September 1, 2004

Stonewater Pipeline Company, L.P.
14000 Quail Springs Parkway, Suite 600
Oklahoma City, Oklahoma 73134

Dominion Exploration & Production, Inc.
Four Greenspoint Plaza
16945 North Chase Drive, Suite 1750
Houston, TX 77060-2133

Gentlemen:

This Agreement is entered into by and between Dominion Exploration & Production, Inc. ("Providing Company"), a Delaware corporation and Stonewater Pipeline Company, L.P. ("Receiving Company"), a Texas Limited Partnership. Receiving Company has requested that Providing Company provide it with certain services which it may from time to time require in the conduct of its business. Providing Company has agreed to provide such services to Receiving Company, upon the terms and conditions hereinafter provided.

Accordingly, in consideration of the mutual promises herein contained, Providing Company and Receiving Company agree as follows:

1. Upon oral or written request by Receiving Company, Providing Company will provide accounting, operating, administrative, legal, geological, engineering, operational, maintenance, purchasing and such related services as are deemed necessary or desirable. In so doing, Providing Company may arrange for and provide the services of its own qualified personnel, or it may, after consultation with Receiving Company, arrange for and provide the services of such qualified, non-affiliated personnel as Providing Company, in its own opinion, deems necessary or appropriate.
2. All services rendered under and in accordance with this Agreement shall be provided at cost.

The cost of rendering such services shall include: (1) a portion of the salaries and wages of employees of Providing Company determined according to the time devoted by such employees to the performance of services hereunder for Receiving Company; (2) the costs of such employees' benefits, payroll taxes and compensated absences attributable to salaries and wages directly billed, as determined in accordance with Providing Company policies and procedures in place from time to time, (3) all other out-of-pocket operating costs, including expenses for transportation, tolls and other expenses incurred by Providing Company or its employees in connection with the performance of services under this Agreement , (4) the actual costs of materials and supplies furnished by Providing Company in connection with the performance of services under this Agreement, and (5) administrative and general costs attributable to services performed under this Agreement, determined in accordance with Providing Company's policies and procedures.

3. Providing Company shall render monthly statements to Receiving Company for services supplied or to be supplied in the manner set forth above. Such statements shall include the costs of all services supplied hereunder during the preceding month and may include estimated amounts attributable to services which Providing Company anticipates it will supply during the next succeeding calendar month. All statements so rendered will be due and payable ten (10) days after receipt thereof.
4. This Agreement shall become effective as of September 1, 2004 and shall continue in force and effect until terminated by either party upon thirty (30) days' written notice of termination; provided, however, that this Agreement shall be subject to termination or modification at any time to the extent that its performance may conflict with the provisions of the Public Utility Holding Company Act of 1935, as amended, or any rule, regulation or order of the Securities and Exchange Commission adopted or promulgated prior or subsequent to the making of this Agreement; and provided, further, that this Agreement shall be subject to the approval of any state or federal regulatory body or agency, the approval of which is, by the laws of said state or of the United States, a legal prerequisite to the execution, acceptance or performance of this Agreement.
5. Either party may, without relieving itself of its obligations under this Agreement, assign any of its rights hereunder to a person with which it is affiliated, but otherwise no assignment of this Agreement or any of the rights or obligations hereunder shall be made unless there first shall have been obtained the consent thereto in writing of the other party.

If you approve of this proposal, please indicate your acceptance by executing both copies hereof in the space provided and return one (1) fully executed copy to Providing Company.

Accepted and Agreed to:

Stonewater Pipeline Company, L.P.,
By it's General Partner, Stonewater Pipeline
Company of Texas, Inc.

By: /s/ Ronnie K. Irani
Ronnie K. Irani
Senior Vice President and General Manager - Western Operations

This document defines the services provided to Kincaid Power Station by Dominion Technical Solutions. These services are detailed in the chapters that follow. A pricing schedule and a contact listing for this agreement is provided.

Chapter 1.0 Dominion Technical Solutions

Appendix "A" Dominion Technical Solutions Pricing Schedule

Appendix "B" Contact Listing

Dominion Technical Solutions provides the following Engineering, Project Management, Construction and Technical Support services on a routine or "as requested" basis:

1.1 System Protection Engineering - Protection and Control Design, including the related engineering and construction specifications, cost estimating, applications analysis, communications paths, and Computer Aided Design and Drafting (CADD).

1.2 Substation Engineering - Design engineering and construction specifications for substation additions/modifications.

1.3    Project Management and Support - Provides turnkey project management for construction of transmission lines and substations. Permitting, routing, scheduling, surveying, real estate acquisition, Materials Management, and cost tracking and analysis.

1.4 Construction Support Services - Direct construction activities which includes scheduling, tracking, and staging of materials, construction development, and selection of contractors.

• Provide Oil Quality testing services on GSU, Station Service transformers, Reserve Station Service transformers, and Substation Power Transformers.
• Provide transformer oil dissolved gas analysis (DGA) lab testing and interpretation of test results on a routine basis.
• Initial test data and all future test sample data will be included in Transmission Field Operations - Substations DGA database and trended accordingly.
• Provide transformer maintenance technical support services.
• Provide circuit breaker maintenance technical support services.
• Provide oil processing technical support services.
• Maintain electrical equipment nameplate data in the Transmission Operations Substations equipment database.
• Provide thermal scan support for the electrical system including labor and scan equipment

• Provide Station control battery testing services
• Provide Station ground grid testing services

• Perform routine testing of protective relays. This includes inspection, as found tests, application of settings, calibration, cleaning, and documentation.
• Perform routine operational checks of protective relay control schemes.
• Perform routine testing of transformer gauges and alarms.
• Insulation testing of protective relay and control circuits.
• Perform Current and Potential Transformer ratio and insulation tests.
• Provide special test such as generator synchronizing relay verification, electrical disturbance analyzer installation, temporary fault recorder installation and remote interrogation of microprocessor relays.
• Respond to technical questions and request for technical support from station personnel.
• Provide lab services such as repair of broken relays, relay evaluations, and investigate problems with relays

Services requested by the customer will be provided as needed. If the requested services are required on site, an advance notice of one week will be required prior to date the services are needed. If the on site services requested are delayed or canceled without prior notice, all cost incurred will be billed.

Transformer oil dissolved gas analysis (DGA) services will be scheduled through Electric Transmission Field Operations - Substations computerized maintenance management system (CMMS) at the intervals set by the customer. Oil syringes will be provided to the customer and should be returned within 2 weeks. The test results and the interpretation of those results should be available within 30 days. This service will be billed on a per sample basis.

See Appendix "A"

See Appendix "B"

August 1, 2004

Dominion Field Services, Inc.
140 W. Main Street
Clarksburg, WV 26301

Gentlemen:

This Agreement is entered into by and between The East Ohio Gas Company ("Providing Company"), an Ohio corporation and Dominion Field Services, Inc. ("Receiving Company"), a Delaware corporation. Receiving Company has requested that Providing Company provide it with certain services which it may from time to time require in the conduct of its business. Providing Company has agreed to provide such services to Receiving Company, upon the terms and conditions hereinafter provided.

Accordingly, in consideration of the mutual promises herein contained, Providing Company and Receiving Company agree as follows:

1. Upon oral or written request by Receiving Company, Providing Company will provide equipment maintenance and rebuild services and such other technical and related services as are deemed necessary or desirable. In so doing, Providing Company may arrange for and provide the services of its own qualified personnel, or it may, after consultation with Receiving Company, arrange for and provide the services of such qualified, non-affiliated personnel as Providing Company, in its own opinion, deems necessary or appropriate.
2. All services rendered under and in accordance with this Agreement shall be provided at cost.

The cost of rendering such services shall include: (1) a portion of the salaries and wages of employees of Providing Company determined according to the time devoted by such employees to the performance of services hereunder for Receiving Company; (2) the costs of such employees' benefits, payroll taxes and compensated absences attributable to salaries and wages directly billed, as determined in accordance with Providing Company policies and procedures in place from time to time, (3) all other out-of-pocket operating costs, including expenses for transportation, tolls and other expenses incurred by Providing Company or its employees in connection with the performance of services under this Agreement , (4) the actual costs of materials and supplies furnished by Providing Company in connection with the performance of services under this Agreement, and (5) administrative and general costs attributable to services performed under this Agreement (including reasonable amounts for general office maintenance and depreciation, amortization, return and related taxes on Providing Company's general plant investment), determined in accordance with Providing Company's policies and procedures.

3. Providing Company shall render monthly statements to Receiving Company for services supplied or to be supplied in the manner set forth above. Such statements shall include the costs of all services supplied hereunder during the preceding month and may include estimated amounts attributable to services which Providing Company anticipates it will supply during the next succeeding calendar month. All statements so rendered will be due and payable ten (10) days after receipt thereof.
4. This Agreement shall become effective as of August 1, 2004 and shall continue in force and effect until terminated by either party upon thirty (30) days' written notice of termination; provided, however, that this Agreement shall be subject to termination or modification at any time to the extent that its performance may conflict with the provisions of the Public Utility Holding Company Act of 1935, as amended, or any rule, regulation or order of the Securities and Exchange Commission adopted or promulgated prior or subsequent to the making of this Agreement; and provided, further, that this Agreement shall be subject to the approval of any state or federal regulatory body or agency, the approval of which is, by the laws of said state or of the United States, a legal prerequisite to the execution, acceptance or performance of this Agreement.
5. Either party may, without relieving itself of its obligations under this Agreement, assign any of its rights hereunder to a person with which it is affiliated, but otherwise no assignment of this Agreement or any of the rights or obligations hereunder shall be made unless there first shall have been obtained the consent thereto in writing of the other party.

If you approve of this proposal, please indicate your acceptance by executing both copies hereof in the space provided and return one (1) fully executed copy to Providing Company.

Accepted and Agreed to:

Dominion Field Services, Inc. 

By: /s/ Joseph C. McCann
Joseph C. McCann
Controller