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                                                                  EXHIBIT 10.103

                               MODIFICATION NO. 11

                                       TO

                          INTER-COMPANY POWER AGREEMENT

                               DATED JULY 10, 1953

                                      AMONG

                   OHIO VALLEY ELECTRIC CORPORATION,
                   APPALACHIAN POWER COMPANY (formerly
                   APPALACHIAN ELECTRIC POWER COMPANY),
                   THE CINCINNATI GAS & ELECTRIC COMPANY,
                   COLUMBUS SOUTHERN POWER COMPANY (formerly
                   COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY),
                   THE DAYTON POWER AND LIGHT COMPANY,
                   INDIANA MICHIGAN POWER COMPANY (formerly
                   INDIANA & MICHIGAN ELECTRIC COMPANY),
                   KENTUCKY UTILITIES COMPANY,
                   LOUISVILLE GAS AND ELECTRIC COMPANY
                   MONONGAHELA POWER COMPANY,
                   OHIO EDISON COMPANY,
                   OHIO POWER COMPANY (formerly THE OHIO
                   POWER COMPANY), PENNSYLVANIA POWER COMPANY, THE
                   POTOMAC EDISON COMPANY, SOUTHERN INDIANA GAS AND
                   ELECTRIC COMPANY, THE TOLEDO EDISON COMPANY, and WEST
                   PENN POWER COMPANY.

                            Dated as of April 1, 1999



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                               MODIFICATION NO. 11

                                       TO

                          INTER-COMPANY POWER AGREEMENT

         THIS AGREEMENT dated as of the 1st day of April, 1999, by and among
OHIO VALLEY ELECTRIC CORPORATION (herein called "OVEC" or "Corporation"),
APPALACHIAN POWER COMPANY, THE CINCINNATI GAS & ELECTRIC COMPANY, COLUMBUS
SOUTHERN POWER COMPANY (formerly COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY),
THE DAYTON POWER AND LIGHT COMPANY, INDIANA MICHIGAN POWER COMPANY (formerly
INDIANA & MICHIGAN ELECTRIC COMPANY), KENTUCKY UTILITIES COMPANY, LOUISVILLE GAS
AND ELECTRIC COMPANY, MONONGAHELA POWER COMPANY, OHIO EDISON COMPANY, OHIO POWER
COMPANY, PENNSYLVANIA POWER COMPANY, THE POTOMAC EDISON COMPANY, SOUTHERN
INDIANA GAS AND ELECTRIC COMPANY, THE TOLEDO EDISON COMPANY, and WEST PENN POWER
COMPANY, all of the foregoing, other than OVEC, being herein sometimes
collectively referred to as the Sponsoring Companies and individually as a
Sponsoring Company.



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                          WITNESSETH THAT

                  WHEREAS, Corporation and the United States of America have
heretofore entered into Contract No. AT-(40-1)-1530 (redesignated Contract No.
E-(40-1)-1530, later redesignated Contract No. EY-76-C-05-1530 and later
redesignated Contract No. DE-AC05-76OR01530), dated October 15, 1952, providing
for the supply by Corporation of electric utility services to the United States
Atomic Energy Commission (hereinafter called "AEC") at AEC's project near
Portsmouth, Ohio (hereinafter called the "Project"), which Contract has
heretofore been modified by Modification No. 1, dated July 23, 1953,
Modification No. 2, dated as of March 15, 1964, Modification No. 3, dated as of
May 12, 1966, Modification No. 4, dated as of January 7, 1967, Modification No.
5, dated as of August 15, 1967, Modification No. 6, dated as of November 15,
1967, Modification No. 7, dated as of November 5, 1975, Modification No. 8,
dated as of June 23, 1977, Modification No. 9, dated as of July 1, 1978,
Modification No. 10, dated as of August 1, 1979, Modification No. 11, dated as
of September 1, 1979, Modification No. 12, dated as of August 1, 1981,
Modification No. 13, dated as of September 1, 1989, Modification No. 14, dated
as of January 15, 1992, Modification No. 15, dated as of February 1, 1993, and
Modification No. 16, dated as of January 1, 1998 (said Contract, as so modified,
is hereinafter called the "DOE Power Agreement"); and

                  WHEREAS, pursuant to the Energy Reorganization Act of 1974,
the AEC was abolished on January 19, 1975 and certain of its functions,
including the procurement of electric utility services for the Project, were
transferred to and vested in the Administrator of Energy Research and
Development; and



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                  WHEREAS, pursuant to the Department of Energy Organization
Act, on October 1, 1977, all of the functions vested by law in the Administrator
of Energy Research and Development or the Energy Research and Development
Administration were transferred to, and vested in, the Secretary of Energy, the
statutory head of the Department of Energy (hereinafter called "DOE"); and

                  WHEREAS, the parties hereto have entered into a contract,
herein called the "Inter-Company Power Agreement," dated July 10, 1953,
governing, among other things, (a) the supply by the Sponsoring Companies of
Supplemental Power in order to enable Corporation to fulfill its obligations
under the DOE Power Agreement, and (b) the rights of the Sponsoring Companies to
receive Surplus Power (as defined in the Agreement identified in the next clause
in this preamble) as may be available at the Project Generating Stations and the
obligations of the Sponsoring Companies to pay therefor; and

                  WHEREAS, the Inter-Company Power Agreement has heretofore been
amended by Modification No. 1, dated as of June 3, 1966, Modification No. 2
dated as of January 7, 1967, Modification No. 3, dated as of November 15, 1967,
Modification No. 4, dated as of November 5, 1975, Modification No. 5, dated as
of September 1, 1979, Modification No. 6, dated as of August 1, 1981,
Modification No. 7, dated as of January 15, 1992, Modification No. 8, dated as
of January 19, 1994, Modification No. 9, dated as of August 17, 1995, and
Modification No. 10, dated as of January 1, 1998 (said contract so amended and
as modified and amended by this Modification No. 11 being herein and therein
sometimes called the "Agreement"); and



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                  WHEREAS, it is the goal of OVEC to assist its Sponsoring
Companies during the summer of 1999 by making available to them additional
surplus power; and

                  WHEREAS, additional surplus power would be made available as a
result of reductions by DOE of its contractual entitlement to power from OVEC;
and

                  WHEREAS, it is the goal of DOE to obtain reasonably priced
power for its Paducah uranium enrichment plant during the summer of 1999; and

                  WHEREAS, because there is no certainty that transmission to
transfer OVEC power to Paducah will be available on an uninterrupted basis
during the summer of 1999, it is desired that DOE have the option to release a
portion of its contractual entitlement to OVEC power and energy in exchange for
a credit to DOE's power bill, thereby making available funds which could be used
to purchase power at locations closer to the Paducah uranium enrichment plant;
and

                  WHEREAS, OVEC and the Sponsoring Companies desire to enter
into this Modification No. 11 as more particularly hereinafter provided;

                  NOW, THEREFORE, the parties hereto agree with each other as
follows:

                  1.       Insert after SUBSECTION 1.0123 new SUBSECTIONS
1.0124, 1.0125 and 1.0126 as follows:


                                    1.0124 "DOE Optional Power Release
                  Period" means any calendar month from June 1 through
                  September 30, 1999.

                                    1.0125 "DOE Optional Power Release" means a
                  reduction of the otherwise applicable DOE contract demand
                  pursuant to this Section 1.0125, for any calendar month during
                  the DOE Optional Power Release Period.



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                                    1.0126 "Effective Date" means the date on
                  which Corporation notifies DOE and the Sponsoring Companies
                  that all conditions to effectiveness, including all required
                  waiting periods and all required regulatory acceptances or
                  approvals, of the arrangements for DOE Optional Power Releases
                  and reimbursement of Corporation for costs associated with
                  such releases, have been satisfied. Such date shall be not
                  later than two business days after all conditions to
                  effectiveness have been satisfied.

                  2.       Delete SUBSECTION 6.01 and substitute therefor the
following:

                  CHARGES FOR SURPLUS POWER, ECAR EMERGENCY ENERGY AND DOE
                  OPTIONAL POWER RELEASES

                                    6.01 TOTAL MONTHLY CHARGE. The amount to be
                  paid Corporation each month by the Sponsoring Companies for
                  Surplus Power and Surplus Energy supplied under this Agreement
                  shall consist of the sum of an energy charge, a demand charge
                  and, if applicable, an emergency power surcharge and/or a DOE
                  Optional Power Release Surcharge, all determined as set forth
                  in this Article 6. The amount to be paid to Corporation for
                  ECAR Emergency Energy supply under this Agreement shall be
                  98.74 mills per kilowatt hour (plus transmission charges
                  calculated in accordance with applicable law).

                  3.       Insert after SUBSECTION 6.037 new SUBSECTION 6.038 as
follows:

                                    6.038 If DOE notifies OVEC that DOE wishes
                  to exercise its right under a Letter Supplement dated March
                  31, 1999 to the DOE Power Agreement to reduce its contract
                  demand during a DOE Optional Power Release Period and thereby
                  to make additional surplus power and energy available to the
                  Sponsoring Companies, the aggregate demand charge otherwise
                  payable by each Sponsoring Company for such surplus power
                  shall be adjusted to reflect its agreed share of a DOE
                  Optional Power Release Surcharge, such DOE Optional Power
                  Release Surcharge to be equal to the amount of the power
                  released under such Letter Supplement for each month times 80%
                  of the NYMEX monthly "Into Cinergy," firm futures price
                  on-peak (5 x 16) for such month determined as of market
                  closing on March 5, 1999 times the number of on-peak hours
                  during such month, minus (a) the demand charges which DOE
                  avoids by reason of such monthly reduction in contract demand
                  and (b) OVEC charges for energy in amounts



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                  equal to the reductions in demand times the number of on-peak
                  hours during such month times OVEC's energy rate per MWH. The
                  above-referenced March 5, 1999 NYMEX closing prices were
                  $59.25/MWH for June 1999; $120/MWH for July 1999; $113/MWH for
                  August 1999 and $36.50/MWH for September 1999.

                  4.       Delete SUBSECTIONS 9.01 and 9.02 and substitute
therefor the following:


                                    9.01 REPLACEMENT COSTS. The Sponsoring
                  Companies shall reimburse Corporation for the difference
                  between (a) the total cost of replacements chargeable to
                  property and plant (other than facilities described in SECTION
                  2.02) made by Corporation during any month prior thereto (and
                  not previously reimbursed) and (b) the amounts received by
                  Corporation from DOE as reimbursement for the cost of
                  replacements under the provisions of the DOE Power Agreement,
                  or paid for out of proceeds of fire or other applicable
                  insurance protection, or out of amounts recovered from third
                  parties responsible for damages requiring replacement. If
                  Corporation is unable to secure a satisfactory ruling to the
                  effect that amounts paid by the Sponsoring Companies in
                  reimbursement of replacement costs do not constitute taxable
                  income to Corporation, or in case such ruling once obtained
                  shall be reversed or rescinded, then the Sponsoring Companies
                  shall pay to Corporation such amount, in lieu of the amounts
                  to be paid as above provided, which, after provision for all
                  taxes on income shall equal the costs of the replacements
                  reimbursable by the Sponsoring Companies to Corporation as
                  above provided. Each Sponsoring Company's share of such
                  payment shall be the percentage of such difference represented
                  by its Power Participation Ratio, unless DOE has been relieved
                  of its obligation to pay a portion of the cost of replacements
                  as a condition of a DOE request for a waiver (under Section
                  2.05 of the DOE Power Agreement) which has the effect of
                  reducing the DOE contract demand, in which case each
                  Sponsoring Company's share of such payment will be adjusted so
                  that it equals such Sponsoring Company's reservation of
                  surplus power made available by the aforementioned reduction
                  in the DOE contract demand. The term cost of replacements, as
                  used herein, shall include all components of cost, plus
                  removal expense, less salvage.

                                    9.02 ADDITIONAL FACILITY COSTS. The
                  Sponsoring Companies shall reimburse Corporation for the
                  difference between (a) the total cost of additional facilities
                  and/or spare parts (other than facilities described in SECTION
                  2.02) purchased and/or installed by Corporation during any
                  month prior thereto (and not previously reimbursed) and (b)
                  the amounts received by Corporation from



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                  DOE as reimbursement for the cost of additional facilities
                  and/or spare parts under the provisions of the DOE Power
                  Agreement. If Corporation is unable to secure a satisfactory
                  ruling to the effect that amounts paid by the Sponsoring
                  Companies in reimbursement of additional facility and/or spare
                  part costs do not constitute taxable income to Corporation, or
                  in case such ruling once obtained shall be reversed or
                  rescinded, then the Sponsoring Companies shall pay to
                  Corporation such amount, in lieu of the amounts to be paid as
                  above provided, which, after provision for all taxes on
                  income, shall equal the costs of the additional facilities
                  and/or spare parts reimbursable by the Sponsoring Companies to
                  Corporation as above provided. Each Sponsoring Company's share
                  of such payment shall be the percentage of such difference
                  represented by its Power Participation Ratio, unless DOE has
                  been relieved of its obligation to pay a portion of the cost
                  of additional facilities as a condition of a DOE request for a
                  waiver (under Section 2.05 of the DOE Power Agreement) which
                  has the effect of reducing the DOE contract demand, in which
                  case each Sponsoring Company's share of such payment will be
                  adjusted so that it equals such Sponsoring Company's
                  reservation of surplus power made available by the
                  aforementioned reduction in the DOE contract demand.

                  5.       Insert after SUBSECTION 10.07 new SUBSECTION 10.08 as
follows:


                                    10.08 DOE OPTIONAL POWER RELEASE SURCHARGE.
                  As soon as practicable after the end of each month,
                  Corporation shall render to each Sponsoring Company a
                  statement indicating the DOE Optional Power Release Surcharge
                  for the account of such Sponsoring Company during such month,
                  specifying the amount due to the Corporation therefor pursuant
                  to ARTICLE 6 above. Such Sponsoring Company shall make payment
                  therefor promptly upon the receipt of such statement. In case
                  the computation of the amount due cannot be determined at the
                  time, it shall be estimated subject to adjustment when the
                  actual determination can be made, and all payments shall be
                  subject to subsequent adjustment.

                  5.       This Modification No. 11 shall become effective at
12:00 o'clock Midnight on the Effective Date.


                  6.       The Inter-Company Power Agreement, as modified by
Modifications Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 and as hereinbefore
provided, is hereby in all respects confirmed.



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                  7.       This Modification No. 11 may be executed in any
number of copies and by the different parties hereto on separate counterparts,
each of which shall be deemed an original but all of which together shall
constitute a single agreement.



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                  IN WITNESS WHEREOF, the parties hereto have executed this
Modification No. 11 as of the day and year first written above.

                                   OHIO VALLEY ELECTRIC CORPORATION

                                   By:      s/ DAVID L. HART
                                   ---------------------------------------
                                   APPALACHIAN POWER COMPANY

                                   By:      s/ HENRY FAYNE
                                   ---------------------------------------
                                   THE CINCINNATI GAS & ELECTRIC COMPANY

                                   By:      s/ JOHN C. PROCARIO
                                   ---------------------------------------
                                   COLUMBUS SOUTHERN POWER COMPANY

                                   By:      s/ HENRY FAYNE
                                   ---------------------------------------
                                   THE DAYTON POWER AND LIGHT COMPANY

                                   By:      s/ PATRICK W. O'LOUGHLIN
                                   ---------------------------------------
                                   INDIANA MICHIGAN POWER COMPANY

                                   By:      s/ HENRY FAYNE
                                   ---------------------------------------
                                   KENTUCKY UTILITIES COMPANY

                                   By:      s/ WAYNE T. LUCAS
                                   ---------------------------------------
                                   LOUISVILLE GAS AND ELECTRIC COMPANY

                                   By:      s/ WAYNE T. LUCAS FOR C. HERMANN
                                   ---------------------------------------
                                   MONONGAHELA POWER COMPANY

                                   By:      s/ PETER J. SKRGIC
                                   ---------------------------------------
                                   OHIO EDISON COMPANY

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                                   By:   s/ W. R. HOLLAND
                                   ---------------------------------------
                                   OHIO POWER COMPANY

                                   By:      s/ HENRY FAYNE
                                   ---------------------------------------
                                   PENNSYLVANIA POWER COMPANY

                                   By:      s/ ARTHUR R. GARFIELD
                                   ---------------------------------------
                                   THE POTOMAC EDISON COMPANY

                                   By:      s/ PETER J. SKRGIC
                                   ---------------------------------------
                                   SOUTHERN INDIANA GAS AND ELECTRIC
                                   COMPANY

                                   By:      s/ J. G. HURST
                                   ---------------------------------------
                                   THE TOLEDO EDISON COMPANY

                                   By:      s/ GUY L. PIPITONE
                                   ---------------------------------------
                                   WEST PENN POWER COMPANY

                                   By:      s/ PETER J. SKRGIC