Amendment Letter, dated as of February 10, 2010



 Exhibit 10.3 
 February 10, 2010 
 Monongahela Power Company 
 800 Cabin Hill Drive 
 Greensburg, PA 15601

  

	 	Re:	Amendment to Credit Agreement, dated as of December 18, 2009 

 Ladies and Gentlemen: 
 Reference is made to that certain Credit Agreement, dated
as of December 18, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Monongahela Power Company, each of the Initial Lender Parties referred to therein, The
Bank of Nova Scotia, as Administrative Agent, and the other parties thereto. Capitalized terms used herein but not defined herein have the respective meanings set forth in the Credit Agreement. 
 The Borrower and the Required Lenders hereby agree that, as of the date first written above, the Credit Agreement is amended such that
clause (d) of the definition of Change of Control appearing alphabetically in Section 1.01 thereof is amended and restated in its entirety as set forth below: 
 “(d) ninety (90) days shall have elapsed after any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Parent”. 
 On and after the effectiveness of this letter agreement, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Financing Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this letter agreement. The Credit Agreement, as specifically amended by this letter agreement, and each of the other
Financing Document, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. 
 The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment of any right, power or remedy of any Lender Party or the Administrative Agent under any of the Financing
Documents, nor constitute a waiver of any provision of any of the Financing Documents. 







 This letter agreement shall be governed by, and construed in accordance with, the laws of
the State of New York. 
 Please evidence your agreement to the foregoing by signing and returning a counterpart of this
amendment letter to the Borrower. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 








					
	THE BANK OF NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Thane Rattew

		 	Name:	 	Thane Rattew
		 	Title:	 	Managing Director


  








					
	UNION BANK, N.A., as Lender
		
	By:	 	 /s/ Grant Ahearn

		 	Name:	 	Grant Ahearn
		 	Title:	 	Senior Executive Vice President


  








					
	BNP PARIBAS, as Lender
		
	By:	 	 /s/ Denis O’Meara

		 	Name:	 	Denis O’Meara
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Pasquale A. Perraglia IV

		 	Name:	 	Pasquale A. Perraglia IV
		 	Title:	 	Vice President


  








					
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	 /s/ Jacob Dowden

		 	Name:	 	Jacob Dowden
		 	Title:	 	Vice President


  








					
	 PNC BANK, NATIONAL ASSOCIATION,
 as Lender

		
	By:	 	 /s/ Thomas A. Majeski

		 	Name:	 	Thomas A. Majeski
		 	Title:	 	Senior Vice President


  








			
	ACKNOWLEDGED AND AGREED TO
	on the date first written above
	
	MONONGAHELA POWER COMPANY
		
	 By:
	 	 /s/ Barry Pakenham

	 Name:
	 	Barry Pakenham
	 Title:
	 	Treasurer