WESTERN SYSTEMS POWER POOL AGREEMENT

1
Western Systems Power Pool Exhibit 10.24
Rate Schedule FERC No. 6

WESTERN SYSTEMS POWER POOL
AGREEMENT

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: May 2, 2001

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

TABLE OF CONTENTS

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

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

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

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

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

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

7. HUB AND OPERATING AGENT.................................................13

8. ORGANIZATION AND ADMINISTRATION.........................................16

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

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

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

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

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

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

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

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

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

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

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Western Systems Power Pool Original Sheet No. 2
Rate Schedule FERC No. 6

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

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

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

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

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

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

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

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

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

28. NETTING AND SET-OFF.....................................................46

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

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

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

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

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

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

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

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

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

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

38. AMENDMENT...............................................................58

39. EXECUTION BY COUNTERPARTS...............................................58

40. WITNESS.................................................................59

EXHIBIT A: NETTING

EXHIBIT B: FORM OF COUNTERPARTY GUARANTEE AGREEMENT

EXHIBIT C: SAMPLE FORM FOR CONFIRMATION

EXHIBIT D: WSPP MEDIATION AND ARBITRATION PROCEDURES

SERVICE SCHEDULES

A. ECONOMY ENERGY SERVICE

B. UNIT COMMITMENT SERVICE

C. FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE

LIST OF MEMBERS

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2001
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued November 2, 2000.
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Western Systems Power Pool Original Sheet No. 4
Rate Schedule FERC No. 6

1. PARTIES:

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

2. RECITALS:

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool Original Sheet No. 5
Rate Schedule FERC No. 6

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

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

3. AGREEMENT:

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

4. DEFINITIONS:

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

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

4.1a Business Day(s): Any day other than a Saturday or Sunday or a
national (United States or Canadian, whichever is applicable)
holiday. United States holidays shall be holidays observed by
Federal Reserve member banks in New York City. Where both the
Seller and the Purchaser have their principal place of business
in the United States, Canadian holidays shall not apply.
Similarly, where both the Seller and the Purchaser have their
principal place of business in Canada, United States holidays
shall not apply. In situations where one Party has its principal
place of business within the United States and the other Party's
principal place of

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool First Revised Sheet No. 6
Rate Schedule FERC No. 6 Superseding Original Sheet No. 6

business is within Canada, both United States and Canadian
holidays shall be observed.

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

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

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

4.2 Control Area: Shall mean an electric system capable of regulating
its generation in order to maintain its interchange schedule with
other electric systems and to

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool Original Sheet No. 6A
Rate Schedule FERC No. 6

contribute its frequency bias obligation to the interconnection
as specified in the North American Electric Reliability Council
(NERC) Operating Guidelines.

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool First Revised Sheet No. 7
Rate Schedule FERC No. 6 Superseding Original Sheet No. 7

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

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

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool First Revised Sheet No. 8
Rate Schedule FERC No. 6 Superseding Original Sheet No. 8

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

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

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

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

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

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

4.12 Operating Agent: Arizona Public Service Company, or its successor
as may be designated by the Executive Committee.

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

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

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

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

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

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

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

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

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

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

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

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

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

4.20a WSPP: The Western Systems Power Pool.

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

5. TERM AND TERMINATION:

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool Original Sheet No. 12
Rate Schedule FERC No. 6

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

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

6. SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
16
Western Systems Power Pool Original Sheet No. 13
Rate Schedule FERC No. 6

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

6.2 [RESERVED]

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

7. HUB AND OPERATING AGENT:

7.1 The Operating Agent shall act for itself and as agent for the
Parties to carry out its designated responsibilities under this
Agreement.

7.2 The Operating Agent shall, as directed by the Operating Committee
pursuant to Section 8.2.4, and on behalf of the Parties, either
(i) purchase or lease, and install or have installed, operate and
maintain the necessary equipment to operate the Hub or (ii)
contract for Hub services.

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
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Western Systems Power Pool Original Sheet No. 14
Rate Schedule FERC No. 6

7.3 The Operating Agent's estimated total costs to be incurred under
Section 7.2 shall be subject to review by the Operating Committee
and approval by the Executive Committee.

7.4 At least sixty (60) days prior to each calendar year that this
Agreement is in effect, the Operating Agent shall prepare a
budget for said year of operation under this Agreement and shall
submit same to the Operating Committee for review, and to the
Executive Committee for approval. Subsequent budget revisions
shall be submitted to the Operating Committee for review and to
the Executive Committee for approval.

7.5 The Operating Agent shall perform other administrative tasks
necessary to implement this Agreement as directed by the
Executive Committee.

7.6 Except as provided in Section 7.7, all Parties shall share
equally in all costs of the Operating Agent incurred under this
Agreement, including but not limited to initial FERC filing fees
and any reasonable legal fees.

7.7 Each Party, in coordination with the Operating Agent, shall at
its own expense acquire, install, operate, and maintain all
necessary software and hardware on its system and the necessary
communications link to the Hub to conduct transactions under this
Agreement.

7.8 The Operating Agent shall bill the Parties for costs incurred
under this Agreement on an estimated basis reasonably in advance
of when due, and such xxxxxxxx shall be paid by the Parties when
due. Such xxxxxxxx shall be adjusted in the following

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
18
Western Systems Power Pool Original Sheet No. 15
Rate Schedule FERC No. 6

month(s) to reflect recorded costs. Billing and payment of the
Operating Agent's costs shall otherwise be implemented in
accordance with the provisions of Section 9.

7.9 The Operating Agent, at reasonable times and places, shall make
available its records and documentation supporting costs for
bills rendered under this Agreement for the inspection of any
Party for a period of time not to exceed two (2) years from the
time such bills were rendered.

7.9.1 A Party requesting review of the Operating Agent's records
shall give the Operating Agent sufficient notice of its
intent, but in no event less than thirty (30) days.

7.9.2 The requesting Party may perform this review using
personnel from its own staff or designate a certified
public accounting firm for the purpose of this review.

7.9.3 All costs incurred to perform this review shall be at the
requesting Party's own expense.

7.9.4 The Party performing the review shall not voluntarily
release the Operating Agent's records or disclose any
information contained therein to any third party unless
the written consent of the Operating Agent and the
Executive Committee has been obtained.

7.10 Upon the termination of this Agreement, unless otherwise directed
by the Executive Committee, the Operating Agent shall either
dispose of any Hub

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
19
Western Systems Power Pool Original Sheet No. 16
Rate Schedule FERC No. 6

equipment which it has purchased, or have the right of first
refusal to purchase such equipment at original cost less
depreciation, and shall apply any net proceeds from the sale of
the Hub equipment against its costs incurred under this
Agreement. The Operating Agent shall refund any excess proceeds
equally to the Parties.

8. ORGANIZATION AND ADMINISTRATION:

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

8.1 Executive Committee:

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

8.1.1 To establish sub-committees as it may from time to time
deem necessary.

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
20
Western Systems Power Pool Original Sheet No. 17
Rate Schedule FERC No. 6

8.1.4 To review and approve the Operating Agent's annual budget
under this Agreement, and any revision thereto, within
thirty (30) days of recommendation by the Operating
Committee.

8.1.5 To establish and approve any additional budgets under this
Agreement as may be deemed necessary.

8.1.6 To review and recommend to the Parties for approval any
additions or amendments to this Agreement, including
Service Schedules.

8.1.7 To review and act on the application of an entity to
become a Party to this Agreement.

8.1.8 To designate a successor to the Operating Agent, if
necessary.

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

8.1.10 To notify any Party of the rescission of its interest in
this Agreement due to its failure to continue to meet the
requirements of Section 16.1.

8.1.11 To arrange for legal representation for filing this
Agreement (and any subsequent amendments) with FERC and
supporting the Agreement (or amendments) in any FERC
proceeding, and for other purposes as required.

8.2 Operating Committee:

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
21
Western Systems Power Pool Original Sheet No. 18
Rate Schedule FERC No. 6

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

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

8.2.2 To submit to the Executive Committee any proposed new or
revised Service Schedules.

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

8.2.4 To direct the Operating Agent in matters governed by this
Agreement.

8.2.5 To review and make recommendations to the Executive
Committee for approval of the Operating Agent's annual
budget under this Agreement, including any proposed
revisions thereto, within thirty (30) days of receipt from
the Operating Agent.

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

8.2.7 To review the Operating Agent's estimated total costs of
providing, having provided or contracting for a Hub.

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
22
Western Systems Power Pool Original Sheet No. 19
Rate Schedule FERC No. 6

8.2.8 To review new member applications for membership to this
Agreement and make recommendations on said applications to
the Executive Committee.

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

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

8.4 Unless otherwise agreed by all committee members, the chairperson
of each committee shall provide the other Parties at least ten
(10) Business Days advance notification of all committee
meetings, including an agenda of matters to be discussed and
voted on at the meeting. All material issues to be submitted to a
vote of the committee shall appear on the agenda. Prior to the
selection of a chairperson the Operating Agent shall provide such
advance notice for the initial meeting of each committee.

8.5 Each Party shall give written notice to the other Parties of the
name of its designated representative and alternate
representative (to act in the absence of the designated
representative) on each committee within thirty (30) days after
the execution of this Agreement. Notice of any change of
representative or alternate

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
23
Western Systems Power Pool First Revised Sheet No. 20
Rate Schedule FERC No. 6 Superseding Original Sheet No. 20

representative shall be given by written notice to the other
Parties. Each Party's designated representative shall be
authorized to act on its behalf with respect to those committee
responsibilities provided herein.

8.6 Each committee shall meet as necessary or at the request of any
Party.

8.7 Each committee shall elect a chairperson and other officers at
its first meeting.

9. PAYMENTS:

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001
24
Western Systems Power Pool Original Sheet No. 20A
Rate Schedule FERC No. 6

9.3 Amounts not paid on or before the due date shall be payable with
interest accrued at the rate of one percent (1%) per month, or
the maximum interest rate permitted

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001
25
Western Systems Power Pool First Revised Sheet No. 21
Rate Schedule FERC No. 6 Superseding Original Sheet No. 21

by law, if any, whichever is less, prorated by days from the due
date to the date of payment unless and until the Executive
Committee shall determine another rate.

9.4 In case any portion of any bill is in dispute, the entire bill
shall be paid when due. Any excess amount of bills which, through
inadvertent errors or as a result of a dispute, may have been
overpaid shall be returned by the owing Party upon determination
of the correct amount, with interest accrued at the rate of one
percent (1%) per month, or the maximum interest rate permitted by
law, if any, whichever is less, prorated by days from the date of
overpayment to the date of refund unless and until the Executive
Committee shall determine another rate. The Parties shall have no
rights to dispute the accuracy of any bill or payment after a
period of two (2) years from the date on which the first bill was
delivered for a specific transaction.

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

26
Western Systems Power Pool Original Sheet No. 21A
Rate Schedule FERC No. 6

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

27
Western Systems Power Pool First Revised Sheet No. 22
Rate Schedule FERC No. 6 Superseding Original Sheet No. 22

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

10. UNCONTROLLABLE FORCES:

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

28
Western Systems Power Pool Original Sheet No. 22A
Rate Schedule FERC No. 6

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
29
Western Systems Power Pool First Revised Sheet No. 23
Rate Schedule FERC No. 6 Superseding Original Sheet No. 23

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
30
Western Systems Power Pool Original Sheet No. 24
Rate Schedule FERC No. 6

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

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

11. WAIVERS:

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

12. NOTICES:

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
31
Western Systems Power Pool Original Sheet No. 25
Rate Schedule FERC No. 6

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

12.2 RESERVED

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

13. APPROVALS:

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
32
Western Systems Power Pool Original Sheet No. 26
Rate Schedule FERC No. 6

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
33
Western Systems Power Pool Original Sheet No. 27
Rate Schedule FERC No. 6

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

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

14. TRANSFER OF INTEREST IN AGREEMENT:

No Party shall voluntarily transfer its membership under this
Agreement without the written consent and approval of all other Parties
except to a successor in operation of the applicable properties of such
Party. With regard to the transfer of the rights and obligations of any
Party associated with transactions under the Service Schedules, neither
Party may assign such rights or obligations unless (a) the other Party
provides its prior written consent which shall not be unreasonably
withheld; or (b) the assignment is to a successor in operation whose
creditworthiness is comparable to or higher than that of the assigning
Party. Any successor or assignee of the rights of any Party, whether by
voluntary transfer, judicial or foreclosure sale or otherwise, shall be
subject to all the provisions and conditions of this Agreement and
Confirmation Agreements (where applicable) to the same extent as though
such successor or assignee were the original Party under this Agreement
or the Confirmation Agreements, and no assignment or transfer of any
rights under this Agreement or any Confirmation Agreement shall be
effective unless and until the assignee or transferee agrees in writing
to assume all of the obligations of the assignor or transferor and to be
bound by all of the provisions and

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
34
Western Systems Power Pool First Revised Sheet No. 28
Rate Schedule FERC No. 6 Superseding Original Sheet No. 28

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

15. SEVERABILITY:

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

16. MEMBERSHIP:

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001
35
Western Systems Power Pool Original Sheet No. 29
Rate Schedule FERC No. 6

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

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

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

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

17. RELATIONSHIP OF PARTIES:

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
36
Western Systems Power Pool First Revised Sheet No. 30
Rate Schedule FERC No. 6 Superseding Original Sheet No. 30

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

18. NO DEDICATION OF FACILITIES:

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

19. NO RETAIL SERVICES:

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

20. THIRD PARTY BENEFICIARIES:

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

21. LIABILITY AND DAMAGES:

21.1 This Agreement contains express remedies or measures of damages
in Sections 21.3 and 22 for non-performance or default. THE
LIABILITY OF THE NON-PERFORMING OR DEFAULTING PARTY SHALL BE
LIMITED AS SET

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001
37
Western Systems Power Pool Original Sheet No. 30A
Rate Schedule FERC No. 6

FORTH IN SUCH PROVISIONS, AND ALL OTHER DAMAGES OR REMEDIES ARE
HEREBY WAIVED. Therefore, except as provided in Sections 21.3 and
22, no Party or its directors, members of its governing bodies,
officers or employees shall be liable to any other Party or
Parties for any loss or damage to property, loss of earnings

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

38
Western Systems Power Pool Original Sheet No. 31
Rate Schedule FERC No. 6

or revenues, personal injury, or any other direct, indirect, or
consequential damages or injury, or punitive damages, which may
occur or result from the performance or non-performance of this
Agreement (including any applicable Confirmation Agreement),
including any negligence arising hereunder. Any liability or
damages faced by an officer or employee of a Federal agency or by
that agency that would result from the operation of this
provision shall not be inconsistent with Federal law.

21.2 [RESERVED]

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
39
Western Systems Power Pool Original Sheet No. 32
Rate Schedule FERC No. 6

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
40
Western Systems Power Pool Original Sheet No. 33
Rate Schedule FERC No. 6

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
41
Western Systems Power Pool Original Sheet No. 34
Rate Schedule FERC No. 6

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

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

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

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

22.1 EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

(iii) a Guarantor becomes Bankrupt;

(iv) the failure, without written consent of the other
Party, of a Guarantor's guarantee to be in full
force and effect for purposes of this Agreement
(other than in accordance with its terms) prior to
the satisfaction of all obligations of such Party
under each transaction to which such guarantee
shall relate; or

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

44
Western Systems Power Pool Original Sheet No. 36A
Rate Schedule FERC No. 6

22.2 REMEDIES FOR EVENTS OF DEFAULT

If an Event of Default occurs, the Non-Defaulting Party
shall possess the right to terminate all transactions between the
Parties under this Agreement upon written notice (by facsimile or
other reasonable means) to the Defaulting Party, such notice of
termination to be effective immediately upon receipt. If the
Non-Defaulting Party fails to exercise this right of termination
within thirty (30) days following the time when the Event of
Default becomes known (or more than thirty days if the
Non-Defaulting and Defaulting Parties agree to an extension),
then such right of termination shall no longer be available to
the Non-Defaulting Party as a remedy for the Event(s) of Default.
The Non-Defaulting Party terminating transaction(s) under this
Section 22.2 may do so without making a filing at FERC.

Upon termination, the Non-Defaulting Party shall liquidate
all transactions as soon as practicable, provided that in no
event will the Non-Defaulting Party be allowed to liquidate
Service Schedule A transactions. The payment associated with
termination ("Termination Payment") shall be calculated in
accordance with this Section 22.2 and Section 22.3. The
Termination Payment shall be the sole and exclusive remedy for
the Non-Defaulting Party for each terminated transaction
("Terminated Transaction") for the time period beginning at the
time notice of termination under this Section 22 is received.
Prior to receipt

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

45
Western Systems Power Pool Original Sheet No. 37
Rate Schedule FERC No. 6

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

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

22.3 LIQUIDATION CALCULATION OPTIONS

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

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

46
Western Systems Power Pool Original Sheet No. 38
Rate Schedule FERC No. 6

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

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

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

47
Western Systems Power Pool Original Sheet No. 39
Rate Schedule FERC No. 6

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

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

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

48
Western Systems Power Pool Original Sheet No. 40
Rate Schedule FERC No. 6

of this Agreement and thereafter binding dispute resolution
pursuant to Section 34.2 if the informal dispute resolution does
not succeed in resolving the dispute. Pending resolution of the
dispute, the Defaulting Party shall pay the full amount of the
Termination Payment calculated by the Non-Defaulting Party within
three (3) Business Days of receipt of notice as set forth in
Section 33.2(c) subject to the Non-Defaulting Party refunding,
with interest, pursuant to Section 9.4, any amounts determined to
have been overpaid.

For purposes of this Section 22.3:

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

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

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

49
Western Systems Power Pool Original Sheet No. 41
Rate Schedule FERC No. 6

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

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

22A. DEFAULT IN PAYMENT OF WSPP OPERATING COSTS:

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

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

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

50
Western Systems Power Pool Original Sheet No. 42
Rate Schedule FERC No. 6

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

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

51
Western Systems Power Pool Original Sheet No. 43
Rate Schedule FERC No. 6

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

23. OTHER AGREEMENTS:

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

24. GOVERNING LAW:

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

25. JUDGMENTS AND DETERMINATIONS:

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

52
Western Systems Power Pool Original Sheet No. 44
Rate Schedule FERC No. 6

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

26. COMPLETE AGREEMENT:

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

27. CREDITWORTHINESS:

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

53
Western Systems Power Pool Original Sheet No. 45
Rate Schedule FERC No. 6

(consistent with Section 21.3 of this Agreement) if the Second Party
were to fail to perform its obligations. Events which may trigger the
First Party questioning the Second Party's creditworthiness, financial
responsibility, or performance viability include, but are not limited
to, the following:

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

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

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

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

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

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

54
Western Systems Power Pool Original Sheet No. 46
Rate Schedule FERC No. 6

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

28. NETTING AND SET-OFF:

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

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

55
Western Systems Power Pool Original Sheet No. 47
Rate Schedule FERC No. 6

Exhibit A to the Parties under this Agreement and indicate on the
WSPP Homepage that they have so executed Exhibit A (once the WSPP
Homepage possesses the necessary capability). If a Party executed
Exhibit A, that Party may withdraw its agreement to net by
providing thirty (30) days notice to all Parties that it is
withdrawing its agreement to net. If a Party indicated its
election to net payments on the WSPP Homepage and that Party
desires to withdraw its agreement to net, that Party shall
provide 30 days notice on the WSPP Homepage of the change in its
election to net and such action shall be sufficient to satisfy
the notice requirement of the preceding sentence. Any such
changes in netting status shall apply beginning 30 days after
notice is provided and only shall apply to transactions agreed to
beginning on or after the date the change in netting status
becomes effective.

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

29. TAXES:

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

56
Western Systems Power Pool Original Sheet No. 48
Rate Schedule FERC No. 6

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

30. CONFIDENTIALITY:

The terms of any transaction under the Service Schedules or any
other information exchanged by the Purchaser and Seller relating to the
transaction shall not be disclosed to any person not employed or
retained by the Purchaser or the Seller or their affiliates, except to
the extent disclosure is (1) required by law, (2) reasonably deemed by
the disclosing Party to be required to be disclosed in connection with a
dispute between or among the Parties, or the defense of any litigation
or dispute, (3) otherwise permitted by consent of the other Party, which
consent shall not be unreasonably withheld, (4) required to be made in
connection with regulatory proceedings (including proceedings relating
to FERC, the United States Securities and Exchange Commission or any
other

57
Western Systems Power Pool Original Sheet No. 49
Rate Schedule FERC No. 6

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

31. TRANSMISSION TARIFF:

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

32. TRANSACTION SPECIFIC TERMS AND ORAL AGREEMENTS:

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

59
Western Systems Power Pool Original Sheet No. 50A
Rate Schedule FERC No. 6

is ongoing and no final Confirmation Agreement under these
procedures or through mutual agreement has been reached.

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

60
Western Systems Power Pool Original Sheet No. 51
Rate Schedule FERC No. 6

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

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

61
Western Systems Power Pool Original Sheet No. 52
Rate Schedule FERC No. 6

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

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

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

33.1 Performance

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

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

33.2 Title and Risk of Loss

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

62
Western Systems Power Pool Original Sheet No. 53
Rate Schedule FERC No. 6

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

33.3 Warranties

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

34. DISPUTE RESOLUTION:

34.1 INFORMAL DISPUTE RESOLUTION

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
63
Western Systems Power Pool Original Sheet No. 54
Rate Schedule FERC No. 6

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

34.2 BINDING DISPUTE RESOLUTION

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
64
Western Systems Power Pool Original Sheet No. 55
Rate Schedule FERC No. 6

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

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

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

65
Western Systems Power Pool Original Sheet No. 56
Rate Schedule FERC No. 6

34.3 COSTS

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

34.4 CONFIDENTIALITY

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

35. FORWARD CONTRACTS:

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

36. TRADE OPTION EXCEPTION

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
66
Western Systems Power Pool Original Sheet No. 57
Rate Schedule FERC No. 6

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

37. ADDITIONAL REPRESENTATIONS AND WARRANTIES:

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
67
Western Systems Power Pool Original Sheet No. 58
Rate Schedule FERC No. 6

38. AMENDMENT:

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

38.2 Unless otherwise stated in the amendment, all amendments shall
apply only to new transactions entered into or agreed to on or
after the effective date of the amendment. Preexisting agreements
and transactions shall operate under the version of the WSPP
Agreement effective at the time of the agreement for the
transaction unless the Parties to a transaction or transactions
mutually agree otherwise.

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

39. EXECUTION BY COUNTERPARTS:

This Agreement may be executed in any number of counterparts, and
upon execution by all Parties, each executed counterpart shall have the
same force and effect as an original instrument and as if all Parties
had signed the same instrument. Any signature page of this Agreement may
be detached from any counterpart of this Agreement without impairing the
legal effect of any signatures thereon, and may be attached to another

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
68
Western Systems Power Pool Original Sheet No. 59
Rate Schedule FERC No. 6

counterpart of this Agreement identical in form hereto but having
attached to it one or more signature pages.

40. WITNESS:

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

By:________________________________
Name:
Title:

69
Western Systems Power Pool Original Sheet No. 60
Rate Schedule FERC No. 6

EXHIBIT A

NETTING

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

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
70
Western Systems Power Pool Original Sheet No. 61
Rate Schedule FERC No. 6

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

EXHIBIT B

FORM OF COUNTERPARTY GUARANTEE AGREEMENT

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

WITNESSETH:

WHEREAS, [___________________] (the "Company") may enter into
transactions involving power sales under the Western Systems Power Pool ("WSPP
Agreement") and related confirmation agreements1 (collectively "Agreements")
with [Company Name] ("Guaranteed Party"); and

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

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

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

(a) Guarantor's liability hereunder shall be and is specifically
limited to payments expressly required to be made in accordance with the
Agreements (even if such payments are deemed to be damages) and, except to the
extent specifically provided in the Agreements, in no event shall Guarantor be
subject hereunder to consequential, exemplary, equitable, loss of profits,
punitive, tort, or any other even if such fees together with the payments

----------
1

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
71
Western Systems Power Pool Original Sheet No. 62
Rate Schedule FERC No. 6

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

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

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

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

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

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
72
Western Systems Power Pool Original Sheet No. 63
Rate Schedule FERC No. 6

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

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

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
73
Western Systems Power Pool Original Sheet No. 64
Rate Schedule FERC No. 6

To [Name of Guaranteed Party] ____________________________
_______________________________
_______________________________
Attn: ________________________
Fax No.: (___) ________________

To Guarantor: _______________________________
_______________________________
_______________________________
Attn: ________________________
Fax No.: (___) ________________

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

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

EXECUTED as of the day and year first above written.

[_____________________________]
By: __________________________
Name: ________________________
Title: _______________________

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
74
Western Systems Power Pool First Revised Sheet No. 65
Rate Schedule FERC No. 6 Superseding Original Sheet No. 65

EXHIBIT C
SAMPLE FORM FOR CONFIRMATION

1. TRANSACTION SPECIFIC AGREEMENTS

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

(a) Seller:__________________________________

(b) Purchaser: __________________________________

(d) Schedule (Days and Hours): __________________

(e) Delivery Rate:________________________________

(f) Delivery Point(s): __________________________

(g) Type of Service (Check as Applicable)

Service Schedule A _________

Service Schedule B _________

Service Schedule C _________

Physically-Settled Option Service Schedule B ______

Physically-Settled Option Service Schedule C ______

(h) Contract Quantity: ________ Total MWhrs.

(i) Contract or Strike Price: _____________________

(j) Transmission Path for the Transaction (If Applicable):

(k) Date of Agreement if different: _____________

(l) Additional Information for Physically-Settled Options

(i) Option Type: Put __________ Call______________

(ii) Option Style: __________

(iii) Exercise Date or Period: __________

(iv) Premium: __________

(v) Premium Payment Date: _________

(vi) Method for providing notice of exercise _________________

(m) Special Terms and Exceptions:
See Attachment A

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

------------------------------ ---------------------------
Name of Trader for Purchaser Name of Trader for Seller

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
75
Western Systems Power Pool Original Sheet No. 66
Rate Schedule FERC No. 6

--------------------------- ---------------------------
Authorized Signature Authorized Signature
for Purchaser for Seller

--------------------------- ---------------------------
Date Date

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
76
Western Systems Power Pool Original Sheet No. 67
Rate Schedule FERC No. 6

EXHIBIT D

WSPP MEDIATION AND ARBITRATION PROCEDURES

I. MEDIATION

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

77
Western Systems Power Pool Original Sheet No. 68
Rate Schedule FERC No. 6

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

C. RESPONSE TO DOCUMENT INITIATING FORMAL MEDIATION. Within eight
days, the member or members against which the claim is directed
may provide a response to the notice which shall be Served on the
member which initiated the Mediation, the Chairman of the WSPP's
Operating Committee, and the WSPP's General Counsel.

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
78
Western Systems Power Pool Original Sheet No. 69
Rate Schedule FERC No. 6

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

E. LOCATION FOR THE FORMAL MEDIATION. The Parties shall agree on a
location for the Mediation. If the Parties fail to reach
agreement, then the WSPP Representative shall set the location
which shall be convenient for the Parties and the Mediator.

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
79
Western Systems Power Pool Original Sheet No. 70
Rate Schedule FERC No. 6

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

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

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

80
Western Systems Power Pool Original Sheet No. 71
Rate Schedule FERC No. 6

II. ARBITRATION

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
81
Western Systems Power Pool Original Sheet No. 72
Rate Schedule FERC No. 6

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

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

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

82
Western Systems Power Pool Original Sheet No. 73
Rate Schedule FERC No. 6

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

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

G. CONDUCT OF ARBITRATION IF THE PARTIES AGREE TO WAIVE AN ORAL
HEARING. If the Parties agree to waive an oral hearing, then the
Parties shall Serve Initial Briefs no later than 35 days after
the notice is received or notify the Arbitrator that they do not
wish to submit any additional documents. Parties shall Serve any
Reply Briefs no later than ten days after the date for Service of
Initial Briefs.

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
83
Western Systems Power Pool Original Sheet No. 74
Rate Schedule FERC No. 6

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

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

84
Western Systems Power Pool Original Sheet No. 75
Rate Schedule FERC No. 6

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

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

III. MISCELLANEOUS

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
85
Western Systems Power Pool Original Sheet No. 76
Rate Schedule FERC No. 6

C. RESTRICTIONS ON LAWSUITS. Each Party shall be subject to the
restrictions provided in Section 34.2 of the WSPP Agreement.

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

IV. DEFINITIONS

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

B. INITIAL OR REPLY BRIEFS. Written documents submitted by the
Parties to support their positions and respond to each others
positions. Such documents shall be limited to 25 pages.

C. BUSINESS DAYS. Defined as in the WSPP Agreement.

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

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

86
Western Systems Power Pool Original Sheet No. 77
Rate Schedule FERC No. 6

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
87
Western Systems Power Pool Original Sheet No. 78
Rate Schedule FERC No. 6

SERVICE SCHEDULE A

ECONOMY ENERGY SERVICE

A-1 PARTIES:

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

A-2 PURPOSE:

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

A-3 TERMS:

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
88
Western Systems Power Pool Original Sheet No. 79
Rate Schedule FERC No. 6

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

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

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

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

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

(2) where the Seller is not a FERC regulated public utility. A
Party is a FERC regulated public utility if it is a
"public utility" as defined in Section 201(e) of the
Federal Power Act, 16 U.S.C. Section 824(e).

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
89
Western Systems Power Pool Original Sheet No. 80
Rate Schedule FERC No. 6

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
90
Western Systems Power Pool Original Sheet No. 81
Rate Schedule FERC No. 6

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
91
Western Systems Power Pool Original Sheet No. 82
Rate Schedule FERC No. 6

SERVICE SCHEDULE B
UNIT COMMITMENT SERVICE

B-1 PARTIES:

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

B-2 PURPOSE:

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

B-3 TERMS:

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
92
Western Systems Power Pool Original Sheet No. 83
Rate Schedule FERC No. 6

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

B-3.4 Purchasers shall arrange purchases directly with Sellers.

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

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

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

A Party is a FERC regulated public utility if it is a
"public utility" as defined in Section 201(e) of the Federal
Power Act, 16 U.S.C. Section 824(e). B-3.6 Except as provided for
in Section B-3.5, the price shall not exceed the Seller's
forecasted Incremental Cost plus up to: $7.32/kW/month;
$1.68/kW/week; 33.78cents/kW/day; 14.07 xxxxx/kWh; or 21.11
xxxxx/kWh for service of sixteen (16) hours or less per day. The
hourly rate is capped at the Seller's forecasted Incremental Cost
plus 33.78cents/kW/day. The total demand charge revenues in any
consecutive seven-day period shall not exceed the product of the
weekly rate and the

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
93
Western Systems Power Pool Original Sheet No. 84
Rate Schedule FERC No. 6

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

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

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

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
94
Western Systems Power Pool Original Sheet No. 85
Rate Schedule FERC No. 6

unit, unless otherwise agreed by the schedulers,

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

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

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

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

B-4 BILLING AND PAYMENT PROVISIONS:

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: September 29, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
95
Western Systems Power Pool Original Sheet No. 86
Rate Schedule FERC No. 6

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

B-5 TERMINATION PROVISION:

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

96
Western Systems Power Pool First Revised Sheet No. 87
Rate Schedule FERC No. 6 Superseding Original Sheet No. 87

SERVICE SCHEDULE C
FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE

C-1 PARTIES:

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

Parties. C-2 PURPOSE:

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

C-3 TERMS:

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
97
Western Systems Power Pool First Revised Sheet No. 88
Rate Schedule FERC No. 6 Superseding Original Sheet No. 88

capacity reserves.

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

C-3.5 Purchaser shall arrange purchases directly with Sellers.

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

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
98
Western Systems Power Pool First Revised Sheet No. 89
Rate Schedule FERC No. 6 Superseding Original Sheet No. 89

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

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

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: February 1, 2001
Western Systems Power Pool
Issued on: December 1, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued September 15, 2000.
99
Western Systems Power Pool Original Sheet No. 89A
Rate Schedule FERC No. 6

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

100

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

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

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

101
Western Systems Power Pool Original Sheet No. 91
Rate Schedule FERC No. 6

LIST OF MEMBERS

ACN Power, Inc. CMS Marketing, Services and Trading Co.
Amerada Xxxx Corporation CNG Power Services Corp.
Ameren Energy Marketing Company Coastal Merchant Energy, L.P.
American Electric Power Service Corporation Colorado Springs Utilities
as agent for Ohio Power Company, Public Service
Company of Oklahoma and Southwestern Electric
Power Company
APS Energy Services Company, Inc. Colton, City of
Aquila Energy Marketing Corporation Columbia Energy Power Marketing
Arizona Electric Power Co. Columbia Power Corporation
Arizona Public Service Co. ConAgra Energy Services, Inc.
Arkansas Electric Coop. Corp. Conectiv Energy Supply, Inc.
Associated Electric Cooperative, Inc. Conoco Gas & Power Marketing
Astra Oil Company, Inc. Constellation Power Source
Avista Corporation Cook Inlet Energy Supply
Avista Energy, Inc. Coral Power, L.L.C.
Basin Electric Power Cooperative Deseret G&T
Xxxxxx Public Utility District No. 1 of Xxxxxx DTE Energy Trading, Inc.
County
Blackhills Power & Light Company Duke Energy Trading & Marketing, LLC
Bonneville Power Adm. Duke/Xxxxx Xxxxxxxx, LLC
BP Energy Company Dynegy Power Marketing, Inc.
Burbank, City of Dynegy Power Services, Inc.
Calif. Dept. of Water Resources E prime
California Polar Power Brokers, LLC Edison Mission Marketing & Trading, Inc.
Calpine Energy Services, X.X. Xxxxxx Source
Candela Energy Corporation Edmonton Power Authority, Xxxxxxx
Xxxxxxx-Alliant, LLC El Paso Electric
Carolina Power & Light Company El Paso Merchant Energy, L.P.
Cinergy Capital & Trading, Inc. Empire District Electric Co.
Cinergy Operating Companies Energy Transfer Group, LLC
City of Anaheim, Public Utilities Dept. EnerZ Corporation
City of Glendale Water & Power Dept. Engelhard Power Marketing, Inc.
City of Independence ENMAX Energy Corporation
City of Riverside, California Enron Power Marketing, Inc.
City of Santa Xxxxx Electric Department Enserco Energy Inc.
City of Sikeston, Board of Municipal Utilities Entergy Electric System
City Utilities of Springfield, Missouri Entergy Power Marketing Corp.
City Water & Light (Jonesboro, AR) Entergy Power, Inc.
Cleco Marketing & Trading LLC Equitable Power Services Co.
Cleco Utility Group Inc. Eugene Water & Electric Board

Issued by: Xxxxxxx X. Xxxxx, General Counsel to Effective: July 1, 2000
Western Systems Power Pool
Issued on: November 17, 2000
Filed to comply with order of the Federal Energy Regulatory Commission,
Docket Nos. ER00-3338, et al., issued November 2, 2000.

102
Western Systems Power Pool Original Sheet No. 92
Rate Schedule FERC No. 6

Farmington, City of Missouri Joint Municipal Electric Utility
Comm.
Federal Energy Sales, Inc. Mock Energy Services, L.P.
FPL Energy Power Marketing Inc. Modesto Irrigation District
Golden Spread Electric Cooperative Xxxxxx Xxxxxxx Capital Group, Inc.
Grand River Dam Authority M-S-R Public Power Agency
Hafslund Energy Trading, LLC Municipal Energy Agency of Mississippi
Hetch-Hetchy Water & Power Municipal Energy Agency of Nebraska
Xxxxxx Energy Co., Inc. National Gas & Electric L.P.
Idaho Power Company Nebraska Public Power District
IGI Resources, Inc. Nevada Power Co.
Illinova Energy Partners, Inc. New West Energy
Imperial Irrigation District NewEnergy, Inc.
Industrial Energy Applications, Inc. NorAm Energy Services, Inc.
InterCoast Power Marketing Northern California Power Agency
X. Xxxx & Company Northern States Power Company
KAMO Electric Cooperative, Inc. NP Energy Inc.
Kansas City Board of Public Utilities NRG Power Marketing Inc.
Kansas City Power & Light OGE Energy Resources, Inc.
KN Energy Marketing Oklahoma Gas & Electric
Kock Energy Trading, Inc. Oklahoma Municipal Power Authority
Lafayette Utilities System Omaha Public Power District
LG&E Energy Marketing Inc. ONEOK Power Marketing Company
Lincoln Electric System Pacific Gas & Electric Co.
Los Alamos County Pacific Northwest Generating Cooperative
Los Angeles Dept. of Water & Power PacifiCorp
Louisiana Generating LLC PacifiCorp Power Marketing
Louisville Gas & Electric Company PanCanadian Energy Services
Xxxxx County PUD No. 3 Pasadena, City of
McMinnville Water & Light PECO Energy
Merchant Energy Group of the Americas, Inc. PG&E Energy Services
Xxxxxxx Xxxxx Capital Services, Inc. PG&E Energy Trading - Power, L.P.
Metropolitan Water District PG&E Power Services Company
MidAmerican Energy Company Phibro Inc.
MidCon Power Services Corp. Pinnacle West Capital Corporation
MIECO, Inc. Plains Elec. Gen. & Trans. Coop. Inc.
Minnesota Power & Light Company Platte River Power Authority
Minnesota Power, Inc. Portland General Electric Co.

103
Western Systems Power Pool Original Sheet No. 93
Rate Schedule FERC No. 6

Power Exchange Corporation Strategic Energy LLC
Powerex Sunflower Electric Power Corp.
PPL Electric Utilities Corporation Tacoma Power
PPL EnergyPlus, LLC Tenaska Power Services Co.
PPL Montana, LLC Tennessee Valley Authority
Public Service Co. of NM Texaco Energy Services
Public Service Co. of Colorado Texas-New Mexico Power Company
Public Utility District No. 1 of Franklin Cty. The Energy Authority
PUD No. 1 of Chelan County The Montana Power Company
PUD No. 1 of Grays Harbor County The Power Company of America, LP
PUD No. 1 of Snohomish County Tractebel Energy Marketing, Inc.
PUD No. 2 of Grant County TransAlta Energy Marketing (US) Inc.
Puget Sound Energy TransCanada Power
QST Energy Trading Inc. Tri-State Generation and Transmission Assoc.
Questar Energy Trading Tucson Electric Power
Rainbow Energy Marketing Corporation Turlock Irrigation District
Redding, City of TXU Energy Trading Company
Reliant Energy Services, Inc. Union Electric Company
Rocky Mountain Generation Coop., Inc. Utah Associated Municipal Power Systems
Sacramento Municipal Utility District UtiliCorp United
Salt River Project Vastar Power Marketing, Inc.
San Diego Gas & Electric Co. Xxxxxx, City of
SCANA Energy Marketing, Inc. Virginia Electric and Power Company
Seattle City Light Vitol Gas & Electric LLC
Sempra Energy Solutions West Kootenay Power Ltd.
Sempra Energy Trading Corp. Western Adm. Lower Colorado
Sierra Pacific Power Co. Western Adm. Sacramento
Sonat Power Marketing LP Western Adm. Upper Colorado
Southern California Edison Co. Western Adm. Upper Great Plains
Southern California Water Company Western Farmers Electric Co-op
Southern Company Energy Marketing L.P. Western Power Services, Inc.
Southern Company Services, Inc. Western Resources, Inc.
Southern Illinois Power Cooperative Xxxxxxxx Energy Marketing & Trading Co.
Southwest Power Administration WPS Energy Services, Inc.
Southwestern Public Service
Split Rock Energy LLC
St. Xxxxxx Light & Power Co.
Statoil Energy Trading, Inc.

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Table of Contents

WESTERN SYSTEMS POWER POOL AGREEMENT

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