<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>rexhibit10o3.txt
<DESCRIPTION>EX-10(O)3 SPLIT ROCK ENERGY AMENDED WHOLESALE POWER COORDINATION AND DISPATCH OPERATING AGMT 1-30-04
<TEXT>
<PAGE>
                                                                  EXHIBIT 10(o)3

Minnesota Power                                             Original Sheet No. 1
First Revised Rate Schedule FERC No. 175















                          WHOLESALE POWER COORDINATION

                        AND DISPATCH OPERATING AGREEMENT



                                     Between



                              MINNESOTA POWER, INC.



                                       and



                              SPLIT ROCK ENERGY LLC










Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 2
First Revised Rate Schedule FERC No. 175


         This WHOLESALE POWER COORDINATION AND DISPATCH OPERATING AGREEMENT
("AGREEMENT") dated the 14th day of April, 2000, as amended as of January 30,
2004, between Minnesota Power, Inc, a Minnesota corporation ("MP"), and SPLIT
ROCK ENERGY LLC, a Minnesota limited liability company ("Split Rock"). For
purposes of this AGREEMENT, MP or Split Rock shall be referred to individually
as a "Party" and collectively as the "Parties."



                                    RECITALS



         WHEREAS, MP is an investor-owned electric utility that owns electric
generation, transmission and distribution facilities and is engaged in the
generation, transmission and sale of electric power and energy to retail
customers in the state of Minnesota and to wholesale customers in Minnesota and
throughout the Midwest; and



         WHEREAS, Great River Energy ("GRE") is an electric cooperative company
that owns electric generation and transmission facilities and is engaged in the
generation, transmission, and sale of electric power and energy at wholesale in
the state of Minnesota; and



         WHEREAS, MP and GRE, operate their respective electric systems within
the interconnected electrical transmission network in accordance with the
requirements and guidelines set forth by the Mid-Continent Area Power Pool
("MAPP"); and



         WHEREAS, MP and GRE desire to jointly commit their generating and
purchased power resources for load and capability requirements under MAPP; and



         WHEREAS, Split Rock is a limited liability company, of which GRE is a
member; and



         WHEREAS, MP desires to enter into a power coordination agreement with
Split Rock setting out the terms and conditions under which MP will, among other
things, make its generating and purchased power resources available to Split
Rock, along with GRE's generating and purchased power resources, to meet the
End-Use Load Obligations of MP and GRE, and Split Rock will, among other things,
be responsible for meeting MP's load and capability responsibilities under MAPP.



         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, and intending to be legally bound, MP and Split Rock hereto
agree as follows:

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 3
First Revised Rate Schedule FERC No. 175

                                   SECTION 1.
                       TERM OF AGREEMENT AND DEFINITIONS


Section 1.01      Term of Agreement.

         This AGREEMENT shall become effective on the latest of: (1) the date
this AGREEMENT is approved by the Administrator of the RUS or accepted for
filing by any other regulatory agencies as required by law; or (2) the date
hereof. After such effective date, this AGREEMENT shall remain in effect until
terminated by either party in accordance with this AGREEMENT.


Section 1.02      Purpose of Agreement.

         The purpose of this AGREEMENT, among other things, is to establish the
terms and conditions under which Split Rock shall: (i) be responsible for the
commitment of MP's Generation Resources, and the procurement of capacity and
energy, with the Generation Resources of GRE to serve safely and reliably, the
full requirements of MP's End-Use Loads and GRE's End-Use Loads; and (ii) be a
member of MAPP and undertake those MAPP obligations and responsibilities
necessary for Split Rock to assume the MAPP End-Use Load Obligation for the
combined electric loads of MP and GRE and to represent the interests of MP and
GRE in MAPP and its subcommittees for that purpose. Moreover, this agreement
provides the foundation for meeting the Joint Reporting of Load and Capability
requirements set forth in the MAPP Restated Agreement, Section 6.4.3 and the
MAPP Generation Reserve Sharing Pool Handbook, Section 4.2.1.7.


Section 1.03      Definitions.

         The following terms, when used herein, shall have the meanings
specified below

a.       "Due Diligence" means the exercise of good faith efforts to perform
a required or requested act on a timely basis and in accordance with Good
Utility Practice, using the technical and human resources reasonably available.


b.       "End-Use Load" means the load of persons or other entities that
purchase or produce electric energy for their own consumption and not for
resale, as defined in the MAPP Restated Agreement or by any similar successor
organization.


c.       "End-Use Load Obligation" means an obligation imposed by law,
regulation or contract to serve End-Use Load within the MAPP Region including
any obligation imposed by an assignment of End-Use Load Obligation, as defined
in the MAPP Restated Agreement, or by any similar successor organization.


d.       "FERC" means the Federal Energy Regulatory Commission (or its
successor).


e.       "Force Majeure" means any cause beyond the control of the Party
affected, including, without limitation, the following: acts of God, fire,
flood, landslide, lightning, earthquake, tornado, storm, freeze, drought,
blight, famine, epidemic or quarantine; strike, lockout, or other labor
difficulty; act or failure to act on the part of any Party that impedes or
prevents the others Party's

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 4
First Revised Rate Schedule FERC No. 175

performance; theft, casualty, accident, equipment breakdown, failure or shortage
of, or inability to obtain from usual sources goods, labor, equipment,
information or drawings, machinery, supplies, energy, fuel, or materials;
embargo; injunction; litigation or arbitration with suppliers or manufacturers;
civil unrest, war, civil disorder or disturbance, explosion, or breach of
contract by any supplier, contractor, subcontractor, laborer or materialman,
including, but not limited to, failure of facilities, flood, earthquake, storm,
fire, lightning, epidemic, war, riot, civil disturbance, labor disturbance,
sabotage, and restraint by court or public authority.


f.       "Generation Resources" means MP's electric generation resources and/or
GRE's electric generation resources, whether owned or under contract.


g.       "Good Utility Practice" means any of the practices, methods, and acts
engaged in or approved by a significant portion of the electric utility industry
during the relevant time period, or any of the practices, methods, and acts
which, in the exercise of reasonable judgment in light of the facts known at the
time the decision was made, could have been expected to accomplish the desired
result at the lowest possible cost consistent with good business practices,
reliability, and safety. Good Utility Practice is not intended to be limited to
the optimum practice, method, or act to the exclusion of all others, but rather
as a spectrum of possible practices, methods, or acts which could have been
expected to accomplish the desired result at the lowest possible cost consistent
with good business practices, reliability, and safety. Good Utility Practice
includes due regard for manufacturers' warranties and the requirements of
regulatory authorities.


h.       [intentionally left blank]


i.       "MAPP" means the Mid-Continent Area Power Pool or its successor
organization.


j.       "MAPP Agreement" means the Mid-Continent Area Power Pool Restated
Agreement dated January 12, 1996, as amended, and as may be further amended from
time to time.


k.       "MAPP Generation Reserve Sharing Pool Handbook" means the Mid-Continent
Area Power Pool Handbook that sets forth the basic requirements for the approval
of joint reporting of load and capacity between two or more MAPP End-Use Load
Members.


l.       [intentionally left blank]


m.       [intentionally left blank]


n.       "Power" means either electric capacity or energy or both.


o.       "RUS" means the U.S.D.A. Rural Utilities Service or its successor.


p.       [intentionally left blank]



                      SECTION 2.[intentionally left blank]

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 5
First Revised Rate Schedule FERC No. 175

                                   SECTION 3.


                            PARTIES' RESPONSIBILITIES

Section 3.01      Split Rock Responsibilities.

         Section 3.01.1 The responsibilities of Split Rock shall include:

a.       Establish procedures and operating protocols consistent with the
provisions hereof governing the coordination of MP's Generation Resources and
GRE's' Generation Resources to serve End-Use Load pursuant to this AGREEMENT.

b.       [intentionally left blank]

c.       [intentionally left blank]

d.       Represent MP's End-Use Load interests in NERC and MAPP and perform, on
behalf of MP, those responsibilities and undertake those obligations that are
consistent with and required by such organizations and/or councils.

e.       [intentionally left blank]

f.       Take such other actions and perform such other duties as may be
required in connection with the terms of this AGREEMENT and approved by MP and
GRE.



         Section 3.01.2 Limitation on Split Rock Responsibilities. Nothing in
         this AGREEMENT or otherwise shall be interpreted as requiring that
         Split Rock assume any responsibility, and Split Rock shall not have any
         responsibility, for the physical operation and/or maintenance of any of
         MP's Generation Resources or facilities, employees, fuel arrangements
         or obligations, economic dispatch of MP Generation, control area
         operation, or for any MP debt or other obligations related to ownership
         or operation and maintenance of those resources or facilities.



Section 3.02      MP Responsibilities.

         The responsibilities of MP under this AGREEMENT shall include but are
not necessarily limited to the following:

a.       [intentionally left blank]

b.       [intentionally left blank]

c.       MP shall be responsible for the costs of owning and operating its
control center and providing or obtaining from third parties all necessary
control area functions and services. MP shall provide to Split Rock control
center information and coordinate control area functions and services with Split
Rock and/or GRE as reasonably necessary for Split Rock to fulfill its
obligations hereunder.

d.       MP shall coordinate with Split Rock, and may designate Split Rock as
its agent, to obtain from third parties the transmission service necessary to
implement this AGREEMENT.

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 6
First Revised Rate Schedule FERC No. 175

                                   SECTION 4.

                    DISPATCH OF MEMBERS' GENERATION RESOURCES



Section 4.01      Dispatch and Scheduling.

a.       Split Rock shall provide services that are necessary and appropriate to
commit and dispatch the Generation Resources of MP and GRE to serve the combined
End-Use Load of MP and GRE. Split Rock shall not commit and dispatch MP
Generation Resources to meet loads that are not End-Use Loads of MP and GRE. MP
operators may take any and all actions that they reasonably believe, based on
the circumstances and information available to them at the time, are necessary
and appropriate to avoid or alleviate emergency conditions or to protect the
safety of persons or property.

b.       MP shall provide and maintain, at its own expense, in accordance with
specifications and procedures satisfactory to meet its obligations hereunder,
such telecommunications and other facilities at its premises as are necessary to
transfer data relating to its Generation Resources, and other necessary
operating data, to and from Split Rock.

c.       The Parties shall develop and maintain any necessary operating
guidelines to implement the provisions of this Agreement. Such operating
guidelines shall include a priority of the use of MP Generation Resources for MP
End-Use Loads and GRE Generation Resources for GRE End-Use Loads.



Section 4.02      Ownership and Maintenance of Generation Resources.

a.       MP shall have the responsibility, at its cost, to operate and maintain
its Generation Resources, including maintaining any necessary accreditation,
consistent with Good Utility Practice and any operating practices or protocols
implemented by Split Rock pursuant to this AGREEMENT.

b.       MP may retire or dispose of any of its existing Generation Resources,
or choose not to renew or extend the contractual arrangements for Generation
Resources under contract, upon reasonable notice to Split Rock and GRE, and MP
shall have no obligation to Split Rock or GRE to replace any retired, disposed
or lapsed Generation Resource.

c.       Should an event of Force Majeure or other event of partial or complete
outage of MP's Generation Resources occur, MP shall immediately notify Split
Rock and GRE of such event, its expected duration, and MP's intentions to
address such event. During such Force Majeure events, MP shall take all
reasonable actions, in coordination with Split Rock, to restore the operation
and rating of any Generation Resource adversely affected by such Force Majeure
events.

d.       Should MP experience an outage of any of its Generation Resources that
may affect the ability of Split Rock to fulfill its responsibilities under this
AGREEMENT or any applicable prevailing regional reliability requirements, MP
will take any actions that it reasonably believes are necessary and appropriate
to obtain replacement capacity or energy from other resources.

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 7
First Revised Rate Schedule FERC No. 175

e.       MP shall be responsible for procuring any fuel or other resources
needed for the operation of its Generation Resources and for maintaining and
administering any contacts for the purchase and delivery of such fuel or
resources.



                                   SECTION 5.

                              END-USE LOAD SERVICE



Section 5.01      Split Rock Obligations.

         As provided for in Section 6.4.3(f) of the MAPP Restated Agreement, MP
hereby assigns to Split Rock, and Split Rock hereby accepts such assignment from
MP, all of MP's End-Use Load Obligation. Notwithstanding Split Rock's
obligations hereunder, MP at all times retains all of the rights and obligations
it may have under its own contracts to provide electric service to MP's End-Use
Loads, including contracts with municipal electric utility customers.



Section 5.02.     [intentionally left blank]



Section 5.03      Generation Resource Obligations.

         MP shall designate a level of Generation Resources, and be required to
operate and maintain such Generation Resources consistent with Good Utility
Practices, sufficient to meet MP's contribution to Split Rock's End-Use Load
Obligation. Unless otherwise agreed, MP shall be solely responsible for any
costs incurred by Split Rock as a result of MP's failure to meet its obligations
herein.



                      SECTION 6. [intentionally left blank]

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 8
First Revised Rate Schedule FERC No. 175

                                   SECTION 7.

                               MEMBERSHIP IN MAPP



Section 7.01      End-Use Load and Reliability Membership.

         In recognition of the End-Use Load Obligation assumed by Split Rock
under this AGREEMENT, Split Rock shall apply for and become an End-Use Load and
Reliability Member of MAPP, taking responsibility for the End-Use Loads and the
Generation Resources of MP and satisfying MP's related obligations under the
MAPP Agreement.



Section 7.02       MAPP Application.

         MP and Split Rock, in conjunction with the other Members, shall
mutually cooperate in preparation of Split Rock's MAPP membership application,
and MP shall support the application through the MAPP approval process. As part
of that process, MP shall prepare and submit to MAPP an application for a change
in its MAPP membership status consistent with Split Rock's assumption of End-Use
Load Obligation and Reliability Membership for MP's End-Use Loads and Generation
Resources. Notwithstanding the foregoing, MP intends to participate in MAPP as a
Transmission Owning Member.

         Section 7.02.1   Change in MAPP Membership Status.

         If, during the term of this AGREEMENT, (a) MP ceases to be a MAPP
         Member, (b) the MAPP Agreement is terminated or materially modified,
         (c) some or all of MAPP's functions and responsibilities are assumed
         under a successor or different organization or entity, all terms and
         conditions with respect to MAPP shall remain in force until new terms
         and conditions are mutually agreed upon by Split Rock, GRE and MP.



Section 7.03      Costs of MAPP Membership.

         The costs of Split Rock's participation in MAPP shall be charged to MP
and GRE in proportion to their individual shares of Split Rock's End-Use Load
Obligation.



                                   SECTION 8.

                         STANDARDS FOR SYSTEM OPERATIONS



Section 8.01      Operating Standards.

         To the extent applicable, MP shall operate its electrical systems and
Split Rock shall carry out its responsibilities under this AGREEMENT consistent
with Good Utility Practice and in compliance with NERC and MAPP requirements.



Section 8.02      [intentionally left blank]

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                             Original Sheet No. 9
First Revised Rate Schedule FERC No. 175

Section 8.03      Information Requirements.

         The Parties shall maintain records reflecting hourly schedules of power
and energy generated and actual deliveries of power and energy from MP
Generation Resources, and shall make such records available to each other and to
Split Rock, GRE and MP upon request. Nothing in this AGREEMENT shall obligate
either Party to retain records longer than the period prescribed by FERC, RUS,
MAPP, or other applicable regulatory body, reliability council or operational
standard.



                                   SECTION 9.

                                   TERMINATION



Section 9.01      Notice of Termination.

         This AGREEMENT may be terminated by MP upon one hundred and eighty
(180) days' notice of termination. Termination will be effective on the first
day of the month, and written notice of termination must be given at least one
hundred and eighty days prior to the first day of the month that MP intends for
its notice to become effective and for the AGREEMENT to terminate. Upon
termination in accordance with this Section 9.01, MP shall be excused and
relieved of all obligations and liabilities under this AGREEMENT, except those
liabilities incurred before the effective date of termination or as a result of
the termination. Each Party shall use every reasonable effort to mitigate any
damages resulting from a breach and/or termination of this AGREEMENT.



Section 9.02      Effect of Termination.

         If, upon termination of this AGREEMENT, the Parties are unable to
mutually agree as to the effects of termination, any dispute over the effects of
termination shall be resolved through arbitration under Section 11 of this
AGREEMENT. The termination of this AGREEMENT shall not discharge either Party
from any obligation it owes to the other or to GRE by reason of any transaction,
cost, damage, expense, investment, or liability which shall occur or arise prior
to such termination. The Parties intend that any such obligation owed (whether
the same shall be known or unknown at the termination of this AGREEMENT) shall
survive the termination of this AGREEMENT.



                                   SECTION 10.

                                     GENERAL



Section 10.01     Continuity of Operation.

a.       Unless otherwise directed by Split Rock as part of its integrated
dispatch, the operating performance of MP's electrical system under this
AGREEMENT shall be continuous, except for the following:

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                            Original Sheet No. 10
First Revised Rate Schedule FERC No. 175

(1)      Interruptions or reductions due to Force Majeure, which, by exercise of
due diligence and foresight, could not reasonably have been avoided.

(2)      Interruptions or reductions due to operation of devices installed for
power system protection.

(3)      Temporary interruptions or reductions which are necessary or desirable
for the purposes of maintenance, repairs, replacements, installation of
equipment or investigation and inspection. MP will give Split Rock and GRE
reasonable advance notice of such interruptions or reductions, except in cases
of emergency make such advance notice impracticable as reasonably determined by
MP, and MP will use best reasonable efforts to remove the cause thereof as
quickly as practicable under the circumstances.

b.       The Party prevented from performing its obligations for any of the
reasons set forth in Section 10.01(a), above, shall exercise Due Diligence in
attempting to remove the cause of its failure to perform, and nothing herein
shall be construed as permitting that Party to continue to fail to perform after
said cause has been removed; however, the Party shall not be obligated to agree
to any settlement of a strike or labor dispute which, in that Party's sole
discretion, may be inadvisable or detrimental to its interests.



Section 10.02.    Character of Power and Energy.

         All deliveries of electric power and energy hereunder shall be of the
character commonly known as three-phase, sixty-Hertz power and energy, unless
explicitly stated otherwise.



Section 10.03     Successors and Assigns.

         This AGREEMENT shall be binding upon the respective Parties, their
successors and assigns, on and after the effective date hereof. None of the
provisions of this AGREEMENT, whether in whole or in part, shall be assigned nor
their performance delegated by any Party to any third party without the written
consent of the other, which shall not be unreasonably withheld, unless such
assignment is to an affiliate or successor that assumes all of the rights and
obligations hereunder so long as such assignment would not adversely affect any
of the federal, state or reliability council approvals or findings required or
in place for Split Rock's operations under this AGREEMENT.



Section 10.04     No Third Party Beneficiary.

         No provision of this AGREEMENT shall in any way inure to the benefit of
any customer, or any other third party, so as to constitute any such person as a
third party beneficiary under this AGREEMENT, or of any one or more of the terms
hereof, or otherwise give rise to any cause of action in any person not a Party
hereto.

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                            Original Sheet No. 11
First Revised Rate Schedule FERC No. 175

Section 10.05     Notices.

         Any notice, demand, request, or communication required or authorized by
this AGREEMENT shall be either hand-delivered or mailed by certified mail,
return-receipt requested, with postage prepaid, to:

                  Minnesota Power, Inc.                Great River Energy
                  30 West Superior Street              17845 East Highway 10
                  Duluth, Minnesota  55802             P.O. Box 800
                  Attn:  Donald J. Shippar             Elk River, MN  55330-0800
                                                       Attn: Jim Van Epps
with copies to:

                  Steven W. Tyacke                     David Saggau
                  Assistant General Counsel            General Counsel
                  Minnesota Power, Inc.                Great River Energy
                  30 West Superior Street              17845 East Highway 10
                  Duluth, Minnesota  55802             P.O. Box 800
                                                       Elk River, MN  55330-0800


On behalf of Split Rock to:

                  Ron Larson
                  President and CEO
                  Split Rock Energy LLC
                  301 4th Avenue South - Suite 860N
                  Minneapolis, MN  55415



         The designation and titles of the persons to be notified or the address
of such person may be changed at any time by written notice.



Section 10.06     Billing and Payment Procedure.

         Unless governed by separate written agreement, the Parties shall bill
and make payments in accordance with the following procedures:

a.       The Party (selling Party) providing any billable services to the other
Party (buying Party) shall issue an invoice by the fifteenth of each month for
services provided during the previous month.

b.       The buying Party's payments to the selling Party shall be due if by
mail at the selling Party's general office, or if by wire transfer to a bank and
account named by the selling Party, no later than fifteen days following the
date of the invoice, but such payment shall not be due before the 20th day of
the month. The buying Party shall have the right to dispute the amount of any
such invoice by protest on or before the payment date, but such dispute shall
not relieve the buying Party of the obligation to pay the entire amount,
including the disputed portion, by the payment date. If such due date falls on a
Saturday, Sunday, or holiday, such due date shall be the next working day.
Payments received after the due date shall be considered late and shall bear
interest on the payment

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                            Original Sheet No. 12
First Revised Rate Schedule FERC No. 175

due at a rate equal to the rate set out in Section 35.19a(a) of FERC's
Regulations, as such section may be amended from time to time, for the number of
days elapsed from and including the day after the due date, to and including the
payment date.

c. Upon the failure of the buying Party to pay all amounts due within thirty
days of the due date, the buying Party shall be in default.



Section 10.07     Right of Access; Right to Audit.

a.       Each Party, after receiving reasonable notice from another Party, will
give authorized agents and employees of the other the right to enter its
premises at all reasonable times for the purpose of reviewing hourly metering
and scheduling records, for reading or checking meters, or for constructing,
testing, repairing, renewing, exchanging, or removing any or all of its
equipment which may be located on the property of the other, or for any work
incident to performing system operations under this AGREEMENT or rendering
service contracted for.

b.       Each Party shall have the right from time to time, upon written request
and at its own expense, to audit the other Party's books and records to verify
the information provided by that Party as required under this AGREEMENT.



Section 10.08     Drafting Responsibility.

         No Party shall be deemed solely responsible for drafting all or any
portion of this AGREEMENT and, in the event of a dispute, responsibility for any
ambiguities arising from any provision of this AGREEMENT shall be equally
shared.



Section 10.09     Captions.

         All titles, subject headings, section titles, and similar items are
provided for the purpose of reference and convenience and are not intended to be
inclusive, definitive, or to affect the meaning of the contents or scope of this
AGREEMENT.



Section 10.10     Governing Law.

         This AGREEMENT shall be interpreted and governed by the laws of the
state of Minnesota, or the laws of the United States, as applicable.



Section 10.11     Regulation.

         This AGREEMENT, and all rights and obligations of MP hereunder is
subject to all applicable state and federal laws and regulations. The Parties
agree to defend this AGREEMENT before any regulatory body, and to cooperate to
seek to obtain any necessary regulatory approvals. Each Party will be
responsible for its own fees or costs associated with obtaining any such
approvals.

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                            Original Sheet No. 13
First Revised Rate Schedule FERC No. 175

Section 10.12     No Joint Venture or Partnership.

         No provision of this AGREEMENT shall be interpreted to mean or imply
that the Parties, or MP and GRE, have established or intend to establish a joint
venture or a partnership.



Section 10.13     Amendment.

         Any amendment, alteration, variation, modification, or waiver of the
provisions of this AGREEMENT shall be valid only after it has been signed by the
Parties and, if required, approved or accepted by any regulatory body with
jurisdiction over MP or this AGREEMENT.



Section 10.14     Severability.

         If any governmental agency or court of competent jurisdiction holds
that any provision of this AGREEMENT is invalid, or if, as a result of a change
in any federal or state law or constitutional provision, or any rule or
regulation promulgated pursuant thereto, any provision of this AGREEMENT is
rendered invalid or results in the impossibility of performance thereof, the
remainder of this AGREEMENT shall not be affected thereby and shall continue in
full force and effect. In such an event, the Parties shall promptly renegotiate
in good faith new provisions to restore this AGREEMENT as nearly as possible to
its original intent and effect.



Section 10.15     Superseding Effect.

         This AGREEMENT supersedes and has merged into it all prior oral and
written agreements on the same subjects by or among the Parties, with the effect
that this AGREEMENT shall control.



                                   SECTION 11.

                                   ARBITRATION



Section 11.01     Arbitration.

         Any controversy or claim arising out of or relating to this AGREEMENT
or the breach hereof which cannot be resolved amicably shall be settled by
arbitration. A Party desiring to invoke this arbitration provision shall serve
written notice upon the other of its intention to do so. The arbitration shall
be conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then prevailing. The American Arbitration Association
shall administer the arbitration and act as appointing authority of the
arbitrator. Each Party shall bear its own costs and expenses of the arbitration,
including attorneys and expert witness fees, and shall equally share the expense
of the arbitrator and the administrative expenses of the arbitration. The
arbitration shall be governed by the United States Arbitration Act, 9 U.S.C.
Sections 1-16. The award of the arbitrator shall be final, and judgment on the
award rendered by the arbitrator may be entered by any court having
jurisdiction. The arbitration shall be conducted in Minneapolis, Minnesota
unless the Parties agree otherwise.

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                            Original Sheet No. 14
First Revised Rate Schedule FERC No. 175

Section 11.02     Effect of Termination on Arbitration.

         This Section 11 shall survive the termination of this AGREEMENT as
necessary to resolve any outstanding disputes that arose prior to the time that
termination of this AGREEMENT became effective as well as any disputes involving
termination, as provided for in Section 9.02 herein





                      [The next page is the signature page]

Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

<PAGE>

Minnesota Power                                            Original Sheet No. 15
First Revised Rate Schedule FERC No. 175

         IN WITNESS WHEREOF, the Parties have caused this AGREEMENT to be
executed by their duly authorized representatives as of the day and year first
above written.



                                        MINNESOTA POWER, INC.



                                        By:     /s/ Donald J. Shippar
                                           ---------------------------------
                                        Title:  /s/ President & CEO
                                              ------------------------------



                                        SPLIT ROCK ENERGY LLC



                                        By:     /s/ Ronald Larson
                                           ---------------------------------
                                        Title:  /s/ President & CEO
                                              ------------------------------



              [SIGNATURE PAGE TO WHOLESALE POWER COORDINATION AND
         DISPATCH AGREEMENT - FIRST REVISED RATE SCHEDULE FERC NO. 175]



Issued by: Eric R. Norberg                           Effective: February 1, 2004
Issued on: January 30, 2004

</TEXT>
</DOCUMENT>
