IN THE UNITED STATES DISTRICT COURT
                   FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA


ENERGY  CORPORATION  OF  AMERICA
a  West  Virginia  corporation,

                              Plaintiff,

                                          Civil  Action  No.  3:01-1317
v.

MACKAY  SHIELDS  LLC,
A  DELAWARE  LIMITED  LIABILITY  COMPANY;
AXP  VARIABLE  PORTFOLIO  INCOME  SERIES,  INC.,
A  MINNESOTA  CORPORATION;
INCOME  TRUST,  A  DIVISION  OR  AFFILIATE  OF
AMERICAN  EXPRESS  FINANCIAL  ADVISORS,  INC.,
A  DELAWARE  CORPORATION;
DEBT  STRATEGIES  FUND,  INC.,
A  MARYLAND  CORPORATION;
MERRILL  LYNCH  INVESTMENT  MANAGERS,  L.P.
A  LIMITED  PARTNERSHIP;
MERRILL  LYNCH  VARIABLE  SERIES  FUNDS,  INC.,
A  NEW  JERSEY  CORPORATION;
MERRILL  LYNCH  BOND  FUND,  INC.,
A  NEW  JERSEY  CORPORATION;
SENIOR  HIGH  INCOME  PORTFOLIO,  INC.,
A  MARYLAND  CORPORATION;  AND
MERRILL  LYNCH  SERIES  FUND,  INC.,
A  NEW  JERSEY  CORPORATION,

                               Defendants.



                         STIPLULATION AND FINAL JUDGMENT
                         -------------------------------

     1.     Plaintiff Energy Corporation of America ("ECA") filed this action on
December  28, 2001, seeking a declaratory judgment that it was not in default of
its  obligations  under  a  trust indenture pursuant to which it had issued $200
million  in  notes  (the  "Indenture").

     2.     In  an  order  entered  January 25, 2002, this Court granted partial
summary judgment for ECA.  The Defendants, among them various entities that hold
outstanding  ECA  notes,  then interposed a counterclaim.  On June 3, 2002, this
Court  granted  ECA summary judgment on this counterclaim.  Further, on July 19,
2002,  the  Court  denied  reconsideration  of  its  January 25 order and denied
Defendants'  motion  to allow limited discovery to supplement the record.  These
three  orders  are  incorporated  herein  as  if  fully  set  forth.

<PAGE>

     3.     Defendants  then  noted  an  appeal  to  the  United States Court of
Appeals  for  the Fourth Circuit.  During the pendency of the appeal, Defendants
filed a "Motion for Entry of Final Judgment and Expedited Consideration" in this
Court.  In  a  memorandum  in  support  of  this  motion,  Defendants  stated:
ECA's  counsel  [has]  advised  Defendants'  counsel that ECA believes a factual
issue remains to be resolved concerning whether or not ECA has complied with the
Indenture  under  the  interpretation advanced by ECA and accepted by the Court.
To  the  extent any such issue may remain, Defendants hereby stipulate that they
do  not  contest  it.

Memorandum  at  3.

     4.     The  Court  denied  Defendant's  motion  on  October  1,  2002,  and
Defendants'  appeal  was  voluntarily  dismissed without prejudice on October 8,
2002.

     5.     At  a  status conference held before this Court on October 31, 2002,
Defendants  reiterated  that  they  do  not  contend  that ECA has or had Excess
Proceeds  from  the  sale  of  the  assets  of Mountaineer Gas Company under the
Court's  interpretation of the Indenture set forth and adhered to in the January
25,  2002,  and  July  19,  2002  orders.  The  parties  hereby  so  STIPULATE.

                                     -2-
<PAGE>

     In  view  of  the parties' stipulation, and pursuant to 28 U.S.C. 2201, the
Court  hereby  FINDS,  DECLARES,  and  ADJUDGES  that:

(i)  at no time has ECA possessed Excess Proceeds from the sale of the assets of
Mountaineer  Gas  Company;

(ii)  any  Notices  of  Default premised upon ECA's alleged possession of Excess
Proceeds,  including  that  particular  one  dated  and  issued by Defendants on
December  27,  2002,  were  and  are  null  and  void;

(iii)  an  Event of Default has not occurred and will not occur upon the passage
of  thirty  days  from  any  such  Notice  of  Default;  and

(iv)  ECA's  obligation  to  pay  the  principal amount of the outstanding Notes
cannot be accelerated because of the passage of thirty days from any such Notice
of  Default.

     The  Court  directs  the  Clerk  to  send  a  certified  copy of this final
declaratory  judgment  to  all  counsel  of  record.

     ENTERED  this  3rd  day  of  December,  2002.

                                                /s/  Robert  C.  Chambers
                                                -------------------------
                                                ROBERT  C.  CHAMBERS
                                                UNITED  STATES  DISTRICT  JUDGE




Stipulated  as  stated  in  Paragraph  5  and
otherwise  approved  as  to  form:

        /s/  Thomas  R.  Goodwin
--------------------------------
THOMAS  R.  GOODWIN
GOODWIN  &  GOODWIN,  LLP
300  Summers  Street,  Suite  1500
P.O.  Box  2107
Charleston,  West  Virginia  25328-2107
(304)  346-7000

Counsel  for  Plaintiff

                                     -3-
<PAGE>


     /s/  Rebecca  A.  Betts
----------------------------
REBECCA  A.  BETTS
ALLEN,  GUTHRIE  &  McHUGH
1300  Bank  One  Center
P.O.  Box  3394
Charleston,  West  Virginia  25333-3394
(304)  345-7250


DANIEL  J.  LEFFELL
PAUL,  WEISS,  RIFKIND,  WHARTON  &  GARRISON
1285  Avenue  of  the  Americas
New  York,  New  York  10019-6064
(212)  373-3000

Counsel  for  Defendants
                                     -4-
<PAGE>