invoices that individually exceed $10,000. Information materialssupporting the invoices will be provided or made available to DPC in accordancewith the second paragraph of Section 5 of this Agreement. For any individualSubcontractor invoice which exceeds $2,000,000 in amount, WPSC will issue aseparate invoice showing DPC's share and a due date that coincides with WPSC'srequired payment date to the Subcontractor; DPC shall pay to WPSC via ACH orelectronic funds transfer to an account specified by WPSC an amount equal toDPC's share of each such Subcontractor invoice on or prior to the date WPSC isrequired to pay the Subcontractor's invoice. WPSC will invoice DPC weekly forall other Subcontractor invoices that have been paid by WPSC, and WPSC willinvoice DPC monthly for all other WPSC direct and indirect costs incurred byWPSC, and DPC shall pay WPSC in full via ACH or electronic funds transfer to anaccount specified by WPSC within ten (10) business days after each such WPSCinvoice is received, but payments made after the date that is five (5) businessdays after the date of receipt, but on or before the date that is ten (10)business days after the date of receipt, shall be subject to interest at the90-day non-financial commercial paper rate as of the last business day of theimmediately preceding calendar year, as published in the Federal ReserveStatistical Release on the website identified in Section 03 of the JointOperating Manual. Past due payments shall bear interest at the rate specified inSection 14 of this Agreement.

    As described in Section 8, on an ongoing basis WPSC shallbill DPC for, and DPC shall pay its share of, non-construction related costsincurred by WPSC under the post-In-ServiceDate procedures specified in theJoint Operating Manual.

 

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    (c) Ten (10) business days prior to the Existing CommonOwnership Date, WPSC shall invoice DPC for its share (based upon DPC's ExistingCommon Ownership Share) of the *** Weston Existing Common Facilities (notincluding the costs of those modifications to the Weston Existing CommonFacilities for which DPC has previously paid its share pursuant to Section 11(a)or (b)) and of WPSC's unrecovered costs associated with the retirement of assetsdue to the construction of Weston 4. DPC shall pay said invoice in full via ACHor electronic funds transfer to an account specified by WPSC within ten (10)business days after the receipt of WPSC's invoice.

    (d) As part of its right andresponsibility to operate and maintain Weston 4 and the Weston New and ExistingCommon Facilities, WPSC is required to expend considerable capital each month ona current and continuing basis. In order to reimburse WPSC for such expendituresin accordance with the terms of this Agreement, DPC shall make an initial cashdeposit at the time, in the amount and in the manner specified in Section 14 ofthe Joint Operating Manual. WPSC shall determine the amount of this initialoperating deposit based on the forecasted monthly expenditures for Weston 4 andthe Weston New and Existing Common Facilities, excluding insurance and purchasednatural gas costs. Subsequent to the initial calculation of this operatingdeposit, DPC will be billed adjustments to this deposit as described in Section14 of the Joint Operating Manual. WPSC shall determine these adjustments inaccordance with the procedures outlined in Section 14 of the Joint OperatingManual.

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

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    Section 12. Operation andMaintenance. WPSC shall be the operating owner of Weston 4. Subject toSections 6 and 7 hereof and theprovisions in this Agreement dealing with Major Operating Decisions, WPSC shallhave the sole right and responsibility to operate, maintain and procure fuel forWeston 4. WPSC shall also have the sole right and responsibility to operate andmaintain the Common Facilities.

    Weston 4 will be directly operated andmaintained by WPSC, and WPSC shall procure fuel for Weston 4, in accordance withGood Utility Practice, the provisions of this Agreement and the Joint OperatingManual, and the decisions of the Joint Plant Operating Committee. Except to theextent the express terms of this Agreement or the Joint Operating Manual, or thedecisions of the JPOC, require otherwise, WPSC shall operate and maintain Weston4 with the same care, procedures and standards that it usesin the operation of its own wholly-owned generating facilities,utilizing its own employees and supervisory personnel, any independent technicaladvisors or other Subcontractors which it may select, in the manner determinedby WPSC to be best under the circumstances. During operating conditions whichWPSC deems abnormal, WPSC shall take such action as it deems appropriate tosafeguard equipment, employees and third Persons and to maintain service ofWeston 4. Except to the extent WPSC determines otherwise, the workers employedin the operation and maintenance of Weston 4 and the Common Facilities shall beemployees of WPSC. Notwithstanding anything to the contrary in this Agreement,WPSC shall be solely responsible for supervising, directing and controlling theactivities of all such workers and the details of their work.

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

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 input unless itdetermines in its reasonable discretion and in accordance with Good UtilityPractice that it is appropriate to do so.

    During operation and maintenance of Weston4, WPSC shall maintain property insurance coverage for Weston 4 through the WPSResources corporate property insurance program (or will make arrangements forcomparable coverage), shall maintain workers' compensation insurance withrespect to its employees working at Weston 4 to the extent required byApplicable Laws, and shall maintain such liability insurance coverage as is inaccordance with Good Utility Practice. The cost of these insurance coveragesshall be shared by the Companies as provided in this Agreement and the JointOperating Manual.

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

 

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said calendar year are budgeted to exceed $***; (iv) amaterial physical change in, or change in the method of operation of, Weston 4after the In-Service Date, if WPSC has sought and the appropriate local, stateor federal regulatory agency has advised WPSC in writing that such a changewould, under Applicable Law, constitute a modification of Weston 4, and WPSCdetermines under Applicable Law that such a modification would requireinstallation of Best Available Control Technology, Lowest Achievable EmissionRate controls, or other emission-related controls costing in excess of $***; provided,however, that WPSC shall not be required to request or obtain any suchadvice from any local, state or federal regulatory agency; or (v) entry into anycontract or project for a substantial repair, refurbishment, modification orimprovement to Weston 4 after the In-Service Date, but only if the aggregateestimated cost of such contract or project would exceed $***; provided, however,that if the JPOC does not unanimously approve of a capital expenditure budget ofthe type described in clause (iii) above that has been advocated by WPSC, or achange of the type described in clause (iv) above that has been advocated byWPSC, or a contract or project of the type described in clause (v) above thathas been advocated by WPSC, or, in any such case, if the JPOC has unanimouslyapproved such budget, change, contract or project but DPC is unable to pay itsfull Ownership Share therefor, then WPSC shall nonetheless have the right in itsdiscretion to proceed with such budgeted capital expenditures, change, contractor project at the sole cost of WPSC (or, if DPC is willing to contribute aportion of such cost, at WPSC's cost less DPC's contribution), and if WPSC doesproceed with such budgeted capital expenditures, change, contract or project,WPSC's Ownership Share shall be increased and DPC's Ownership Share shall bedecreased in an amount appropriate to reflect that WPSC has paid an amount forsuch budgeted capital expenditures, change, contract or project that exceedsWPSC's Ownership Share of the reasonable costs of

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

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such capital expenditures, change, contract or project. Thechanges in the Companies' respective Ownership Shares shall be determined inaccordance with the methodology set forth in Attachment 9 to this Agreement, andDPC shall thereafter transfer to WPSC, and WPSC shall accept from DPC, title toan appropriate share of DPC's interest in Weston 4 in accordance with saiddetermination. If WPSC's Ownership Share is increased, and DPC's Ownership Shareis decreased, pursuant to this paragraph, then the JPOC shall also re-calculatethe Existing and New Common Ownership Shares based upon the allocationprinciples set forth in this Agreement and the Joint Operating Manual, and basedupon the then-most recent summer capacity ratings of the generating units at theWeston Generating Station and (to the extent applicable) at WPSC's PulliamStation, and utilizing in the calculations the Companies' respectivePost-Project Ownership Shares (as that term is used in Attachment 9 hereto) inWeston 4. DPC shall thereafter sell to WPSC an appropriate share of its interestin the Weston Existing and New Common Facilities, and WPSC shall buy said share,in accordance with the JPOC's re-calculation. Notwithstanding the foregoing,WPSC as the operating co-owner of Weston 4 may in emergency or exigentcircumstances take such actions as it deems necessary to protect lives andproperty from injury or damage, without DPC's approval (but in suchcircumstances WPSC shall notify DPC of the actions taken as soon as ispractical, and within no longer than two (2) business days). The dollar amountsidentified in clauses (iii), (iv) and (v) above shall be subject to escalationon an annual basis beginning in 2005 in accordance with changes in the GDP-IPDduring the preceding calendar year (for example, if the GDP-IPD increases by 1%during 2004, the dollar amounts shall be $***, $*** and $***, respectively, in2005).

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

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    Section 13. Limitation of Liability.**NEITHER COMPANY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECTOR CONTINGENT DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT, THE JOINT OPERATING MANUAL, THE GROUND LEASE OR THE EASEMENT, OR THEPERFORMANCE OR BREACH OF ANY SUCH CONTRACT, REGARDLESS OF WHETHER IT HAS BEENINFORMED OF THE POSSIBILITY OF SUCH DAMAGES;**provided that theforegoing limitation shall not limit, restrict or affect either Company'sobligation to pay for its share of the costs, liabilities to third Persons, anddamages incurred in the design, engineering, procurement, licensing, permitting,pre-certification activities, interconnection, construction, administrative andgeneral, modification, repair, transportation, fueling, operation, maintenance,shutdown, decommissioning, demolition and disposal of Weston 4 and the CommonFacilities pursuant to the cost-sharing, allocation and payment provisions setforth in this Agreement and the Joint Operating Manual; it is understood andagreed, however, that the foregoing limitation shall apply to the portionof any such costs, liabilities to third Persons and damages that is determinedto have been caused by the intentional misconduct of WPSC, or by the recklessmisconduct of WPSC's Weston 4 personnel at the superintendent (or equivalent)level or higher, or by the reckless misconduct of WPSC corporate officers orcorporate management personnel at the superintendent level or higher who areresponsible for setting policy at Weston 4. Without limiting the generality ofthe foregoing, and without limiting the terms of the EI Agreement, except asprovided in the cost-sharing, allocation and payment provisions of thisAgreement and the Joint Operating Manual****as provided immediately above,neither Company shall be liable to the other Company for errors or delays in thedesign, engineering, procurement, licensing, permitting, pre-certificationactivities, interconnection, construction, administrative and general,modification, repair, transportation, fueling, operation or maintenance ofWeston 4 or the facilities utilized by Weston 4 (either 

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

    Section 14. Disputed Payments;Default.

    (a) Disputed Payments. If either Company (the"Disputing Company") in good faith disputes the amount owing by itunder any invoice, bill or other demand for payment issued by the other Company(the "Non-Disputing Company") under this Agreement or any contractentered into pursuant to this Agreement (including but not limited to the GroundLease, the Easement and the EI Agreement),****then the Disputing Companymust take the following steps if it intends to withhold the amount disputedpending resolution of the dispute: (i) the Disputing Company shall pay to theNon-Disputing Company the undisputed portion of the invoice, bill or demand onor before the due date therefor, and contemporaneously shall provide theNon-Disputing Company with a statement that the Disputing Company disputes theremainder of the invoice, bill or demand and intends to escrow the disputedportion; (ii) the Disputing Company shall deposit a dollar amount equal to thedisputed portion of the invoice, bill or demand with the Escrow Agent pursuantto the Escrow Agreement on or before the day that is five (5) calendar daysafter the due date for the disputed payment; and (iii) the Disputing Companyshall also within ten (10) calendar days after said due date provide theNon-Disputing Company with a written notice of dispute that includes reasonablesubstantiation of the Disputing Company's position and a calculation identifyingthe amount that the Disputing Company in good faith believes it owes. If theDisputing Company (or DPC's Secured Lender(s) as provided in Section 14(c)(ii))timely takes these steps, the dispute shall be submitted to dispute resolutionpursuant to Section 21, and the Disputing Company shall not be deemed to be indefault under the applicable 

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

    The Companies shall implement the determination reachedthrough the dispute resolution process. Without limiting the foregoing, if andto the extent the dispute resolution process determines that the disputed amountwas owed to the Non-Disputing Company, then the relevant portion of thedisputed amount shall be promptly disbursed by the Escrow Agent to theNon-Disputing Company, together with interest on said portion at a per annumrate equal to the lesser of the prime rate of interest as published from time totime in The Wall Street Journal plus one percent, or the highest rate thenpermitted under Applicable Law, from the original due date until the datepayment is actually received by the Non-Disputing Company (and if the portion ofthe interest to be disbursed by the Escrow Agent to the Non-Disputing Company inaccordance with the last sentence of this paragraph is insufficient for thispurpose, the Disputing Company shall pay the deficiency to the Non-DisputingCompany within ten (10) calendar days after receipt of a demand therefor). Ifand to the extent the dispute resolution process determines that the disputedamount was not owed to the Non-Disputing Company, then the relevantportion of the disputed amount shall be promptly disbursed by the Escrow Agentto the Disputing Company, together with interest on said portion at a per annumrate equal to the lesser of the prime rate of interest as published from time totime in The Wall Street Journal plus one percent, or the highest rate thenpermitted under Applicable Law, from the date the amount was deposited with theEscrow Agent until the date the disbursement is received by the DisputingCompany (and if the portion of the interest to be disbursed by the Escrow Agentto the Disputing Company in accordance with the 

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

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

    If either Company makes a demand for payment on the otherCompany for alleged default of a non-payment provision of this Agreement or anycontract entered into pursuant to this Agreement, and a final judgment orarbitral award has not been entered ordering payment of monetary damages forsuch alleged default, then the Company upon which the demand had been made, ifit wishes to dispute the demand or alleged default, shall not be required todeposit an amount equal to the amount demanded with the Escrow Agent in order todispute such demand 

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

    (b) Failure To Pay or Perform by DPC. (i) If DPC failsto make when due any payment required by, or defaults on any other obligationunder, this Agreement****or any other contract entered into pursuant to thisAgreement (including but not limited to the Ground Lease, the ConfidentialityAgreement or the Easement), DPC shall have fifty (50) calendar days afterwritten notice of such failure or default is received from WPSC in which to curesuch failure or default (except that this 50-calendar day period may be reducedas provided in Section 14(b)(ii)).

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

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 share of the capacity and energy of Weston 4 shall cease immediately whenDPC's liability to WPSC resulting from DPC's failure to make payment has beenfully satisfied. If more than two failures by DPC to make payment when due underthis Agreement or under any contract entered into pursuant to this Agreementoccur in any twelve (12)-month period (not counting any situation in which DPCdoes not make a payment in full because it is disputing that payment in goodfaith pursuant to Section 14(a)), then beginning with the third such failure thefifty (50)-day cure period set forth in this paragraph and in Section 14(b)(i)shall be reduced to ten (10) calendar days, and DPC's cure period shall remainat ten (10) calendar days unless and until DPC timely makes all payments underthis Agreement and each contract entered into pursuant to this Agreement for aperiod of two (2) consecutive years. For purposes of this paragraph, a failureby DPC to make payment when due under this Agreement or under any contractentered into pursuant to this Agreement****shall include, withoutlimitation, a failure by DPC to make when due a payment under any invoice, billor demand for payment issued by WPSC, or a failure by DPC to pay any judgment orarbitral award for monetary damages for default of any provision, term orcondition of this Agreement or any contract entered into pursuant to thisAgreement within the time period specified in such judgment or arbitral award.

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

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 arbitration panel in a disputeresolution proceeding pursuant to Section 21, and (B) WPSC will not exercise anyrights or remedies that are inconsistent with the rights granted to DPC'sSecured Lender(s) in Section 14(c)), or to limit the right of either Company topursue dispute resolution in good faith as provided in Section 21, below. DPCshall pay to WPSC all reasonable attorneys' fees and legal expenses arising fromthe enforcement of WPSC's rights hereunder in the event of a failure to makepayment or other material default by DPC that is not cured within the applicabletime periods provided in this Section 14 or that is not subjected to disputeresolution pursuant to Section 14(a) in accordance with the terms thereof; thisprovision shall not, however, supersede the provisions in Sections 21(b) and21(c) governing responsibility for costs incurred in dispute resolution.

    (c) Lender Notice and Step-In Rights. DPC's SecuredLender(s) shall have the following rights with respect to a DPC default or otherfailure to perform under this Agreement (it being understood that WPSC shall oweno duties or obligations to DPC's Secured Lender(s) except as expressly providedin this Section 14(c) and with respect to the provisions for liens andforeclosure in Sections 17(c)(2) and (3)):

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

           (iv) No such failure or default referred to inSection 14(d)(i) or (ii) shall relieve WPSC from any of its obligationshereunder or under any contract entered into pursuant to this Agreement. Theremedies of DPC identified in this Section 14(d) are not intended to beexclusive or to limit any other rights or remedies that DPC may have under thecircumstances (except that the circumstances in which WPSC will cease to haveany rights in the capacity and energy from Weston 4 shall be limited to thosespecified in this Section 14(d), unless such cessation is caused by atermination of this Agreement under Section 22 imposed by an arbitration panelin a dispute resolution proceeding pursuant to Section 21, and except that thecircumstances in which a replacement operator for Weston 4 may be appointedshall be limited to those specified in this Section 14(d)), or to limit theright of either Company to pursue dispute resolution in good faith as providedin Section 21, below. WPSC shall pay to DPC all reasonable attorneys' fees andlegal expenses arising from the enforcement of DPC's rights hereunder in theevent of a failure to make payment or other material default by WPSC that is notcured within the applicable time periods provided in this Section 14 or that isnot subjected to 

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

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

Section 15. Renewals, Replacements, Additions andRetirements.

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

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    (b) Permanent Decommissioning;Repowering. At such time as it deems appropriate,the JPOC, or a delegated subcommittee thereof, shall undertake a study toevaluate and determine a plan, schedule and estimatedcost for the decommissioning of Weston 4,in accordance with Good Utility Practice and the requirements of Applicable Law.The scope and expense of such study, and the identity of thePerson(s) who will undertake such study (whether employees of one or both of theCompanies or otherwise), shall be determinedby the JPOC in its discretion. Thedecommissioning study may, if the JPOCso determines, consider thepotential repowering of Weston 4,and/or other feasible alternatives to decommissioning.The study may be updated from timeto time when and****as deemedappropriate by the JPOC. Based upon the study as it may be updated and otherinformation that the JPOC deems relevant, the JPOC shall determine and implementa plan of decommissioning,when and as the JPOC deems appropriate. The Companiesshall be responsible for the decommissioning, demolition and disposal of Weston4, in accordance with the requirements of Applicable Law.

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

    Section 17. Transferability ofInterests.

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    (a) Policy. The relationshipof the Companies as tenants in common in Weston 4, the Weston New CommonFacilities and the Weston Existing Common Facilities, and as landlord (in thecase of WPSC) and tenant (in the case of DPC) under the Ground Lease, and asgrantor (in the case of WPSC) and grantee (in the case of DPC) under theEasement, as provided by this Agreement, and the agreements herein for theconstruction, operation and maintenance of Weston 4 and associated Weston Newand Existing Common Facilities by WPSC, are each undertaken in mutual trust andconfidence in the financial responsibility, engineering and operatingcompetence, efficiency and common objectives of the Companies. As used herein,the term "Subject Properties" shall mean the Companies' respectiveinterests as tenants in common in Weston 4, the Weston New Common Facilities andthe Weston Existing Common Facilities, DPC's interests in the Ground Lease andthe Easement, and WPSC's ownership interest in the Site and the EasementProperty, and the Companies' respective rights under this Agreement and underthe EI Agreement. Because the effects of transfers of the interests of either ofthe Companies upon the rights and interests of the other Company over the longterm of this Agreement cannot be determined at this time, it must be presumedthat such effects might be adverse. Therefore, each of the Companies, for theprotection of itself and the other Company, agrees that its interests in thisAgreement and its rights, title and interests in and to all Subject Propertiesshall at all times during the term of this Agreement be subject to theprovisions of this Section 17.

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

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

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

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 money), easements, leases,licenses, restrictions, covenants, rights-of-way and other encumbrances by WPSCafter the date of this Agreement that do not materially interfere with theoperation of Weston 4 or the Weston New or Existing Common Facilities or withDPC's rights under this Agreement, the Ground Lease, the EI Agreement or theEasement, provided that any such liens, restrictions, covenants or encumbrancesunder this subsection (7) do not attach to DPC's ownership interest in Weston 4itself or DPC's ownership interest in the Weston New or Existing CommonFacilities (it being understood that DPC does not and will not have an ownershipinterest in the Site or the Easement Property); or (8) sales or other transfersby WPSC to the co-owner(s) of any New Unit that may be built at the WestonGenerating Station of a portion of WPSC's interests in the Weston New orExisting Common Facilities, or in the land on which said New Unit may be built,so long as such sale or transfer does not materially interfere with theoperation of Weston 4 or the Weston New or Existing Common Facilities or withDPC's rights under this Agreement, the Ground Lease, the EI Agreement or theEasement; the impact of any such New Unit upon Weston 4 and the Weston New andExisting Common Facilities is governed by Sections 8(h) and 8(i) of thisAgreement. The exceptions in the foregoing Sections17(c)(2), (3), (4), (5), (6), (7) or (8) shall not be deemed to allow either ofthe Companies to grant, extend, transfer or permit to any mortgagee, purchaseron foreclosure or other transferee of its interest in any of the SubjectProperties, any right to partition or to require partitioning of any of theSubject Properties.

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

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

    For any transfer by WPSC, or any change in Control of WPSC,of the types described in the immediately preceding paragraph, the"Indirect Cost Cap" for the first full calendar year following theeffective date of such transfer or change shall be an amount equal to 120% ofthe aggregate cost allocations to DPC with respect to Indirect Costs underSection 06 of the Joint Operating Manual during the twelve-month period endingon the effective date of said transfer or change (the "Initial IndirectCost Cap"). The Indirect Cost Cap for each succeeding calendar year shallbe equal to the Initial Indirect Cost Cap escalated by the aggregate percentagechange in the Employment Cost Index for Private Industry, All Workers, Wages andSalaries, Index Number, Seasonally Adjusted - ECS20002I, issued by the Bureauof Labor Statistics of the United States Department of Labor, from January 1 ofthe first calendar year following the effective date of said transfer or changethrough the December 31 immediately preceding the calendar year for which theIndirect Cost Cap is being calculated. If this Employment Cost Index is nolonger published, the JPOC shall identify an appropriate replacement index.

     (d) Consent as Necessary forBonding. Each of the Companies hereby consents that the restrictions of thisSection 17 on transfer and on any right of partition, and any 

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 other restriction,term or condition of this Agreement, shall be and hereby are waived and shall beinapplicable to the extent (but only to the extent) that it shall be finallydetermined, by a court of competent jurisdiction or an arbitrator(s) in anaction or proceeding to which the Companies and their respective mortgagees areparties, that such restriction, term or condition would disqualify the interestof one of the Companies in the Subject Properties from eligibility as the basisfor the issuance of additional bonds under their respective mortgage indenturesas in effect as of the date of this Agreement.

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

    Section 18. Power and Energy. Exceptto the extent provided otherwise in this Agreement or in the Joint OperatingManual, each Company, from and after the In-ServiceDate of Weston 4, shall at all times have full ownership of and entitlement toits Ownership Share of Weston 4 capacity and the associated amount of net Weston4 energy that is transmitted and delivered from Weston 4 to the ATC transmissionsystem. Weston 4 shall be dispatched in accordance with Good Utility Practice,the operating characteristics of the unit and the limits and practices imposedby the owner or operator of the transmission system or market authority havingjurisdiction. Specific dispatch principles are set forth in Section 13 of theJoint Operating Manual. These principles may be modified by the JPOC from timeto time as needed to reflect industry changes. If the dispatch principles aremodified by the JPOC over DPC's objection, the 

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 modification will becomeeffective upon adoption, but it may be challenged by DPC on a prospective basisthrough the dispute resolution mechanism set forth in Section 21 if suchmodification would conflict with the dispatch principles set forth in thissection, or would result in a disproportionate limitation on DPC's OwnershipShare of the capacity and energy from Weston 4. Notwithstanding anything to thecontrary in this Agreement or the Joint Operating Manual, however, there is noguarantee that either of theCompanies will be able to obtain transmission for itsshare of the net Weston 4 energy once it has been delivered to the ATCtransmission system.

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

    Weston 4 will be dispatched by eachCompany in accordance with the dispatch principles set forth herein or in theJoint Operating Manual (except as may be otherwise permitted by the JPOC),subject in any event to the minimum dispatch limits of the unit, and dispatchlimits imposed by the owner or operator of the transmission system or marketauthority having jurisdiction. Minimum dispatch limits will be set with thegeneral intent of maintaining supercritical operation, but will provide theright for either Company to dispatch Weston 4 at a lower power level providedthat such Company compensates the other Company for any increased costs due tothe reduced efficiency of the unit, except when the lower power levels are theresult of limits imposed by the transmission system owner or operator. Suchdispatch principles will allow for the Companies' ability to set hourlyschedules on a day-ahead basis and 

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 will include provisions for reasonablychanging those hourly schedules to accommodate changing needs. The Companiesshall have a proportional interest in Weston 4's ramp rate. If a Company willnot be dispatching all or a portion of its share of Weston 4 and transmission isavailable, the other Company shall have the right to dispatch the portion thatis not being dispatched. The compensation for a Company's dispatch of all or aportion of the other Company's share of Weston 4 shall be based upon theVariable Dispatch Cost of operating Weston 4, plus an adder of 15% of VariableDispatch Cost for energy dispatched by one Company that exceeds an agreed-uponthreshold from the other Company's share of Weston 4; this compensation amountor methodology may be changed from time to time as unanimously agreed by theJPOC, or as required to be compliant with compensation practices of any marketauthority having jurisdiction; moreover, nothing in this Section restricts theCompanies from agreeing to sell excess energy to each other atmutually-agreeable prices. The Companies acknowledge thateach Company shall be entitled to its respective Ownership Share of anycompensation paid by the Midwest ISO for ancillary services furnished to theMidwest ISO by Weston 4. The Companies specifically agree to cooperatereasonably through the JPOC in creating and modifying as necessary dispatchprinciples that are appropriate in a developingmarket.

    Section 19. Additional SystemTransmission Requirements; Certain Transmission Issues. Expenditures will benecessary for generator interconnection facilities and substation(s) to assurethe required availability of Weston 4 capability, as described in Section 04 ofthe Joint Operating Manual.

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

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

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

    Section 21. Dispute Resolution.

    (a) Consensual Resolution. TheCompanies undertake to work together in good faith to resolve by negotiation andagreement any claim or dispute that may arise out of this Agreement, the JointOperating Manual, the Ground Lease, the EI Agreement, the ConfidentialityAgreement or the Easement. The initial discussions shall be conducted by theCompanies' respective representatives on the JPOC or their designees withknowledge of the subject matter of the claim or dispute. If, notwithstanding thegood faith efforts of these representatives, these discussions do not resolvethe dispute within fifteen (15) calendar days after one Company first notifiesthe 

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 other Company of the existence of the claim or dispute, the matter shall bereferred to a senior management representative of each Company to try to reachconsensual resolution of the dispute.

    (b) Mediation. Any claim or dispute between theCompanies arising out of or relating to this Agreement, the Joint OperatingManual, the Ground Lease, the EI Agreement, the Confidentiality Agreement or theEasement that is not settled through the good faith negotiations of the seniormanagement representatives of the Companies within fifteen (15) calendar daysafter the claim or dispute is referred to them pursuant to subsection (a) aboveshall be submitted to mediation upon the written request of either of them. Anysuch request by a Company shall be delivered to the other Company, and shallspecify the issue or issues in dispute and summarize the claim with respectthereto. Within five (5) business days after receipt of such a request,authorized representatives of both Companies shall meet and attempt to agreeupon appointment of a mediator. If such agreement is not reached promptly,either Company may request assistance from the CPR Institute for DisputeResolution in the selection of a mediator in accordance with the CPR MediationProcedure then in effect, which procedure shall govern the conduct of themediation in the absence of contrary agreement by both Companies. The costs ofthe mediation shall be shared equally by the Companies, and each Company shallbear its own attorneys' fees and costs incurred in connection with the mediationproceedings.

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

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 limitations on liability anddisclaimers set forth in this Agreement, the Joint Operating Manual, the GroundLease, the EI Agreement, the Confidentiality Agreement and the Easement, thearbitrators may award any remedy or relief that a court with jurisdiction overthe matter might award. The arbitrators shall promptly conduct a hearing inWisconsin, and, within thirty (30) calendar days thereafter, unless such time isextended by agreement of all parties involved, shall notify the Companies inwriting of their decision. The costs of the arbitration shall be shared equallyby the Companies, and each Company shall bear its own attorneys' fees and costsincurred in connection with the arbitration proceedings. Judgment on the awardrendered by the arbitrators may be entered by any court having jurisdictionthereof. This Section 21 shall not, however, impair the right of either Companyto seek interlocutory relief from any court of competent jurisdiction, pendingand/or in aid of mediation or arbitration, in the event that Company isconfronted with a genuine risk that it will suffer irreparable injury beforerelief can reasonably be anticipated in the mediation or arbitral forum.

    Section 22. Term of Agreement.This Agreement shall continue in full force and effect until the earliest tooccur of: (a) the date, if any, that either DPC or WPSC exercises any of itsrespective termination rights set forth in Section 3; (b) the date, if any, theCompanies mutually agree to terminate this Agreement (in which case theCompanies must also at that time address post-termination issues and liabilitiesand the disposition of their respective interests in Weston 4 and the Weston Newand Existing Common Facilities); (c) subjectto the limitation on the ability of WPSC to terminate set forth in Section14(c)(iii), the date, if any, following a material breach of this Agreement by aCompany that is not timely cured pursuant to Section 14 that a final decision ofthe arbitrators under Section 21 concludes that termination of this Agreement isan appropriate remedy (in this event, however, the decision of the arbitratorsmust also address post-termination issues and liabilities and the appropriatedisposition of the Companies' respective interests in Weston 4 and the WestonNew and Existing Common Facilities, and under the Ground Lease and theEasement); or (d) the date on which the total or

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

    Section 23. Amendments. ThisAgreement may be amended from time to time only by an instrument or instrumentsin writing signed by the Companies (or by their respective permitted successorsor permitted assigns).

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

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

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

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

    Section 27. Change ofRepresentatives. Any designation by a Company pursuant to Section 26 may berevoked by such Company by designating a substitute representative or alternateby a written notice signed by an executive officer and delivered to the otherCompany.

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

 

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

    Section 30. Agent for Schedulingand Dispatch. The Companies agree that either Company may appoint athird-party agent for purposes of scheduling and dispatch of its respectiveshare of the output of Weston 4; provided, however, that suchagent must be disclosed to the other Company and must sign and agree to be boundby a confidentiality, non-use and non-disclosure agreement as provided under theConfidentiality Agreement. WPSC recognizes that DPC intends to appoint GEN-SYSEnergy as its agent for that purpose.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 applicable), at the time the taxableevent occurred, for any and all applicable sales and use taxes or transfer feesunder Chapter 77, Wis. Stats., and any and all federal or state excise, car-lineor similar taxes; provided, however, that in any transfer ofproperty between the Companies that is subject to said Chapter 77, the tax orfee shall be the obligation of the transferee in its entirety. The Companiesshall cooperate in good faith to provide such certificates, design such systemsand seek such administrative guidance as may be required or helpful to properlycharge and report the minimum taxes legally due under this Agreement or anycontract entered into pursuant to this Agreement. Income taxes and license feetaxes under section 76.28 and section 76.48 Wis. Stats. shall be the obligationof the Company subject to such taxes. The Companies further agree to cooperatein the audit and assessment of taxes shared under this Section 35 and to sharethe costs thereof based upon their respective Ownership Shares (or Existing orNew Common Ownership Shares, as applicable), at the time the event giving riseto the tax occurred.

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

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

 WISCONSIN PUBLIC SERVICE CORPORATION

 By: /s/ Charles A. Schrock
 Name: Charles A. Schrock

 Title: President and COO - Generation

Attest:

/s/ Barth J. Wolf

Secretary

 DAIRYLAND POWER COOPERATIVE

 By: /s/ William L. Berg
 Name: William L. Berg

 Title: President and CEO

Attest:

/s/ Laurie A. Engen

Assistant Secretary

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