WESTERN SYSTEMS POWER POOL AGREEMENT

Exhibit 10.1
ATTACHMENT A

WESTERN SYSTEMS POWER POOL
AGREEMENT

NONREDLINED VERSION

Western Systems Power Pool.
Rate Schedule FERC No.6

WESTERN SYSTEMS POWER POOL
AGREEMENT

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

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

TABLE OF CONTENTS

PAGE

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

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

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

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

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

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

7. 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

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

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

TABLE OF CONTENTS

PAGE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Western Systems Power Pool Third Revised Sheet No. 3
Rate Schedule FERC No.6 Superseding Second Revised Sheet No. 3

TABLE OF CONTENTS

PAGE

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

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

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

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

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

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

EXHIBIT A: NETTING

EXHIBIT B: FORM OF COUNTERPARTY GUARANTEE AGREEMENT

EXHIBIT C: SAMPLE FORM FOR CONFIRMATION

EXHIBIT D: WSPP MEDIATION AND ARBITRATION PROCEDURES

SERVICE SCHEDULES

A. ECONOMY ENERGY SERVICE

B. UNIT COMMITMENT SERVICE

C. FIRM CAPACITY/ENERGY SALE OR EXCHANGE SERVICE

LIST OF MEMBERS

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

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.

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

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

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

3. AGREEMENT:

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

4. DEFINITIONS:

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

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

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

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

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

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

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

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

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

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

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

Western Systems Power Pool Second Revised Sheet Xx. 0X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 6A

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

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

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

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

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

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

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

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

Western Systems Power Pool Second Revised Sheet Xx. 0
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 7

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

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

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

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

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

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

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

Western Systems Power Pool Original Sheet Xx. 0X
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4.7a First Party: As defined in Section 27 of this Agreement.

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

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

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

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

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

Western Systems Power Pool Second Revised Sheet Xx. 0
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 8

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

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

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

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

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

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

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

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

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

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

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

Western Systems Power Pool Original Sheet Xx. 0X
Xxxx Xxxxxxxx XXXX Xx. 0

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

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

4.12 Operating Agent: 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.

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

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

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

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

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

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

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

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

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

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

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

Western Systems Power Pool Second Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 10

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

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

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

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

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

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 10A

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

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

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

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

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

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

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

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

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.

4.20c WSPP Homepage: WSPP's internet web site, xxx.xxxx.xxx.

5. TERM AND TERMINATION:

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

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

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

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

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

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

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

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

6. SERVICE SCHEDULES AND WSPP DEFAULT TRANSMISSION TARIFF:

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

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

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.

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 xxxx 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

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

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.

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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:

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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.

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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

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

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

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 xxxx is in dispute, the entire xxxx
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 xxxx or payment after a period of
two (2) years from the date on which the first xxxx was
delivered for a specific transaction.

9.5 If a Party's records reveal that a xxxx was not delivered for
a specific transaction, then the Party may deliver to the
appropriate Party a xxxx within two (2) years from the date on
which the xxxx 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. Small, General Counsel to Effective: July 1, 2001
Western Systems Power Pool
Issued on: May 2, 2001

Western Systems Power Pool Original Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0

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

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

Western Systems Power Pool Second Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 22

Within a two (2) year period from the date the first xxxx 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. So long as the requirements of
the preceding sentence are met, "Uncontrollable Forces" may include and
are not restricted to flood, drought, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience,
labor dispute, labor or material shortage, sabotage, restraint by court
order or public authority, and action or nonaction by, or failure to
obtain the necessary authorizations or approvals from, any governmental
agency or authority.

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

Western Systems Power Pool Original Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0

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

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

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

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

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

12.2 RESERVED

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

13. APPROVALS:

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

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

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

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

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

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

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

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

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

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

14. TRANSFER OF INTEREST IN AGREEMENT:

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

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

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

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

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

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

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.

Western Systems Power Pool Second Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 30

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

18. NO DEDICATION OF FACILITIES:

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

19. NO RETAIL SERVICES:

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

20. THIRD PARTY BENEFICIARIES:

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

21. LIABILITY AND DAMAGES:

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 30A

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

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

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

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

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

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

Western Systems Power Pool Original Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0

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

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).

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

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

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 33A

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

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

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

(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 Xx. 0 Xxxxxxxxxxx Xxxxxxxx Xxxxx Xx. 00

(x) 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 Second Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 36

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

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

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

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

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

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

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

Western Systems Power Pool Second Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 36A

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

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

22.2 REMEDIES FOR EVENTS OF DEFAULT

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

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 36B

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

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

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

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

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

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

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

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

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

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

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

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 39A

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

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

Western Systems Power Pool First Revised Sheet No. 39B
Rate Schedule FERC Xx. 0 Xxxxxxxxxxx Xxxxxxxx Xxxxx Xx. 00X

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

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

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

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

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

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

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

For purposes of this Section 22.3:

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

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

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

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

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

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

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

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

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

23. OTHER AGREEMENTS:

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

24. GOVERNING LAW:

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

25. JUDGMENTS AND DETERMINATIONS:

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

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

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

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

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

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

28. NETTING:

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

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

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

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

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

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

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

Western Systems Power Pool Original Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0

29. TAXES:

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

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

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

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 Third Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Second Revised Sheet No. 50

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 50A

before and during the time period the confirmation process is
ongoing and no final Confirmation Agreement under these
procedures or through mutual agreement has been reached.

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

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

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

Western Systems Power Pool Second Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 52

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

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

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

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

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

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

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

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

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

33.1 Performance

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

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

33.2 Title and Risk of Loss

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

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

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

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

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.

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

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.

Western Systems Power Pool First Revised Sheet No. 58
Rate Schedule FERC Xx. 0 Xxxxxxxxxxx Xxxxxxxx Xxxxx Xx. 00

00. FLOATING PRICES:

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

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

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

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

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

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

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

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

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

Western Systems Power Pool First Revised Sheet Xx. 00X
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding Original Sheet No. 58B

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

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

39. AMENDMENT:

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

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

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

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

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

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

40. EXECUTION BY COUNTERPARTS:

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

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

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

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

41. WITNESS:

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

By:________________________________
Name:
Title:

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

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

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

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

EXHIBIT B

FORM OF COUNTERPARTY GUARANTEE AGREEMENT

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

WITNESSETH:

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

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

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

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

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

-----------------------
(1)

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.

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:

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: ______________________

Western Systems Power Pool Second Revised Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0 Superseding First Revised Sheet No. 65

EXHIBIT C
SAMPLE FORM FOR CONFIRMATION

1. TRANSACTION SPECIFIC AGREEMENTS

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

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

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

_______________________________ __________________________________
Name of Trader for Purchaser Name of Trader for Seller

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

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

___________________________ ____________________________
Authorized Signature Authorized Signature
for Purchaser for Seller

Date Date

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.

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

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

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

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.

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

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

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.

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

X. 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

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.

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.

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

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

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

Western Systems Power Pool Original Sheet Xx. 00
Xxxx Xxxxxxxx XXXX Xx. 0

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

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;

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

33.78(cent)/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
33.78(cent)/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

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.

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.

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; 33.78(cent)/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 33.78(cent)/kW/day.
The total demand charge revenues in any consecutive seven-day
period shall not exceed the product of the weekly rate and the

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

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

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.

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

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

capacity reserves.

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

C-3.5 Purchaser shall arrange purchases directly with Sellers.

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

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

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

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

C-3.7 Except as provided for in Section C-3.6, the price shall not
exceed the Seller's forecasted Incremental Cost plus up to:
$7.32/kW/month; $1.68/kW/week; 33.78(cent)/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 33.78(cent)/kW/day.
The total demand charge revenues in any consecutive seven-day
period shall not exceed the product of the weekly rate and the

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

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.

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

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

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

Wspp/WSPP Agreement Effective 2-1-03 edits redlined version

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

LIST OF MEMBERS

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

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

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

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

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

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

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

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

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WESTERN SYSTEMS POWER POOL AGREEMENT

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