EXHIBIT 99.319









                               SCHEDULING PROTOCOL











                                                                    Page No. 597



                               SCHEDULING PROTOCOL


                                TABLE OF CONTENTS



SP 1          OBJECTIVES, DEFINITIONS AND SCOPE

SP 1.1        OBJECTIVES

SP 1.2        DEFINITIONS
     SP 1.2.1     MASTER DEFINITIONS SUPPLEMENT
     SP 1.2.2     SPECIAL DEFINITIONS FOR THIS PROTOCOL
     SP 1.2.3     RULES OF INTERPRETATION

SP 1.3        SCOPE
     SP 1.3.1     SCOPE OF APPLICATION TO PARTIES
     SP 1.3.2     LIABILITY OF ISO


SP 2          INTERFACE REQUIREMENTS


SP 3          TIME LINES

SP 3.1        BALANCED SCHEDULES
     SP 3.1.1     TYPES OF BALANCED SCHEDULES
     SP 3.1.2     PREFERRED SCHEDULES
     SP 3.1.3     SEVEN-DAY ADVANCE SCHEDULES
     SP 3.1.4     SUGGESTED ADJUSTED SCHEDULES
     SP 3.1.5     REVISED SCHEDULES
     SP 3.1.6     FINAL SCHEDULES

SP 3.2        DAY-AHEAD MARKET
     SP 3.2.1     BY 6:00 PM, TWO DAYS AHEAD
     SP 3.2.2     BY 6:00 AM, ONE DAY AHEAD
     SP 3.2.3     BY 6:30 AM, ONE DAY AHEAD
     SP 3.2.4     [UNUSED]
     SP 3.2.5     [UNUSED]
     SP 3.2.6     BY 10:00 AM, ONE DAY AHEAD
     SP 3.2.7     BY 11:00 AM, ONE DAY AHEAD
     SP 3.2.8     BY 12:00 NOON, DAY AHEAD
     SP 3.2.9     BY 1:00 PM, DAY AHEAD
     SP 3.2.10    BY 1:30 PM, DAY AHEAD

SP 3.3        HOUR-AHEAD MARKET
     SP 3.3.1     BY TWO HOURS AHEAD
     SP 3.3.2     BY ONE HOUR AHEAD








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SP 4          TRANSMISSION SYSTEM LOSS MANAGEMENT

SP 4.1        OVERVIEW

SP 4.2        GENERATOR METER MULTIPLIERS (GMMS)
     SP 4.2.1     DERIVATION OF GMMS
     SP 4.2.2     METHODOLOGY FOR CALCULATING TRANSMISSION LOSSES

SP 4.3        EXISTING CONTRACTS AND TRANSMISSION LOSSES


SP 5          RELIABILITY MUST-RUN GENERATION

SP 5.1        PROCUREMENT OF RELIABILITY MUST-RUN GENERATION BY THE ISO
     SP 5.1.1     ANNUAL RELIABILITY MUST-RUN FORECAST - TECHNICAL EVALUATION
     SP 5.1.2     ANNUAL RELIABILITY MUST-RUN FORECAST - TECHNICAL STUDIES

SP 5.2        DESIGNATION OF GENERATING UNIT AS RELIABILITY MUST-RUN

SP 5.3        SCHEDULING OF RELIABILITY MUST-RUN GENERATION

SP 5.4        SCHEDULING OF RELIABILITY MUST-RUN ANCILLARY SERVICES


SP 6          [UNUSED]


SP 7          MANAGEMENT OF EXISTING CONTRACTS FOR TRANSMISSION SERVICE

SP 7.1        OBLIGATIONS OF PARTICIPATING TRANSMISSION OWNERS AND SCHEDULING
              COORDINATORS
     SP 7.1.1     Participating Transmission Owners
     SP 7.1.2     SCHEDULING COORDINATORS

SP 7.2        ALLOCATION OF FORECASTED TOTAL TRANSFER CAPABILITIES
     SP 7.2.1     CATEGORIES OF TRANSMISSION CAPACITY
     SP 7.2.2     PRIORITIZATION OF TRANSMISSION USES
     SP 7.2.3     ALLOWABLE EXISTING CONTRACT LINKAGES

SP 7.3        THE DAY-AHEAD PROCESS
     SP 7.3.1     VALIDATION
     SP 7.3.2     SCHEDULING DEADLINES
     SP 7.3.3     RESERVATION OF FIRM TRANSMISSION CAPACITY
     SP 7.3.4     ALLOCATION OF INTER-ZONAL INTERFACE CAPACITIES

SP 7.4        THE HOUR-AHEAD PROCESS
     SP 7.4.1     VALIDATION
     SP 7.4.2     SCHEDULING DEADLINES
     SP 7.4.3     ACCEPTANCE OF FIRM TRANSMISSION SCHEDULES
     SP 7.4.4     RESERVATION OF FIRM TRANSMISSION CAPACITY
     SP 7.4.5     ALLOCATION OF INTER-ZONAL INTERFACE CAPACITIES

SP 7.5        THE ISO'S REAL-TIME PROCESS
     SP 7.5.1     INTER-CONTROL AREA CHANGES TO SCHEDULES THAT RELY ON EXISTING
                  RIGHTS








                                                                    Page No. 599


     SP 7.5.2     INTRA-CONTROL AREA CHANGES TO SCHEDULES THAT RELY ON EXISTING
                  RIGHTS

SP 8          OVERGENERATION MANAGEMENT

SP 8.1        REAL TIME OVERGENERATION MANAGEMENT


SP 9          DAY/HOUR-AHEAD ANCILLARY SERVICES MANAGEMENT

SP 9.1        BID EVALUATION AND SCHEDULING PRINCIPLES

SP 9.2        SEQUENTIAL EVALUATION OF BIDS

SP 9.3        SCHEDULING ANCILLARY SERVICES RESOURCES

SP 9.4        ANCILLARY SERVICE BID EVALUATION AND PRICING TERMINOLOGY

SP 9.5        REGULATION BID EVALUATION AND PRICING
     SP 9.5.1     REGULATION BID EVALUATION
     SP 9.5.2     REGULATION PRICE DETERMINATION

SP 9.6        SPINNING RESERVES BID EVALUATION AND PRICING
     SP 9.6.1     SPINNING RESERVES BID EVALUATION
     SP 9.6.2     SPINNING RESERVES PRICE DETERMINATION

SP 9.7        NON-SPINNING RESERVES BID EVALUATION AND PRICING
     SP 9.7.1     NON-SPINNING RESERVES BID EVALUATION
     SP 9.7.2     NON-SPINNING RESERVES PRICE DETERMINATION

SP 9.8        REPLACEMENT RESERVES BID EVALUATION AND PRICING
     SP 9.8.1     REPLACEMENT RESERVES BID EVALUATION
     SP 9.8.2     REPLACEMENT RESERVES PRICE DETERMINATION

SP 9.9        EXISTING CONTRACTS - ANCILLARY SERVICES ACCOUNTABILITY


SP 10         DAY/HOUR-AHEAD INTER-ZONAL CONGESTION MANAGEMENT

SP 10.1       CONGESTION MANAGEMENT ASSUMPTIONS

SP 10.2       CONGESTION MANAGEMENT PROCESS

SP 10.3       CONGESTION MANAGEMENT PRICING


SP 11         CREATION OF THE REAL TIME MERIT ORDER STACK

SP 11.1       SOURCES OF IMBALANCE ENERGY

SP 11.2       STACKING OF THE ENERGY BIDS

SP 11.3       USE OF THE MERIT ORDER STACK








                                                                    Page No. 600


SP 12         AMENDMENTS TO THE PROTOCOL










                                                                    Page No. 601




                            SCHEDULING PROTOCOL (SP)

SP 1     OBJECTIVES, DEFINITIONS AND SCOPE

SP 1.1   OBJECTIVES

         The objectives of this Protocol are:

         (a)      to process the scheduling input data (submitted to the ISO
                  under the Ancillary Service Requirements Protocol (ASRP), the
                  Demand Forecasting Protocol (DFP), and the Schedules and Bids
                  Protocol (SBP)) in order to develop Final Schedules for the
                  Day-Ahead and Hour-Ahead Markets (real time management of the
                  ISO Controlled Grid is addressed in the Dispatch Protocol
                  (DP));

         (b)      to provide for the scheduling of the use of transmission
                  service rights under Existing Contracts;

         (c)      to assist the ISO in purchasing Ancillary Services; and

         (d)      to manage Congestion.

SP 1.2   DEFINITIONS

SP 1.2.1 MASTER DEFINITIONS SUPPLEMENT

         Unless the context otherwise requires, any word or expression defined
         in the Master Definitions Supplement to the  shall have the
         same meaning where used in this Protocol. A reference to a Section or
         an Appendix is to a Section or an Appendix of the .
         References to SP are to this Protocol or to the stated paragraph of
         this Protocol.

SP 1.2.2 SPECIAL DEFINITIONS FOR THIS PROTOCOL

         In this Protocol, the following words and expressions shall have the
         meanings set opposite them:

         "ISO HOME PAGE" means the ISO internet home page at
         http://www.caiso.com/iso or such other internet address as the ISO
         shall publish from time to time.

SP 1.2.3 RULES OF INTERPRETATION

         (a)      Unless the context otherwise requires, if the provisions of
                  this Protocol and the  conflict, the  will
                  prevail to the extent of the inconsistency. If the provisions
                  of this SP and








                                                                    Page No. 602


                  an Existing Operating Agreement conflict, the provisions of
                  the Existing Operating Agreement will prevail. The provisions
                  of the  have been summarized or repeated in this
                  Protocol only to aid understanding.

         (b)      A reference in this Protocol to a given agreement, ISO
                  Protocol or instrument shall be a reference to that agreement
                  or instrument as modified, amended, supplemented or restated
                  through the date as of which such reference is made.

         (c)      The captions and headings in this Protocol are inserted solely
                  to facilitate reference and shall have no bearing upon the
                  interpretation of any of the terms and conditions of this
                  Protocol.

         (d)      This Protocol shall be effective as of the ISO Operations
                  Date.

         (e)      References to time are references to the prevailing Pacific
                  time.

SP 1.3   SCOPE

SP 1.3.1 SCOPE OF APPLICATION TO PARTIES

         The SP applies to the following entities:

         (a)      Scheduling Coordinators (SCs);

         (b)      Utility Distribution Companies (UDCs);

         (c)      Participating Transmission Owners (PTOs);

         (d)      interfacing Control Area operators in accordance with
                  Inter-Control Area agreements entered into with the ISO; and

         (e)      the Independent System Operator (ISO).

SP 1.3.2 LIABILITY OF ISO

         Any liability of the ISO arising out of or in relation to this Protocol
         shall be subject to Section 14 of the  as if references to
         the  were references to this Protocol.

SP 2     INTERFACE REQUIREMENTS

         The WEnet interface requirements and associated information
         requirements are described in the SBP.

SP 3     TIME LINES

         (a)      The ISO, for reliability purposes or due to error or delay
                  caused by its inability to meet the timing requirements, may
                  implement








                                                                    Page No. 603


                  any temporary variation of timing requirements contained in
                  this SP (including the omission of any step) in accordance
                  with Section 2.2.12.1 of the . The information will
                  be published on WEnet and will include the following:

                  (i)      the exact timing requirements affected;

                  (ii)     details of any substituted timing requirements;

                  (iii)    an estimate of the period for which this waiver will
                           apply; and

                  (iv)     reasons for the temporary variation.

         (b)      If, despite the variation of any time requirement or the
                  omission of any step, the ISO either fails to receive
                  sufficient Schedules to operate the Day-Ahead Market or is
                  unable to perform Congestion Management in the Day-Ahead
                  Market, the ISO may abort the Day-Ahead Market and require all
                  Schedules to be submitted, and Congestion Management to be
                  performed, in the Hour-Ahead Market.

         (c)      If, despite the variation of any time requirement or omission
                  of any step, the ISO either fails to receive sufficient
                  Schedules to operate the Hour-Ahead Market or is unable to
                  perform Congestion Management in the Hour-Ahead Market, the
                  ISO may abort the Hour-Ahead Market and function in real time.

         (d)      The incorporation of the scheduling of the use of rights under
                  Existing Contracts into the ISO's Day-Ahead, Hour-Ahead and
                  real time processes is additionally described in SP 7 and in
                  the SBP.

SP 3.1   BALANCED SCHEDULES

SP 3.1.1 TYPES OF BALANCED SCHEDULES

         A Schedule shall be treated as a Balanced Schedule when the SC's
         aggregate Generation and external imports (adjusted for Transmission
         Losses) and Inter-Scheduling Coordinator Trades (whether purchases or
         sales), equal the SC's aggregate Demand forecast, including external
         exports, with respect to all entities for which the SC schedules. On an
         interim basis, the ISO may assist SCs in matching Inter-Scheduling
         Coordinator Trades.

SP 3.1.2 PREFERRED SCHEDULES

         The Preferred Schedule is the initial Schedule submitted by a SC in the
         Day-Ahead Market or Hour-Ahead Market. A Preferred Schedule shall








                                                                    Page No. 604


         be a Balanced Schedule submitted to the ISO by each SC on a daily
         and/or hourly basis.

SP 3.1.3 SEVEN-DAY ADVANCE SCHEDULES

         SCs may submit Balanced Schedules for up to seven (7) Trading Days at a
         time, representing the SC's Preferred Schedule for each Day-Ahead
         Market and/or Hour-Ahead Market. These advance Schedules can be
         overwritten by new Preferred Schedules at any time prior to the
         deadline for submitting Day-Ahead Schedules and Hour-Ahead Schedules,
         as described in the SP. If not overwritten by the SC, a Schedule
         submitted in advance of this deadline for submission will become the
         SC's Preferred Schedule at the deadline for submitting Day-Ahead
         Schedules and/or Hour-Ahead Schedules. There is no validation of
         Schedules submitted in advance of the deadline for submitting Preferred
         Schedules. As part of the scheduling and validation process, the ISO
         will calculate and publish, via WEnet, the GMMs applicable to the
         Day-Ahead and Hour-Ahead Markets eight (8) days ahead of the Trading
         Day to which they relate, as described in SP 4.

SP 3.1.4 SUGGESTED ADJUSTED SCHEDULES

         If the sum of SCs' Preferred Schedules would cause Congestion across
         any Inter-Zonal Interface, the ISO shall issue Suggested Adjusted
         Schedules to all SCs in the Day-Ahead Market only. These Suggested
         Adjusted Schedules will not apply to uses of transmission owned by
         non-participating transmission owners nor to uses of either Existing
         Rights or Non-Converted Rights under Existing Contracts. A modification
         flag, set by the ISO, will indicate whether the scheduled output in a
         Settlement Period has been modified as a result of Congestion
         Management. The ISO will publish as public information, via the WEnet,
         estimated Usage Charges for Energy transfers between Zones.

SP 3.1.5 REVISED SCHEDULES

         Following receipt of a Suggested Adjusted Schedule, a SC may submit to
         the ISO a Revised Schedule, which shall be a Balanced Schedule. There
         are no Revised Schedules in the Hour-Ahead Market.

SP 3.1.6 FINAL SCHEDULES

         If the ISO notifies a SC that there will be no Congestion on the ISO
         Controlled Grid based on the Preferred Schedules submitted by all SCs,
         the Preferred Schedule shall become that SC's Final Schedule. If the
         ISO has adjusted the SC's Preferred Schedule to match Inter-Scheduling
         Coordinator Trades then the adjusted Preferred Schedule








                                                                    Page No. 605


         shall become that SC's Final Schedule. If the ISO notifies a SC that
         there will be no Congestion on the ISO Controlled Grid based on the
         Revised Schedules submitted by all SCs, the Revised Schedule shall
         become that SC's Final Schedule. If the ISO has adjusted the SC's
         Revised Schedule to match Inter-Scheduling Coordinator Trades then the
         adjusted Revised Schedule shall become that SC's Final Schedule. If
         there is Congestion based on the Revised Schedules or mismatches in
         Inter-Scheduling Coordinator Trades, the ISO shall adjust the Revised
         Schedules and issue Final Schedules. The SCs will be notified, via
         WEnet, that their Schedules have become final. The ISO will also
         publish a final set of Usage Charges for Energy transfers between
         Zones, applicable to all SCs.

SP 3.2   DAY-AHEAD MARKET

         The Day-Ahead Market is a forward market for Energy and Ancillary
         Services. The Day-Ahead Market operates individually for each
         Settlement Period of the Trading Day. The Day-Ahead Market starts at
         6:00 pm two days ahead of the Trading Day and ends at 1:00 pm on the
         day ahead of the Trading Day, at which time the ISO issues the Final
         Day-Ahead Schedules.

SP 3.2.1 BY 6:00 PM, TWO DAYS AHEAD

         By 6:00 pm two days ahead of the Trading Day (for example, by 6:00 pm
         on Monday for the Wednesday Trading Day), the ISO will publish, via
         WEnet, the following information for each Settlement Period of the
         Trading Day:

         (a)      a forecast of conditions on the ISO Controlled Grid, including
                  transmission line and other transmission facility Outages;

         (b)      a forecast of Generation Meter Multipliers (GMMs), as
                  developed in accordance with SP 4, at each Generator location
                  and Scheduling Point;

         (c)      a forecast of system Demands by Zone;

         (d)      an estimate of the Ancillary Services requirements for the ISO
                  Control Area (see the ASRP for the details on these
                  requirements);

         (e)      a forecast of Loop Flows over interfaces with other Control
                  Areas;

         (f)      a forecast of the potential for Congestion conditions;

         (g)      a forecast of total and Available Transfer Capacity over
                  certain rated transmission paths and Inter-Zonal Interfaces.








                                                                    Page No. 606


SP 3.2.2 BY 6:00 AM, ONE DAY AHEAD

         By 6:00 am on the day ahead of the Trading Day (for example, by 6:00 am
         on Tuesday for the Wednesday Trading Day), the following information
         flows for each Settlement Period of the Trading Day will be required to
         take place:

         (a)      SCs will provide, via WEnet, the ISO with forecasts of their
                  Direct Access Demand by UDC Service Area;

         (b)      the ISO will publish, via WEnet, an updated forecast of system
                  Demands and of the Ancillary Services requirements; and

         (c)      the ISO will validate (in accordance with the SBP) the
                  information submitted above by SCs and UDCs.

SP 3.2.3 BY 6:30 AM, ONE DAY AHEAD

         By 6:30 am on the day ahead of the Trading Day (for example, by 6:30 am
         on Tuesday for the Wednesday Trading Day) and for each Settlement
         Period of the Trading Day the ISO will provide to UDCs, via WEnet, the
         sum of the SCs' Direct Access Demand forecasts by UDC Service Area; and

SP 3.2.4 [UNUSED]

SP 3.2.5 [UNUSED]

SP 3.2.6 BY 10:00 AM, ONE DAY AHEAD

SP 3.2.6.1 ACTIONS BY SCS AND THE ISO

           By 10:00 am on the day ahead of the Trading Day (for example, by
           10:00 am on Tuesday for the Wednesday Trading Day) and for each
           Settlement Period of that Trading Day (see SP 3.2.6.2 for information
           on the pre-validation performed at 10 minutes prior to the 10:00 am
           deadline):

           (a)      SCs will submit their Preferred Day-Ahead Schedules to the
                    ISO in accordance with the SBP;

           (b)      SCs will submit, as part of their Preferred Day-Ahead
                    Schedules, their Adjustment Bids, if any, to the ISO in
                    accordance with the SBP;

           (c)      SCs will submit their Ancillary Services bids, if any, to
                    the ISO in accordance with the SBP and SP 9;

           (d)      SCs will submit their schedules for self-provided Ancillary
                    Services, if any, to the ISO in accordance with the SBP and
                    SP 9;








                                                                    Page No. 607


           (e)      the ISO will validate (in accordance with the SBP) all SC
                    submitted Preferred Day-Ahead Schedules for Energy and
                    Adjustment Bids and may assist SCs to resolve mismatches in
                    scheduled quantities or locations for Inter-Scheduling
                    Coordinator Trades in accordance with the procedure
                    described in SP 3.2.6.4;

           (f)      the ISO will validate (in accordance with the SBP) all SC
                    submitted schedules for self-provided Ancillary Services and
                    Ancillary Services bids which were part of their Preferred
                    Day-Ahead Schedules;

           (g)      the ISO will start the first iteration of Inter-Zonal
                    Congestion Management process as described in SP 10;

           (h)      the ISO will start the Ancillary Services bid evaluation
                    process as described in SP 9;

           (i)      the ISO will notify SCs of any Reliability Must-Run Units
                    which have not been included in Preferred Day-Ahead
                    Schedules but which the ISO requires to run in the Trading
                    Day, except in those instances where a Reliability Must-Run
                    Unit requires more than one day's notice, in which case the
                    ISO may notify the applicable SC more than one day in
                    advance of the Trading Day; and

           (j)      the ISO will notify SCs of any Ancillary Services it
                    requires from specific Reliability Must-Run Units under
                    their Reliability Must-Run Contracts in the Trading Day.

SP 3.2.6.2 PRE-VALIDATION

           At 10 minutes prior to the deadline for submittal of the Preferred
           Day-Ahead Schedules, Adjustment Bids, schedules for self-provided
           Ancillary Services, and Ancillary Services bids (the "submittal"),
           the ISO shall conduct a pre-validation of the stage two validation
           described in the SBP. The purpose of this is to allow the SCs,
           particularly those involved in the Inter-Scheduling Coordinator
           Trades, to identify and resolve any validation problems. The ISO will
           immediately communicate the results of each SC's pre-validation to
           that SC via WEnet.

SP 3.2.6.3 INVALIDATION

           Invalidation of the submittal for any Settlement Period results in
           rejection of the submittal for all Settlement Periods of the relevant
           Trading Day. During the initial operations of the ISO, the ISO may
           assist SCs to resolve mismatches in the scheduled quantities or
           locations for Inter-Scheduling Coordinator Trades contained in their








                                                                    Page No. 608


           Preferred Schedules in accordance with SP 3.2.6.4. SCs may check at
           any time prior to 10:00 am whether or not their submittal will pass
           the ISO's validation checks at 10:00 am. It is the responsibility of
           the SCs to perform such checks since Preferred Day-Ahead Schedules,
           Adjustment Bids, Schedules of self-provided Ancillary Services and
           Ancillary Services bids which are invalidated cannot be resubmitted
           after 10:00 am for the Day-Ahead Market, except that, during the
           initial period of ISO operations, the ISO will allow resubmission of
           Preferred Schedules which have mismatches in the scheduled quantities
           or locations for Inter-Scheduling Coordinator Trades. The ISO will
           immediately communicate the results of each SC's 10:00 am validation
           to that SC via WEnet.

SP 3.2.6.4 INTER-SCHEDULING COORDINATOR TRADES - MISMATCHES

           During the initial period of ISO operations, if the ISO detects a
           mismatch in the scheduled quantities or locations for
           Inter-Scheduling Coordinator Trades, the ISO will promptly notify
           both the receiving and sending SCs that a mismatch exists and will
           specify the time, which will allow them approximately one half-hour,
           by which they may submit modified Schedules which resolve the
           mismatch. If the SCs are unable to resolve the mismatch as to
           quantities in the allotted time and provided there is no dispute as
           to whether the trade occurred or over its location, then the ISO may
           adjust the SCs' Schedules in accordance with the following procedure:

           (a)    The ISO will determine which Schedule contains the higher
                  scheduled quantity of Energy for the Inter-Scheduling
                  Coordinator Trade and will reduce it so that it is equal to
                  the lower scheduled quantity. However, if the Schedule
                  specifying the higher scheduled quantity of Energy contains
                  only Inter-Scheduling Coordinator Trades, the ISO will
                  increase the Schedule specifying the lower quantity of Energy
                  so that it is equal to the higher scheduled quantity of
                  Energy.

           (b)    If there is a dispute between the SCs as to whether the trade
                  occurred or over its location, the ISO will remove the
                  disputed trade from the Schedules in which it appears.

           (c)    As a consequence of the adjustments under (a) or (b) above,
                  the SCs whose Schedules have been adjusted will no longer have
                  a Balanced Schedule. The ISO will adjust their resources based
                  on the following priority: Demands, exports, imports,
                  Generation, and other Inter-Scheduling Coordinator Trades.

           (d)    The adjustments to each SC's portfolio will be based on the
                  Adjustment Bids provided by the SC.








                                                                    Page No. 609


         (e)      The ISO will notify each SC whose Schedule has been adjusted
                  as to the adjustment in its Schedule.

SP 3.2.7 BY 11:00 AM, ONE DAY AHEAD

         By 11:00 am on the day ahead of the Trading Day (for example, by 11:00
         am on Tuesday for the Wednesday Trading Day) and for each Settlement
         Period of that Trading Day:

         (a)      the ISO will complete the first iteration of the Inter-Zonal
                  Congestion Management process described in SP 10 (if
                  Inter-Zonal Congestion does not exist in any Settlement Period
                  of the Trading Day, the scheduling process will continue with
                  the steps at SP 3.2.9);

         (b)      the ISO will provide, via WEnet, Suggested Adjusted Day-Ahead
                  Schedules for Energy to all SCs which submitted Preferred
                  Day-Ahead Schedules at 10:00 am, including the SCs which it is
                  proposed should, as a result of Inter-Zonal Congestion
                  Management, have their Preferred Day-Ahead Schedules modified;

         (c)      the ISO will publish on WEnet the estimated Day-Ahead Usage
                  Charge rate (in $/MWh of scheduled flow) for Energy transfers
                  between Zones; and

         (d)      the ISO will provide, via WEnet, along with the Suggested
                  Adjusted Day-Ahead Schedules, schedules for Ancillary Services
                  to the SCs which either:

                  (i)      submitted Ancillary Services bids and which, as a
                           result, are proposed to supply Ancillary Services; or

                  (ii)     submitted schedules to self-provide Ancillary
                           Services and which schedules have been accepted by
                           the ISO.

SP 3.2.8   BY 12:00 NOON, DAY AHEAD

           By 12:00 noon on the day ahead of the Trading Day (for example, by
           12:00 noon on Tuesday for the Wednesday Trading Day) and for each
           Settlement Period of that Trading Day (except where Inter-Zonal
           Congestion does not exist, in which case, the scheduling process will
           omit this step):

SP 3.2.8.1 ACTIONS BY SCS AND THE ISO

           (a)      SCs will submit Revised Day-Ahead Schedules to the ISO, in
                    response to the ISO's Suggested Adjusted Day-Ahead
                    Schedules, in accordance with the SBP;








                                                                    Page No. 610


           (b)    SCs will submit, as part of their Revised Day-Ahead Schedules,
                  revised Adjustment Bids (allowing the range of usage to
                  change, but not the prices), if any, to the ISO in accordance
                  with the SBP;

           (c)    SCs will submit revised Ancillary Services bids, if any, to
                  the ISO in accordance with the SBP and SP 9;

           (d)    SCs will submit their schedules for self-provided Ancillary
                  Services, if any, to the ISO in accordance with the SBP and SP
                  9;

           (e)    the ISO will validate (in accordance with the SBP) all SC
                  submitted Revised Day-Ahead Schedules for Energy and
                  Adjustment Bids and may assist SCs to resolve mismatches in
                  scheduled quantities or locations for Inter-Scheduling
                  Coordinator Trades in accordance with the same procedure
                  described in SP 3.2.8.4;

           (f)    the ISO will validate (in accordance with the SBP) all SC
                  submitted schedules for self-provided Ancillary Services and
                  Ancillary Services bids which were part of their Revised
                  Day-Ahead Schedules;

           (g)    the ISO will start the second (and final) iteration of the
                  Inter-Zonal Congestion Management process as described in SP
                  10;

           (h)    the ISO will start the second (and final) iteration of the
                  Ancillary Services bid evaluation process as described in SP
                  9; and

           (i)    the ISO will use the SC's Preferred Day-Ahead Schedule in the
                  event the SC does not submit a Revised Day-Ahead Schedule. If
                  a SC desires to revise only part of its Preferred Day-Ahead
                  Schedule, those portions of the Revised Day-Ahead Schedule
                  must be submitted, including both the removal of any resources
                  in the Preferred Day-Ahead Schedule which are not to be
                  included in the Revised Day-Ahead Schedule and the addition of
                  any resources that were not included in the Preferred
                  Day-Ahead Schedule but that are to be included in the Revised
                  Day-Ahead Schedule. A SC's failure to remove such resources
                  will cause the Revised Schedule to be unbalanced, and rejected
                  as such in the ISO's validation process.

SP 3.2.8.2 PRE-VALIDATION

           At 10 minutes prior to the deadline for submittal of the Revised
           Day-Ahead Schedules, Adjustment Bids, schedules for self-provided
           Ancillary Services, and Ancillary Services bids (the "submittal"),
           the ISO shall conduct a pre-validation of the stage two validation








                                                                    Page No. 611


           described in the SBP. The purpose of this is to allow the SCs,
           particularly those involved in Inter-Scheduling Coordinator Trades,
           to identify and resolve any validation problems. The ISO will
           immediately communicate the results of the pre-validation of each
           SC's submittal to that SC via WEnet.

SP 3.2.8.3 INVALIDATION

           Invalidation of the submittal for any Settlement Period results in
           rejection of the submittal for all Settlement Periods of the relevant
           Trading Day. During the initial operations of the ISO, the ISO may
           assist SCs to resolve mismatches in the scheduled quantities or
           locations for Inter-Scheduling Coordinator Trades in accordance with
           3.2.8.4. SCs may check at any time prior to 12:00 noon whether or not
           their submittal will pass the ISO's validation checks (which are
           undertaken at 12:00 noon). It is the responsibility of the SCs to
           perform such checks since Revised Day-Ahead Schedules, Adjustment
           Bids, schedules of self-provided Ancillary Services and Ancillary
           Services bids which are invalidated cannot be resubmitted after 12:00
           noon for the Day-Ahead Market, except that during the initial period
           of operations, the ISO will allow resubmission of Schedules to
           resolve mismatches in the scheduled quantities and locations for
           Inter-Scheduling Coordinator Trades. The ISO will immediately
           communicate the results of each SC's 12:00 noon validation to that SC
           via WEnet.

SP 3.2.8.4 INTER-SCHEDULING COORDINATOR TRADES - MISMATCHES

           During the initial period of ISO operations, if the ISO detects a
           mismatch in the scheduled quantities or locations for
           Inter-Scheduling Coordinator Trades, the ISO will promptly notify
           both the receiving and sending SCs that a mismatch exists and will
           specify the time, which will allow them approximately one half-hour,
           by which they may submit modified Schedules which resolve the
           mismatch. If the SCs are unable to resolve the mismatch as to
           quantities in the allotted time and provided there is no dispute as
           to whether the trade occurred or over its location, the ISO may
           adjust the SCs' Schedules in accordance with the following procedure:

           (a)    The ISO will determine which Schedule contains the higher
                  scheduled quantity of Energy for the Inter-Scheduling
                  Coordinator Trade and will reduce it so that it is equal to
                  the lower scheduled quantity. However, if the Schedule
                  specifying the higher scheduled quantity of Energy contains
                  only Inter-Scheduling Coordinator Trades, the ISO will
                  increase the








                                                                    Page No. 612


                  Schedule specifying the lower quantity of Energy so that it is
                  equal to the higher scheduled quantity of Energy.

         (b)      If there is a dispute between the SCs as to whether the trade
                  occurred or over its location, the ISO will remove the
                  disputed trade from the Schedules in which it appears.

         (c)      As a consequence of the adjustments under (a) or (b) above,
                  the SCs whose Schedules have been adjusted will no longer have
                  a Balanced Schedule. The ISO will adjust their resources based
                  on the following priority: Demands, exports, imports,
                  Generation, and other Inter-Scheduling Coordinator Trades.

         (d)      The adjustments to each SC's portfolio will be based on the
                  Adjustment Bids provided by the SC.

         (e)      The ISO will notify each SC whose Schedule has been adjusted
                  as to the adjustment in its Schedule.

SP 3.2.9 BY 1:00 PM, DAY AHEAD

         By 1:00 pm on the day ahead of the Trading Day (for example, by 1:00 pm
         on Tuesday for the Wednesday Trading Day) and for each Settlement
         Period of that Trading Day:

         (a)      the ISO will complete the second iteration, if necessary, of
                  the Inter-Zonal Congestion Management process described in SP
                  10;

         (b)      the ISO will provide, via WEnet, Final Day-Ahead Schedules to
                  all SCs which, depending on the existence of Inter-Zonal
                  Congestion, could be:

                  (i)      the Preferred Day-Ahead Schedules (when no Congestion
                           was found at 11:00 am and no mismatched
                           Inter-Scheduling Coordinator Trades);

                  (ii)     the Revised Day-Ahead Schedules (when no Congestion
                           was found at 1:00 pm and no mismatched
                           Inter-Scheduling Coordinator Trades);

                  (iii)    modified Revised Day-Ahead Schedules for those SCs
                           which had their Revised Day-Ahead Schedules for
                           Energy modified for Inter-Zonal Congestion or
                           mismatches in Inter-Scheduling Coordinator Trades; or

                  (iv)     modified Preferred Day-Ahead Schedules for those SCs
                           which had their Preferred Schedule for Energy
                           modified for Inter-Scheduling Coordinator Trade
                           mismatches;








                                                                    Page No. 613


         (c)      the ISO will publish on WEnet the Day-Ahead Usage Charge rate
                  (in $/MWh of scheduled flow) for Energy transfer between
                  Zones, if any;

         (d)      the ISO will provide, via WEnet, as part of the Final
                  Day-Ahead Schedules, schedules for Ancillary Services to the
                  SCs which either:

                  (i)      submitted Ancillary Services bids and which, as a
                           result, have been selected to supply Ancillary
                           Services; or

                  (ii)     submitted schedules to self-provide Ancillary
                           Services and which schedules have been validated by
                           the ISO; and

         (e)      the ISO will coordinate with adjacent Control Areas on the net
                  schedules between the ISO Control Area and such other Control
                  Areas. If the ISO and the operator of an adjacent Control Area
                  have different records with respect to the net schedules,
                  individual SC intertie schedules will be examined. If the
                  other Control Area's records are determined to be correct, the
                  ISO will notify the affected SC. The affected SC is required
                  to correct its schedule in the Hour-Ahead Market.

SP 3.2.10 BY 1:30 PM, DAY AHEAD

          By 1:30 pm on the day ahead of the Trading Day (for example, by 1:30
          pm on Tuesday for the Wednesday Trading Day) and for each Settlement
          Period of the Trading Day the ISO will publish, via WEnet, an updated
          forecast of system Demands. SP 3.3 HOUR-AHEAD MARKET (a) The
          Hour-Ahead Market is a "deviations" market in that it represents
          changes from the Day-Ahead Market commitments already made for each
          Settlement Period in the Trading Day. The SCs do not schedule these
          deviations. Instead, these deviations are calculated by the ISO as the
          difference between the Final Hour-Ahead Schedules (reflecting updated
          forecasts of Generation, Demand, external imports/exports and
          Inter-Scheduling Coordinator Trades) and the Final Day-Ahead
          Schedules. If a SC does not submit a valid Preferred Hour-Ahead
          Schedule, its Final Day-Ahead Schedule will be deemed to be its
          Preferred Hour-Ahead Schedule.

          (b)     The Hour-Ahead Markets for each Settlement Period of each
                  Trading Day open when the Day-Ahead Market commitments are
                  made for the same Trading Day. Hour-Ahead Market commitments
                  are made one hour ahead of the start of the








                                                                    Page No. 614


                  applicable Settlement Period, at which time the ISO issues the
                  Final Hour-Ahead Schedules. There is an option in the bid
                  submittal process for a SC to submit a Schedule or bid for one
                  Settlement Period of the Trading Day or a set of Schedules and
                  bids for all Settlement Periods of the Trading Day (but only
                  between 1:00 pm and 12:00 midnight the day before).

SP 3.3.1   BY TWO HOURS AHEAD

           By two hours ahead of the Settlement Period (for example, by 10:00 am
           for the Settlement Period starting at 12:00 noon [or hour ending
           1300]) and with respect to that Settlement Period:

SP 3.3.1.1 ACTIONS BY SCS AND THE ISO

           (a)    SCs will submit their Preferred Hour-Ahead Schedules to the
                  ISO in accordance with the SBP;

           (b)    SCs will submit, as part of their Preferred Hour-Ahead
                  Schedules, their Adjustment Bids, if any, to the ISO in
                  accordance with the SBP;

           (c)    SCs will submit their Ancillary Services bids, if any, to the
                  ISO in accordance with the SBP and SP 9;

           (d)    SCs will submit their Schedules for self-provided Ancillary
                  Services, if any, to the ISO in accordance with the SBP and SP
                  9;

           (e)    the ISO will validate (in accordance with the SBP) all SC
                  submitted Preferred Hour-Ahead Schedules for Energy and
                  Adjustment Bids;

           (f)    the ISO will validate (in accordance with the SBP) all SC
                  submitted Schedules for self-provided Ancillary Services and
                  Ancillary Services bids which were part of their Preferred
                  Hour-Ahead Schedules;

           (g)    the ISO will start the Inter-Zonal Congestion Management
                  process as described in SP 10; and

           (h)    the ISO will start the Ancillary Services bid evaluation
                  process as described in SP 9.

SP 3.3.1.2 PRE-VALIDATION

           At 10 minutes prior to the deadline for submittal of the Preferred
           Hour-Ahead Schedules, Adjustment Bids, schedules for self-provided
           Ancillary Services, and Ancillary Services bids (the "submittal"),
           the ISO shall conduct a pre-validation of the stage two validation








                                                                    Page No. 615


           described in the SBP. The purpose of this is to allow the SCs,
           particularly those involved in the Inter-Scheduling Coordinator
           Trades, to identify and resolve any validation problems. The ISO will
           immediately communicate the results of the pre-validation of each
           SC's submittal to that SC via WEnet.

SP 3.3.1.3 INVALIDATION

           Invalidation of the submittal results in rejection of the submittal.
           SCs may check at any time prior to two hours ahead of the relevant
           Settlement Period whether or not their submittals will pass the ISO's
           validation checks (which are undertaken at two hours ahead of the
           Settlement Period). It is the responsibility of SCs to perform such
           checks since Preferred Hour-Ahead Schedules, Adjustment Bids,
           schedules of self-provided Ancillary Services and Ancillary Services
           bids which are invalidated cannot be resubmitted for the Hour-Ahead
           Market after two hours ahead of the relevant Settlement Period. The
           ISO will immediately communicate the results of each SC's two hour
           ahead validation to that SC via WEnet.

SP 3.3.2   BY ONE HOUR AHEAD

           By one hour ahead of the Settlement Period (for example, by 11:00 am
           for the Settlement Period starting at 12:00 noon [or hour ending
           1300]) and in respect of that Settlement Period:

           (a)    The ISO will use the SC's Final Day-Ahead Schedule, without
                  any Day-Ahead Adjustment Bids or Day-Ahead Ancillary Service
                  bids, in the event the SC's Preferred Hour-Ahead Schedule
                  fails validation. If a SC desires to submit an Hour-Ahead
                  Schedule that is different than its Final Day-Ahead Schedule
                  the SC must submit the Hour-Ahead Schedule including the
                  addition or removal of any resources (i.e., for those
                  resources to be removed, a zero value for the hourly MW
                  quantity) in its Final Day-Ahead Schedule that are to be
                  added, or that are not to be included, in the Hour-Ahead
                  Schedule. A SC's failure to add or remove such resources will
                  cause the Hour-Ahead Schedule to be unbalanced, and rejected
                  as such in the ISO's validation process.

           (b)    the ISO will complete, if necessary, the Inter-Zonal
                  Congestion Management process described in SP 10;

           (c)    the ISO will provide, via WEnet, Final Hour-Ahead Schedules
                  for Energy to the ISO's real time dispatchers for use under
                  the DP and to all SCs which, depending on the existence of
                  Inter-Zonal Congestion, could be:








                                                                    Page No. 616


                  (i)      the Preferred Hour-Ahead Schedules (when no
                           Congestion was found at one hour ahead); or

                  (ii)     modified Preferred Hour-Ahead Schedules for those SCs
                           which had their Preferred Hour-Ahead Schedules for
                           Energy modified for Inter-Zonal Congestion; and

         (d)      the ISO will publish on WEnet the Hour-Ahead Usage Charge rate
                  (in $/MWh of scheduled flow) for Energy transfers between
                  Zones, if any;

         (e)      the ISO will provide, via WEnet, as part of the Final
                  Hour-Ahead Schedules, schedules for Ancillary Services to the
                  ISO's real time dispatchers for use under the DP and to the
                  SCs which either:

                  (i)      submitted Ancillary Services bids and which, as a
                           result, have been selected to supply Ancillary
                           Services; or

                  (ii)     submitted schedules to self-provide Ancillary
                           Services and which schedules have been validated by
                           the ISO; and

         (f)      each SC will provide the ISO, via a form and by means of
                  communication specified by the ISO, resource specific
                  information for all Generating Units and Curtailable Demands
                  constituting its System Unit, if any, scheduled or bid into
                  the ISO's Day-Ahead Market and/or Hour-Ahead Market for
                  Ancillary Services.

         (g)      the ISO will coordinate with adjacent Control Areas on the net
                  schedules between the ISO Control Area and such other Control
                  Areas. If the ISO and the operator of an adjacent Control Area
                  have different records with respect to the net schedules,
                  individual SC intertie schedules will be examined. If the
                  other Control Area operator's records were in error, no
                  changes will be required by the ISO or SCs. If the other
                  Control Area operator's records are determined to be correct,
                  the ISO will notify the affected SC. The ISO will manually
                  adjust the affected SC's schedule to conform with the other
                  Control Area operator's net schedule, in real time, and the
                  affected SC will be responsible for managing any resulting
                  Energy imbalance.

SP 4     TRANSMISSION SYSTEM LOSS MANAGEMENT

SP 4.1   OVERVIEW

         (a)      A SC must ensure that each Schedule it submits to the ISO is a
                  Balanced Schedule in which aggregate Generation and external








                                                                    Page No. 617


                  imports (adjusted for Transmission Losses) and
                  Inter-Scheduling Coordinator Trades equals the aggregate
                  Forecast Demand and external exports. The ISO will, for this
                  purpose, specify GMMs for each Energy supply source
                  (Generating Units and external imports at Scheduling Points)
                  to account for the Energy lost in transmitting power from
                  Generating Units and/or Scheduling Points to Load.
                  Inter-Scheduling Coordinator Trades will not be subject to
                  such adjustments, beyond the impact of GMMs on the respective
                  SC's Generation and external imports. The ISO will, in
                  accordance with this SP 4, derive a location specific GMM for
                  each Generating Unit and external import on the ISO Controlled
                  Grid.

         (b)      At all times, the ISO will make available GMMs for the seven
                  Trading Days starting with the Trading Day after the next
                  Trading Day. Each day, at 6:00 pm, the ISO will calculate and
                  publish, via WEnet, the GMMs applicable to the Day-Ahead
                  Markets and the Hour-Ahead Markets for the eighth (8th)
                  Trading Day forward. In other words, if the current Trading
                  Day is day 0, the ISO will publish at 6:00 pm today, via
                  WEnet, the GMMs for Trading Days 2 through 8. On Trading Day
                  1, at 6:00 pm, the ISO will drop the GMMs for Trading Day 1
                  and add the newly calculated GMMs for Trading Day 9, with the
                  GMMs for Trading Days 3 through 8 remaining the same.

SP 4.2   GENERATOR METER MULTIPLIERS (GMMS)

SP 4.2.1 DERIVATION OF GMMS

         (a)      The ISO will utilize the Power Flow Model to determine the
                  GMMs which will be used to allocate, to each Generating Unit
                  and external import, scheduled and re-estimated Transmission
                  Losses.

         (b)      For each Settlement Period, the GMMs will be first calculated
                  before SCs submit Day-Ahead Preferred Schedules. Prior to the
                  time when SCs are required to submit their Day-Ahead Preferred
                  Schedules, the ISO will forecast the total Control Area
                  Demand. This forecast, along with the ISO forecast of
                  Generation and Demand patterns throughout the ISO Control
                  Area, will be used to develop estimated GMMs for each
                  Generating Unit and each external import. The ISO will
                  calculate and publish (in accordance with SP 3.2.1) GMMs for
                  each Settlement Period to reflect different expected
                  Generation and Demand patterns and expected operations and
                  maintenance requirements, such as line








                                                                    Page No. 618


                  Outages, which could affect Transmission Loss determination
                  and allocation.

         (c)      After determination of the Final Schedules in the Hour-Ahead
                  Market, the ISO will utilize the Power Flow Model to calculate
                  revised GMMs to allocate re-estimated Transmission Losses to
                  each Generating Unit and each external import. This run of the
                  Power Flow Model will use Generation and Demand from the Final
                  Hour-Ahead Schedule. Any difference between scheduled and
                  re-estimated Transmission Losses will be considered as an
                  Imbalance Energy deviation and will be purchased or sold in
                  the Real Time Market at the Hourly Ex Post Price.

SP 4.2.2 METHODOLOGY FOR CALCULATING TRANSMISSION LOSSES

         (a)      The ISO Power Flow Model will be utilized to calculate the
                  effects on total Transmission Losses at each Generating Unit
                  and Scheduling Point by calculating the sensitivity of
                  injecting Energy at each Generating Unit bus or Scheduling
                  Point to serve an increment of Demand distributed
                  proportionately throughout the ISO Control Area. This will
                  produce the Full Marginal Loss Rate at each Generating Unit
                  and Scheduling Point.

         (b)      The ISO will then determine the ratio of expected Transmission
                  Losses to the total Transmission Losses that would be
                  collected if Full Marginal Loss Rates were utilized to
                  determine Transmission Losses. This ratio is referred to as
                  the Loss Scale Factor.

         (c)      The ISO will then multiply the Loss Scale Factor by the Full
                  Marginal Loss Rate at each Generating Unit or Scheduling Point
                  to determine each Generating Unit's or external import's
                  Scaled Marginal Loss Rate. The GMM is calculated by
                  subtracting the Scaled Marginal Loss Rate from unity.

SP 4.3   EXISTING CONTRACTS AND TRANSMISSION LOSSES

         Certain Existing Contracts may have requirements for Transmission Loss
         accountability which differ from the provisions of this SP 4. Each PTO
         will be responsible for recovering any deficits or crediting any
         surpluses, associated with differences in assignment of Transmission
         Loss requirements, through its bilateral arrangements or its
         Transmission Owner's Tariff. The ISO will not undertake the settlement
         or billing of any such differences under any Existing Contract.








                                                                    Page No. 619


SP 5     RELIABILITY MUST-RUN GENERATION

SP 5.1   PROCUREMENT OF RELIABILITY MUST-RUN GENERATION BY THE ISO

SP 5.1.1 ANNUAL RELIABILITY MUST-RUN FORECAST - TECHNICAL EVALUATION

         On an annual basis, the ISO will carry out technical evaluations based
         upon historic patterns of the operation of the ISO Controlled Grid and
         the ISO's forecast requirements for maintaining the reliability of the
         ISO Controlled Grid in the next year. The ISO will then determine which
         Generating Units it requires to continue to be Reliability Must-Run
         Units, which Generating Units it no longer requires to be Reliability
         Must-Run Units and which Generating Units it requires to become the
         subject of a Reliability Must-Run Contract which had not previously
         been so contracted to the ISO. None of the Generating Units owned by
         Local Publicly Owned Electric Utilities are planned to be designated as
         Reliability Must-Run Units by the ISO as of the ISO Operations Date but
         are expected to be operated in such a way as to maintain the safe and
         reliable operation of the interconnected transmission system comprising
         the ISO Control Area. However, in the future, Local Publicly Owned
         Electric Utilities may contract with the ISO to provide Reliability
         Must-Run Generation.

SP 5.1.2 ANNUAL RELIABILITY MUST-RUN FORECAST - TECHNICAL STUDIES

         The ISO will perform off-line technical studies, adopt existing
         procedures developed by PTOs and/or develop new operating procedures to
         identify the Reliability Must-Run requirements for various levels of
         system Demand.

SP 5.2   DESIGNATION OF GENERATING UNIT AS RELIABILITY MUST-RUN

         The ISO will have the right at any time based upon ISO Controlled Grid
         technical analyses and studies to designate or disqualify a Generating
         Unit as a Reliability Must-Run Unit.

SP 5.3   SCHEDULING OF RELIABILITY MUST-RUN GENERATION

         The ISO will notify SCs of any Reliability Must-Run Units not included
         in the Preferred Day-Ahead Schedules but which the ISO requires to run
         at 10 am on the day ahead of the Trading Day, as described in SP 3.2.6.
         The ISO will decrement SCs' scheduled Generation to accommodate the
         output of these Reliability Must-Run Units as part of the real time
         Intra-Zonal Congestion Management process described in DP 7.4.








                                                                    Page No. 620


SP 5.4   SCHEDULING OF RELIABILITY MUST-RUN ANCILLARY SERVICES

         The ISO will notify SCs of any Ancillary Services it requires from
         Reliability Must-Run Units under their Reliability Must-Run Contracts
         at 10 am on the day ahead of the Trading Day, as described in SP 3.2.6.

SP 6     [UNUSED]

SP 7     MANAGEMENT OF EXISTING CONTRACTS FOR TRANSMISSION SERVICE

SP 7.1   OBLIGATIONS OF PARTICIPATING TRANSMISSION OWNERS AND SCHEDULING
         COORDINATORS

SP 7.1.1 Participating Transmission Owners

         Prior to the ISO accepting Schedules which include the use of Existing
         Rights or Non-Converted Rights under Existing Contracts, the
         Responsible PTO (as defined in the SBP) must have provided the ISO with
         the information required in the Transmission Control Agreement and the
         SBP, including transmission rights/curtailment instructions
         ("instructions") supplied in a form and by means of communication
         specified by the ISO.

SP 7.1.2 SCHEDULING COORDINATORS

         The ISO will accept valid Schedules from a Responsible PTO that is the
         SC for the Existing Contract rights holders, or from Existing Contract
         rights holders that are SCs, or that are represented by a SC other than
         the Responsible PTO. Schedules submitted by SCs to the ISO which
         include the use of Existing Rights or Non-Converted Rights under
         Existing Contracts must be submitted in accordance with the SBP and
         this SP.

SP 7.2   ALLOCATION OF FORECASTED TOTAL TRANSFER CAPABILITIES

SP 7.2.1 CATEGORIES OF TRANSMISSION CAPACITY

         As used in this SP, references to new firm uses shall mean any use of
         ISO transmission service, except for uses associated with Existing
         Rights and Non-Converted Rights under Existing Contracts. Prior to the
         start of the Day-Ahead scheduling process, for each Inter-Zonal
         Interface, the ISO will allocate the forecasted total transfer
         capability of the Interface to four categories. This allocation will
         represent the ISO's best estimates at the time, and is not intended to
         affect any








                                                                    Page No. 621


         rights provided under Existing Contracts, except as provided in SP 7.4.
         The ISO's forecast of total transfer capability for each Inter-Zonal
         Interface will depend on prevailing conditions for the relevant Trading
         Day, including, but not limited to, the effects of parallel path
         (unscheduled) flows and/or other limiting operational conditions. This
         information will be posted on WEnet by the ISO in accordance with SP
         3.2.1. In accordance with Section 2.4.4.5.1.4 of the , the
         four categories are as follows:

         (a)      transmission capacity that must be reserved for firm Existing
                  Rights and firm Non-Converted Rights;

         (b)      transmission capacity that may be allocated for use as ISO
                  transmission service (i.e., "new firm uses");

         (c)      transmission capacity that may be allocated by the ISO for
                  conditional firm Existing Rights and conditional firm
                  Non-Converted Rights; and

         (d)      transmission capacity that may remain for any other uses, such
                  as non-firm Existing Rights and non-firm Non-Converted Rights
                  for which the Responsible PTO has no discretion over whether
                  or not to provide such non-firm service.

SP 7.2.2 PRIORITIZATION OF TRANSMISSION USES

         The following rules are designed to enable the ISO to honor Existing
         Contracts in accordance with Sections 2.4.3 and 2.4.4 of the ISO
         Tariff, except as may be limited by the operation of SP 7.4. Regardless
         of the success of the application of such rules, it is intended that
         the rights under Existing Contracts will be honored as contemplated by
         the  except as may be limited by the operation of SP 7.4. In
         each of the categories described in SP 7.2.1, the terms and conditions
         of service may differ among transmission contracts. These differences
         will be described by each Responsible PTO in the instructions submitted
         to the ISO in advance of the scheduling process in accordance with the
         SBP. In addition, Generation, Inter-Scheduling Coordinator Trade
         imports or external imports in one Zone must be matched by an equal
         magnitude of Demand, Inter-Scheduling Coordinator Trade exports or
         external exports in an adjacent Zone (see SP 7.2.3 for a summary of
         allowable linkages). Scheduling and curtailment priorities associated
         with each category will be defined by SCs through the use of Adjustment
         Bids submitted as part of their Schedules as described in the following
         (see the SBP for a more general description of the use of Adjustment
         Bids to establish priorities within Existing Contracts and to establish
         priorities for Reliability Must-Run Generation):








                                                                    Page No. 622


         (a)      Transmission capacity for Schedules will be made available to
                  holders of firm Existing Rights and firm Non-Converted Rights
                  in accordance with this SP and the terms and conditions of
                  their Existing Contracts. In the event that the firm uses of
                  these rights must be curtailed, they will be curtailed on the
                  basis of "high priced Adjustment Bids". So as not to be
                  curtailed before any other scheduled use of Congested
                  Inter-Zonal Interface capacity, these high priced Adjustment
                  Bids must fall within a range to be specified by the ISO (for
                  example, a difference of $9,000/MWh to $10,000/MWh for Demand
                  or external exports and a difference of -$9,000/MWh to
                  -$10,000/MWh for Generation or external imports). This range
                  will be reserved strictly for use in association with the
                  prioritization of firm Existing Rights and firm Non-Converted
                  Rights to use available Inter-Zonal Interface transmission
                  capacity. These high priced Adjustment Bids are only for the
                  ISO's use, in the context of Congestion Management, in
                  recognizing the various levels of priority that may exist
                  among the scheduled uses of firm transmission service. These
                  high priced Adjustment Bids will not affect any other rights
                  under Existing Contracts. To the extent that the MW amount
                  exceeds the MW amount specified in the Existing Contract, the
                  excess scheduled amount will be treated as a new firm use of
                  ISO transmission services as described in (b) below. Note
                  that, in some instances, for a particular Inter-Zonal
                  Interface, there may be multiple SCs submitting Schedules
                  under several different Existing Contracts on behalf of
                  several Existing Contract rights holders. In these
                  circumstances, and to the extent the rights holders desire to
                  coordinate the prioritization of their firm uses of the
                  Inter-Zonal Interface (i.e., attribute high priced Adjustment
                  Bids, within the specified range, to each Schedule), their SCs
                  will make the arrangements among themselves ahead of the ISO's
                  scheduling process. In the absence of an Adjustment Bid, the
                  ISO will treat the scheduled use of transmission service as a
                  "price-taker" of ISO transmission service subject to Usage
                  Charges.

         (b)      ISO transmission service (i.e., "new firm uses") will be
                  priced in accordance with the . Usage Charges
                  associated with the ISO's Congestion Management procedures, as
                  described in SP 10, will be based on Adjustment Bids which do
                  not fall within either of the ranges specified in (a) above or
                  (c) below. In the absence of an Adjustment Bid, the ISO will
                  treat the








                                                                    Page No. 623


                  scheduled "new firm use" of ISO transmission service as a
                  price taker paying the Usage Charge established by the highest
                  valued use of transmission capacity between the relevant
                  Zones.

         (c)      Transmission capacity will be made available to holders of
                  conditional firm Existing Rights and conditional firm
                  Non-Converted Rights in a manner similar to that done prior to
                  the ISO Operations Date; that is, allocated, as available,
                  based on the agreed priority. The levels of priority will be
                  expressed in the Schedules in terms of "near-zero priced
                  Adjustment Bids". Adjustment Bids with the lowest near-zero
                  price will be treated with the lowest priority. These
                  near-zero priced Adjustment Bids must fall within a range to
                  be specified by the ISO (for example, a difference of
                  $0.001/MWh to $0.009/MWh). This range will be reserved
                  strictly for use in association with the prioritization of
                  conditional firm Existing Rights and conditional firm
                  Non-Converted Rights to use available Inter-Zonal Interface
                  transmission capacity. These near-zero priced Adjustment Bids
                  are only for the ISO's use, in the context of Congestion
                  Management, in recognizing the various levels of priority that
                  may exist among the scheduled uses of conditional firm
                  transmission service. These near-zero priced Adjustment Bids
                  are not intended to affect any other rights under Existing
                  Contracts, nor are they intended to subordinate the ISO's
                  scheduling of firm uses. To the extent that the MW amount
                  exceeds the MW amount specified in the Existing Contract, the
                  excess scheduled amount will be treated as a new firm use of
                  ISO transmission services as described in (b) above. Note
                  that, in some instances, for a particular Inter-Zonal
                  Interface, there may be multiple SCs submitting Schedules
                  under several different Existing Contracts on behalf of
                  several Existing Contract rights holders. In these
                  circumstances, and to the extent the rights holders desire to
                  coordinate the prioritization of their conditional firm uses
                  of the Inter-Zonal Interface (i.e., attribute near-zero priced
                  Adjustment Bids, within the specified range, to each
                  Schedule), their SCs will make the arrangements among
                  themselves ahead of the ISO's scheduling process. In the
                  absence of an Adjustment Bid, the ISO will treat the scheduled
                  use of transmission service as a "price-taker" of ISO
                  transmission services subject to Usage Charges.








                                                                    Page No. 624


         (d)      Transmission capacity will be made available to holders of
                  non-firm Existing Rights and non-firm Non-Converted Rights in
                  a manner similar to that done prior to the ISO Operations
                  Date; that is, treated as the lowest valued use of available
                  transmission capacity. Non-firm uses of transmission capacity
                  under Existing Contracts will be indicated in Schedules
                  submitted by SCs as $0.00/MWh Adjustment Bids.

SP 7.2.3 ALLOWABLE EXISTING CONTRACT LINKAGES

         As indicated in SP 7.2.2, Generation, Inter-Scheduling Coordinator
         Trade imports or external imports in one Zone must be matched by an
         equal magnitude of Demand, Inter-Scheduling Coordinator Trade exports
         or external exports in the same Zone or in an adjacent Zone. The table
         below summarizes the allowable linkages.

         ----------------------------------------------------------------------
                    Generation                             Demand
         ----------------------------------------------------------------------
                    Generation                        External Export
         ----------------------------------------------------------------------
                    Generation                     Inter-SC Trade Export
         ----------------------------------------------------------------------
                 External Import                           Demand
         ----------------------------------------------------------------------
                 External Import                      External Export
         ----------------------------------------------------------------------
                 External Import                   Inter-SC Trade Export
         ----------------------------------------------------------------------
              Inter-SC Trade Export                        Demand
         ----------------------------------------------------------------------
              Inter-SC Trade Export                   External Export
         ----------------------------------------------------------------------
              Inter-SC Trade Export                Inter-SC Trade Export
         ----------------------------------------------------------------------

SP 7.3   THE DAY-AHEAD PROCESS

SP 7.3.1 VALIDATION

         The ISO will coordinate the scheduling of the use of Existing Rights
         and Non-Converted Rights with new firm uses in the Day-Ahead process.
         The ISO will validate the Schedules submitted by SCs on behalf of the
         rights holders for conformity with the instructions previously provided
         by the Responsible PTO in accordance with the SBP. Invalid Schedules
         will be rejected and the ISO will immediately communicate the results
         of each SC's validation to that SC via WEnet.

SP 7.3.2 SCHEDULING DEADLINES

         Those Existing Contract rights holders who must schedule the use of
         their rights by the deadline for the submission of Schedules in the
         Day-








                                                                    Page No. 625


         Ahead Market must do so. After this time, the ISO will release these
         unused rights as available for new firm uses (not subject to recall).

SP 7.3.3 RESERVATION OF FIRM TRANSMISSION CAPACITY

         As an initial step in performing its Day-Ahead Congestion Management
         analysis, the ISO will determine the amount of transmission capacity
         that is available and subject to its Protocols by subtracting, from the
         total transfer capability of the Inter-Zonal Interface, the unused
         portions of capacity applicable to firm Existing Rights and firm
         Non-Converted Rights. For purposes of Congestion Management, the total
         transfer capability of the Inter-Zonal Interface is therefore adjusted
         downward by an amount equal to the unused portions of firm Existing
         Rights and firm Non-Converted Rights. By reserving these blocks of
         unused transmission capacity, Existing Contracts rights holders are
         able to schedule the use of their transmission service on the timelines
         provided in their Existing Contracts after the deadline of the ISO's
         Day-Ahead scheduling process (in other words, after 1:00 pm on the day
         preceding the Trading Day), but prior to the deadline of the ISO's
         Hour-Ahead scheduling process (in other words, two hours ahead of the
         Settlement Period).

SP 7.3.4 ALLOCATION OF INTER-ZONAL INTERFACE CAPACITIES

         In the ISO's Congestion Management analysis of the Day-Ahead Market,
         for each Inter-Zonal Interface:

         (a)      if all scheduled uses of transmission service fit within the
                  adjusted total transfer capability, all are accepted (in other
                  words, there is no Congestion);

         (b)      if all scheduled uses of transmission service do not fit
                  within the adjusted total transfer capability, scheduled uses
                  of non-firm Existing Rights and non-firm Non-Converted Rights
                  will be curtailed, pro rata, to the extent necessary. If the
                  remaining scheduled uses of transmission service still do not
                  fit within the adjusted total transfer capability, uses of
                  conditional firm Existing Rights and conditional firm
                  Non-Converted Rights will be curtailed (based upon the levels
                  of priority expressed in the Schedules in terms of near-zero
                  priced Adjustment Bids as described in SP 7.2.2 (c)) to the
                  extent necessary;

         (c)      if Congestion still exists after curtailing all non-firm and
                  conditional firm uses of transmission service under Existing
                  Contracts, the remaining transmission capacity (that is not
                  already reserved as firm Existing Rights and firm
                  Non-Converted Rights) is priced based upon Adjustment Bids. To
                  the extent








                                                                    Page No. 626


                  there are insufficient Adjustment Bids to fully mitigate the
                  remaining Congestion, the default Usage Charge will apply and
                  the ISO will curtail ISO transmission service (in other words,
                  new firm uses), pro rata, to the extent necessary; and

         (d)      if Congestion still exists after curtailing ISO new firm uses,
                  scheduled uses of firm Existing Rights and firm Non-Converted
                  Rights are then curtailed (based upon the priorities expressed
                  in the Schedules in terms of high priced Adjustment Bids as
                  described in SP 7.2.2 (a)) to the extent necessary.

SP 7.4   THE HOUR-AHEAD PROCESS

SP 7.4.1 VALIDATION

         The ISO will coordinate the scheduling of the use of Existing Rights
         and Non-Converted Rights with new firm uses, in the Hour-Ahead process.
         The ISO will validate the submitted Schedules for conformity with the
         instructions provided by the Responsible PTOs, in accordance with the
         SBP. Invalid schedules will be rejected and the ISO will immediately
         communicate the results of each SC's validation to that SC via WEnet.

SP 7.4.2 SCHEDULING DEADLINES

         Those rights holders who must schedule the use of their rights by the
         deadline for the submission of Schedules in the Hour-Ahead Market must
         do so. After this time, the ISO will release these unused rights as
         available for new firm uses (not subject to recall).

SP 7.4.3 ACCEPTANCE OF FIRM TRANSMISSION SCHEDULES

         Before allocating any remaining transmission capacity under the
         following provisions of this SP 7, the ISO will accept Schedules
         associated with firm Existing Rights and firm Non-Converted Rights
         (subject to validation under SP 7.4.1), allocating transmission
         capacity for use by these rights holders.

SP 7.4.4 RESERVATION OF FIRM TRANSMISSION CAPACITY

         The ISO will adjust the total transfer capabilities of Inter-Zonal
         Interfaces with respect to firm Existing Rights and firm Non-Converted
         Rights as it does in its Day-Ahead process described in this SP 7.3.3.
         Therefore, holders of Existing Rights and Non-Converted Rights are
         still able to exercise whatever scheduling flexibility they may have
         under their Existing Contracts after the Schedules and bids submittal








                                                                    Page No. 627


         deadline of the ISO's Hour-Ahead scheduling process, as described
         further in SP 7.5.

SP 7.4.5 ALLOCATION OF INTER-ZONAL INTERFACE CAPACITIES

         In the ISO's Congestion Management analysis of the Hour-Ahead Market,
         for each Inter-Zonal Interface:

         (a)      if all scheduled uses of transmission service fit within the
                  total transfer capability, all are accepted (in other words,
                  there is no Congestion);

         (b)      if all scheduled uses of transmission service do not fit
                  within the total transfer capability, scheduled uses of
                  non-firm Existing Rights and non-firm Non-Converted Rights
                  will be curtailed, pro rata, to the extent necessary. If the
                  remaining scheduled uses of transmission service still do not
                  fit within the total transfer capability, scheduled uses of
                  conditional firm Existing Rights and conditional firm
                  Non-Converted Rights will be curtailed (based upon the levels
                  of priority expressed in the Schedules in terms of near-zero
                  priced Adjustment Bids as described in SP 7.2.2 (c)) to the
                  extent necessary;

         (c)      if Congestion still exists after curtailing all non-firm and
                  conditional firm uses of transmission service under Existing
                  Contracts, the remaining transmission capacity (that is not
                  the subject of firm Existing Rights and firm Non-Converted
                  Rights) is priced based upon Adjustment Bids. To the extent
                  there are insufficient Adjustment Bids to fully mitigate the
                  remaining Congestion, the default Usage Charge will apply and
                  the ISO will curtail ISO transmission service (in other words,
                  new firm uses), pro rata, to the extent necessary; and

         (d)      if Congestion still exists after curtailing ISO new firm uses,
                  scheduled uses of firm Existing Rights and firm Non-Converted
                  Rights will be curtailed (based upon the priorities expressed
                  in the Schedules in terms of high priced Adjustment Bids as
                  described in SP 7.2.2 (a)) to the extent necessary.

SP 7.5   THE ISO'S REAL-TIME PROCESS

         Consistent with SP 7.4.4, the ISO will honor those scheduling
         flexibilities that may be exercised by holders of Existing Rights and
         Non-Converted Rights through their respective SCs during the ISO's
         real-time processes to the extent that such flexibilities do not
         interfere with or jeopardize the safe and reliable operation of the ISO
         Controlled Grid or Control Area operations. The real-time processes
         described in








                                                                    Page No. 628


         SP 7.5.1 and SP 7.5.2 will occur during the three hours following the
         ISO's receipt of Preferred Hour-Ahead Schedules (that is, from two
         hours ahead of the start of the Settlement Period through the end of
         such Settlement Period).

SP 7.5.1 INTER-CONTROL AREA CHANGES TO SCHEDULES THAT RELY ON EXISTING RIGHTS

         Changes to Schedules that occur during the ISO's real-time processes
         that involve changes to ISO Control Area imports or exports with other
         Control Areas (that is, inter-Control Area changes to Schedules) will
         be allowed and will be recorded by the ISO based upon notification
         received from the SC representing the holder of the Existing Rights or
         Non-Converted Rights. The ISO must be notified of any such changes to
         external import/export schedules. The ISO will receive notification of
         real time changes to external import/export schedules, by telephone,
         from the SC representing the holder of the Existing Rights or
         Non-Converted Rights. The timing and content of any such notification
         must be consistent with the instructions previously submitted to the
         ISO by the Responsible PTO in accordance with the SBP. The ISO will
         manually adjust the SC's schedule to conform with the other Control
         Area's net schedule in real time, and the notifying SC will be
         responsible for and manage any resulting Energy imbalance. These
         Imbalance Energy deviations will be priced and accounted to the SC
         representing the holder of Existing Rights or Non-Converted Rights in
         accordance with the SABP.

SP 7.5.2 INTRA-CONTROL AREA CHANGES TO SCHEDULES THAT RELY ON EXISTING RIGHTS

         Changes to Schedules that occur during the ISO's real-time processes
         that do not involve changes to ISO Control Area imports or exports with
         other Control Areas (that is, intra-Control Area changes to Schedules)
         will be allowed and will give rise to Imbalance Energy deviations.
         These Imbalance Energy deviations will be priced and accounted to the
         SC representing the holder of Existing Rights or Non-Converted Rights
         in accordance with the SABP.

SP 8     OVERGENERATION MANAGEMENT

SP 8.1   REAL TIME OVERGENERATION MANAGEMENT

         Overgeneration management in real time will be conducted in accordance
         with the DP.








                                                                    Page No. 629


SP 9     DAY/HOUR-AHEAD ANCILLARY SERVICES MANAGEMENT

SP 9.1   BID EVALUATION AND SCHEDULING PRINCIPLES

         The ISO will evaluate Ancillary Services bids based on the following
         principles:

         (a)      the ISO will not differentiate between bidders other than
                  through reserve (Regulation and Operating Reserves) price and
                  capability to provide the reserve service, and the required
                  locational mix of services;

         (b)      to minimize the costs to users of the ISO Controlled Grid, the
                  ISO will select the bidders with lowest bids for reserve which
                  meet its technical requirements, including location and
                  operating capability;

         (c)      the ISO will (to the extent available) procure sufficient
                  Ancillary Services to meet its technical requirements as
                  defined in the ASRP;

         (d)      the ISO will evaluate and price only those Ancillary Services
                  bids received in accordance with the SBP;

         (e)      the ISO will require SCs to honor their Day-Ahead Ancillary
                  Services schedules and/or bids when submitting their
                  Hour-Ahead Ancillary Services schedules and/or bids (i.e., if
                  a SC bids (or, conversely, self-provides) a specific Ancillary
                  Service in a Settlement Period in the Day-Ahead Market, that
                  SC will not be allowed to self-provide (or, conversely, bid)
                  the same Ancillary Service in the same Settlement Period in
                  the Hour-Ahead Market, except for any difference between its
                  Day-Ahead and Hour-Ahead requirements for the same Ancillary
                  Service for the same Settlement Period, in which case if the
                  capacity which the SC wishes to bid or self provide is greater
                  in the Hour-Ahead Market than in the Day-Ahead Markets, the
                  difference can be either bid or self-provided. If capacity
                  which the SC wishes to provide in the Hour-Ahead Market is
                  less than the capacity which it sold to the ISO in the
                  Day-Ahead Market the SC may buy back the difference from the
                  ISO in the Hour-Ahead Market at the Hour-Ahead Market Clearing
                  Price for the same Settlement Period for the Ancillary Service
                  capacity concerned);

         (f)      due to the design of the ISO's scheduling software, the ISO
                  will not take into account Usage Charges in the evaluation of
                  Ancillary Services bids or in price determination and, in the
                  event of Congestion in the Day-Ahead Market or Hour-Ahead








                                                                    Page No. 630


                  Market, Ancillary Services will be procured and priced on a
                  Zonal basis; and

         (g)      due to the design of the ISO's scheduling system, any specific
                  resource can bid to supply a specific Ancillary Service or can
                  self-provide such Ancillary Service but cannot do both in the
                  same Settlement Period.

SP 9.2   SEQUENTIAL EVALUATION OF BIDS

         (a)      When SCs bid into the Regulation, Spinning Reserve,
                  Non-Spinning Reserve and Replacement Reserve markets, the same
                  resource capacity may be offered into more than one of these
                  Ancillary Services markets at the same time. The ISO will
                  evaluate bids in the reserve markets for Regulation, Spinning
                  Reserve, Non-Spinning Reserve and Replacement Reserve
                  sequentially and separately in the following order:

                  (i)      Regulation

                  (ii)     Spinning Reserve

                  (iii)    Non-Spinning Reserve

                  (iv)     Replacement Reserve

         (b)      SCs are allowed to specify different reserve prices and
                  different Energy prices for each Ancillary Service they bid.
                  SCs can bid the same resource capacity into any one or all of
                  the Ancillary Service markets they desire. Any resource
                  capacity accepted by the ISO in one of these reserve markets
                  will be deducted from the resource capacity bid into the other
                  reserve markets.

SP 9.3   SCHEDULING ANCILLARY SERVICES RESOURCES

         (a)      SCs are allowed to self-provide all or a portion of the
                  following Ancillary Services to satisfy their obligations to
                  the ISO:

                  (i)      Regulation;

                  (ii)     Spinning Reserve;

                  (iii)    Non-Spinning Reserve; and

                  (iv)     Replacement Reserve.

         (b)      The ISO will reduce the quantity of Ancillary Services it
                  competitively procures by the corresponding amount of the
                  Ancillary Services that SCs self-provide.








                                                                    Page No. 631


         (c)      The ISO shall prepare supplier schedules for Ancillary
                  Services (both self-provided and purchased by the ISO) for the
                  Day-Ahead Market and the Hour-Ahead Market.

         (d)      The Ancillary Services schedules shall contain the information
                  set out in the SBP for each Settlement Period of the following
                  Trading Day in the case of the Day-Ahead schedules or for a
                  specific Settlement Period in the case of Hour-Ahead
                  schedules.

         (e)      Once the ISO has given SCs notice of the Day-Ahead and
                  Hour-Ahead schedules, these schedules represent binding
                  commitments made in the reserve markets between the ISO and
                  the SCs concerned. However:

                  (i)      a Scheduling Coordinator who has sold Regulation,
                           Spinning Reserve, Non-Spinning Reserve or Replacement
                           Reserve capacity to the ISO in the Day-Ahead Market
                           may buy back that capacity in whole or in part from
                           the ISO in the Hour-Ahead Market at the Zonal Market
                           Clearing Price for the Ancillary Service for the
                           Settlement Period concerned for the Zone in which the
                           Generating Unit or other resources on behalf of which
                           the Scheduling Coordinator buys back the capacity,
                           are located. The ISO will purchase the Ancillary
                           Service concerned from another Scheduling Coordinator
                           in the Hour-Ahead Market in accordance with the
                           provisions of the .

                  (ii)     a Scheduling Coordinator whose non-self-provided
                           obligation for Regulation, Spinning Reserve,
                           Non-Spinning Reserve or Replacement Reserve for any
                           Zone reduces between the Day-Ahead and Hour-Ahead
                           Market may sell back to the ISO in the Hour-Ahead
                           Market the amount of such Ancillary Service in whole
                           or in part which is in excess of its
                           non-self-provided obligation in the Hour-Ahead
                           Market. Provided that the ISO has a market for the
                           sale of the Ancillary Service concerned to other
                           Scheduling Coordinators, the price for such a sale
                           back shall be the hourly user rate for the Ancillary
                           Service for the Settlement Period for the Zone
                           concerned in the Hour-Ahead Market. If the ISO has no
                           market for the sale of the Ancillary Service
                           concerned to other Scheduling Coordinators, the price
                           for the sale back shall be zero.

         (f)      Any minimum Energy output associated with Regulation and
                  Spinning Reserve services shall be the responsibility of the
                  SC, as the ISO's auction does not compensate the SC for the








                                                                    Page No. 632


                  minimum Energy output of its Generating Units or System Unit,
                  if any, bidding to provide these services. Accordingly, the
                  SCs shall adjust their Balanced Schedules to accommodate the
                  minimum Energy outputs required by the Generating Units or
                  System Units, if any, included in the Ancillary Services
                  schedules.

         (g)      SCs providing one or more of the Ancillary Services cannot
                  change the identification of the Generating Units or System
                  Units, if any, or Curtailable Demands offered in the Day-Ahead
                  Market, in the Hour-Ahead Market, or in the Real Time Market
                  (except with respect to System Units, if any, in which case
                  SCs are required to identify and disclose the resource
                  specific information for all Generating Units and Curtailable
                  Demands constituting the System Unit scheduled or bid into the
                  ISO's Day-Ahead Market and Hour-Ahead Market as required in SP
                  3.3.2(e)).

SP 9.4   ANCILLARY SERVICE BID EVALUATION AND PRICING TERMINOLOGY

         Unless otherwise specifically described herein, the following
         terminology will apply:

         CapRes(ijt)  =  the Ancillary Service reserve reservation bid price (in
                         $/MW).

         Cap(ijt)max  =  the maximum amount of reserve that can be scheduled by
                         the ISO with respect to a SC's bid of that resource to
                         supply Ancillary Services (in MW).

         Cap(ij)      =  that portion of an Ancillary Services bid (in MW),
                         identified in the ISO's evaluation process, that may be
                         used to meet the ISO's Requirement for a particular
                         Ancillary Service (Cap(ijt) < or equal to Cap(ijt)max).

         Requirement  =  the total amount of reserve that must be scheduled for
                         a particular Ancillary Service required by the ISO in a
                         Settlement Period (in MW).

         i, j, t      =  Generating Unit i, Scheduling Coordinator j, Settlement
                         Period t.

SP 9.5   REGULATION BID EVALUATION AND PRICING

SP 9.5.1 REGULATION BID EVALUATION

         (a)      Based on the quantity and location of the system requirements,
                  the ISO will select Generating Units and System Units with the








                                                                    Page No. 633


                  Regulation bids which minimize the sum of the total Regulation
                  bids of the Generating Units and System Units selected subject
                  to two constraints:

                  (i)      the sum of the selected amounts of Regulation bid
                           must be greater than or equal to the required amount
                           of Regulation; and

                  (ii)     the amount of Regulation bid for each Generating Unit
                           or System Unit must be less than or equal to that
                           Generating Unit's or System Unit's ramp rate times 10
                           minutes.

         (b)      The total Regulation bid for each Generating Unit or System
                  Unit is calculated by multiplying the reserve reservation bid
                  price by the amount of Regulation bid. Subject to any
                  locational requirements, the ISO will accept winning
                  Regulation bids in accordance with the following criteria:

                  [FORMULA OMITTED]

                  where:

                  TotalBid(ijt)   =     Cap(ijt) * CapRes(ijt)

                  Requirement     =     Amount of upward and downward movement
                                        (Regulation) required by the ISO.

SP 9.5.2 REGULATION PRICE DETERMINATION

         The price payable to SCs for Regulation made available for upward and
         downward movement in accordance with the ISO's Ancillary Services
         schedules will, for each Generating Unit and System Unit concerned, be
         the zonal Market Clearing Price for Regulation calculated as follows:

                  Pagc(ijt) = MCP(xt)

                  where:

                  the zonal Market Clearing Price (MCP(xt)) for Regulation is
                  the highest priced winning reservation bid of a Generating
                  Unit or System Unit serving Demand in Zone X based on the
                  reservation bid price (i.e.,








                                                                    Page No. 634


                  MCP(xt) = Max (CapRes(ijt)) in Zone X for Settlement Period
                  t). In the absence of Inter-Zonal Congestion, the zonal Market
                  Clearing Prices will be equal.

SP 9.6   SPINNING RESERVES BID EVALUATION AND PRICING

SP 9.6.1 SPINNING RESERVES BID EVALUATION

         (a)      Based on the quantity and location of the system requirements,
                  the ISO will select the Generating Units and System Units with
                  the Spinning Reserve bids which minimize the sum of the total
                  Spinning Reserve bids of the Generating Units and System Units
                  selected subject to two constraints:

                  (i)      the sum of the selected amounts of Spinning Reserve
                           bid must be greater than or equal to the required
                           amount of Spinning Reserve; and

                  (ii)     the amount of Spinning Reserve bid for each
                           Generating Unit or System Unit must be less than or
                           equal to that Generating Unit's or System Unit's ramp
                           rate times 10 minutes.

         (b)      The total Spinning Reserve bid for each Generating Unit or
                  System Unit is calculated by multiplying the reserve
                  reservation bid price by the amount of Spinning Reserve bid.
                  Subject to any locational requirements, the ISO will select
                  the winning Spinning Reserve bids in accordance with the
                  following criteria:

                  [FORMULA OMITTED]

                  where:

                  TotalBid(ijt)   =     Cap(ijt) * CapRes(ijt)

                  Requirement     =     Amount of Spinning Reserve required by
                                        the ISO.

SP 9.6.2 SPINNING RESERVES PRICE DETERMINATION

         The price payable to SCs for Spinning Reserve made available in
         accordance with the ISO's Ancillary Services schedules shall, for each








                                                                    Page No. 635


         Generating Unit and System Unit concerned, be the zonal Market Clearing
         Price for Spinning Reserve calculated as follows:

                  Psp(ijt) = MCP(xt)

                  where:

                  the zonal Market Clearing Price (MCP(xt)) for Spinning Reserve
                  is the highest priced winning reservation bid of a Generating
                  Unit or System Unit serving Demand in Zone X based on the
                  reservation bid price (i.e., MCP(xt) = Max(CapRes(ijt)) in
                  Zone X for Settlement Period t). In the absence of Inter-Zonal
                  Congestion, the zonal Market Clearing Prices will be equal.

SP 9.7   NON-SPINNING RESERVES BID EVALUATION AND PRICING

SP 9.7.1 NON-SPINNING RESERVES BID EVALUATION

         (a)      Based on the quantity and location of the system requirements,
                  the ISO shall select the Generating Units, System Units and
                  Curtailable Demands with the Non-Spinning Reserve bids which
                  minimize the sum of the total Non-Spinning Reserve bids of the
                  Generating Units, System Units and Curtailable Demands
                  selected subject to two constraints:

                  (i)      the sum of the selected amounts of Non-Spinning
                           Reserve bid must be greater than or equal to the
                           required amount of Non-Spinning Reserve; and

                  (ii)     the amount of Non-Spinning Reserve bid for each
                           Generating Unit, System Unit, or Curtailable Demand
                           amount of Non-Spinning Reserve bid must be less than
                           or equal to that Generating Unit's, System Unit's, or
                           Curtailable Demand's Non-Spinning Reserve available
                           (or available for reduction) in 10 minutes.

         (b)      The total Non-Spinning Reserve bid for each Generating Unit,
                  System Unit or Curtailable Demand is calculated by multiplying
                  the reserve reservation bid price by the amount of
                  Non-Spinning Reserve bid. Subject to any locational
                  requirements, the ISO will accept the winning Non-Spinning
                  Reserve bids in accordance with the following criteria:








                                                                    Page No. 636


                  [FORMULA OMITTED]

                  where:

                  TotalBid(ijt) = Cap(ijt) * CapRes(ijt)

                  Requirement = Amount of Non-Spinning Reserve required by the
                  ISO.

SP 9.7.2 NON-SPINNING RESERVES PRICE DETERMINATION

         The price payable to SCs for Non-Spinning Reserve made available in
         accordance with the ISO's Ancillary Services schedules shall, for each
         Generating Unit, System Unit or Curtailable Demand concerned, be the
         zonal Market Clearing Price for Non-Spinning Reserve calculated as
         follows:

                  Pnonsp(ijt) = MCP(xt)

                  where:

                  the zonal Market Clearing Price (MCP(xt)) for Non-Spinning
                  Reserve is the highest priced winning reservation bid of a
                  Generating Unit, System Unit or Curtailable Demand serving
                  Demand in Zone X based on the reservation bid (i.e., MCP(xt) =
                  Max(CapRes(ijt)) in Zone X for Settlement Period t). In the
                  absence of Inter-Zonal Congestion, the zonal Market Clearing
                  Prices will be equal.

SP 9.8   REPLACEMENT RESERVES BID EVALUATION AND PRICING

SP 9.8.1 REPLACEMENT RESERVES BID EVALUATION

         (a)      Based on the quantity and location of the system requirements,
                  the ISO shall select the Generating Units, System Units and
                  Curtailable Demands with the Replacement Reserve bids which
                  minimize the sum of the total Replacement Reserve bids of the
                  Generating Units, System Units and Curtailable Demands
                  selected subject to two constraints:

                  (i)      the sum of the selected amounts of Replacement
                           Reserve bid must be greater than or equal to the
                           required amount of Replacement Reserve; and








                                                                    Page No. 637


                  (ii)     the amount of Replacement Reserve bid for each
                           Generating Unit, System Unit or Curtailable Demand
                           must be less than or equal to that Generating Unit's,
                           System Unit's or Curtailable Demand's Replacement
                           Reserve available (or available for reduction) in 60
                           minutes.

         (b)      The total Replacement Reserve bid for each Generating Unit,
                  System Unit or Curtailable Demand is calculated by multiplying
                  the reserve reservation bid price by the amount of Replacement
                  Reserve bid. Subject to any locational requirements, the ISO
                  will select the winning Replacement Reserve bids in accordance
                  with the following criteria:

                  [FORMULA OMITTED]

                  where:

                  TotalBid(ijt)  =  Cap(ijt) * CapRes(ijt)

                  Requirement    =  Amount of Replacement Reserve required by
                                    the ISO.

SP 9.8.2 REPLACEMENT RESERVES PRICE DETERMINATION

         The price payable to SCs for Replacement Reserve made available in
         accordance with the ISO's Ancillary Services schedules shall, for each
         Generating Unit, System Unit or Curtailable Demand concerned, be the
         zonal Market Clearing Price for Replacement Reserve calculated as
         follows:

                  Prepres(ijt) = MCP(xt)

                  where:

                  the zonal Market Clearing Price (MCP(xt)) for Replacement
                  Reserve is the highest priced winning reservation bid of a
                  Generating Unit, System Unit or Curtailable Demand serving
                  Demand in Zone X based on the reservation bid price (i.e.,
                  MCP(xt) = Max(CapRes(ijt)) in Zone X for Settlement Period t).
                  In the absence of Inter-Zonal Congestion, the zonal Market
                  Clearing Prices will be equal.








                                                                    Page No. 638


SP 9.9   EXISTING CONTRACTS - ANCILLARY SERVICES ACCOUNTABILITY

         Certain Existing Contracts may have requirements for Ancillary Services
         which differ from the requirements of this SP 9. Each PTO will be
         responsible for recovering any deficits or crediting any surpluses
         associated with differences in assignment of Ancillary Services
         requirements, through its bilateral arrangements or its Transmission
         Owner's Tariff. The ISO will not undertake the settlement or billing of
         any such differences under any Existing Contract.

SP 10    DAY/HOUR-AHEAD INTER-ZONAL CONGESTION MANAGEMENT

SP 10.1  CONGESTION MANAGEMENT ASSUMPTIONS

         The Inter-Zonal Congestion Management process is based upon the
         following assumptions:

         (a)      Inter-Zonal Congestion Management will ignore Intra-Zonal
                  Congestion. Intra-Zonal Congestion will be managed in real
                  time;

         (b)      Inter-Zonal Congestion Management will use a DC optimal power
                  flow (OPF) program that uses linear optimization techniques
                  with active power (MW) controls only; and

         (c)      transmission capacity reserved under Existing Contracts will
                  not be subject to the ISO's Congestion Management procedures.

SP 10.2  CONGESTION MANAGEMENT PROCESS

         (a)      Inter-Zonal Congestion Management will involve adjusting
                  Schedules to remove potential violations of Inter-Zonal
                  Interface constraints, minimizing the redispatch cost, as
                  determined by the submitted Adjustment Bids that accompany the
                  submitted Schedules. See the SBP for a general description of
                  the use of Adjustment Bids to establish priorities.

         (b)      Inter-Zonal Congestion Management will not involve arranging
                  or modifying trades between SCs. Each SC's portfolio will be
                  kept in balance (i.e., its Generation plus external imports,
                  as adjusted for Transmission Losses, and Inter-Scheduling
                  Coordinator Trades (whether purchases or sales) will still
                  match its Demand plus external exports) after the adjustments.
                  Market Participants will have the opportunity to trade with
                  one another and to revise their Schedules during the first
                  Congestion








                                                                    Page No. 639


                  Management iteration in the Day-Ahead Market, and between the
                  Day-Ahead Market and Hour-Ahead Market.

         (c)      Inter-Zonal Congestion Management will also not involve the
                  optimization of SC portfolios within Zones (where such
                  apparently non-optimal Schedules are submitted by SCs).
                  Adjustments to individual SC portfolios within a Zone will be
                  either incremental (i.e., an increase in Generation and
                  external imports and a decrease in Demand and external
                  exports) or decremental (i.e., a decrease in Generation and
                  external imports and an increase in Demand and external
                  exports), but not both.

         (d)      If Adjustment Bids are exhausted before Congestion is
                  eliminated, the remaining Schedules will be adjusted pro rata
                  except for those uses of transmission service under Existing
                  Contracts, which are curtailed in accordance with SP 7.3 and
                  SP 7.4.

SP 10.3  CONGESTION MANAGEMENT PRICING

         (a)      The Adjustment Bids that the SCs submit constitute implicit
                  bids for transmission between Zones on either side of a
                  Congested Inter-Zonal Interface. The ISO's Inter-Zonal
                  Congestion Management process will allocate Congested
                  transmission to those users who value it the most and will
                  charge all SCs for their allocated usage of Congested
                  Inter-Zonal Interfaces on a comparable basis. All SCs within a
                  Zone will see the same price for transmitting Energy across a
                  Congested Inter-Zonal Interface, irrespective of the
                  particular locations of their Generators, Demands and external
                  imports/exports.

         (b)      The ISO will determine the prices for the use of Congested
                  Inter-Zonal Interfaces using the Adjustment Bids. The ISO will
                  collect Usage Charges from SCs for their Scheduled use of
                  Congested Inter-Zonal Interfaces. If Adjustment Bids are
                  exhausted and Schedules are adjusted pro rata, the ISO will
                  apply a default Usage Charge calculated in accordance with
                  Section 7.3.1.3 of the .

         (c)      The ISO will rebate the Congestion revenues collected through
                  the Usage Charges to the PTOs which own the Congested
                  Inter-Zonal Interface in proportion to their respective
                  ownership rights.








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SP 11    CREATION OF THE REAL TIME MERIT ORDER STACK

SP 11.1  SOURCES OF IMBALANCE ENERGY

         The following Energy Bids will be considered in the creation of the
         real time merit order stack for Imbalance Energy:

         (a)      Supplemental Energy bids submitted in accordance with the SBP;

         (b)      Ancillary Services Energy bids (except for Regulation)
                  submitted for specific Ancillary Services in accordance with
                  the SBP for those resources which have been selected in the
                  ISO's Ancillary Services auction to supply such specific
                  Ancillary Services; and

         (c)      Ancillary Services Energy bids (except for Regulation)
                  submitted for specific Ancillary Services in accordance with
                  the SBP for those resources which SCs have elected to use to
                  self-provide such specific Ancillary Services and for which
                  the ISO has accepted such self-provision.

SP 11.2  STACKING OF THE ENERGY BIDS

         The sources of Imbalance Energy described in SP 11.1 will be arranged
         in order of increasing Energy bid prices, without regard to the source
         of the Energy bid, to create a merit order stack for use in accordance
         with the DP. In the event of Inter-Zonal Congestion, separate merit
         order stacks will be created for each Zone. The information in the
         merit order stack shall be provided to the real time dispatcher through
         the BEEP (Balancing Energy and Ex-Post Pricing) software.

         Where, in any Settlement Period, the highest decremental Energy Bid in
         the merit order stack is higher than the lowest incremental Energy Bid,
         the BEEP software will eliminate the overlap by determining a target
         price for all those incremental and decremental bids which fall within
         the overlap. All decremental Energy Bids higher than the target price
         will be decreased to the target price. All incremental Energy Bids
         lower than the target price will be increased to the target price.

         References to incremental Energy Bids include references to Demand
         reduction bids, and for the purpose of applying this algorithm a
         reduction in Demand shall be treated as an equivalent increase in
         Generation.








                                                                    Page No. 641


SP 11.3  USE OF THE MERIT ORDER STACK

         The merit order stack, consisting of all of the Supplemental Energy and
         Ancillary Services Energy bids described in SP 11.1, can be used to
         supply Energy for:

         (a)      satisfying needs for Imbalance Energy (differences between
                  actual and scheduled Generation, Demand and external
                  imports/exports) in real time;

         (b)      managing Inter-Zonal Congestion in real time;

         (c)      supplying Energy necessary to allow resources providing
                  Regulation service to return to the base point of their
                  regulating ranges in real time;

         (d)      recovering Operating Reserves utilized in real time;

         (e)      procuring additional Voltage Support required from resources
                  beyond their power factor ranges in real time; and

         (f)      managing Intra-Zonal Congestion in real time after use of
                  available Adjustment Bids.

SP 12    AMENDMENTS TO THE PROTOCOL

         If the ISO determines a need for an amendment to this Protocol, the ISO
         will follow the requirements as set forth in Section 16 of the ISO
         Tariff.