EDISON MISSION ENERGY
EXHIBIT 10.87
<DOCUMENT>
<TYPE>EX-10.87
<SEQUENCE>18
<FILENAME>a2042986zex-10_87.txt
<DESCRIPTION>EXHIBIT 10.87
<TEXT>

<PAGE>

                                                                   Exhibit 10.87

                                                               [COLLINS STATION]







                           POWER PURCHASE AGREEMENT

                         DATED AS OF DECEMBER 15, 1999


                                    BETWEEN

                          COMMONWEALTH EDISON COMPANY

                                      AND

                            MIDWEST GENERATION, LLC




                           COLLINS GENERATING STATION


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>                                                                                                    <C>
1.       Definitions and Interpretation...........................................................................1
         (a)      Definitions.....................................................................................1
         (b)      Interpretation..................................................................................9
         (c)      Legal Representation of Parties................................................................10
         (d)      Titles and Headings............................................................................10

2.       Term....................................................................................................10

3.       Generating Capacity.....................................................................................10

4.       Electric Energy Supply..................................................................................10
         (a)      Character......................................................................................10
         (b)      Supply.........................................................................................10
         (c)      Dispatch.......................................................................................10
         (d)      Energy Imbalance...............................................................................11

5.       Metering; Billing; Payment..............................................................................11
         (a)      Metering.......................................................................................11
         (b)      Meter Inaccuracies.............................................................................11
         (c)      Billing........................................................................................11
         (d)      Billing Disputes...............................................................................12

6.       Operation of Reserved Units.............................................................................12
         (a)      Standard of Operation..........................................................................12
         (b)      Electric Energy Generation.....................................................................12
         (c)      Outages........................................................................................14
                  (i)      Planned Outages.......................................................................14
                  (ii)     Maintenance Outages...................................................................15
                  (iii)    Forced Outages........................................................................15
                  (iv)     Information Related to Outages........................................................15
         (d)      Operating Characteristics......................................................................15
         (e)      Fuel Source and Emissions Reports..............................................................16
         (f)      Records........................................................................................16

7.       Compensation............................................................................................16
         (a)      Monthly Charges................................................................................16
                  (i)      Monthly Capacity Charge...............................................................16
                  (ii)     Energy Charge.........................................................................16
                  (iii)    Start-Up and Support Charges..........................................................17

                                      -i-

<PAGE>

                                                                                                                PAGE
                                                                                                                ----

                  (iv)     Low Load Charges......................................................................17
                  (v)      Ancillary Services....................................................................18
         (b)      Minimum Take True-Up...........................................................................18

8.       Testing.................................................................................................18

9.       Ancillary Services......................................................................................18

10.      Limitation of Liability.................................................................................19

11.      Disagreements...........................................................................................20
         (a)      Administrative Committee Procedure.............................................................20
         (b)      Arbitration....................................................................................21
         (c)      Obligations to Pay Charges and Perform.........................................................22
         (d)      Preliminary Injunctive Relief..................................................................22
         (e)      Settlement Discussions.........................................................................22

12.      Assignment; Transfer of Station.........................................................................23
         (a)      Assignment.....................................................................................23
         (b)      Collateral Assignment..........................................................................23
         (c)      Transfer of Station during the Term............................................................24

13.      Termination by ComEd with respect to Certain Generating Units...........................................24

14.      Default; Termination and Remedies.......................................................................24
         (a)      Seller's Default...............................................................................24
         (b)      ComEd Default..................................................................................25
         (c)      Remedies and Remedies Cumulative...............................................................25
         (d)      Extended Outage................................................................................26
         (e)      Terminations Under Section 13..................................................................26

15.      Force Majeure...........................................................................................26

16.      Representations and Warranties..........................................................................27
         (a)      Representations and Warranties of Seller.......................................................27
         (b)      Representations and Warranties of ComEd........................................................28

17.      Indemnification.........................................................................................29

18.      Notices.................................................................................................29

                                      -ii-

<PAGE>

                                                                                                                PAGE
                                                                                                                ----

19.      Confidentiality.........................................................................................31

20.      Governing Law...........................................................................................31

21.      Partial Invalidity......................................................................................32

22.      Waivers.................................................................................................32

23.      Competitive Transition Charge...........................................................................32

24.      Entire Agreement and Amendments.........................................................................32
</TABLE>

APPENDICES

Appendix A   Equivalent Availability Factor
Appendix B   Design Limits
Appendix C   MAIN Guide Number 3A
Appendix D   EO Communications and Guidelines
Appendix E   Reporting Forms
Appendix F   Regulating Performance Value Methodology
Appendix G   GADS Cause Codes















                                      -iii-



<PAGE>

                            POWER PURCHASE AGREEMENT


                  THIS POWER PURCHASE AGREEMENT (including Appendices, this
"AGREEMENT") dated as of December 15, 1999, between COMMONWEALTH EDISON
COMPANY, an Illinois corporation ("COMED"), and MIDWEST GENERATION, LLC, a
Delaware limited liability company ("SELLER"; ComEd and Seller are sometimes
referred to herein individually as a "PARTY" and collectively as the
"PARTIES");

                               W I T N E S S E T H:

                  WHEREAS, ComEd owns electric facilities and is engaged in
the generation, purchase, transmission, distribution and sale of electric
energy; and

                  WHEREAS,  Seller intends to purchase and thereafter
operate ComEd's Collins electric generation station; and

                  WHEREAS, ComEd desires to receive and purchase, and Seller
desires to deliver and sell, electric capacity, energy and other
generation-related services; and

                  WHEREAS,  ComEd desires to determine the  dispatching of
the units at such station as provided in this Agreement;

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

1.       DEFINITIONS AND INTERPRETATION

                  (a)   DEFINITIONS. As used in this Agreement, (i) the terms
set forth below in this Section 1(a) shall have the respective meanings so
set forth, (ii) the terms defined elsewhere in this Agreement shall have the
meanings therein so specified and (iii) the terms "AVAILABLE," "AVAILABLE
HOURS," "EQUIVALENT AVAILABILITY FACTOR," "FORCED OUTAGE," "MAINTENANCE
OUTAGE," "NET DEPENDABLE CAPACITY," "PLANNED OUTAGE," "PLANNED OUTAGE
EXTENSION," "SERVICE HOURS" and "UNAVAILABLE", and the associated terms
referred to and used in the calculation of such terms, shall have the
respective meanings assigned to such terms in Appendix A.

                  "ADJUSTMENT FACTOR" means, with respect to a month, the factor
         (rounded to four decimal places) obtained from the following:

                  (a)   if such month is a Summer Month:

<PAGE>

<TABLE>
<CAPTION>

                     GROUP EAF                             ADJUSTMENT FACTOR
                     ---------                             -----------------
                     <S>                                   <C>
                     Greater than or equal to 90%          (100 + [(Group EAF - 90) x
                                                           2])/100

                     Greater than or equal to 70%          (Group EAF + 10)/100
                      but less than 90%

                     Greater than or equal to 50%          (80 + [(Group EAF - 70) x
                      but less than 70%                    4])/100

                     Less than 50%                         Zero

                  (b)      if such month is a Non-Summer Month:

                     GROUP EAF                             ADJUSTMENT FACTOR
                     ---------                             -----------------

                     Greater than or equal to 50%          (Group EAF + 25)/100

                     Less than 50%                         Zero
</TABLE>

provided, however that all outage hours and derating attributable to ComEd
transmission system problems, outages or stability load restrictions shall be
deemed Available Hours.

                  "AFFECTED PARTY" has the meaning specified in Section 15(a).

                  "AGC" means Automatic Generation Control.

                  "ANCILLARY SERVICES" has the meaning set forth in Section 9.

                  "ASSET SALE AGREEMENT" means the Asset Sale Agreement dated as
         of March 22, 1999, between ComEd and Seller, governing the transfer of
         the Station from ComEd to Seller.

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

                  "BUSINESS DAY" means each weekday (Monday through Friday)
         except the days on which the following holidays are observed: New
         Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
         and Christmas Day.

                                       2

<PAGE>

                  "CHANGE OF LAW" means the adoption, promulgation, modification
         or reinterpretation of any law, rule, regulation, ordinance, order or
         other Requirement of Law of any federal, state, county or local
         government, governmental agency, court, commission, department or other
         such entity which occurs subsequent to the date of execution of this
         Agreement but excluding any change in law relating to (i) taxation of
         net income or (ii) any requirement regarding reduction or control of
         nitrogen oxide (NOx), carbon dioxide or volatile organic materials
         under any Requirement of Law.

                  "COLD START" means a Successful Start-Up of a Reserved Unit
         before which such Reserved Unit has been off-line for 48 hours or more.

                  "COMED CONTROL AREA" means the ComEd electrical system bounded
         by interconnection (tie-line) metering and telemetry and wherein ComEd
         controls generation to maintain the system's interchange schedule with
         other control areas and contributes to frequency regulation of the
         interchange.

                  "COMED EMS" means the electronic hardware and software owned
         by ComEd and known as the "ComEd Energy Management System."

                  "COMED EVENT OF DEFAULT" has the meaning specified in Section
         14(b).

                  "COMED SYSTEM" the electric transmission and distribution
         system owned by ComEd and its affiliates.

                  "CONFIDENTIAL INFORMATION" has the meaning specified in
         Section 18.

                  "CONTRACT YEAR" means, in the case of the First Contract Year,
         the period beginning on the Effective Date and ending on the day prior
         to the first anniversary of such beginning date, if the Effective Date
         is the first day of a calendar month, or ending on the day prior to the
         first anniversary of the beginning of the month immediately following
         the Effective Date, if the Effective Date is not the first day of a
         month; and, in the case of subsequent Contract Years, means the period
         beginning on the day immediately following the end of the preceding
         Contract Year and ending on the day prior to the first anniversary of
         such beginning day. First Contract Year refers to the first such period
         commencing on the Effective Date; Second Contract Year refers to the
         second such period; and so on.

                  "DEFAULT RATE" means (i) the "Prime Rate" as published from
         time to time in the "Money Rates" section of THE WALL STREET JOURNAL,
         plus (ii) 2.5% (250 basis points) per annum.

                  "DESIGN LIMITS" means, with respect to a Reserved Unit, the
         items listed in Appendix B with respect to such Reserved Unit.

                                       3

<PAGE>

                  "EFFECTIVE DATE" means the date of this Agreement.

                  "ELECTRIC ENERGY" has the meaning specified in Section 4(a).

                  "EMERGENCY CONDITION" means a condition or situation which (i)
         in the sole judgment of ComEd (or any ISO) presents an imminent
         physical threat of danger to life, or significant threat to health or
         property, (ii) in the sole judgment of ComEd (or any ISO) could cause a
         significant disruption on or significant damage to the ComEd System (or
         any material portion thereof) or the transmission system of a third
         party (or any material portion thereof), (iii) in the sole judgment of
         Seller could cause significant damage to the equipment that constitutes
         the Station (or any material portion thereof) or (iv) in the sole
         judgment of ComEd could cause significant damage to the equipment
         located in the switchyard associated with the Station (or any material
         portion of such switchyard).

                  "ENERGY CHARGE" means an amount determined under Section
         7(a)(ii) in respect of a month.

                  "EO" means ComEd's Electric Operations Department.

                  "EO GENERATION DISPATCHER" means the Person so designated from
         time to time by ComEd as contemplated in Appendix D. Notice provisions
         for the EO Generation Dispatcher are contained in Appendix D.

                  "EQUIVALENT AVAILABILITY ADJUSTMENT FACTOR" means, for a
         Contract Year, one minus the sum of (i) the product of 0.17 multiplied
         by the number of Summer Months in such Contract Year in which the
         Equivalent Availability Factor of the Reserved Units is less than 80%,
         plus (ii) the product of 0.04 multiplied by the number of Non-Summer
         Months in such Contract Year in which the Equivalent Availability
         Factor of the Reserved Units is less than 80%. Any adjustment pursuant
         to the foregoing in respect of a partial month during the First
         Contract Year (as the result of the Effective Date occurring during a
         month) shall be prorated by multiplying it by a fraction, the numerator
         of which is the number of days from the Effective Date through the last
         day of such month and the denominator of which is the total number of
         days in such month.

                  "FERC" means the Federal Energy Regulatory Commission.

                  "FORCE MAJEURE EVENT" has the meaning specified in Section
          15(a).

                  "GOVERNMENTAL ACTION" has the meaning specified in Section
          15(a).

                  "GROUP" means, with respect to a Contract Year, all of the
         Reserved Units for such Contract Year.

                                       4

<PAGE>

                  "GROUP EAF" means the Equivalent Availability Factor of the
         Group, subject to the following adjustment and clarifications: (i) to
         the extent that Seller declares a Substitute Unit to be Available to
         ComEd for the generation of Electric Energy, the Available generating
         capacity of such Substitute Unit may be used to offset the Unavailable
         generating capacity of a Reserved Unit (up to (i) if such calculation
         is being performed for a Summer Month, 90% of the Net Dependable
         Capacity of such Reserved Unit as set forth in Appendix B or (ii) if
         such calculation is being performed for a Non-Summer Month, 75% of the
         Net Dependable Capacity of such Reserved Unit as set forth in Appendix
         B) for purposes of calculating Group EAF; (ii) for clarity and the
         avoidance of doubt, hours attributable to Planned Outages (including
         extensions), Maintenance Outages (including extensions) and Forced
         Outages shall be Unavailable hours for the purposes of calculating
         Group EAF; and (iii) Availability of a Reserved Unit shall be measured
         on the Station side of the Point of Delivery unless an event on the
         Station side of the Point of Delivery has caused equipment on the
         transmission system side of the Point of Delivery to be malfunctional
         or nonfunctional.

                  "HOT START" means a Successful Start-Up of a Reserved Unit
         before which such Reserved Unit has been off-line for eight hours or
         less.

                  "INTERCONNECTION AGREEMENT" means the Facilities,
         Interconnection and Easement Agreement dated as of the Effective Date
         between ComEd and Seller with respect to the Station.

                  "ISO" means any Person that becomes responsible under
         applicable FERC guidelines for the transmission system to which the
         Station is connected.

                  "LENDERS" means (i) any person or entity that, from time to
         time, has made loans to Seller, its permitted successors or permitted
         assigns for the financing or refinancing of a Station or which are
         secured by a Station, (ii) any holder of such indebtedness, (iii) any
         trustee on behalf of any such holders or (iv) any Person who purchases
         a Station in connection with a sale-leaseback or other lease
         arrangement in which the Seller is the lessee of such Station pursuant
         to a net lease.

                  "LOW LOAD CHARGES" means an amount determined under Section
         7(a)(iv) in respect of a month.

                  "MAIN" means the Mid-America Interconnected Network.

                  "MINIMUM LOAD" means the "Minimum Operating Level" for a
         Reserved Unit (below which it cannot operate in a stable manner) as set
         forth in Appendix B. Minimum Load for a Reserved Unit shall be measured
         in net megawatts.

                                       5

<PAGE>

                  "MINIMUM ENERGY AMOUNT" means, with respect to a Contract
         Year, the product of (i) 3,000,000 megawatt hours, multiplied by (ii) a
         fraction, the numerator of which is the Reserved Capacity for such
         Contract Year and the denominator of which is the 2,698 megawatts.

                  "MINIMUM TAKE TRUE-UP" means (i) the product of the Minimum
         Energy Amount for a Contract Year, multiplied by the Equivalent
         Availability Adjustment Factor for such Contract Year, multiplied by
         the megawatt hour charge for such Contract Year, as determined from the
         table in Section 7(a)(ii), less (ii) the aggregate amounts paid or
         payable by ComEd to Seller under Section 7(a)(ii) in respect of the
         months (including, in the case of the First Contract Year, any partial
         month) constituting such Contract Year.

                  "MONTHLY CAPACITY CHARGE" means an amount determined under
         Section 7(a) in respect of a month.

                  "NERC" means the North American Electric Reliability Council.

                  "NON-SUMMER MONTH" means any month other than a Summer Month.

                  "NON-SUMMER CAPACITY CHARGE" means, with respect to a
         Non-Summer Month, (i) $1,667 per megawatt-month during the First
         through Third Contract Years and (ii) $2,083 per megawatt-month during
         the Fourth and Fifth Contract Years.

                  "NON-SUMMER CAPACITY PAYMENT" means, for a Non-Summer Month,
         the sum of the following calculations for each Reserved Unit during
         such month: the result of (i) the product of (a) the Net Dependable
         Capacity of such Reserved Unit as determined from Appendix B,
         multiplied by (b) the Non-Summer Capacity Charge for such month,
         multiplied by (c) the Adjustment Factor for such month, minus (ii) the
         Regulation Adjustment for such Reserved Unit for such month.

                  "PERSON" means any individual, corporation, partnership, joint
         venture, limited liability company, association, joint stock company,
         trust, unincorporated organization, entity, government or other
         political subdivision.

                  "POINT OF DELIVERY" means the point of Electric Energy
         delivery from the Station to the ComEd System specified in the
         Interconnection Agreement.

                  "PRUDENT UTILITY PRACTICE" means any of the practices, methods
         and acts required or approved by any ISO or engaged in or approved by a
         significant portion of the electric utility industry in the United
         States of America during the relevant time period, or any of the
         practices, methods and acts which, in the exercise of reasonable
         judgment in light of the facts known at the time the decision was made,
         could have been expected to accomplish the desired result at a
         reasonable cost consistent with good business practices, reliability,
         safety

                                       6

<PAGE>

         and expedition. "Prudent Utility Practice" is not intended to be
         limited to the optimum practice, method or act to the exclusion of all
         others, but rather to be acceptable practices, methods or acts
         generally accepted in the United States of America.

                  "REGULATION ADJUSTMENT" means, with respect to a Reserved Unit
         for a given month, (i) if the Adjustment Factor for such Reserved Unit
         for such month is zero or the Service Hours for such Reserved Unit for
         such month are less than twenty-four, an amount equal to zero, or (ii)
         in all other cases, an amount equal to the RPV Adjustment.

                  "REQUIREMENT OF LAW" means any foreign, federal, state and
         local laws, statutes, regulations, rules, codes or ordinances enacted,
         adopted, issued or promulgated by any federal, state, local or other
         governmental authority or regulatory body (including those pertaining
         to electrical, building, zoning, environmental and occupational safety
         and health requirements) or a tariff filed with any federal, state,
         local or other governmental authority or regulatory body.

                  "RESERVED CAPACITY" means, with respect to a Contract Year,
         the aggregate Net Dependable Capacity of the Reserved Units (as set
         forth in Appendix B).

                  "RESERVED UNIT" means each, and "RESERVED UNITS" means all, of
         the generating units of the Station except those units with respect to
         which this Agreement has been terminated in accordance with Section 13.

                  "RAW RPV" means, with respect to a Reserved Unit, its
         (together with any Substitute Unit substituted for such Reserved Unit)
         "regulating performance value," which shall be calculated by ComEd EMS
         on a monthly basis in accordance with the methodology set forth in
         Appendix G.

                  "RPVACT" means, with respect to a Reserved Unit for a given
         month, the product of

                  Raw RPV x [(hours on AGC)/(Service Hours - Start-Up
         Adjustment)]

For purposes of the foregoing calculation, the term "START-UP ADJUSTMENT"
means, with respect to a given month, the sum of: [(2 hours) x (the number of
Hot Starts in such month)] + [(4 hours) x (the number of Warm Starts in such
month)]+ [(6 hours) x (the number of Cold Starts in such month)].

                  "RPV ADJUSTMENT" means, with respect to a Reserved Unit for a
         given month, the amount determined from the following:

<TABLE>
<CAPTION>

                                                                 RPV Adjustment
                                                                 --------------
                  <S>                                            <C>
                  If (RPVmin - RPVact) is less than zero         [(RPVmin - RPVact) x $5,330)]
                  If (RPVmin - RPVact) is zero                   zero

                                       7

<PAGE>

                  If (RPVmin - RPVact) is greater                [(RPVmin - RPVact) x $5,330]
                    than zero
</TABLE>

For purposes of the foregoing calculation, the term "RPVMIN" means the "Unit
RPV" listed for such Reserved Unit in Appendix B.

                  "SELLER'S EVENT OF DEFAULT" has the meaning specified in
         Section 14(a).

                  "START-UP AND SUPPORT CHARGES" means an amount determined
         under Section 7(a)(iii).

                  "STATION" means the Collins generating station being conveyed
         to Seller pursuant to the Asset Sale Agreement.

                  "SUBSTITUTE UNIT" means a generating unit (other than a
         combustion turbine generating unit or peaker that is subject to a power
         purchase agreement with ComEd) within the ComEd Control Area which is
         not a Reserved Unit under this Agreement at the time in question.

                  "SUCCESSFUL START-UP" means causing, at the request of ComEd,
         a generating unit to achieve electrical synchronization with the
         transmission provider's system to which the Station is interconnected
         and to maintain at least the Minimum Load for such generating unit for
         a period of two hours.

                  "SUMMER CAPACITY CHARGE" means, with respect to a Summer
         Month, (i) $6,666 per megawatt-month during the First through Third
         Contract Years and (ii) $8,333 per megawatt-month during the Fourth and
         Fifth Contract Years.

                  "SUMMER CAPACITY PAYMENT" means, for a Summer Month, the sum
         of the following calculations for each Reserved Unit during such month:
         the result of (i) the product of (a) the Net Dependable Capacity of
         such Reserved Unit, multiplied by (b) the Summer Capacity Charge for
         such month, multiplied by (c) the Adjustment Factor for such month,
         minus (ii) the Regulation Adjustment for such Reserved Unit for such
         month.

                  "SUMMER MONTH" means each of June, July, August and September.

                  "SUMMER PERIOD" means the period from May 15 through September
         15 or, if the Effective Date or the Termination Date falls from May 15
         through September 15 of a given year, then for the resulting shorter
         period for such year.

                  "TERM" has the meaning specified in Section 2.

                                       8

<PAGE>

                  "TERMINATION DATE" means the earlier of (i) the day
         immediately preceding the fifth anniversary of the Effective Date if
         the Effective Date is the first day of a month and otherwise the day
         immediately preceding the fifth anniversary of the first day of the
         month immediately following the Effective Date and (ii) the date on
         which this Agreement is terminated by a Party pursuant to its terms.

                  "WARM START" means a Successful Start-Up of a Reserved Unit
         before which such Reserved Unit has been off-line for more than eight
         hours, but less than 48 hours.

                  (b)    INTERPRETATION.  In this Agreement, unless a clear
         contrary intention appears:

                  (i)    the singular includes the plural and vice versa;

                  (ii)   reference to any Person includes such Person's
         successors and assigns but, in the case of a Party, only if such
         successors and assigns are permitted by this Agreement, and reference
         to a Person in a particular capacity excludes such Person in any other
         capacity or individually;

                  (iii)  reference to any gender includes each other gender;

                  (iv)   reference to any agreement (including this Agreement),
         document, instrument or tariff means such agreement, document,
         instrument or tariff as amended or modified and in effect from time to
         time in accordance with the terms thereof and, if applicable, the terms
         hereof,

                  (v)    reference to any Requirement of Law means such
         Requirement of Law as amended, modified, codified or reenacted, in
         whole or in part, and in effect from time to time, including, if
         applicable, rules and regulations promulgated thereunder;

                  (vi)   reference to any Section or Appendix means such Section
         of this Agreement or such Appendix to this Agreement, as the case may
         be, and references in any Section or definition to any clause means
         such clause of such Section or definition;

                  (vii)  "hereunder", "hereof", "hereto" and words of similar
         import shall be deemed references to this Agreement as a whole and not
         to any particular Section or other provision hereof or thereof,

                  (viii) "including" (and with correlative meaning "include")
         means including without limiting the generality of any description
         preceding such term; and

                  (ix)   relative to the determination of any period of time,
         "from" means "from and including", "to" means "to but excluding" and
         "through" means "through and including".

                                       9

<PAGE>

                  (c)    LEGAL REPRESENTATION OF PARTIES. This Agreement was
negotiated by the Parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Agreement to be
construed or interpreted against any Party shall not apply to any construction
or interpretation hereof or thereof.

                  (d)    TITLES AND HEADINGS. Section and Appendix titles and
headings in this Agreement are inserted for convenience of reference only and
are not intended to be a part of, or to affect the meaning or interpretation
of, this Agreement.

2.       TERM

                  This Agreement shall have a term (the "TERM") commencing on
the Effective Date and ending on the Termination Date. The provisions of
Sections 6(e) (Fuel Source and Emissions Reports), 6(f) (Records), 10
(Limitation of Liability), 11 (Disagreements), 14 (Default, Termination and
Remedies), and 16 (Indemnification) shall survive the termination of this
Agreement.

3.       GENERATING CAPACITY

                  Subject to the terms and conditions of this Agreement,
Seller shall, consistent with Prudent Utility Practice, cause the aggregate
Net Dependable Capacity of the Reserved Units during a Contract Year to be
not less than the Reserved Capacity for such Contract Year.

4.       ELECTRIC ENERGY SUPPLY

                  (a)    CHARACTER. All electric energy which Seller shall
sell and deliver to ComEd from a Reserved Unit (or a Substitute Unit)
hereunder (such electric energy being referred to herein as the "ELECTRIC
ENERGY") shall be consistent with the requirements of Section 5.7 of the
Interconnection Agreement.

                  (b)    SUPPLY. Subject to the terms and conditions of this
Agreement, Seller shall make available at the Point of Delivery to ComEd for
delivery and sale, and ComEd may receive and purchase from Seller, Electric
Energy. If a Reserved Unit is not Available, Seller may use a Substitute Unit
to fulfil such obligation; PROVIDED, HOWEVER, that (i) if such Substitute
Unit is not located within the Station, Seller shall be responsible for
arranging transmission service for delivery to the Station from such
Substitute Unit and (ii) such Substitute Unit shall have an RPVmin not less
than the Unavailable Reserved Unit. ComEd shall not be obligated to receive
or purchase any Electric Energy from Seller except such Electric Energy as is
dispatched by ComEd pursuant to Section 4(c).

                  (c)    DISPATCH. ComEd may dispatch the delivery of
Electric Energy from each Reserved Unit (or Substitute Unit) in accordance
with the provisions set forth in Appendix D at a rate up to such Reserved
Unit's Net Dependable Capacity as set forth in Appendix B or such Substitute
Unit's Net Dependable Capacity, as the case may be (or such greater or lesser
rate as

                                       10

<PAGE>

Seller may from time to time declare to be Available in accordance with
Section 3 of Appendix D), at any time when such Reserved Unit is so declared
by Seller to be Available.

                  (d)    ENERGY IMBALANCE.  ComEd shall hold Seller harmless
from any energy imbalance charges that result from ComEd's dispatch orders under
this Agreement.

5.       METERING; BILLING; PAYMENT

                  (a)    METERING. All Electric Energy delivered by Seller to
ComEd from the Station under this Agreement shall be metered at billing meter
installations provided, installed, owned, maintained and tested as provided
in Section 5.18 of the Interconnection Agreement. At Sellers option and
expense, back-up meters and associated metering equipment independent of the
Metering Equipment may be installed at the Station and such back-up meters
and metering equipment shall be used in accordance with the practices and
procedures established by the Parties for billing adjustments of discovered
billing meter inaccuracies. Any such back-up meters may be tested by ComEd at
Seller's expense, and any inaccuracies shall be handled as provided in
Section 5.18 of the Interconnection Agreement. All Electric Energy delivered
by Seller to ComEd from a Substitute Unit not located at the Station shall be
metered at billing meter installations provided, installed, owned, maintained
and tested by ComEd, if available, and otherwise at the billing meter
installation available at the site where the Substitute Unit is located. In
the event that ComEd's billing meters are not in service, ComEd will use
meter information from the meters it uses for dispatch for the period that
the billing meters are unavailable and provide the information to Seller. As
soon as practicable but in any event no later than five Business Days after
the end of each calendar month, ComEd shall provide Seller with information
from the billing meter installations owned or controlled by ComEd for
Seller's use in preparing billing statements and Seller shall have the right
to witness such meter readings and testing.

                  (b)    METER INACCURACIES. ComEd shall provide to Seller
copies of all routine meter calibration test results. If any test of the
billing meters by ComEd or Seller discloses an inaccuracy of more than 0.5%
fast or 0.5% slow, then a billing adjustment shall be made to correct for the
inaccuracy. For purpose of the billing adjustment, if the inaccuracy is
traceable to a specific event or occurrence at a reasonably ascertainable
time, then the adjustment shall extend back to that time; otherwise, it shall
be assumed that the error has existed for a period equal to one-half of the
time elapsed since the meter was installed or one-half of the time since the
last meter test, whichever is later. At any metering location, should the
billing meter at any time fail to register, the delivered Electric Energy
shall be determined by ComEd from the best available data, unless Seller
objects within 30 days. Such disagreements shall be resolved pursuant to
Section 11.

                  (c)    BILLING. As soon as practicable after the end of
each calendar month during the Term and after the Termination Date, Seller
shall render a statement to ComEd for the amounts due in respect of such
month under Section 7, which statement shall contain reasonable detail
showing the manner in which the Monthly Capacity Charge, Energy Charge,
Start-Up and Support Charges, Low Load Charges and any Minimum Take True-Up
were determined.

                                       11
<PAGE>

                  Billings for Electric Energy shall be based on ComEd revenue
quality meter information or, if such meters are not yet in service, on
information from the meters that ComEd uses for dispatch. The amount due to
Seller as shown on any such monthly statement rendered by Seller shall be paid
by ComEd within fifteen Business Days after the date such statement is rendered
to ComEd by electronic means to an account specified by Seller. Any amount not
paid when due shall bear interest from the due date until paid at the Default
Rate.

                  (d)    BILLING DISPUTES.

                  (i)    If ComEd questions or contests the amount of any amount
         claimed by Seller to be due under Section 7 of this Agreement, ComEd
         shall make such payment under protest and thereafter shall be
         reimbursed by Seller for any amount in error after resolution of the
         dispute in accordance with Section 5(d)(ii).

                  (ii)   In the event that ComEd, by timely notice to Seller,
         questions or contests the correctness of any charge or payment claimed
         to be due by Seller, Seller shall promptly review the questioned charge
         or payment and shall notify ComEd, within fifteen Business Days
         following receipt by Seller of such notice from ComEd, of the amount of
         any error and the amount of any reimbursement that ComEd is entitled to
         receive in respect of such alleged error. Any disputes not resolved
         within fifteen Business Days after Seller's receipt of notice from
         ComEd shall be resolved in accordance with Section 11. Upon
         determination of the correct amount of any reimbursement, such amount
         shall be promptly paid by Seller.

                  (iii)   Reimbursements made by Seller to ComEd under this
         Section 5(d) shall include interest from the date the original payment
         was made until the date such reimbursement together with interest is
         made, which interest shall accrue at the Default Rate.

6.       OPERATION OF RESERVED UNITS

                  (a)   STANDARD OF OPERATION. Consistent with Prudent Utility
Practice, Seller shall operate each Reserved Unit in accordance with (i) the
applicable practices, methods, acts, guidelines, standards and criteria of MAIN,
NERC, any ISO and any successors to the functions thereof; (ii) the requirements
of the Interconnection Agreement; and (iii) all applicable Requirements of Law.
Seller will maintain all certifications, permits, licenses and approvals
necessary to operate and maintain each Reserved Unit and to perform its
obligations under this Agreement during the Term.

                  (b)    ELECTRIC ENERGY GENERATION.

                  (i)    During a Contract Year, ComEd shall have the right to
         receive and purchase Electric Energy represented by the Reserved
         Capacity of each Reserved Unit for such Contract Year. To the extent
         that ComEd has not dispatched the full Reserved Capacity of

                                      12

<PAGE>

         the Reserved Units, Seller may sell the electric energy represented by
         such undispatched Reserved Capacity to third parties subject to the
         following requirements:

                  (w)    if such undispatched Reserved Capacity relates to a
                         Reserved Unit which:

                         (i)   has been synchronized to the ComEd System and is
                  delivering Electric Energy at the request of ComEd, the EO
                  Generation Dispatcher must have released such undispatched
                  capacity to Seller and any sales of electric energy from such
                  capacity shall be cancellable by Seller upon not more than ten
                  minutes notice through GCM from the EO Generation Dispatcher;

                         (ii)  is off-line at the request of the EO Generation
                  Dispatcher and is operating in a two-hour start-up standby
                  mode at the request of ComEd, then any sales of electric
                  energy from such undispatched capacity shall be cancellable by
                  Seller upon not more than two hours notice through GCM from
                  the EO Generation Dispatcher;

                         (iii) is off-line at the request of the EO Generation
                  Dispatcher and is operating in an eight-hour start-up standby
                  mode at the request of ComEd, then any sales of electric
                  energy from such undispatched capacity shall be cancellable by
                  Seller upon not more than eight hours notice through GCM from
                  the EO Generation Dispatcher; or

                         (iv)  is off-line at the request of the EO Generation
                  Dispatcher and is not operating in a start-up standby mode at
                  the request of ComEd, then any sales of electric energy from
                  such undispatched capacity shall be cancellable by Seller upon
                  not more than twenty-four hours notice through GCM from the EO
                  Generation Dispatcher.

                  (x)    Seller shall be responsible for arranging transmission
         service for any deliveries of electric energy contemplated by any such
         sales to third parties (it being understood that this Agreement does
         not grant any rights of access to, or use of, any transmission
         service);

                  (y)    the delivery of electric  energy  contemplated  by any
         such sales to third parties shall be in accordance with the provisions
         of the Interconnection Agreement; and

                  (z)    Seller shall schedule the sale of any energy so
         released through EO and shall respond to any recall of such energy by
         EO within the applicable time period specified in Section 6(b)(i)(w).

No sales of electric energy shall be made to any Person from a Reserved Unit (or
any portion thereof) declared by Seller to be Unavailable.

                                      13

<PAGE>

                  (ii)   In the event that a Reserved Unit shall have electric
         generation capacity in excess of its Net Dependable Capacity set forth
         in Appendix B, Seller may offer and sell such capacity and associated
         electric energy to third parties on such terms as Seller shall
         determine in its sole discretion. Seller shall be responsible for
         arranging transmission service for any deliveries of electric energy
         contemplated by any such sales to third parties (it being understood
         that this Agreement does not grant any rights of access to, or use of,
         any transmission service); and the delivery of electric energy
         contemplated by any such sales to third parties shall be in accordance
         with the provisions of the Interconnection Agreement. It is further
         understood that, in the event that any such sales to third parties
         shall be made and there shall be a derating in the associated Reserved
         Unit, such sales shall be curtailed in full before any curtailment of
         Electric Energy dispatched by ComEd from such Reserved Unit as a result
         of such derating.

                  (iii)  Seller may not sell Ancillary Services with respect to
         any undispatched Reserved Capacity referred to in Section 6(b)(i) or
         with respect to any excess capacity referred to in Section 6(b)(ii).

                  (c)    OUTAGES

                  (i)    PLANNED OUTAGES. On or prior to the Effective Date,
         Seller shall submit to ComEd a proposed schedule of Planned Outages
         (including Planned Deratings) scheduled by Seller for the following
         three Contract Years for the Reserved Units at the Station, which
         schedule shall be supplemented by Seller every six months following
         the Effective Date by notice to the EO Generation Dispatcher to
         extend the period covered by such schedule by six months; PROVIDED,
         HOWEVER, that no Planned Outage may be scheduled to cover any portion
         of a Summer Period. Such schedule, and each supplement thereto, shall
         indicate the planned start and completion dates for each Planned
         Outage shown during the period covered thereby and the amount of
         generating capacity that will be affected. Within sixty days of
         receipt of such schedule or any supplement thereto, ComEd may request
         reasonable modifications therein. Seller and ComEd shall work
         together to schedule Planned Outages to meet their mutual
         requirements; however, it is understood that in the event of a
         disagreement on such scheduling, ComEd will have the right to resolve
         such disagreements as it reasonably determines to be appropriate in
         accordance with Prudent Utility Practice. In addition, ComEd may at
         any time request, and Seller shall make, changes to such schedule or
         any such supplement if ComEd deems such changes to be necessary,
         PROVIDED THAT, Seller shall not be required in connection with any
         such change to split a single Planned Outage into more than one
         outage or to reduce the duration of a Planned Outage; PROVIDED
         FURTHER that, except for changes requested during the first six
         months of the Term, such changes do not affect any Planned Outages
         during the six months immediately following Seller's receipt of such
         request; and PROVIDED FURTHER, that if Seller reasonably incurs
         increased costs as a result of ComEd's request to reschedule a
         Planned Outage, ComEd shall reimburse Seller for the actual,
         documented increased out-of-pocket costs. At least one week prior to
         any Planned Outage, Seller shall orally notify the EO Generation
         Dispatcher of the expected start date of

                                      14

<PAGE>

         such Planned Outage, the amount of generating capacity at the
         Reserved Units which will not be available to ComEd during such
         Planned Outage, and the expected completion date of such Planned
         Outage. Seller shall orally notify the EO Generation Dispatcher
         promptly of any subsequent changes in such generating capacity not
         available or any subsequent changes in the Planned Outage completion
         date. As soon as practicable, all such oral notifications shall be
         confirmed in writing.

                  (ii)   MAINTENANCE OUTAGES. To the extent that during any
         Contract Year Seller needs to schedule a Maintenance Outage, Seller
         shall notify the EO Generation Dispatcher of such outage and shall plan
         such outage of generating capacity and use reasonable efforts to
         accommodate the requirements and service obligations of ComEd. Notice
         of a proposed Maintenance Outage shall include the expected start date
         of the outage, the amount of unavailable generating capacity of the
         Reserved Units and the expected completion date of the outage, and
         shall be given to ComEd at the time the need for the outage is
         determined by Seller. ComEd shall promptly respond to such notice and
         may request reasonable modifications in the schedule for the outage to
         accommodate the requirements and service obligations of ComEd. Seller
         shall use reasonable efforts to comply with such requested
         modifications and shall, if requested by ComEd, reschedule its
         Maintenance Outages, PROVIDED THAT it may do so in accordance with
         Prudent Utility Practice. Seller shall notify the EO Generation
         Dispatcher promptly of any subsequent changes in such generating
         capacity not available to ComEd or any subsequent changes in such
         outage completion date. As soon as practicable, any such notifications
         given orally shall be confirmed in writing.

                  (iii)  FORCED OUTAGES. Seller shall provide to the EO
         Generation Dispatcher immediately an oral report of any Forced Outage
         (including Forced Deratings) of the Reserved Units, which report shall
         include the amount of generating capacity at the Reserved Units
         unavailable because of such Forced Outage and the expected return date
         of such generating capacity, and shall update such report by notice to
         the EO Generation Dispatcher promptly as necessary to advise ComEd of
         changed circumstances. As soon as practicable, all such oral reports
         shall be confirmed in writing.

                  (iv)   INFORMATION RELATED TO OUTAGES. In addition to the
         foregoing, Seller shall provide to the EO Generation Dispatcher
         information relating to outages of generating capacity at the Station
         which would affect Seller's ability to deliver Electric Energy from any
         Reserved Unit.

                  (d)    OPERATING CHARACTERISTICS. The operating
characteristics of each Reserved Unit shall be consistent with the Design
Limits for such Reserved Unit set forth in Appendix B unless otherwise
mutually agreed by the Parties. Any changes to such operating characteristics
which may affect the delivery of Electric Energy pursuant to this Agreement
must be agreed by the Parties. Seller shall reduce, curtail or interrupt
electrical generation at the Station in accordance with Prudent Utility
Practice or take other appropriate action in accordance with the applicable
provisions of the Interconnection Agreement which in the reasonable judgment
of ComEd may be necessary

                                      15

<PAGE>

to operate, maintain and protect the ComEd System or the transmission system
of another utility during an Emergency Condition or in the reasonable judgment
of Seller may be necessary to operate, maintain and protect the equipment at
the Station during an Emergency Condition.

                  (e)    FUEL SOURCE AND EMISSIONS REPORTS. Seller shall
provide ComEd with information concerning Seller's fuel sources and emissions
(including carbon dioxide, nitrous oxides and sulfur dioxide emissions) as
reasonably requested by ComEd in order to allow ComEd to meet its statutory
reporting obligations (including those reporting obligations imposed by
Section 16-127 of the Illinois Public Utilities Act and associated rules of
the Illinois Commerce Commission) in respect of such information to
governmental bodies, customers or other Persons.

                  (f)    RECORDS. Each Party shall keep and maintain all
records as may be necessary or useful in performing or verifying any
calculations or charges made pursuant to this Agreement, or in verifying such
Party's performance hereunder. All such records shall be retained by each
Party for at least three calendar years following the calendar year in which
such records were created. Each Party shall make such records available to the
other Party for inspection and copying at the other Party's expense, upon
reasonable notice during such Party's regular business hours. Each Party and
its agents, including auditors, shall have the right, upon thirty days written
notice prior to the end of an applicable three calendar year period to request
copies of such records. Each Party shall provide such copies, at the other
Party's expense, within thirty days of receipt of such notice or shall make
such records available to the other Party and its agents, including auditors,
in accordance with the foregoing provisions of this Section.

7.       COMPENSATION

                  (a)    MONTHLY  CHARGES.  ComEd shall pay to Seller,  in
respect of each calendar  month during the Term, the following amounts:

                  (i)    MONTHLY CAPACITY CHARGE. A Monthly Capacity Charge
         equal to the Summer Capacity Payment, if such month is a Summer
         Month, or the Non-Summer Capacity Payment, if such month is a
         Non-Summer Month; PROVIDED, HOWEVER, if the first month of the First
         Contract Year is a partial month (as a result of the Effective Date
         occurring during a month), the amount payable under this Section
         7(a)(i) in respect of such partial month shall be prorated by
         multiplying it by a fraction, the numerator of which is the number of
         days from the Effective Date through the last day of such month and
         the denominator of which is the total number of days in such month.

                  (ii)   ENERGY CHARGE. An amount equal to the product of (x)
         the Electric Energy (expressed in megawatt hours) sold to ComEd under
         this Agreement during such month, multiplied by (y) the megawatt hour
         charge applicable to such Electric Energy as determined from the
         following table:

                                      16

<PAGE>


<TABLE>
<CAPTION>

                                        Energy Charge
                        ==============================================
                          Contract Year             ($/Megawatt Hour)
                        <S>                         <C>
                                1                         $30

                                2                          31

                                3                          32

                                4                          33

                                5                          34

</TABLE>

                  (iii)  START-UP AND SUPPORT CHARGES.  An amount equal to the
         sum of:


                         (1)   the product of (x) the number of Cold Starts for
                  each Reserved Unit during such month, multiplied by (y)
                  $10,700, plus

                         (2)   the product of (x) the number of Warm Starts for
                  each Reserved Unit during such month, multiplied by (y)
                  $7,500, plus

                         (3)   the product of (x) the number of Hot Starts for
                  each Reserved Unit during such month, multiplied by (y)
                  $3,700, plus

                         (4)   the product of (x) the number of hours (if any)
                  during such month that a Reserved Unit was operated in the
                  two-hour start-up standby mode at the request of ComEd,
                  multiplied by (y) a fraction, the numerator of which is
                  $30,000 and the denominator of which is 24, plus

                         (5)   the product of (x) the number of hours (if any)
                  during such month that a Reserved Unit was operated in the
                  eight-hour start-up standby mode at the request of ComEd,
                  multiplied by (y) a fraction, the numerator of which is
                  $15,000 and the denominator of which is 24.

                  (iv)   LOW LOAD CHARGES. An amount equal to the sum of the
         following calculations for each Reserved Unit during such month: the
         product of (1) the number of megawatt hours (if any) during such month
         that such Reserved Unit was operated at the request of ComEd within the
         range set forth opposite such Reserved Unit in the following table and
         (2) the Low Load Charge set forth opposite such Reserved Unit in such
         table; PROVIDED, HOWEVER, that no Low Load Charge shall be due if, due
         to a derating (not directed by ComEd), the Reserved Unit is unable to
         operate above the Low Load Range specified in the table below.

                                      17

<PAGE>


<TABLE>
<CAPTION>

                 ================================================================
                 Generating Unit         Load Range             Low Load Charge
                                         (Net MWs)          ($ per Megawatt-hour)
                 ================================================================
                 <S>                     <C>                <C>
                 Unit 1                    44-78                      $15
                 ----------------------------------------------------------------
                 Unit 2                    42-78                      15
                 ----------------------------------------------------------------
                 Unit 3        24 GREATER THAN OR EQUAL TO  45        40
                               45 GREATER THAN OR EQUAL TO  79        10
                 ----------------------------------------------------------------
                 Unit 4        24 GREATER THAN OR EQUAL TO  45        40
                               45 GREATER THAN OR EQUAL TO  79        10
                 ----------------------------------------------------------------
                 Unit 5        24 GREATER THAN OR EQUAL TO  45        40
                               45 GREATER THAN OR EQUAL TO  79        10
                 ================================================================

</TABLE>

                  (v)    ANCILLARY SERVICES. There shall not be any additional
         charges payable by ComEd or otherwise in respect of the Ancillary
         Services described in Section 9.

                  (b)    MINIMUM TAKE TRUE-UP. The amount otherwise payable
under Section 7(a)(ii) in respect of the last month of a Contract Year shall
be subject to upward adjustment to reflect the Minimum Take True-Up, if any.

8.       TESTING

                  Capability evaluations of the Reserved Units may be conducted
by ComEd at reasonable intervals. Such evaluations shall consist of a period of
one hour during which ComEd may request the Net Dependable Capacity of a
Reserved Unit to generate Electric Energy for delivery to the ComEd System. Once
a test period has been initiated, it must last one hour unless ComEd and the
Station general manager mutually agree to a shorter duration. In addition, ComEd
may request not more than once per Contract Year that a Reserved Unit undergo a
generating test as specified in Guide No. 3A of MAIN (a copy of which is
attached as Appendix C). No tests will be conducted or continued which, in the
opinion of Seller, should not be conducted or continued in accordance with
Prudent Utility Practice. If Seller prevents or discontinues a test in
accordance with Prudent Utility Practice, ComEd shall have the right to retest
the affected Reserved Unit upon prior notice to Seller. Seller shall have the
right to retest any Reserved Unit after the failure of any test performed at the
request of ComEd pursuant to this Section 8.

9.       ANCILLARY SERVICES

                  As directed by ComEd, Seller shall provide the following
additional services (the "ANCILLARY SERVICES") with respect to the Reserved
Capacity (subject to any sale(s) of electric energy made by Seller to third
parties to the extent permitted under Section 6(b)(i) or (ii)):

                                      18

<PAGE>

                  (a)    Reactive supply and voltage control from generation
                         sources
                  (b)    Regulation and frequency response
                  (c)    Operating reserve - spinning
                  (d)    Operating reserve - supplemental

The requirements of these services shall be as stated in ComEd's Open Access
Transmission Tariff as filed with FERC, and any other Requirements of Laws and
any requirements of MAIN, NERC, any ISO and any successors to the functions
thereof.

10.      LIMITATION OF LIABILITY

                  In no event or under any circumstances shall either Party
(including such Party's affiliates and such Party's and such affiliates'
respective directors, officers, employees and agents) be liable to the other
Party (including such Party's affiliates and such Party's and such affiliates'
respective directors, officers, employees and agents) for any special,
incidental, exemplary, indirect, punitive or consequential damages or damages in
the nature of lost profits, whether such loss is based on contract, warranty or
tort (including intentional acts, errors or omissions, negligence, indemnity,
strict liability or otherwise). A Party's liability under this Agreement shall
be limited to direct, actual damages, and all other damages at law or in equity
are waived.

                  Notwithstanding the foregoing provisions of this Section or
any other Section hereof, if

                  (i)    ComEd dispatches the delivery of Electric Energy from a
         Reserved Unit in accordance with the provisions hereof (other than
         during a ComEd Event of Default under Section 14(b)(i)) and Seller
         fails to provide all of the Electric Energy so dispatched by ComEd, or

                  (ii)   if Seller fails to declare a Reserved Unit Available at
         its Net Dependable Capacity,

and, during such failure, Seller sells or provides electric energy from the
Reserved Unit to any Person other than ComEd (including Seller but excluding
provision or use of electric energy by Seller solely for use at the Station),
ComEd shall, in addition to any rights it has to an adjustment of payments
otherwise due hereunder or to terminate this Agreement, be entitled to
reimbursement by Seller for all of ComEd's out-of-pocket costs related to or
resulting from such failure by Seller, including:

                  (w)    the costs to purchase and transmit electric energy in
         substitution for the subject Electric Energy to the extent such costs
         exceed the costs that would have been due hereunder had, in the case of
         a failure under clause (i) above, Seller provided the Electric Energy
         dispatched by ComEd, or the costs to purchase and transmit electric
         energy in substitution for the Net Dependable Capacity (as set forth in
         Appendix B) from the subject

                                      19

<PAGE>

         Reserved Unit to the extent such costs exceed the costs that would
         have been due hereunder had, in the case of a failure under clause (ii)
         above, Seller declared such Reserved Unit Available and ComEd had
         dispatched Electric Energy from such Reserved Unit in each case in an
         amount inclusive of the electric energy sold to such Person;

                  (x)    any and all amounts paid (whether in the form of cash
         payments, bill credits, tariff adjustments or otherwise) by ComEd to
         its customers pursuant to statute, tariff, order of a tribunal of
         competent jurisdiction or other Requirement of Law because ComEd was
         unable to provide electric energy to any of its customers to the extent
         that all or any part of such inability could reasonably have been
         expected to have been avoided absent such failure by Seller;

                  (y)    attorneys', consultants' and witnesses' fees incurred
         by ComEd in connection with a regulatory or judicial investigation or
         proceeding of any kind related to or resulting from an inability of
         ComEd to provide electric energy to any of its customers to the extent
         that all or any part of such inability could reasonably have been
         expected to have been avoided absent such failure by Seller; and

                  (z)    any other amounts owed to third parties because of
         ComEd's inability to deliver electric energy if all or any part of such
         inability could reasonably have been expected to have been avoided
         absent such failure by Seller.

In addition, if ComEd is unable to provide electric energy to any customer or
third party and all or part of such inability could reasonably have been
expected to have been avoided absent such failure by Seller, ComEd will suffer
significant damages in addition to its out-of-pocket costs, the quantification
of which is difficult to ascertain. Accordingly, if ComEd is unable to provide
electric energy to any customer or third party and all or any part of such
inability could reasonably have been expected to have been avoided absent such
failure by Seller, and, during such failure by Seller, Seller sells or provides
electric energy from the subject Reserved Unit to any Person other than ComEd
(including Seller but excluding provision or use of electric energy by Seller
solely for use at the Station), Seller shall pay for each occurrence, in
addition to the out-of-pocket costs described above, liquidated damages to ComEd
in the amount of $25,000 for each megawatt of Net Dependable Capacity (as set
forth in Appendix B) for the relevant Reserved Unit.

11.      DISAGREEMENTS

                  (a)    ADMINISTRATIVE COMMITTEE PROCEDURE. Except to the
extent otherwise provided in Section 5(d), if any disagreement arises on
matters concerning this Agreement, the disagreement shall be referred to one
representative of each Party, who shall attempt to timely resolve the
disagreement. If such representatives can resolve the disagreement, such
resolution shall be reported in writing to and shall be binding upon the
Parties. If such representatives cannot resolve the disagreement within a
reasonable time, or a Party fails to appoint a representative within 10 days

                                      20

<PAGE>

of written notice of the existence of a disagreement, then the matter shall
proceed to arbitration as provided in Section 11(b).

                  (b)    ARBITRATION. If pursuant to Section 11(a), the Parties
are unable to resolve a disagreement arising on a matter pertaining to this
Agreement, such disagreement shall be settled by arbitration in Chicago,
Illinois. The arbitration shall be governed by the United States Arbitration
Act (9 U.S.C. Section 1 ET SEQ.), and any award issued pursuant to such
arbitration may be enforced in any court of competent jurisdiction. This
agreement to arbitrate and any other agreement or consent to arbitrate entered
into in accordance herewith will be specifically enforceable under the
prevailing arbitration law of any court having jurisdiction. Notice of demand
for arbitration must be filed in writing with the other Party to this
Agreement. Arbitration shall be conducted as follows:

                  (i)    Either Party may give the other Party written notice in
         sufficient detail of the disagreement and the specific provision of
         this Agreement under which the disagreement arose. The demand for
         arbitration must be made within a reasonable time after the
         disagreement has arisen. In no event may the demand for arbitration be
         made if the institution of legal or equitable proceedings based on such
         disagreement is barred by the applicable statute of limitations. Any
         arbitration related to this Agreement may be consolidated with any
         other arbitration proceedings related to this Agreement.

                  (ii)   The Parties shall attempt to agree on a person with
         special knowledge and expertise with respect to the matter at issue to
         serve as arbitrator. If the Parties cannot agree on an arbitrator
         within ten days, each shall then appoint one person to serve as an
         arbitrator and the two thus appointed shall select a third arbitrator
         with such special knowledge and expertise to serve as Chairman of the
         panel of arbitrators; and such three arbitrators shall determine all
         matters by majority vote; PROVIDED, HOWEVER, if the two arbitrators
         appointed by the Parties are unable to agree upon the appointment of
         the third arbitrator within five days after their appointment, both
         shall give written notice of such failure to agree to the Parties, and,
         if the Parties fail to agree upon the selection of such third
         arbitrator within five days thereafter, then either of the Parties upon
         written notice to the other may require appointment from, and pursuant
         to the rules of, the Chicago office of the American Arbitration
         Association for commercial arbitration. Prior to appointment, each
         arbitrator shall agree to conduct such arbitration in accordance with
         the terms of this Agreement.

                  (iii)  The Parties shall have sixty days from the appointment
         of the arbitrator(s) to perform discovery and present evidence and
         argument to the arbitrator(s). During that period, the arbitrator(s)
         shall be available to receive and consider all such evidence as is
         relevant and, within reasonable limits due to the restricted time
         period, to hear as much argument as is feasible, giving a fair
         allocation of time to each Party to the arbitration. The arbitrator(s)
         shall use all reasonable means to expedite discovery and to sanction
         noncompliance with reasonable discovery requests or any discovery
         order. The arbitrator(s) shall not consider any evidence or argument
         not presented during such period and shall not extend such period
         except by the written consent of both Parties. At the conclusion of
         such period,

                                      21

<PAGE>

         the arbitrator(s) shall have forty-five calendar days to reach a
         determination. To the extent not in conflict with the procedures set
         forth herein, which shall govern, such arbitration shall be held in
         accordance with the prevailing rules of the Chicago office of the
         American Arbitration Association for commercial arbitration.

                  (iv)   The arbitrator(s) shall have the right only to
         interpret and apply the terms and conditions of this Agreement and to
         order any remedy allowed by this Agreement, but may not change any
         term or condition of this Agreement, deprive either Party or any right
         or remedy expressly provided hereunder, or provide any right or remedy
         that has been expressly excluded hereunder.

                  (v)    The arbitrator(s) shall give a written decision to the
         Parties stating their findings of fact and conclusions of law, and
         shall furnish to each Party a copy thereof signed by him (them) within
         five calendar days from the date of their determination. The
         arbitrator's(s') decision shall be final and binding upon the Parties.

                  (vi)   Each Party shall pay the cost of the arbitrator(s) with
         respect to those issues as to which they do not prevail, as determined
         by the arbitrator(s).

                  (c)    OBLIGATIONS TO PAY CHARGES AND PERFORM. If a
disagreement should arise on any matter which is not resolved as provided in
Section 11(a), then, pending the resolution of the disagreement by arbitration
as provided in Section 11(b), Seller shall continue to operate the Reserved
Units in a manner consistent with the applicable provisions of this Agreement
and ComEd shall continue to pay all charges and perform all other obligations
required in accordance with the applicable provisions of this Agreement.

                  (d)    PRELIMINARY INJUNCTIVE RELIEF. Nothing in this
Section 11 shall preclude, or be construed to preclude, the resort by either
Party to a court of competent jurisdiction solely for the purposes of securing
a temporary or preliminary injunction to preserve the status quo or avoid
irreparable harm pending arbitration pursuant to this Section 11.

                  (e)    SETTLEMENT DISCUSSIONS. The Parties agree that no
statements of position or offers of settlement made in the course of the
dispute process described in this Section 11 will be offered into evidence for
any purpose in any litigation or arbitration between the Parties, nor will any
such statements or offers of settlement be used in any manner against either
Party in any such litigation or arbitration. Further, no such statements or
offers of settlement shall constitute an admission or waiver of rights by
either Party in connection with any such litigation or arbitration. At the
request of either Party, any such statements and offers of settlement, and all
copies thereof, shall be promptly returned to the Party providing the same.

                                      22

<PAGE>


12.      ASSIGNMENT; TRANSFER OF STATION

                  (a)   ASSIGNMENT. Neither Party may assign its rights or
obligations under this Agreement without the prior written consent of the
other Party, which shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, ComEd shall have the right to assign its
rights and obligations hereunder without the consent of Seller to (i) any
entity that has a net worth of at least $500 million and credit ratings for
long-term secured debt from Standard & Poor's Ratings Group of BBB- or higher
and from Moody's Investors Service, Inc. of Baa3 or higher or (ii) any
affiliate of ComEd. For the purposes of this Section 12(a), any direct
transfer or series of direct transfers (whether voluntary or by operation of
law) of a majority of the outstanding voting equity interests of Seller (or
any entity or entities directly or indirectly holding a majority of the
outstanding voting equity interests of Seller) to any party other than an
affiliate controlled by, or under common control with, Seller shall be deemed
an assignment of this Agreement.

                  (b)   COLLATERAL ASSIGNMENT. Notwithstanding the above,
ComEd hereby consents to the assignment by Seller of a security interest in
this Agreement to any Lenders; PROVIDED THAT Owner shall have provided notice
of any such assignment to ComEd. ComEd further agrees to execute
documentation to evidence such consent, PROVIDED it shall have no obligation
to waive any of its rights under this Agreement. ComEd recognizes that such
consent may grant certain rights to such Lenders, which shall be fully
developed and described in the consent documents, including (i) this
Agreement shall not be amended in any material respect or terminated (except
for termination pursuant to the terms of this Agreement) without the consent
of Lenders, which consent as to amendments shall not be unreasonably withheld
or delayed, (ii) Lenders shall be given notice of, and a reasonable time
period (but in no event more than the time period provided to Seller) to
cure, any Seller breach or default of this Agreement, (iii) if a Lender
forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant
to any security documents, that ComEd shall, at Lender's request, continue to
perform all of its obligations hereunder, and Lender or its nominee may
perform in the place of Seller, and may assign this Agreement to another
party in place of Seller (PROVIDED either (i) such proposed assignee is
creditworthy and possesses experience and skill in the operation of electric
generation plants or (ii) ComEd consents to the assignment to such proposed
assignee, which consent shall not be unreasonably withheld (it being
understood that ComEd may, in deciding whether to grant such consent, take
into account the creditworthiness and the electric generation plant
experience and skill of the proposed assignee)), and enforce all of Seller's
rights hereunder, (iv) that Lender(s) shall have no liability under this
Agreement except during the period of such Lender(s)' ownership and/or
operation of a Station(s), (v) that ComEd shall accept performance in
accordance with this Agreement by Lender(s) or its (their) nominee, (vi) that
ComEd shall make all payments to an account designated by Lender(s), and
(vii) that ComEd shall make representations and warranties to Lender(s) as
Lender(s) may reasonably request with regard to (A) ComEd's corporate
existence, (B) ComEd's corporate authority to execute, deliver, and perform
this Agreement, (C) the binding nature of this Agreement on ComEd, (D)
receipt of regulatory approvals by ComEd with respect to its performance
under this Agreement, and (E) whether any defaults by Owner are known by
ComEd then to exist under this Agreement.

                                       23

<PAGE>

                  (c)   TRANSFER OF STATION DURING THE TERM. Prior to the
Termination Date, Seller shall not sell or otherwise transfer any interest in
the Station to any Person without first obtaining ComEd's written consent,
which consent shall not be unreasonably withheld or delayed and may be
conditioned upon the transferee's assumption of the obligations of Seller
under this Agreement in respect of the Reserved Units. No such assignment
shall relieve Seller from its obligations hereunder, unless otherwise agreed
to by ComEd in writing. Any such sale or transfer without consent under this
Section 12 shall be null and void.

13.      TERMINATION BY COMED WITH RESPECT TO CERTAIN GENERATING UNITS

                  Subject to the notice and other requirements contained in
this Section 13, ComEd shall have the right, in its sole discretion, with
respect to each of the Third Contract Year, the Fourth Contract Year and the
Fifth Contract Year, to terminate this Agreement with respect to any
generating unit or units located at the Station (such rights to terminate
being referred to herein collectively as "TERMINATION OPTIONS" and
individually as a "TERMINATION OPTION"). ComEd may exercise a Termination
Option with respect to the Third, Fourth and/or Fifth Contract Years by
providing written notice of such exercise to Seller by no later than 90 days
before the first day of the applicable Contract Year. Such notice shall
contain (i) a statement that ComEd is exercising a Termination Option or
Termination Options and (ii) the Contract Year or Contract Years with respect
to which the Termination Option or Termination Options being exercised
relate. Such termination(s) shall become effective as of the first day of the
earliest Contract Year with respect to which such termination(s) relate, and
at such time this Agreement shall terminate and be of no further force or
effect with respect to the generating unit or units so terminated, PROVIDED
THAT, the provisions of Sections 6(e) (Fuel Source and Emissions), 6(f)
(Records), 10 (Limitation of Liability), 11 (Disagreements), 14 (Default,
Termination and Remedies), and 16 (Indemnification) shall survive such
termination(s), and PROVIDED FURTHER, that any such termination(s) shall have
no effect on this Agreement as it relates to the generating unit or units
that are not terminated in accordance with this Section 13.

14.      DEFAULT; TERMINATION AND REMEDIES

                  (a)   SELLER'S DEFAULT. The occurrence and continuation of
any of the following events or circumstances at any time during the Term,
except to the extent caused by, or resulting from, an act or omission of
ComEd in breach of this Agreement, shall constitute an event of default by
Seller ("SELLER'S EVENT OF DEFAULT"):

                  (i)   Seller fails to pay any sum due from it hereunder on the
         due date thereof and such failure is not remedied within ten Business
         Days after receipt of written notice thereof;

                  (ii)  Seller shall without reasonable cause abandon or
         wilfully desert the Station for a period in excess of 24 hours;

                  (iii) Seller's Bankruptcy; or

                                       24

<PAGE>

                  (iv)  Seller fails in any material respect to perform or
         comply with any other obligation in this Agreement on its part to be
         observed or performed which failure materially and adversely affects
         ComEd, and if reasonably capable of remedy, is not remedied within
         60 days after ComEd has given written notice to Seller of such failure
         and requiring its remedy; PROVIDED, HOWEVER, that if such remedy
         cannot reasonably be cured within such period of 60 days, such failure
         shall not constitute a Seller's Event of Default if Seller has
         promptly commenced and is diligently proceeding to cure such default.

                  (b)   COMED DEFAULT. The occurrence and continuation of any
of the following events or circumstances at any time during the Term, except
to the extent caused by, or resulting from, an act or omission of Seller in
breach of this Agreement, shall constitute an event of default by ComEd
("COMED EVENT OF DEFAULT"):

                  (i)   ComEd fails to pay any amount due from it pursuant to
         Section 7 hereof on the due date thereof and such failure is not
         remedied within ten Business Days after receipt of written notice
         thereof;

                  (ii)  ComEd fails to pay any sum (other than one set forth in
         subsection (i) above) due from it hereunder on the due date thereof and
         such failure is not remedied within fifteen days after Seller has given
         written notice to ComEd of such failure and requiring its remedy;

                  (iii) ComEd's Bankruptcy; or

                  (iv)  ComEd fails in any material respect to perform or comply
         with any other obligation in this Agreement on its part to be observed
         or performed which failure materially and adversely affects Seller, and
         if reasonably capable of remedy, is not remedied within 60 days after
         Seller has given written notice to ComEd of such failure and requiring
         its remedy; PROVIDED, HOWEVER, that if such remedy cannot reasonably be
         cured within such period of 60 days, such failure shall not constitute
         a ComEd Event of Default if ComEd has promptly commenced and is
         diligently proceeding to cure such default.

                  (c)   REMEDIES AND REMEDIES CUMULATIVE.

                  (i)   Upon the occurrence and during the continuance of a
         ComEd Event of Default or a Seller's Event of Default, the
         non-defaulting party may at its discretion (A) terminate this
         Agreement upon 30 days prior written notice to the Party in default
         and (B) exercise any other rights and remedies available at law or
         in equity.

                  (ii)  If a ComEd Event of Default under Section 14(b)(i) has
         occurred and is continuing, Seller shall have the right to sell the
         electric energy represented by the Reserved Capacity on a daily basis
         during the continuance of such ComEd Event of Default to third parties.

                                       25

<PAGE>

                  (d)   EXTENDED OUTAGE. ComEd may terminate this Agreement
upon thirty days prior written notice to Seller if an outage (including an
outage caused by, or resulting from, a Force Majeure Event) at the Station
prevents Seller from substantially performing its obligations hereunder for a
consecutive period of 120 days, PROVIDED THAT, if Seller demonstrates that it
has taken significant steps toward remediating the circumstances which led to
such outage and certifies in writing to ComEd that such outage will end
within 300 days of its commencement (and such outage in fact ends within such
300 days), then ComEd may not so terminate this Agreement.

                  (e)   TERMINATIONS UNDER SECTION 13. This Agreement shall
terminate at such time as all of the generating units located at the Station
are terminated by ComEd in accordance with Section 13, PROVIDED THAT, the
provisions of Sections 6(e) (Fuel Source and Emissions), 6(f) (Records), 10
(Limitation of Liability), 11 (Disagreements), 14 (Default, Termination and
Remedies), and 16 (Indemnification) shall survive such termination.

15.      FORCE MAJEURE

                  (a)   FORCE MAJEURE EVENT. For the purposes of this
Agreement, "FORCE MAJEURE EVENT" means any unforeseeable event, condition or
circumstance beyond the reasonable control of the Party affected (the
"AFFECTED PARTY") which, despite all reasonable efforts of the Affected Party
to prevent it or mitigate its effects, prevents the performance by such
Affected Party of its obligations hereunder. Subject to the foregoing, "Force
Majeure Event" shall include:

                  (i)   explosion and fire (in either case to the extent not
         attributable to the negligence of the Affected Party);

                  (ii)  flood, earthquake, storm, or other natural
         calamity or act of God;

                  (iii) strike or other labor dispute;

                  (iv)  war, insurrection or riot;

                  (v)   acts  of,  or  failure  to act by,  legislative,
         judicial  or  regulatory  agencies  or officials (collectively,
         "GOVERNMENTAL ACTION"); and

                  (vi)  Change of Law.

                  (b)   OBLIGATIONS UNDER FORCE MAJEURE.

                  (i)   If the Affected Party is rendered unable, wholly or in
         part, by a Force Majeure Event, to carry out some or all of its
         obligations under this Agreement, then, during the continuance of such
         inability, the obligation of such Party to perform the obligations so
         affected shall be suspended.

                                       26

<PAGE>

                  (ii)  The Affected Party shall give written notice of such
         Force Majeure Event to the other Party as soon as practicable after
         such event occurs, which notice shall include information with respect
         to the nature, cause and date of commencement of the occurrence(s), and
         the anticipated scope and duration of the delay. Upon the conclusion of
         the Force Majeure Event, the Affected Party shall, with all reasonable
         dispatch, take all steps reasonably necessary to resume the
         obligation(s) previously suspended.

                  (iii) Notwithstanding the foregoing, an Affected Party shall
         not be excused under this Section 15(b) for (x) any nonperformance of
         its obligations under this Agreement having a greater scope or longer
         period than is justified by the Force Majeure Event or (y) the
         performance of obligations that arose prior to the Force Majeure Event.
         Nothing contained herein shall be construed as requiring an Affected
         Party to settle any strike, lockout or other labor dispute in which it
         may be involved.

                  (c)   CONTINUED  PAYMENT  OBLIGATION.  A Party's
obligation  to make  payments  already owing pursuant to this Agreement shall
not be suspended by a Force Majeure Event.

                  (d)   AVAILABILITY. Notwithstanding this Section 15,
outages or deratings of Reserved Units caused by, or attributable to, Force
Majeure Events shall be considered periods that the affected capacity is
Unavailable unless such Force Majeure Event is an event described in clause
(ii) or (iv) of Section 15(a) (in which case, such affected capacity shall be
considered Available at 90% of the Net Dependable Capacity (as set forth in
Appendix B) of the affected Reserved Unit(s) for the duration of such Force
Majeure Event during a Summer Month and at 75% of such Net Dependable
Capacity for the duration of such Force Majeure Event during a Non-Summer
Month).

16.      REPRESENTATIONS AND WARRANTIES

                  (a)   REPRESENTATIONS   AND   WARRANTIES   OF  SELLER.
Seller  hereby  makes  the  following representations and warranties to ComEd:

                  (i)   Seller is a limited liability company duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware, is qualified to do business in the State of Illinois and has
         the legal power and authority to own its properties, to carry on its
         business as now being conducted and to enter into this Agreement and
         carry out the transactions contemplated hereby and perform and carry
         out all covenants and obligations on its part to be performed under and
         pursuant to this Agreement.

                  (ii)  The execution, delivery and performance by Seller of
         this Agreement have been duly authorized by all necessary corporate
         action, and do not and will not require any consent or approval of
         Seller's Board of Directors or equity holders other than that which
         has been obtained (evidence of which shall be, if it has not
         heretofore been, delivered to ComEd).

                                       27

<PAGE>

                  (iii) The execution and delivery of this Agreement, the
         consummation of the transactions contemplated hereby and the
         fulfillment of and compliance with the provisions of this Agreement, do
         not and will not conflict with or constitute a breach of or a default
         under, any of the terms, conditions or provisions of any legal
         requirements, or any organizational documents, agreement, deed of
         trust, mortgage, loan agreement, other evidence of indebtedness or any
         other agreement or instrument to which Seller is a party or by which it
         or any of its property is bound, or result in a breach of or a default
         under any of the foregoing.

                  (iv)  This Agreement constitutes the legal, valid and binding
         obligation of Seller enforceable in accordance with its terms, except
         as such enforceability may be limited by bankruptcy, insolvency,
         reorganization or similar laws relating to or affecting the enforcement
         of creditors' rights generally or by general equitable principles,
         regardless of whether such enforceability is considered in a proceeding
         in equity or at law.

                  (v)   There is no pending, or to the knowledge of Seller,
         threatened action or proceeding affecting Seller before any
         governmental authority which purports to affect the legality, validity
         or enforceability of this Agreement.

                  (vi)  Seller has all governmental approvals necessary for
         it to perform  its  obligations under this Agreement.

                  (b)   REPRESENTATIONS AND WARRANTIES OF COMED. ComEd hereby
makes the following representations and warranties to Seller:

                  (i)   ComEd is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Illinois, is
         qualified to do business in the State of Illinois and has the legal
         power and authority to own its properties, to carry on its business as
         now being conducted and to enter into this Agreement and carry out the
         transactions contemplated hereby and perform and carry out all
         covenants and obligations on its part to be performed under and
         pursuant to this Agreement.

                  (ii)  The execution, delivery and performance by ComEd of this
         Agreement have been duly authorized by all necessary corporate action,
         and do not and will not require any consent or approval of ComEd's
         Board of Directors or shareholders other than that which has been
         obtained (evidence of which shall be, if it has not heretofore been,
         delivered to Seller).

                  (iii) The execution and delivery of this Agreement, the
         consummation of the transactions contemplated hereby and the
         fulfillment of and compliance with the provisions of this Agreement, do
         not and will not conflict with or constitute a breach of or a default
         under, any of the terms, conditions or provisions of any legal
         requirements, or its articles of

                                       28

<PAGE>

         incorporation or bylaws, or any deed of trust, mortgage, loan
         agreement, other evidence of indebtedness or any other agreement or
         instrument to which ComEd is a party or by which it or any of its
         property is bound, or result in a breach of or a default under any of
         the foregoing.

                  (iv)  This Agreement constitutes the legal, valid and binding
         obligation of ComEd enforceable in accordance with its terms, except as
         such enforceability may be limited by bankruptcy, insolvency,
         reorganization or similar laws relating to or affecting the enforcement
         of creditors' rights generally or by general equitable principles,
         regardless of whether such enforceability is considered in a proceeding
         in equity or at law.

                  (v)   There is no pending, or to the knowledge of ComEd,
         threatened action or proceeding affecting ComEd before any governmental
         authority which purports to affect the legality, validity or
         enforceability of this Agreement.

                  (vi)  ComEd has all governmental approvals necessary for it
         to perform its obligations under this Agreement.

17.      INDEMNIFICATION

                  Each Party shall indemnify and hold harmless the other
Party, and its officers, directors, agents and employees from and against any
and all claims, demands, actions, losses, liabilities, expenses (including
reasonable legal fees and expenses), suits and proceedings of any nature
whatsoever for personal injury, death or property damage to each other's
property or facilities or personal injury, death or property damage to third
parties caused by the gross negligence or wilful misconduct of the
indemnifying Party that arise out of or are in any manner connected with the
performance of this Agreement, except to the extent such injury or damage is
attributable to the gross negligence or wilful misconduct of, or breach of
this Agreement by, the Party seeking indemnification hereunder. Title, and
all risk relating to, all Electric Energy purchased by ComEd under this
Agreement shall pass to ComEd at the Point of Delivery. ComEd shall indemnify
Seller for liability from Electric Energy once sold and delivered at the
Point of Delivery; and Seller shall indemnify ComEd for liability from
Electric Energy prior to its delivery at such Point of Delivery.

18.      NOTICES

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

                                       29

<PAGE>

                  If to ComEd, to:

                           Commonwealth Edison Company
                           One First National Plaza, 37th Floor
                           10 South Dearborn Street
                           Chicago, Illinois 60603
                           Attention:  Senior Vice President-Transmission
                           Facsimile No.:  (312) 394-3110
                           Confirmation No.:  (312) 394-3172

                  with a copy to:

                           Commonwealth Edison Company
                           Law Department
                           Room 1535
                           125 South Clark Street
                           Chicago, Illinois 60603
                           Attention:  Associate General Counsel-
                                       Corporate and Commercial
                           Facsimile No.:  (312) 394-3950
                           Confirmation No.:  (312) 394-5400

                  If to Seller, to:

                           Midwest Generation, LLC
                           One Financial Place - Suite 3500
                           440 South LaSalle Street
                           Chicago, Illinois 60605
                           Attention:  President
                           Facsimile No.:  (312) 583-6000
                           Confirmation No.:  (312) 583-6111

                  with a copy to:

                           Edison Mission Marketing & Trading Inc.
                           18101 Von Karman Avenue - Suite 1700
                           Irvine, California 92612
                           Attention:  Bulk Power Operations
                           Facsimile No.:  (949) 798-7425
                           Confirmation No.:  (949) 798-7421

                           and

                                       30

<PAGE>

                           Edison Mission Energy
                           18101 Von Karman Avenue - Suite 1700
                           Irvine, California 92612
                           Attention:  General Counsel
                           Facsimile No.:  (949) 757-0807
                           Confirmation No.:  (949) 798-7902

                           and

                           Edison Mission Energy
                           18101 Von Karman Avenue - Suite 1700
                           Irvine, California 92612
                           Attention:  Assistant General Counsel
                           Facsimile No.:  (949) 757-0807
                           Confirmation No.:  (949) 798-7937

All notices shall be effective when received.

19.      CONFIDENTIALITY

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

20.      GOVERNING LAW

                  Except as provided in Section 11, this Agreement shall be
deemed to be an Illinois contract and shall be construed in accordance with
and governed by the laws of Illinois without regard to its conflicts of laws
provisions.

                                       31

<PAGE>

21.      PARTIAL INVALIDITY

                  Wherever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder
of such invalid, illegal or unenforceable provision or provisions or any
other provisions hereof, unless such a construction would be unreasonable. In
the event that such a construction would be unreasonable or would deprive a
Party of a material benefit under this Agreement, the Parties shall seek to
amend this Agreement to remove the invalid provision and otherwise provide
the benefit unless prohibited by any Requirements of Law.

22.      WAIVERS

                  The failure of either Party hereto to enforce at any time
any provision of this Agreement shall not be construed to be a waiver of such
provision, nor in any way to affect the validity of this Agreement or any
part hereof or the right of a Party thereafter to enforce each and every such
provision. A waiver under this Agreement must be in writing and state that it
is a waiver. No waiver of any breach of this Agreement shall be held to
constitute a waiver of any other or subsequent breach.

23.      COMPETITIVE TRANSITION CHARGE

                  The Parties acknowledge that Seller has satisfied its
Competitive Transition Charge (as defined in the Illinois Public Utilities
Act) obligations with respect to the Stations by prepayment, which was
included in the Purchase Price paid under the Asset Sale Agreement.

24.      ENTIRE AGREEMENT AND AMENDMENTS

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




                                       32

<PAGE>

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

                                   COMMONWEALTH EDISON COMPANY


                                   By:   /S/ ROBERT J. MANNING
                                                --------------------------------
                                         Name:  Robert J. Manning
                                         Title:    Executive Vice President



                                   MIDWEST GENERATION, LLC


                                   By:  /S/ GEORGIA R. NELSON
                                                --------------------------------
                                         Name:  Georgia R. Nelson
                                         Title:    President





                                       33

<PAGE>


Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

                                   APPENDIX A

                         EQUIVALENT AVAILABILITY FACTOR

----------------------------------
OPERATION AND OUTAGE STATES
----------------------------------

AVAILABLE
State in which a unit is capable of providing service, whether or not it is
actually in service, regardless of the capacity level that can be provided.

FORCED DERATING (DL, D2, D3)
An unplanned component failure (immediate, advance, postponed) or other
condition that requires the load on the unit be reduced immediately, within six
hours, or before the end of the next weekend.

FORCED OUTAGE (U1, U2, U3, SF)
An unplanned component failure (immediate, delayed, postponed, startup failure)
or other condition that requires the unit be removed from service immediately,
within six hours, or before the end of the next weekend.

MAINTENANCE DERATING (D4)
That removal of a component for scheduled repairs that can be deferred beyond
the end of the next weekend, but requires a capacity reduction before the next
Planned Outage.

MAINTENANCE OUTAGE (MO)
The removal of a unit from service to perform work on specific components that
can be deferred beyond the end of the next weekend, but requires the unit be
removed from service before the next planned outage. Typically, MOs may occur
any time during the year, have flexible start dates, and may or may not have
predetermined durations.

MAINTENANCE OUTAGE EXTENSION (SE OF MO)
The extension of a Maintenance Outage (MO).

PLANNED DERATING (PD)
The removal of a component for repairs that is scheduled well in advance and has
a predetermined duration.

PLANNED OUTAGE (PO)
The removal of a unit from service to perform work on specific components that
is scheduled well in advance and has a predetermined start date and duration
(e.g., annual overhaul, inspections, testing).

PLANNED OUTAGE EXTENSION (SE OF PO)
The extension of a Planned Outage (PO).

RESERVE SHUTDOWN (RS)
A state in which the unit was available for service but not electronically
connected to the transmission system for economic reasons.

SCHEDULED DERATING EXTENSION (DE)
The extension of a maintenance or planned derating.

UNAVAILABLE
State in which a unit is not capable of operation because of the failure of a
component, external restriction, testing, work being performed, or some other
adverse condition.

                                      A-1

<PAGE>

Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

---------------------------
          TIME
---------------------------

AVAILABLE HOURS (AH)
Sum of all Service Hours (SH) and Reserve Shutdown Hours (RSH), or

Period Hours (PH) less Planned Outage Hours (POH), Forced Outage Hours (FOH),
and Maintenance Outage Hours (MOH)

EQUIVALENT PLANNED DERATED HOURS  (EPDH)
The product of Planned Derated Hours (PDH) and Size of Reduction, divided by Net
Maximum Capacity (NMC).

EQUIVALENT SEASONAL DERATED HOURS (ESEDH)
Net Maximum Capacity (NMC) less Net Dependable Capacity (NDC), multiplied by
Available Hours (AH) and divided by Net Maximum Capacity (NMC).

EQUIVALENT UNPLANNED DERATED HOURS (EUDH)
The product of Unplanned Derated Hours (UDH) and Size of Reduction, divided by
Net Maximum Capacity (NMC).

FORCED OUTAGE HOURS (FOH)
Sum of all hours experienced during Forced Outages (U1, U2, U3, SF).

MAINTENANCE OUTAGE HOURS (MOH)
Sum of all hours experienced during Maintenance Outages (MO) and Maintenance
Outage Extensions (SE of MO).

PERIOD HOURS (PH)
Number of hours a unit was in the active state. A unit generally enters the
active state on its service date.

PLANNED DERATED HOURS (PDH)
Sum of all hours experienced during Planned Deratings (PD) and Scheduled
Derating Extensions (DE) of any Planned Deratings (PD).

PLANNED OUTAGE HOURS (POH)
Sum of all hours experienced during Planned Outages (PO) and Planned Outage
Extensions (SE of PO).

RESERVE SHUTDOWN HOURS (RSH)
Total number of hours the unit was available for service but not electronically
connected to the transmission system for economic reasons.

SERVICE HOURS (SH)
Total number of hours a unit was electrically connected to the transmission
system.

UNAVAILABLE HOURS (UH)
Sum of all Forced Outage Hours (FOH), Maintenance Outage Hours (MOH), and
Planned Outage Hours (POH).

UNPLANNED DERATED HOURS (UDH)
Sum of all hours experienced during Forced Deratings (D1, D2, D3), Maintenance
Deratings (D4), and Scheduled Derating Extensions (DE) of any Maintenance
Deratings (D4).


                                      A-2

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Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

------------------------------
     CAPACITY AND ENERGY
------------------------------

NET DEPENDABLE CAPACITY (NDC)
GDC less the unit capacity (MW) utilized for that unit's station service or
auxiliaries.

NET MAXIMUM CAPACITY (NMC)
GMC less the unit capacity (MW) utilized for that unit's station service or
auxiliaries.

GMC GROSS DEPENDABLE CAPACITY (GDC)
GMC modified for seasonal limitations over a specified period of time.

GROSS MAXIMUM CAPACITY (GMC)
Maximum capacity (MW) a unit can sustain over a specified period of time when
not restricted by seasonal or other deratings.

                                    EQUATIONS

EQUIVALENT AVAILABILITY FACTOR (EAF):  [(AH) - (EUDH + EPDH + ESEDH))/PH] x
100(%)








                                      A-3
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Collins Power Purchase Agreement Appendices
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                                   APPENDIX B

                                  DESIGN LIMITS

        The Design Limits listed below shall be applicable to any dispatch of
the Reserved Units by ComEd:

<TABLE>
<CAPTION>

         ========================================================================================================
                            NET          MINIMUM      MINIMUM TIME                            RAMP
                         DEPENDABLE     OPERATING       BETWEEN             RAMP RATE         RATE
           COMMITTED      CAPACITY       LEVEL         DISPATCHED             RANGE           (MW/        UNIT
             UNIT          (MW)1        (NET MW)     STARTS (HOURS)2       (GROSS MWS)       MINUTE)      RPV3
         ========================================================================================================
         <S>             <C>            <C>          <C>                    <C>              <C>          <C>
         Collins Unit 1     554            44              2                 50-100            7           28
                                                                             130-500           12
                                                                             500-550           3
         ========================================================================================================
         Collins Unit 2     554            42              2                 50-100            7           28
                                                                             130-500           12
                                                                             500-550           3
         ========================================================================================================
         Collins Unit 3     530            24              2                 50-100            7           27.8
                                                                             130-500           15
                                                                             500-530           3
         ========================================================================================================
         Collins Unit 4     530            25              2                 50-100            5           17
                                                                             130-500           8
                                                                             500-530           2
         ========================================================================================================
         Collins Unit 5     530            25              2                 50-100            5           17
                                                                             130-500           8
                                                                             500-530           2
         ========================================================================================================
</TABLE>
         (1)      Winter net megawatts.
         (2)      Except during an Emergency Condition affecting the ComEd
                  System and for instances where ComEd and Seller agree on a
                  price to induce Seller to cycle a unit under the indicated
                  time.












                                      B-1
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                                  APPENDIX C

                             MAIN GUIDE NUMBER 3A

                               MAIN GUIDE NO. 3A
                             (Formerly Guide No. 3)
                                (Revision No. 3)
                                  June 8, 1995
                            Approved November 9, 1995

                        PROCEDURE FOR THE UNIFORM RATING
                            OF GENERATING EQUIPMENT

                  The Mid-America Interconnected Network, Inc. bylaws provide
for the coordination of planning, construction and utilization of generation
and transmission facilities on a regional basis for reliability of electric
bulk power supply. This MAIN Guide presents the criteria for uniform rating
of generating equipment on the systems of MAIN members.

I.       GENERAL

                  Generating capability to meet the system load and provide
the required amount of reserves is necessary to assure the maximum degree of
service reliability. This generating capability must be accounted for in a
uniform manner which assures the use of consistently attainable values for
planning and operating the system.

                  Procedures are herein established for rating generating
units in service or which will be brought into service in the future. These
procedures define the framework under which the ratings are to be established
while recognizing the necessity of exercising judgement in their
determination. The tests required are functional and do not require special
instrumentation. They are designed to demonstrate that the ratings can be
obtained for the time periods required under normal operating conditions for
the equipment being tested.

                  It is intended that the terms defined and the ratings
established pursuant to this MAIN Guide shall be used for all MAIN purposes,
including determining generation reserves for both planning and operating
purposes, scheduling maintenance, and preparation of reports or other
information for industry organizations, news media, and governmental agencies.

II.      UNIFORM RATINGS

                  Each MAIN member shall establish Monthly Net Capability
ratings for each generating unit and station on the member's system. The
Monthly Net Capability is the net power

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output which can be obtained for the period specified on a monthly adjusted
basis with all equipment in service under average conditions of operation and
with equipment in an average state of maintenance. The Monthly Net Capability
should include generating capability which is temporarily out of service for
maintenance or repair.

                  The monthly adjustments required to develop Monthly Net
Capability are intended to include such seasonal variations as ambient
temperature, condensing water temperature and availability, fuels, steam
heating loads, reservoir levels, and scheduled reservoir discharge.

                  Generating capability shall be tested annually to
demonstrate and verify that the Monthly Net Capability can be achieved in the
month of the test. It is intended that frequent changes in Monthly Net
Capability be avoided. The reported capability is, therefore, a figure which
should not be altered until the accumulated evidence of tests and analyses or
operating experience indicate that a long-term change has taken place. The
Monthly Net Capability shall be confirmed annually and revised at other times
when necessary. Confirmations and revisions will be submitted to the MAIN
Coordination Center.

III.     GENERAL GUIDES FOR ESTABLISHING CAPABILITY RATINGS

                  The following general guides shall be applied in
establishing Monthly Net Capability:

                  A.    The total Monthly Net Capability rating shall be that
         available regularly to satisfy the daily load patterns of the member
         and shall be available for four continuous hours or more. The rating
         established must not require a period of operation at a reduced level
         during a system's remainder of the peak period to recover the Monthly
         Net Capability.

                  B.    The Monthly Net Capability will be determined separately
         for each generating unit in a power plant where the input to the prime
         mover of the unit is independent of the others. The Monthly Net
         Capability will be determined as a group for commonheader steam plants
         or multiple-unit hydro plants and each unit assigned a rating by
         apportioning the combined capability among the units.

                  C.    Monthly Net Capability, as reported, will not be reduced
         to provide regulating margin or spinning reserve. It will reflect
         operation at the power factor level at which the generating equipment
         is normally expected to be operated over the daily peak load period. It
         will exclude the temporary higher output attainable immediately after a
         new unit goes into service or immediately after an overhaul.

                  D.    Extended capability of a unit or plant obtained through
         bypassing of feedwater heaters, by utilizing other than normal steam
         conditions, or by abnormal operation of auxiliaries in steam plants;
         or by abnormal utilization of reservoir storage in hydro plants;

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Collins Power Purchase Agreement Appendices
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         or by abnormal operation of combustion turbines or diesel units; may be
         included in the Monthly Net Capability if the following conditions are
         met:

                           1.    The extended capability based on such
                  conditions will be available for a period of not less than
                  four continuous hours when needed and meets the restrictions
                  of Section III-A.

                           2.    Normal procedures have been established so
                  that this capability will be made available promptly when
                  requested by the dispatcher.

                  E.       The Monthly Net Capability established for nuclear
         units will be determined taking into consideration the fuel management
         program and any restrictions imposed by governmental agencies.

                  F.       The Monthly Net Capability established for
         hydro-electric plants, including pumped-hydro, will be determined
         taking into consideration the reservoir storage program and any
         restrictions imposed by governmental agencies and will be based on
         median hydro conditions.

IV.      TESTING PROCEDURES TO DEMONSTRATE CAPABILITY

                  A.       General Procedure for Testing

                           1.    Ratings will be confirmed annually or more
                  frequently if appropriate to demonstrate the Monthly Net
                  Capability. IF ADEQUATE DATA ARE AVAILABLE TO DEMONSTRATE THE
                  CAPABILITY DURING NORMAL PEAK LOAD PERIOD OPERATION, NO
                  SPECIAL TEST IS REQUIRED. Peaking units and cold reserve units
                  which are not operated frequently shall be tested at such
                  intervals as necessary to assure that capability is available
                  to meet operating reserve requirements.

                           2.    If the total capability of a plant is
                  materially affected by the interaction of its parts, a test of
                  the entire plant will be performed to demonstrate Monthly Net
                  Capability.

                           3.    All equipment when tested will be in normal
                  operating condition with all auxiliary equipment needed for
                  normal operation in service and with provision for extended
                  capability if this capability is to be included in Monthly Net
                  Capability. Energy consumption by auxiliary facilities common
                  to the entire plant (for example, coal-handling or lighting)
                  will be distributed over the appropriate units in the plant,
                  and will represent the consumption normally experienced during
                  the high-load period of the day.

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Collins Power Purchase Agreement Appendices
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                           4.    It is intended that the test loadings should be
                  maintained at a constant level. The reported test results will
                  be no greater than the MWh/hr integrated output for the test
                  period.

                  B.       Steam Turbo-Generation Unit Tests, Excluding Steam
                  Turbines with Gas or Oil Fired Boilers

                           1.    The test period for steam turbo-generator
                  units, including both fossil fuel and nuclear reactor steam
                  generators, will be not less than four continuous hours.

                           2.    Generating unit net capability as affected by
                  the turbine exhaust pressure will be corrected to the average
                  for the past five years of the monthly averages of the daily
                  maximum circulating water temperatures for the month of the
                  test. Steam conditions will correspond to the operating
                  standard established by the member for the unit or plant. The
                  steam generator will be operated with the regularly available
                  type and quality of fuel.

                  C.       Tests of Combustion Turbine and Diesel Units and
                  Steam Turbines with Gas or Oil Fired Boilers

                           1.    The test period for combustion turbine and
                  diesel units and steam turbines with gas or oil fired boilers
                  will be of sufficient duration to permit stabilized operating
                  conditions to be attained.

                           2.    Ambient temperature conditions will be
                  corrected to the average for the past five years of the
                  monthly maximum temperatures for the month of the test. Where
                  evaporative coolers are used, the temperature at the discharge
                  of the evaporative coolers shall be the basis for ambient
                  temperature corrections.

                           3.    Generating unit net capability as affected by
                  the turbine exhaust pressure will be corrected to the average
                  for the past five years of the monthly averages of the daily
                  maximum circulating water temperatures for the month of the
                  test. Steam conditions will correspond to the operating
                  standard established by the member for the unit or plant. The
                  steam generator will be operated with the regularly available
                  type and quality of fuel.




                                      C-4

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Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

                  D.       Hydro-Electric Unit Tests

                           1.    The test period for hydro-electric units,
                  including pumped-hydro units, will be not less than one hour.

                           2.    Water conditions will be corrected to the
                  median conditions for the month of the test.

                  E.       Reactivated Unit Tests

                  Deactivated generating equipment which is not being
reported and is being returned to active status shall be tested within thirty
days to demonstrate its Monthly Net Capability.

V.       REPORTING PROCEDURES

                  Each member shall submit the required data on the included
Uniform Rating Forms to the MAIN Coordination Center annually on or before
November 1 for the following calendar year. Each annual report shall cover
all existing units, planned start-up of new units, and planned retirements of
units and shall consist of the following:

                           1.    A letter identifying those units whose rating
                  has not changed, showing the dates of latest tests confirming
                  capabilities.

                           2.    Completely revised forms (Form A and B-1, B-2,
                  or B-3) for units on which a change has occurred.

                           3.    Completely revised form (Form A) showing
                  planned additions or retirements beginning with the month of
                  commercial operation or month of retirement.

Between annual reporting, revised forms shall be submitted as necessary for
new units placed in commercial operation, units retired, and for units where
tests show the rating has changed. Any change in additions, retirements, or
ratings shall be submitted within 30 days of the addition, retirement, or
test. In this manner, by each November 1, all test data should be current.
However, the letter should be submitted confirming the dates of tests.

                  The MAIN Coordination Center will analyze and review the
annual reporting for completeness and correctness and report the need for
clarification to the member concerned. The MAIN Coordination Center will
maintain the updated set of reports, including current changes as they occur,
from the MAIN members, and will provide complete reports and/or revisions to
the members requesting them.

                                      C-5

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Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

                  A.       Uniform Rating Form A

                  This form is used to report the Monthly Net Capability of
each unit in each station. Where required by the number of units in a
station, additional sheets should be used.

                  B.       Uniform Rating Forms B-1, B-2, and B-3

                  These forms are used to report test results, certain actual
and five year average variables where pertinent, and to show relationship of
actual net generation to stated capability during the month of the test. It
is the intent that test data equal or exceed stated Monthly Net Capability to
demonstrate that this level of generation can be achieved. Where simultaneous
tests of several units are conducted, as in common steam header plants, data
should be reported for each unit and total of the group.

                  Test results should be reported as follows:

                  Form B-1 --steam turbo-generator units
                  Form B-2 --hydro electric units
                  Form B-3 --Combustion turbine units and diesel units

NOTE: IN SUBMITTING REVISED FORMS, EACH FORM SHALL BE SUBMITTED IN SUCH A
MANNER THAT IT COMPLETELY REPLACES THE SHEET ON WHICH DATA ARE BEING REVISED.







                                      C-6
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Collins Power Purchase Agreement Appendices
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                                   APPENDIX D

                        EO COMMUNICATIONS AND GUIDELINES


               1.   PURPOSES. The purposes of this Appendix are (i) to describe
the nature of the communications link that will be maintained between Seller and
ComEd, (ii) to establish the nature and content of communications relating to
availability of the Reserved Units and their dispatch, and (iii) to establish
certain operating procedures. The Parties recognize that it is important that
such communication channels be established so that only responsible and
authorized personnel can issue requests and/or orders that may impact unit
reliability and availability as well as transmission system security and
stability.

               2.   COMMUNICATIONS LINK. (a) For the dispatch of the Reserved
Units, the Parties shall establish and maintain an electronic communications
link between the Station and EO, which shall be used for communication as
contemplated by this Agreement. Such electronic communications link shall
utilize ComEd's Generation Commercial Management ("GCM") software or such other
software as ComEd shall supply during the term of this Agreement. In the event
that the electronic communications link for the dispatch of the Reserved Units
shall be unavailable for any reason, dedicated telephone lines established and
maintained by the parties shall be used. Seller will notify EO as soon as
possible of any disruption or unavailability of the electronic communications
link, the dedicated telephone lines or standard telephone lines. The Parties
shall also establish and maintain a radio system for communications, which radio
system shall be used in the event that the aforementioned communications methods
are unavailable. Seller shall cooperate in performing periodic tests of the
radio system as from time to time directed by the EO Dispatcher. Seller shall
notify EO promptly of any problems with said radio system.

               (b)  Telephone numbers are set forth below for the indicated
persons:

                        EO Generation Dispatcher            (630) 691-4744
                        EO Transmission Dispatcher          (630) 691-4772
                        EO Operation Supervisor             (630) 691-4730
                        EO Generation Dispatch Supervisor   (630) 691-4693
                        EO facsimile transmission number    (630) 691-4899

The alternate office for EO will be used as a backup in the event that the
normal office of EO is not operational. The telephone numbers of the alternate
office are (815) 727-5902, 5903, and the facsimile transmission number is (815)
727-5745.

               3.   CONTENT OF  COMMUNICATIONS.  (a) To the extent that
events are known or  anticipated  and not otherwise  available  to ComEd
through GCM,  Seller  shall  provide to the EO


                                     D-1
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Generation Dispatcher information regarding the availability of the Reserved
Units, including information regarding the following matters:

                (i)    conditions, issues or events which may affect the output
         or reliability of the Reserved Units;

                (ii)   time of day (based on a twenty-four hour clock) when a
         Reserved Unit is placed on the line and taken off the line;

                (iii)  changes of rated capacity of a Reserved Unit, when it is
         known that such changes have taken place or will take place;

                (iv)   Reserved Unit de-ratings, including the amount of any
         derate, the estimated or known start time and date of the derate, the
         estimated or known ending time and date of the derate, and the cause of
         the derate;

                (v)    the availability, or lack of availability, of the
         automated governor control or the automatic voltage regulators on a
         Reserved Unit and the times in which it will, or will not, be available
         for operation and the reason for such limitations;

                (vi)   conditions at the Station or a Reserved Unit that could
         affect the present or anticipated load following capability of a
         Reserved Unit, including problems related to fuel, fires, loss of
         essential equipment and opacity excedences;

                (vii)  when required testing or other operational work could
         limit the availability or maneuverability of a Reserved Unit;

                (viii) Seller's desire to declare a Substitute Unit to replace
         Unavailable Capacity, including the capacity and schedule of energy and
         ramping ability; and

                (ix)   Seller's desire to request the release of energy from
         undispatched on-line capacity of a Reserved Unit or an off-line
         Reserved Unit under the circumstances provided in Section 6(b)(i) of
         this Agreement.

As it becomes available or anticipated, such information shall be made available
to the EO Generation Dispatcher. To the extent that such information reflects
anticipated events over which Seller has some control, Seller shall undertake to
coordinate the occurrence of such event with the EO Generation Dispatch
Supervisor.

                  (b) Seller shall use GCM for the purposes of reporting
Reserved Unit capability, ramp rates and loading blocks, outages and deratings.
In the event that GCM shall not be available


                                     D-2
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Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------


for the purposes of reporting Reserved Unit availability, Seller shall use
the forms attached as Appendix E for such reports. Such forms consist of the
following elements and shall be completed and transmitted by facsimile
transmission to the EO Generation Dispatcher:

               (i)   Form "Page 1," "Collins Station Offer Data," is the cover
         sheet to be used for all facsimile transmissions;

               (ii)  Form "Page 2," "Generating Capability," is the sheet to
         be used to report with respect to each Reserved Unit (1) its net
         generating capability for the period beginning 12:00 a.m., Midnight
         (000 hours) (Chicago time) the following day and (2) derating and
         outage information (which shall be reported using the GADS cause codes
         set forth in Appendix G), which sheet shall be completed and
         transmitted daily by 11:00 p.m. (2300 hours) (Chicago time);

               (iii) Form "Pages 3 and 4," "Loading (and De-loading) Rates
         and Breakpoints," is the sheet to be used for reporting Reserved Unit
         ramp rates between discreet load breakpoints for such unit's output in
         the raise (loading) and lower (de-loading) directions, which sheets
         shall be completed and transmitted whenever changes to scheduled
         parameters occur (e.g., capability, minimum, maximum and fuel type);
         and

               (iv)  Form "Page 5," "ComEd Production Data Bank
         Derating/Outage Code Adjustments," is the sheet to be used for
         reporting any requested adjustments to previously transmitted outage
         and/or derating codes on Form "Page 2", which sheet shall be completed
         as necessary and transmitted via facsimile transmission to the
         Production Data Bank Administration at the address indicated on the
         sheet.

ComEd shall acknowledge receipt of any such facsimile transmissions by signing
the "Page 1" cover sheet and transmitting such signed page by facsimile
transmission to Seller at the return facsimile transmission number indicated
thereon. Copies of the transmissions described in this Section 3(b) shall be
retained by Seller and ComEd for at least 36 months, after which they may be
destroyed.

               (c)   Seller shall provide information regarding Reserved Unit
availability by telephone on a daily basis to ComEd's Wholesale Energy Trading
Organization.

               4.    DISPATCH; OPERATIONS. (a) The EO Generation Dispatcher
shall issue dispatch orders on behalf of ComEd, which orders shall be given by
the EO Generation Dispatcher to Seller. Following receipt by Seller of any such
order, Seller shall, if such order is received electronically through GCM,
acknowledge such receipt electronically through GCM, or if such order is
received verbally, repeat back the content of such order to the EO Generation
Dispatcher, in either case to confirm receipt and understanding of such order.


                                     D-3
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--------------------------------------------------------------------------------


               (b)   Seller shall perform the following tasks in order to assist
in meeting the  dispatch needs of the ComEd system:

               (i)   maintain the Reserved Units on Automatic Generation
         Control ("AGC") as directed by the EO Generation Dispatcher and to the
         extent possible, given the generating unit and the operating conditions
         of the ComEd system;

               (ii)  regulate load at the ramp rate within the ramp rate range
         set forth in Appendix B for such Reserved Unit unless (1) operation at
         such ramp rate within such range would negatively impact such Reserved
         Unit, its reliability or its ability to meet performance obligations
         (such as environmental regulatory compliance) or (2) ComEd requests a
         different ramp rate or a ramp rate range which Seller agrees to
         provide;

               (iii) maintain Reserved Unit control systems and subsystems so
         as to be able to meet the ramp rate specified in Appendix B for such
         Reserved Unit within the specified ramp rate range; provided, however,
         when such Reserved Unit is not on AGC, such unit shall be ramped at the
         ramp rates within the specified ranges specified in Appendix B for such
         Reserved Unit or as reasonably requested by the EO Generation
         Dispatcher, to the extent that it is possible to do so without
         impacting the reliability or availability of such unit; and

               (iv)  bring the Reserved Units to their minimum load limits set
         forth in Appendix B as requested by the EO Generation Dispatcher, and
         Seller shall promptly notify the EO Generation Dispatcher if such
         Reserved Unit(s) are unable for any reason to achieve these minimum
         load limits.

Reserved Units shall be capable of ramping between their regular minimums and
maximum loads unless the EO Generation Dispatcher is otherwise notified of any
limitations. Should the EO Generation Dispatcher initiate a reserve emergency
alarm, Seller shall start a ramp to full reported capability and any testing in
progress that was formerly approved by the EO Generation Dispatcher will be
discontinued in accordance with Prudent Utility Practice until such time that
testing has less potential to impact the integrity of the ComEd System. Seller
shall take reasonable precautions to ensure that generating capacity is not lost
when such capacity is important to the integrity of the ComEd System. Seller
shall use reasonable efforts to cooperate with the EO Generation Dispatcher to
delay or reschedule tests due to system conditions.

               5.    REGULATING PERFORMANCE VALUE. Seller shall measure the
maneuverability, which incorporates ramp rate, of the Reserved Units using the
Regulating Performance Value ("RPV") methodology described in Appendix F. The
minimum RPV for each Reserved Unit is identified in Appendix B as "Unit RPV."


                                     D-4

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Collins Power Purchase Agreement Appendices
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                                   APPENDIX E

                                REPORTING FORMS

PAGE 1:                        COLLINS OFFER DATA
                         Generator Name

                 DATA APPLICABLE FOR AVAILABILITY DECLARATION

        FOR THE PERIOD OF ___ PM/AM, __/__/__  TO ___ PM/AM,  __/__/__

TO:ComEd Electric Operations FAX No.       (630) 691-4697
   Generation Dispatch       Telephone No. (630) 691-4693 Generation Coordinator
                                           (630) 691-4730 Operations Supervisor

-------------------------------------------------------------------------------
                           This FAX is a submission of
---------------------------------------------------------------------- --------
Generator's Offer Data

---------------------------------------------------------------------- --------
A REVISION to the previously submitted offer of ___/___/___

---------------------------------------------------------------------- --------
This document is a hardcopy back-up to the offer of ___/___/___

---------------------------------------------------------------------- --------


Full Submission          /      /        Number of Pages Including Cover Page
                                                                      ---------
Partial Submission       /      /

Submitted By:
             ----------------------------------------------------

Date:
     ------------------------------------------------------------

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

-------------------------------------------------------------------------------

Return acknowledgment FAX to the attention of:
                                              ---------------------------------
FAX Number:
            -------------------------------------------------------------------
===============================================================================

Acknowledgment by ComEd             (Signature)
Electric Operations                              ------------------------------

                                    (Title)
                                                 ------------------------------
Acknowledgment date and time
                            ---------------------------------------------------


                                   E-1
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<TABLE>
<CAPTION>
PAGE 2:                       COLLINS OFFER DATA
<S>                              <C>
Availability Declaration Period  Commencing ____ PM/AM, __/__/__ TO ____ PM/AM, __/__/__
</TABLE>

                            GENERATING CAPABILITY


UNIT
    ---------------------------------------

Maximum Gross Generating Capability                   MW
                                   ------------------

Minimum Gross Generating Capability                   MW
                                   ------------------

Maximum VAR Capability
                      ----------------------


Deratings:                 Time                      Time

Cause Code: ____ MW______  Start     Date__ /__/__   Stop      Date __ /__/__
                                ----                     -----

Cause Code: ____ MW______  Start     Date__/__/__    Stop      Date __ /__/__
                                ----                     -----

Cause Code: ____ MW______  Start     Date__/__/__    Stop      Date __ /__/__
                                ----                     -----

Cause Code: ____ MW______  Start     Date__/__/__    Stop      Date __ /__/__
                                ----                     -----


Minimum:                   Time                      Time

Cause Code: _____ MW______ Start     Date__ /__/__   Stop      Date __ /__/__
                                ----                     -----

Cause Code: _____ MW______ Start     Date__ /__/__   Stop      Date __ /__/__
                                ----                     -----


Fuel:                      Time                      Time

Fuel Type: _____ MW_______ Start     Date__ /__/__   Stop      Date __ /__/__
                                ----                     -----

Fuel Type: _____ MW_______ Start     Date__ /__/__   Stop      Date __ /__/__
                                ----                     -----


Notes:
      -------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------


D - Derate, O - Out of Service, M - Maintenance, S - Scheduled


                                     E-2
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<TABLE>
<CAPTION>
PAGE 3:                       COLLINS OFFER DATA
                          Generator Name
<S>                       <C>
Availability Declaration  Period Commencing ____ PM/AM, __/__/__ TO ____ PM/AM, __/__/__
</TABLE>


                          LOADING RATES AND BREAKPOINTS
-------------------------------------------------------------------------------
UNIT NUMBER         LOADING RANGE          RAMP RATE           BREAKPOINTS*
                  MIN           MAX         MW/MIN                 MW
-------------- ----------------------- ------------------ ---------------------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------------------------------------------------------------------------

*  Breakpoint is defined at load level at which unit must hold and start/stop
   unit auxiliary equipment

Notes:
      -------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------


                                    E-3
<PAGE>

Collins Power Purchase Agreement Appendices
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE 4:                     COLLINS OFFER DATA

                         Generator Name
<S>                      <C>
Availability Declaration Period Commencing ____PM/AM,__/__/__TO ____PM/AM,__/__/__
</TABLE>

                        DE-LOADING RATES AND BREAKPOINTS
-------------------------------------------------------------------------------
UNIT NUMBER         LOADING RANGE          RAMP RATE           BREAKPOINTS*
                  MIN           MAX         MW/MIN                 MW
-------------- ----------------------- ------------------ ---------------------
-------------- ----------------------- ------------------ ---------------------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------- ----------- ----------- ------------------ --------- -----------
-------------------------------------------------------------------------------


*  Breakpoint is defined at load level at which unit must hold and start/stop
   unit auxiliary equipment

Notes:
      -------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------


                                  E-4
<PAGE>

Collins Power Purchase Agreement Appendices
-------------------------------------------------------------------------------

PAGE 5:                    COMED PRODUCTION DATA BANK
                        DERATING/OUTAGE CODE ADJUSTMENTS

STATION:  COLLINS        UNIT: ________              DATE:  __/__/__
                           DERATING/OUTAGE CODE
-------------------------------------------------------------------------------
HOUR           Code           MW Derating       Code          MW Derating
-------------- -------------- ----------------- ------------- -----------------
 1:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 2:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 3:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 4:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 5:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 6:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 7:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 8:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 9:00a.m.
-------------- -------------- ----------------- ------------- -----------------
10:00a.m.
-------------- -------------- ----------------- ------------- -----------------
11:00a.m.
-------------- -------------- ----------------- ------------- -----------------
12:00a.m.
-------------- -------------- ----------------- ------------- -----------------
 1:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 2:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 3:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 4:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 5:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 6:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 7:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 8:00p.m.
-------------- -------------- ----------------- ------------- -----------------
 9:00p.m.
-------------- -------------- ----------------- ------------- -----------------
10:00p.m.
-------------- -------------- ----------------- ------------- -----------------
11:00p.m.
-------------- -------------- ----------------- ------------- -----------------
12:00p.m.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Reasons for Change:
 -----------------------------------------------------------------------------
 -----------------------------------------------------------------------------
GADS Cause Code:
                --------------------------------------------------------------
GADS Event Type:
                --------------------------------------------------------------
Description of Event:
                     ---------------------------------------------------------
 -----------------------------------------------------------------------------
-------------------------------------------------------------------------------

INSTRUCTIONS:
Use this form for derating/outage code adjustments only
Remember to fill out the GADS data section
Send this form to the Production Data Bank Administration, Room 250,
1411 Opus Place, Downers Grove, Illinois 60515
Submitted:                          Telephone:                  Date: __/__/__
          -------------------------           ----------------
Electric Operations Approval:       Telephone:  630-691-4693    Date: __/__/__
                             ------
Approved:                                                       Date: __/__/__
         --------------------------
         Fossil Support Vice President


                                    E-5
<PAGE>

Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

                                   APPENDIX F

                    REGULATING PERFORMANCE VALUE METHODOLOGY

                          REGULATING PERFORMANCE VALUE
      by Howard F. Illian, Bulk Power Operations, and Ray W. Rathsam, VISTA,
                               December 11, 1995

         The maneuverability of Commonwealth Edison generating units is
measured by a method called REGULATING PERFORMANCE VALUE, RPVp. RPVp is
designed to effectively measure the relative contribution of each generating
unit to the total system regulation. For the first time regulation will be
viewed not as control provided to follow a system disturbance, but rather as
control to follow repetitive system disturbances. These repetitive disturbances
are considered to result in a sinusoidal signal that the control system is
required to follow. As a result, the control requested from each generating
unit can also be represented as a sinusoidal signal.

         A unit providing system control under the direction of the Economic
Generation Control (EGC) system will move up and down to the control pulses
sent to the unit by the EMS computer. That sinusoidal movement can be described
by a frequency component, Period, and a peak to peak Amplitude. This is shown
in Figure 1.


                                 Graphic Picture




                                    Figure 1

For a given Period the greater the Amplitude that a unit can follow, the
greater the unit's contribution to total system control. Therefore,
representing the ability of each unit on the system to follow a simple sine
wave with a single number will accurately represent the relative ability of
that unit to contribute to the control of the CECo system. This is what RPVp
attempts to measure.

         The EMS computer is currently collecting data on a number of specific
parameters for each generating unit while it is on EGC. Some of these measured
parameters are used to calculate the RPVp value.

Variable #1:  ARR = Average Telemetered Dialed In Ramp Rate

                  This variable is the telemetered, time weighted, average value
         of the ramp rate that is dialed into the EGC console at the generating
         unit control room weighted by the time the unit is actually on EGC.


                                      F-1
<PAGE>

Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

Variable #2:      OR% = Average Observed Raise Ramp Rate Percent

                  This variable is the percentage of the telemetered dialed in
         raise ramp rate that the unit actually provides while on EGC. It is
         limited to maximum value of 100% since the logic in the EGC system will
         not ramp a unit faster than the Telemetered Dialed In Ramp Rate.

Variable #3:      OL% = Average Observed Lower Ramp Rate Percent

                  This variable is the percentage of the telemetered dialed in
         lower ramp rate that the unit actually provides while on EGC. It is
         limited to maximum value of 100% since the logic in the EGC system will
         not ramp a unit faster than the Telemetered Dialed In Ramp Rate.

Variable #4:      LTR = Average Lower to Raise Turn Around Time

                  This variable is the average amount of time it takes to turn
         the unit around from moving down to moving up while it is on EGC.

Variable #5:      RTL = Average Raise to Lower Turn Around Time

                  This variable is the average amount of time it takes to turn
         the unit around from moving up to moving down while it is on EGC.

Variable #6:      MWR = Average Telemetered Megawatt Range

                  This variable is the telemetered, time weighted, average of
         the range provided by the high and low limits dialed into the EGC
         console at the generating unit control room weighted by the time the
         unit is actually on EGC.

Variable #7:      RPVRP = Raw Regulating Performance Value

                  This variable represents the peak to peak amplitude that a
         generating unit with the above variables could provide during a ten
         minute period as limited by the MWR. It is calculated by weight
         averaging the daily raw RPV with the daily effective % time on control.
         K the RPVRP IS greater than the MWR, the RPVRP IS set to the value of
         the MWR as an upper limit.

Variable #8:      TC% = Percent of Time on Control

                  This variable is the time the unit is on control as a
         percentage of time that it is operating and could be available for
         control.


                                      F-2
<PAGE>

Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

Variable #9:      RPVp = Regulating Performance Value

                  This is the final measure of regulating performance and
         represents the effective relative contribution of the generating unit
         to system control.

Using the above variables, the value for RPVRP and RPVP are calculated using the
following equations to indicate the Amplitude of control available from the
unit.

RPVRP = [10-LTR -RTL][ARR/2][OL% + OR%]/200(1)
RPVP  = RPVRP x TC%(2)

         In simple terms, the RPVRP and RPVp are measures of the peak to peak
movement of a generating unit following a full sinusoidal wave during a ten
minute period. This can be seen from Figure 2.
















                                      F-3
<PAGE>

Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------



                                [Graphic Figure]



                                    Figure 2

This result is then multiplied by the percentage of time on control to give the
REGULATING PERFORMANCE VALUE, RPVp.

         Station contributions to system regulation are derived by summing the
RPVs from the generating units at the station. Division contributions to system
regulation are derived by summing the RPVs from all of the stations in the
division.

         Over the last few years a strong correlation has been shown between
the total system RPV and A1/A2 control performance. During that same period it
was discovered that not only is the peak to peak magnitude an appropriate
measure, but that unless that sinusoid is balanced, the effective peak to peak
value will be limited by the smaller of either the raise or lower portion of
the sinusoid. It was also recognized that uncertainty was highly detrimental to
performance. As a result the above equations have been modified to measure the
smaller of the two halves and to penalize unpredictability of the response. The
latest method of measuring RPVp uses the following modified variables and
equations:

Variable #1':     SRR = Smallest Telemetered Dialed In Ramp Rate

                  This variable is the smallest telemetered value of the ramp
         rate that is dialed into the EGC console at the generating unit control
         room each hour, average weighted by the time the unit is actually on
         EGC.

Variable #2':     OR% = Average Observed Raise Ramp Rate Percent

                  This variable is the percentage of the telemetered dialed in
         raise ramp rate that the unit actually provides while on EGC in
         response to control dispatched. It is limited to maximum value of 100%
         since the logic in the EGC system will not ramp a unit faster than the
         Telemetered Dialed In Ramp Rate.

Variable #2A:     DR = Portion of Time Unit is Available to be Dispatched for
                       Raise

                  This variable is the portion of the time that the unit
actually accepts raise signals while on EGC. When multiplied by the new variable
2' It results in the same value as the old variable 2.


                                      F-4
<PAGE>

Collins Power Purchase Agreement Appendices
--------------------------------------------------------------------------------

Variable #3':     OL% = Average Observed Lower Ramp Rate Percent


                  This variable is the percentage of the telemetered dialed in
         lower ramp rate that the unit actually provides while on EGC in
         response to control dispatched. It is limited to maximum value of 100%
         since the ??? in the FGC system will not ramp a unit faster than the
         Telelmetered Dialed In Ramp Rate.

Variable #3A:     D L = PORTION OF TIME UNIT IS AVAILABLE TO BE DISPATCHED FOR
                        LOWER

                  This variable is the portion of the time that the unit
         actually accepts lower signals while on EGC. When multiplied by the new
         variable 3' It results in the same value as the old variable 3.

                  When the above variables are substituted into the new
         equation, the value of RPVp is calculated with the following equations:

RPVRP = MIN[(5 -LTR)(SRR)(OR%)(DR ),(5 - RTL)(SRR)(OL%)( DL,)]/100     (3)

RPVP  = RPVRP X TC%   (4)

The value of RPVRP is still limited by the value of MWR as it was previously.

















                                      F-5
<PAGE>

<TABLE>
<CAPTION>

C.E.Co.                                                                                   G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 1


                         SPS DERATING REASON CODES INDEX

                                   ON PAGE
CODE                           OF THIS APPENDIX                  DESCRIPTION
------------------------     --------------------    -------------------------------------------------
<S>                          <C>                     <C>
DASH-DWAT                             10             SYSTEM PROBLEMS - ASH, COAL HANDLING,
                                                     GOVERNOR,  PRECIP., DEMIN., WASTEWATER

DB-DBFU                                4             BOILERS, FUELS, IGNITORS

DBLE-DBTU                              5             LEAKS - TUBE CONDITION

DC, DF, DH, DM, DO                     8             CYCLONE, FAN, HEATER, MILL, BURNER

DG-DGVI, DR-DRFU                       6             GENERATORS, REACTORS

DP, DSG, DV                            9             PUMP, STEAM GENERATOR, VALVES

DT-DTVI                                7             TURBINES

DECP-DMAN, DOPE, DPOL, DTEM,          11             SPECIAL ITEMS - COOLING WATER,
                                                     POLLUTION, TRANSMISSION AND MISC.

DRTX, RFUE-RTST

EB, SBO1, SOVL                        14             SCHEDULED AND ECONOMIC OUTAGES AND
                                                     OVERHAULS

DPDX                                  12             BLACK START DIESEL PEAKERS

DPKX                                  13             FAST START PEAKING UNITS
</TABLE>







NOTE:   '*****' ON EXHIBITS INDICATES A SECONDARY REASON IS REQUIRED.


<PAGE>

<TABLE>
<CAPTION>

C.E.Co.                                                                                   G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 2


                               SPS DERATING CODES

                                 MAJOR EQUIPMENT

     DEBATE CODE        M OR O/S CODE                     DESCRIPTION
-------------------    ----------------    -----------------------------------------------
<S>                   <C>                  <C>
M  N  DB               M  OB               GENERAL PROBLEMS WITH BOILERS NOT
                                           SPECIFICALLY COVERED.

M  N  DB     1         M  OB     1

M  N  DB     2         M  OB     2

      DB     EPA          OB     EPA       EPA REGULATIONS CANNOT BE MET.

   N  DB     TEST                          BOILER TESTING

      DB     AUX                           UNIT BLR. BEING USED AS AUX. BLR.

                       M  OBCL             CHEMICAL CLEANING OR ASH REMOVAL

                       M  OBCL   1         BEING DONE TO IMPROVE THE BOILER

                       M  OBCL   2         OPERATION

M  N  DBCO                OBCO             CONTROL PROBLEMS ASSOCIATED WITH

M  N  DBCO   1            OBCO   1         THE BOILER MASTER OR ERRATIC

M  N  DBCO   2            OBCO   2         BOILER OPERATION

   N  DBCO   TEST                          BOILER CONTROL TESTING

      DBFO             M  OBFO             FOULING NOT SPECIFICALLY

      DBFO   1         M  OBFO   1         ATTRIBUTED TO CYCLONES, SOOT BLOWING

      DBFO   2         M  OBFO   2         PRECIPITATORS OR THE ASH HANDLING SYSTEMS

      DBFU   ****                          FUEL PROBLEMS RELATED TO THE FUEL
                                           AND THE FUEL HANDLING SYSTEMS.

      DBFU   BTU          OBFU   BTU       LOW BTU FUEL

   N  DBFU   CONS         OBFU   CONS      CONSERVING FUEL, LACK OF FUEL.

      DBFU   FROZ         OBFU   FROZ      FROZEN FUEL

      DBFU   MIX                           BLENDING OF FUEL.

      DBFU   NONE         OBFU   NONE      NO FUEL AVAILABLE.

      DBFU   WET          OBFU   WET       HIGH MOISTURE CONTENT.

                          OBIG             IGNITION DIFFICULTIES DURING

                          OBIG   1         STARTUP, PREVENTING LIGHTOFF

                          OBIG   2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

C.E. Co.
                                                                                          G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 3

                                  SPS OPERATING CODES

                                    MAJOR EQUIPMENT

   DERATE CODE               M OR O/S CODE                     DESCRIPTION
--------------------       --------------------    ---------------------------------------------------
<S>                        <C>                     <C>
M N DBLE                   M OBLE                  BOILER LEAKS THAT ARE SIGNIFICANT

M N DBL1                   M OBLE1                 TO CAUSE A DERATING OR OUTAGE.

M N DBL2                   M OBLE2                 INDICATE LEAK LOCATION IN THE SECONDARY REASON

M N DBLE BOTM              M OBLE BOTM             BOTTOM LEAK

M N DBL1 BOTM              M OBL1 BOTM

M N DBL2 BOTM              M OBL2 BOTM

M N DBLE CYCL              M OBLE CYCL             CYCLONE LEAK

M N DBL1 CYCL              M OBL1 CYCL

M N DBL2 CYCL              M OBL2 CYCL

M N DBLE ECON              M OBLE ECON             ECONOMIZER LEAK

M N DBL1 ECON              M OBL1 ECON

M N DBL2 ECON              M OBL2 ECON

M N DBLE NOSE              M OBLE NOSE             NOSE TUBE LEAK

M N DBL1 NOSE              M OBL1 NOSE

M N DBL2 NOSE              M OBL2 NOSE

M N DBLE REHE              M OBLE REHE             REHEAT LEAK

M N DBLJ REHE              M OBL1 REHE

M N DBL2 REHE              M OBL2 REHE

M N DBLE SUPR              M OBLE SUPR             SUPERHEATER

M N DBL1 SUPR              M OBL1 SUPR

M N DBL2 SUPR              M OBL2 SUPR

M N DBLE TOP               M OBLE TOP              TOP

M N DBL1 TOP               M OBL1 TOP

M N DBL2 TOP               M OBL2 TOP

M N DBLE WALL              M OBLE WALL             WALL TUBE

M N DBL1 HALL              M OBL1 WALL

M N DBL2 HALL              M OBL2 WALL

  N DBSI                                           SILICA PROBLEMS CAUSING A DERATING
    DBTU                                           TEMPERATURE PROBLEMS CAUSED BY POOR
                                                   ATTEMPERATION OR FIRING DIFFICULTIES

    DBTU                                           TUBE CONDITION SUCH THAT OPERATING UNIT
                                                   AT HIGHER PRESSURE WOULD REDUCE UNIT'S
                                                   RELIABILITY
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

C.E. Co.

                                                                                          G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 4

                                  SPS DERATING CODES

                                    MAJOR EQUIPMENT

   DERATE CODE               M OR O/S CODE                     DESCRIPTION
--------------------       --------------------    ---------------------------------------------------
<S>                        <C>                     <C>
S M N DG                   S M OG                  GENERATORS - GENERAL PROBLEMS NOT SPECIFICALLY
                                                   COVERED.

                           S M OG      INSP        GENERATOR INSPECTION.

S M N DGCO                 S M OGCO                COOLING PROBLEM, NOT ASSOCIATED WITH THE
                                                   COOLERS.

S M N DGCO  SEAL           S M OGCO    SEAL        HYDROGEN SEALS OR SEAL OIL SYSTEM (IRON HORSE)
                                                   PROBLEMS.

                           OGFA                    FAULT IN GENERATOR OR BUS DUCT.

    N DGVI                 OGVI                    VIBRATION CAUSED BY ELECTRICAL OR MECHANICAL
                                                   PROBLEMS.

      DR                   S M OR                  REACTORS GENERAL PROBLEMS.

      DR    NRC            OR          NRC         NRC REQUIRES UNIT O/S OR DERATED.

      DR    ADMN           OR          ADMN        ADMINSTRATION OPERATING CONSTRAINT.

S M N DRSU                                         SURVEILLANCES

S M N DRTE                 S M ORTE                MISC. TECHNICAL SPECIFICATIONS NOT COVERED
                                                   ELSEWHERE.

    N R     TDO                                    DERATING DUE TO TEMP. DISPATCH ORDER

S M N DRCO                 S M ORCO                CONTROL PROBLEMS WITH THE REACTOR.

S M N DRCO  DRIV           S M ORCO    DRIV        CONTROL ROD DRIVE PROBLEMS.

      DRFU  ****               ORFU    ****        FUEL PROBLEMS.

      DRFU  CONS               ORFU    CONS        FUEL CONSERVATION

      DRFU  DEPL               ORFU    DEPL        FUEL DEPLETION

S     DRFU  PREC               ORFU    PREC        PRECONDITIONING

S M N DRFU  RODP           M S ORFU    RODP        ROD PATTERN

S M N DRFU  SCRM           M S ORFU    SCRM        SCRAM REACTIVITY

      DRFU  THRM           M S ORFU    THRH        THERMAL LIMITS

      DRFU  XENO           ORFU        XENO        XENON RESTRICTION

      DRFU  MINP                                   RAMP - UP LIMITATION AFTER LOAD DROP

    N REG                                          NUCLEAR UNIT REGULATING SYSTEM LOAD
                                                   (NONCURTAILING ONLY)

    N    U  FOLL                                   NUCLEAR UNIT OUT OF ECONOMIC ORDER DUE TO RAMP
                                                   RATE LIMITATIONS

    N    U  RAMP                                   DUE TO LOW SYSTEM DEMAND THE NUCLEAR UNIT
                                                   CANNOT DROP LOAD AS LOW AS THE SYSTEM REQUIRES
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

C.E. Co.

                                                                                          G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 5


                                  SPS DERATING CODES

                              MAJOR EQUIPMENT REACTORS

   DERATE CODE               M OR O/S CODE                     DESCRIPTION
--------------------       --------------------    ---------------------------------------------------
<S>                        <C>                     <C>
S M N DT                   S M OT                  TURBINES - GENERAL PROBLEMS NOT SPECIFICALLY COVERED.

    N DTBL                 S M OTBL                BLADING PROBLEMS DUE TO MISSING BLADES, BLADE
                                                   INSPECTION OR REPAIR.

      DTCO                                         CONDUCTIVITY PROBLEMS

      DTEF                                         EFFICIENCY - TURBINE NOT UP TO STANDARD BECAUSE
                                                   OF A PROBLEM NOT DEFINED.

    N DTLE                 S M OTLE                STEAM LEAK ANYWHERE ON THE TURBINE OR ASSOCIATED PIPING.

                           S   OTRN                TURNING GEAR PROBLEMS OR REPAIRS KEEPING THE
                                                   UNIT OFF SYSTEM.

      DTVI                 S M OTVI                VIBRATION PROBLEMS CAUSING A DERATING OR
                                                   OUTAGE FOR BALANCING OR INSPECTION.
</TABLE>

<PAGE>


C.E.Co.                                                             G.P. No. 354
                                                                      Appendix E
                                                                          Page 6

                               SPS DERATING CODES

                            MAJOR EQUIPMENT REACTORS

<TABLE>
<CAPTION>
   DERATE CODE            M OR O/S CODE             DESCRIPTION
--------------------  ---------------------   -----------------------------------------
<S>                      <C>                  <C>
M N DC                   M OC                 CYCLONE PROBLEMS CAUSED BY SLAG. LEAKS OR
                                              ITEMS NOT COVERED BELOW.
M N DC          FEED     M OC          FEED   FEEDER REPAIRS ONLY.
M N DC          ROTS     M OC          ROTS   ROTARY SEAL REPAIRS ONLY.
M N DCO                  N OCO                CONDENSER PROBLEMS INVOLVING REPAIRS TO
                                              LEAKS, CLEANING, OR VACUUM.
S M N DCO       SCRN     S M OCO       SCRN   SCREEN PROBLEMS.
      DCOO ****              OCOO ****        COOLER PROBLEMS.
S M N DCOO      H2       S M OCOO      H2     HYDROGEN COOLER.
S M N DCOO      H20      S M OCOO      H2O    HEAT EXCHANGER, FOR WATER COOLED STATOR.
S M N DCOO      OIL      S M OCOO      OIL    OIL
</TABLE>


                               ANCILLARY EQUIPMENT

<TABLE>
<CAPTION>
    DERATE CODE           M OR O/S CODE                       DESCRIPTION
--------------------  ---------------------   -----------------------------------------
<S>                    <C>                    <C>
  M N DF ****             M OF ****           FAN PROBLEMS.
  M N DF ID               M OF ID             INDUCED DRAFT.
  M N DF IDB              M OF IDB            INDUCED DRAFT BOOSTER.
  M N DF FD               M OF FD             FORCED DRAFT.
  M N DF GASR             M OF GASR           GAS RECIRCULATION.


  M N DH                  M OH ****           HEATER PROBLEMS
  M N DH AIR              M OH AIR            AIR
  M N DH AIRP             M OH AIRP           AIR PREHEATER
S M N DH DC             S M OH DC             DIRECT CONTACT
S M N DH HP             S M OH HP             HIGH PRESSURE
S M N DH LP             S M OH LP             LOW PRESSURE
S M N DH MSRE           S M OH MSRE           MOISTURE SEPARATOR REHEATER
S M N DH SAPH           S M OH SAPH           STEAM AIR PREHEATER


  M N DM                  M OM                MILL PROBLEMS OF ANY KIND
  M N DM FEED             M OM FEED           FEEDER PROBLEMS ONLY


  M N DO                  M OO                BURNER PROBLEMS OF ANY KIND

</TABLE>


<PAGE>


C.E.Co.                                                             G.P. No. 354
                                                                      Appendix E
                                                                          Page 7

                               SPS DERATING CODES

                               AUXILIARY EQUIPMENT
<TABLE>
<CAPTION>
    DERATE CODE           M OR O/S CODE                       DESCRIPTION
--------------------  ---------------------   -----------------------------------------
<S>                    <C>                    <C>
S M N DP ****          S M OP                 PUMP PROBLEMS.
  M N DP BF              M OP BF              BOILER FEED.
  M N DP BWCP            M OP BWCP            BOILER WATER CIRCULATING.
S M N DP CB            S M OP CB              CONDENSATE BOOSTER.
S M N DP CD            S M OP CD              CONDENSATE.
S M N DP CW            S m OP CW              CIRCULATING WATER.
S M N DP FW            S M OP FW              FEEDWATER
S M N DP HTRD          S M OP HTRD            HEATER DRAIN.
  M N DP RBF             M OP RBF             RESERVE BOILER FEED.
S M N DP RC            S m OP RC              REACTOR COOLING PUMP
S M N DP RF            S M OP RF              REACTOR FEED.
S M N DP RR            S M    RR              REACTOR RECIRCULATING.
S M N DP STAT          S M OP STAT            STATOR COOLING.


S M N DSG              S M OSG                STEAM GENERATOR PROBLEMS
      DSG TEMP             OSG TEMP           STEAM GENERATOR TEMP. LIMITATION
      DSG CHEM             OSG CHEM           STEAM GENERATOR CHEMISTRY PROBLEM.


S M N DV ****          S M OV ****            VALVE PROBLEMS.
S M N DV ATMP          S M OV ATMP            ATTEMPERATION.
S M N DV BIAS          S M OV BIAS            BIAS.
S M N DV BYPS          S M OV BYPS            BYPASS.
S M N DV CONT          S M OV CONT            CONTROL.
S M N DV EXTR          S M OV EXTR            EXTRACTION.
S M N DV INTE          S M OV INTE            INTERCEPT.
S M N DV MCIV          S M OV MCIV            MAIN CYCLE ISOLATION VALVE.
S M N DV MSIV          S M OV MSIV            MAIN STEAM ISOLATION.
S M N DV MSSV          S M OV MSSV            MAIN STEAM STOP.
S M N DV RELF          S M OV RELF            RELIEF.
S M N DV SAFE          S M OV SAFE            SAFETY.
S M N DV STOP          S M OV STOP            STOP.
S M N DV VENT          S M OV VENT            VENT.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

C.E.Co.                                                                                   G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 8
                               SPS DERATING CODES

                                     SYSTEMS

    DERATE CODE            M OR O/S CODE                        DESCRIPTION
--------------------     ----------------------    ---------------------------------------------------
<S>                      <C>                       <C>
  M N DASH                   M OASH                ASH HANDLING SYSTEM. SILO FIRES. PLUGGED ASH
                                                   LINES, UNLOADING EQUIPMENT AND POLLUTION
                                                   PROBLEMS.
      DASH  EPA                OASH  EPA           EPA REGULATIONS.
S M N DAUX  ****           S M OAUX  ****          AUXILIARY POWER EQUIPMENT PROBLEM
S M N DAUX  BUS            S M OAUX  BUS           BUS.
S M N DAUX  DESL           S M OAUX  DESL          DIESEL GENERATOR.
S M N DAUX  SWGR           S M OAUX  SWGR          SWITCHGEAR.
S M N DAUX  TRAN           S M OAUX  TRAN          AUXILIARY TRANSFORMER.

      DECC                     O ECC               EMERGENCY CORE COOLING SYSTEM PROBLEMS
      DECC  NRC                O ECC NRC           NRC REGULATIONS.

S M N DEX                  S M O EX                EXCITERS OR VOLTAGE REGULATOR PROBLEMS.

  M N DFUS  ****             M OFUS  ****          FUEL DELIVERY SYSTEM PROBLEM.
  M N DFUS  BELT             M OFUS  BELT          BELT.
  M N DFUS  BRGE             M OFUS  BRGE          BARGE.
  M N DFUS  BUNK             M OFUS  BUNK          BUNKER.
  M N DFUS  COND             M OFUS  COND          CONDITIONER.
  M N DFUS  CRSH             M OFUS  CRSH          CRASHER.
  M N DFUS  DOCK             M OFUS  DOCK          DOCK.
  M N DFUS  DUMP             M OFUS  DUMP          CAR DUMPER.
    N DFUS  MANP               OFUS  MANP          MANPOWER.
  M N DFUS  PIPE             M OFUS  PIPE          OIL PIPING.
  M N DFUS  PUMP             M OFUS  PUMP          OIL PUMP & HEATER SET.
  M N DFUS  PUSH             M OFUS  PUSH          PUSHER.
  M N DFUS  TANK             M OFUS  TANK          OIL TANK.
  M N DFUS  TRIP             M OFUS  TRIP          TRIPPER OR ANY OTHER FUEL PROBLEMS.

S M N DGO                  S M OGO                 GOVERNOR OR EHC SYSTEM PROBLEMS WITH THE
                                                   FUTURE TURBINE.
  M N DPR                    M OPR                 PRECIPITATOR SYSTEM PROBLEM-BROKEN
                                                   WIRES. DUST BUILDUP, FULL HOPPER.
  M N DPR   EPA              M OPR   EPA           EPA REGULATIONS
  M N DSB                    M OSB                 SOOT BLOWING SYSTEM PROBLEM.
  M N DWAT  ****             M OWAT  ****          WATER SUPPLY PROBLEMS.
S M N DWAT  DEMI           S M OWAT  DEMI          DEMINERALIZER PROBLEMS.
S M N DWAT  MAKE           S M OWAT  MAKE          INSUFFICIENT MAKEUP.
S M N DWAT  POLI           S M OWAT  POLI          POLISHER PROBLEMS.
S M N DWAT  WAST           S M OWAT  WAST          WASTEWATER SYSTEM PROBLEMS.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

C.E.Co.                                                                                   G.P. No. 354
                                                                                            Appendix E
                                                                                                Page 9
                         SPS DERATING CODES SPECIAL ITEMS

    DERATE CODE            M OR O/S CODE                        DESCRIPTION
--------------------     ----------------------    ---------------------------------------------------
<S>                      <C>                       <C>
      DECP                                         FULL UNIT CAPACITY UNAVAILABLE. REASON NOT
                                                   COVERED BY SPECIFIC DERATING.

      DKAN                     OMAN                MANPOWER SHORTAGE.

      DOPE                     OOPE                OPERATING ERROR.*

                             N OSTR  FAIL          UNIT STARTUP TIME NOT IN +15 -30 WINDOW
                             N OBL1  FAIL          STARTUP TIME NOT IN +15 -30 WINDOW
                             N OBL2  FAIL          STARTUP TIME NOT IN +15 -30 WINDOW
      DPOL  ****               OPOL  ****          POLLUTION PROBLEMS.
    N DPOL  EPA                OPOL  EPA           EPA REGULATIONS.
    N DPOL  OFFG               OPOL  OFFG          OFF GAS.
    N DPOL  OZON               OPOL  OZON          OZONE CONCENTRATIONS.
    N DPOL  RADW               OPOL  RADW          RADIATION WASTE.
    N DPOL  STAC               OPOL  STAC          STACK OPACITY.
      DPOL  SULF               OPOL. SULF          HIGH SO2 OR SO3 CONCENTRATION.
    N DTEM  ****               OTEM  ****          COOLING WATER PROBLEM.
    N DTEM  CANA               OTEM  CANA          CANAL
    N DTEM  EPA                OTEM  EPA           EPA REGULATIONS
                                                   (KINCAID/QUAD-CITIES ONLY)
    N DTEM  LAKE               OTEM  LAKE          LAKE
    N DTEM  RIVR               OTEM  RIVIR         RIVER
    N DTEM  TOWR               OTEM  TOWR          COOLING TOWER PROBLEMS.
      DTRX  ****               OTRX  ****          TRANSMISSION PROBLEMS.
      DTRX  ICE                OTRX  ICE           ICE.
      DTRX  OVLD               OTRX  OVLD          OVERLOAD.
S M N DTRX  UNTR           S M OTRX  UNTR          UNIT TRANSFORMER.
S M N DTRX  VOLT           S M OTRX  VOLT          VOLTAGE.
    N DTRX  ZONE               OTRX  ZONE          ZONE.
                           S M OTRX  UBRK          UNIT BREAKER.


NOTE: ALL REASON CODES BELOW MUST HAVE NEGATIVE VALUES.


<CAPTION>

    DERATE CODE            M OR O/S CODE                        DESCRIPTION
--------------------     ----------------------    ---------------------------------------------------
<S>                      <C>                       <C>
      RFUE GAS                                     RECOVERABLE MW BURNING GAS
      RFUE OIL                                     RECOVERABLE MEGAWATTS BURNING OIL.
      RTST                                         RATING TEST OR OPERATION ABOVE OFFICIAL UNIT
                                                   RATING.
</TABLE>

<PAGE>

C.E.Co.                                                               G.P.No.354
                                                                      Appendix E
                                                                         Page 10


                              SPS DERATING CODES
                              ------------------

                          BLACK START DIESEL PEAKERS
                          --------------------------


<TABLE>
<CAPTION>

 DERATE CODE           M OR O/S CODE                  DESCRIPTION
---------------      ----------------      -------------------------------------------------
<S>                  <C>                   <C>
    DPDX ****             OPDX ****        DIESEL DERATING OR OUTAGE. A SECONDARY REASON IS
                                           ALWAYS REQUIRED. X = UNIT NUMBER
M N DPDX AUXT           M OPTX AUXT        AUXILIARY TRANSFORMER
M N DPDX BATT           M OPDX BATT        BATTERY AND CHARGING SYSTEM
M N DPDX CONT           M OPDX CONT        ENGINE CONTROL SYSTEM
M N DPDX COOL           M OPDX COOL        COOLING SYSTEM
                        M OPDX ENEX        ENGINE EXCHANGE
M N DPDX ENGE           M OPDX ENGE        ENGINE PROBLEM
                          OPDX EROR        OPERATING OR MAINTENANCE ERROR
                          OPDX EXPL        UNIT OR COMPONENT EXPLOSION
                          OPDX FIRE        FIRE
M N DPDX FUEL           M OPDX FUEL        FUEL SYSTEM
M N DPDX GENR           M OPDX GENR        GENERATOR PROBLEM
M N DFDX GOV            M OPDX GOV         GOVERNOR PROBLEM
M N DPDX INAS           M OPDX INAS        AIR INLET SYSTEM
M N DPDX LUBR           M OPDX LUBR        LUBRICATION PROBLEM
M N DPDX MAIN           M OPDX MAIN        MAIN TRANSFORMER
                          OPDX NADS        NATURAL DISASTER TO PLANT
                        M OPDX OVHL        OVERHAUL
  N DPDX REGS             OPDX REGS        NOISE OR ENVIRONMENTAL REGULATION
M N DPDX STRT           M OPDX STRT        STARTER SYSTEM
  N DPDX TEST                              TESTING OF INDIVIDUAL UNITS
M N DPDX TUCH           M OPDX TUCH        TURBO-CHARGER
M N DPDX VIBS           M OPDX VIBS        VIBRATION PROBLEM

LOCATIONS- FISK UNIT 20, JOLIET UNIT 9


<PAGE>

C.E.Co.                                                               G.P.No.354
                                                                      Appendix E
                                                                         Page 11


                              SPS DERATING CODES
                              ------------------

                           FAST START PEAKING UNITS
                           ------------------------

 DERATE CODE         M OR O/S CODE                      DESCRIPTION
---------------    ----------------        -------------------------------------------------
    DPKX ****         OPKX ****            PEAKER DERATING OR OUTAGE. A SECONDARY
                                           REASON IS ALWAYS REQUIRED. X = UNIT BLOCK
                                           NUMBER
M N DPKX AUXT       M OPKX AUXT            BLOCK TRANSFORMER
M N DPKX BATT       M OPKX BATT            BATTERY AND CHARGING SYSTEM
M N DPKX BEAR       M OPKX BEAR            BEARING PROBLEM (NOT VIBRATION)
                    M OPKX CLNG            TURBINE CLEANING
M N DPKX COMP       M OPKX COMP            COMPRESSOR PROBLEM
M N DPKX CONT       M OPKX CONT            CONTROLS AND INSTRUMENTATION
M N DPKX COOL       M OPKX COOL            COOLING SYSTEM
                    M OPKX ENEX            ENGINE EXCHANGE
                      OPKX EROR            OPERATING OR MAINTENANCE ERROR
M N DPKX EROS       M OPKX EROS            AIRBORNE PARTICULATE EROSION
M N DPKX EXCR       M OPKX EXCR            EXCITER PROBLEM
M N DPKX EXHT       M OPKX EXHT            EXHAUST EQUIPMENT
                      OPKX EXPL            EXPLOSION
                      OPKX FIRE            FIRE
M N DPKX FUEL       M OPKX FUEL            FUEL SYSTEM
M N DPKX GENR       M OPKX GENR            GENERATOR PROBLEM
  N DPKX HEGT       M OPKX HEGT            HIGH EXHAUST GAS TEMPS.
M N DPKX IGNT       M OPKX IGNT            IGNITION SYSTEM
M N DPKX INAS       M OPKX INAS            INLET AIR SYSTEM
M N DPKX LUBR       M OPKX LUBR            LUBRICATION PROBLEM
M N DPKX MAIN       M OPKX MAIN            MAIN TRANSFORMER
                      OPKX NADS            NATURAL DISASTER TO PLANT
                    M OPKX OVHL            OVERHAUL
M N DPKX REDC       M OPKX REDC            REDUCTION SPEED GEAR
  N DPKX REGS         OPKX REGS            NOISE OR ENVIRONMENTAL REGULATIONS
M N DPKX SULF       M OPKX SULF            SULFURIZATION EROSION FROM FUEL
  N DPKX TEST                              TESTING
M N DPKX TURB       M OPKX TURB            TURBINE PROBLEM
M N DPKX TURN       M OPKX TURN            TURNING GEAR
M N DPKX VIBS       M OPKX VIBS            VIBRATION PROBLEM
LOCATIONS-    BLOOM, CALUMET. CRAWFORD, ELECTRIC JUNCTION, FISK, JOLIET 6, LOMBARD,
              SABROOKE, WAUKEGAN


<PAGE>

C.E.Co.                                                               G.P.No.354
                                                                      Appendix E
                                                                         Page 12


                               SPS OUTAGE CODES
                               ----------------



      CODE                                               DESCRIPTION
---------------                            -------------------------------------------------

                ECONOMIC BOILER OUTAGES ARRANGED WITH LOAD DISPATCHER

EB 1                                       ECONOMIC OUTAGE ON BOILER #1
EB 2                                       ECONOMIC OUTAGE ON BOILER #2

           SCHEDULED OUTAGES ARRANGED BY OVERHAUL SCHEDULING COMMITTEE

SBO1                                       BOILER OVERHAUL #1 BOILER
SBO2                                       BOILER OVERHAUL #2 BOILER
SMNT                                       SCHEDULE D MAINTENANCE
SNEW                                       NON-COMM. UNIT (VALUE MUST BE-
SOVL                                       UNIT OVERHAUL)

</TABLE>

</TEXT>
</DOCUMENT>
