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                                                                  EXHIBIT 10.102

                               MODIFICATION NO. 10

                                       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 January 1, 1998

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                               MODIFICATION NO. 10

                                       TO

                          INTER-COMPANY POWER AGREEMENT

         THIS AGREEMENT dated as of the 1st day of January, 1998, by and among
OHIO VALLEY ELECTRIC CORPORATION (herein called "OVEC" or "Corporation"),
APPALACHIAN POWER COMPANY (herein called "Appalachian"), THE CINCINNATI GAS &
ELECTRIC COMPANY (herein called "Cincinnati"), COLUMBUS SOUTHERN POWER COMPANY
(formerly COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY) (herein called
"Columbus"), THE DAYTON POWER AND LIGHT COMPANY (herein called "Dayton"),
INDIANA MICHIGAN POWER COMPANY (formerly INDIANA & MICHIGAN ELECTRIC COMPANY)
(herein called "Indiana"), KENTUCKY UTILITIES COMPANY (herein called
"Kentucky"), LOUISVILLE GAS AND ELECTRIC COMPANY (herein called "Louisville"),
MONONGAHELA POWER COMPANY (herein called "Monongahela"), OHIO EDISON COMPANY
(herein called "Ohio Edison"), OHIO POWER COMPANY (herein called "Ohio Power"),
PENNSYLVANIA POWER COMPANY (herein called "Pennsylvania"), THE POTOMAC EDISON
COMPANY (herein called "Potomac"), SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
(herein called "Southern Indiana"), THE TOLEDO EDISON COMPANY (herein called
"Toledo"), and WEST PENN POWER COMPANY (herein called "West Penn"), 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, and Modification No. 15, dated as of February 1, 1993
(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

                  WHEREAS, pursuant to the Department of Energy Organization
Act, on October 1, 1977, all of the functions vested by law in the



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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, and Modification No. 9, dated as of August 17, 1995 (said
contract so amended and as modified and amended by this Modification No. 10
being herein and therein sometimes called the "Agreement"); and

                  WHEREAS, pursuant to East Central Area Reliability Group
("ECAR") Document No. 2, entitled DAILY OPERATING RESERVE, as revised August 8,
1996 ("ECAR Document No. 2"), Corporation is required to have available spinning
reserve equal to a percentage of its internal load as well as supplemental
reserve equal to a percentage of its



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internal load, which supplemental reserve is expected to be provided by the
Sponsoring Companies in proportion to their respective Power Participation
Ratios as defined in SUBSECTION 1.012; and

                  WHEREAS, OVEC and the Sponsoring Companies desire to enter
into this Modification No. 10 as more particularly hereinafter provided;

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

                  1.       Insert after SUBSECTION 1.0117 new SUBSECTIONS
1.0118, 1.0119, 1.0120 and 1.0121 as follows: 1.0118 "Spinning Reserve" means
unloaded generation which is synchronized and ready to serve additional demand
within ten minutes.

                                    1.0118 "Spinning Reserve" means unloaded
                  generation which is synchronized and ready to serve
                  additional demand within ten minutes.

                                    1.0119 "Supplemental Reserve" means a
                  combination of spinning reserve, qualified interruptible load,
                  qualified quick-start generating capacity or pre-scheduled
                  assistance from another system which can be fully utilized
                  within ten minutes.

                                    1.0120 "ECAR Reserve Sharing Period" means
                  any period of time during which any control area within ECAR
                  ("ECAR Member") is experiencing a system contingency which
                  requires implementation of ECAR's reserve sharing procedures.

                                    1.0121 "ECAR Emergency Energy" means energy
                  sold by Corporation from its Spinning Reserve during an ECAR
                  Reserve Sharing Period.

                  2.       Delete SUBSECTION 2.04 and substitute therefor the
following:

                                    2.04 LIMITED BURDENING OF CORPORATION'S
                  TRANSMISSION FACILITIES. Transmission facilities provided and
                  owned by the Corporation, including the facilities described
                  in SECTION 2.02 hereof and the Project Transmission
                  Facilities, shall not be burdened by power and energy flows of
                  any Sponsoring Company to an extent which would impair or
                  prevent the transmission of Interim Power, Supplemental Power,
                  Surplus Power or ECAR Emergency Energy. The Project
                  Transmission Facilities shall not



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                  be so burdened to an extent which would impair or prevent the
                  transmission of Permanent Power.

                  3.       Insert after SUBSECTION 2.05 new ARTICLE 3, its title
and SUBSECTIONS 3.01 and 3.02 as follows:

                                   ARTICLE 3

                              ECAR EMERGENCY ENERGY

                                    3.01 In order to enable Corporation to
                  fulfill its obligation under ECAR Document No. 2 to maintain
                  Supplemental Reserve equal to a percentage of Corporation's
                  internal load, each Sponsoring Company shall stand ready to
                  supply its Power Participation Ratio, as set forth in SECTION
                  1.012, of OVEC's Supplemental Reserve obligation to other
                  members of ECAR during any ECAR Reserve Sharing Period. It is
                  understood, however, that the amount which each Sponsoring
                  Company may charge for its share of such Supplemental Reserve
                  shall be such Sponsoring Company's FERC filed emergency energy
                  charge.

                                    3.02 In order to enable Corporation to
                  fulfill its obligation under ECAR Document No. 2 to provide
                  some or all of the energy available from OVEC's Spinning
                  Reserve to an ECAR Member which is in need of ECAR Emergency
                  Energy, the Sponsoring Companies shall stand ready to purchase
                  from Corporation the energy available from its Spinning
                  Reserve, or any portion thereof, for their own emergency use
                  or for resale to or for another ECAR Member which is
                  experiencing an emergency and shall also stand ready to
                  transmit such energy to or for another ECAR Member which is
                  experiencing an emergency.

                  4.       Delete SUBSECTION 5.01 and substitute therefor the
following:

                                    5.01 OPERATION OF PROJECT GENERATING
                  STATIONS. Corporation shall operate and maintain the Project
                  Generating Stations in a manner consistent with safe, prudent,
                  and efficient operating practice so that the Maximum Power
                  available from said stations shall be at the highest
                  practicable level attainable consistent with OVEC's
                  obligations under ECAR Document No. 2 throughout the term of
                  this Agreement.

                  5.       Delete both the title of ARTICLE 6 and SUBSECTIONS
6.01 and 6.02 and substitute therefor the following:



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               CHARGES FOR SURPLUS POWER AND ECAR EMERGENCY ENERGY

                                    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, all
                  determined as set forth in this ARTICLE 6. The amount to be
                  paid to Corporation for ECAR Emergency Energy supplied under
                  this Agreement shall be 98.74 mills per kilowatt hour (plus
                  transmission charges calculated in accordance with applicable
                  law).

                                    6.02 ENERGY CHARGE. The energy charge to be
                  paid each month by the Sponsoring Companies for Surplus Energy
                  shall be determined by Corporation as follows:

                  6.       Delete SUBSECTION 6.024 and substitute therefor the
following:

                                    6.024 Determine for such month the
                  difference between the total cost of fuel as described in
                  subsection 6.021 above and the sum of (a) the total energy
                  charge to be billed DOE as described in subsection 6.022
                  above, (b) the energy charge to be billed as DOE Emergency
                  Energy as described in subsection 6.023 above and (c) the
                  total cost of fuel used to generate ECAR Emergency Energy. For
                  the purposes hereof the difference so determined shall be the
                  fuel cost allocable for such month to the total kilowatt-hours
                  of energy generated at the Project Generating Stations for the
                  supply of Surplus Energy. Each Sponsoring Company shall pay
                  Corporation for Surplus Energy for such month, an amount equal
                  to (a) an amount obtained by multiplying the billing
                  kilowatt-hours of Surplus Energy availed of by such Sponsoring
                  Company during such month by the average station heat rate of
                  the Project Generating Stations times the average cost per Btu
                  (determined in a uniform manner for all Sponsoring Companies
                  in conformity with any applicable requirements of Account 703
                  (Fuel) of the Uniform System of Accounts) of all fuel consumed
                  by said Sponsoring Company in its own generating stations,
                  both averages to be computed in respect of the month next
                  preceding that for which payment is being made, plus (b) its
                  Power Participation Ratio of the excess, if any, for such
                  month of the fuel costs of the Corporation allocable to the
                  total kilowatt-hours of energy generated at the Project
                  Generating Stations for the supply of Surplus Energy over the
                  aggregate of the amounts computed with respect to all
                  Sponsoring Companies under (a) above, minus (c) its Power
                  Participation Ratio of the excess, if any, for such month of
                  the aggregate of the amounts computed with respect to all
                  Sponsoring Companies under (a) above over the fuel costs of
                  the Corporation allocable to the total kilowatt-hours of
                  energy generated at the Project Generating Stations for the
                  supply of Surplus Energy.



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                  7.       Insert after SUBSECTION 10.06 new SUBSECTION 10.07 as
follows:

                  10.07 ECAR EMERGENCY ENERGY. As soon as practicable after
                  the end of each month, Corporation shall render to each
                  Sponsoring Company a statement indicating all ECAR
                  Emergency Energy supplied to or 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 for ECAR Emergency Energy
                  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.

                  8.       This Modification No. 10 shall become effective at
12:00 o'clock Midnight on the day on which Corporation shall advise the other
parties to this Modification No. 10 (to be later confirmed in writing) that all
conditions precedent to the effectiveness of this Modification No. 10 shall have
been satisfied.

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

                  10.      This Modification No. 10 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.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Modification No. 10 as of the day and year first written above.

                                         OHIO VALLEY ELECTRIC CORPORATION

                                         By:  S/D. L. HART
                                         ---------------------------------------



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                                         APPALACHIAN POWER COMPANY

                                         By:  S/WILLIAM J. LHOTA
                                         ---------------------------------------

                                         THE CINCINNATI GAS & ELECTRIC COMPANY

                                         By:  S/JACKSON H. RANDOLPH
                                         ---------------------------------------

                                         COLUMBUS SOUTHERN POWER COMPANY

                                         By:  S/WILLIAM J. LHOTA
                                         ---------------------------------------
                                         THE DAYTON POWER AND LIGHT COMPANY

                                         By:  S/ALLEN M. HILL
                                         ---------------------------------------
                                         INDIANA MICHIGAN POWER COMPANY

                                         By:  S/WILLIAM J. LHOTA
                                         ---------------------------------------
                                         KENTUCKY UTILITIES COMPANY

                                         By:  S/MICHAEL R. WHITLEY
                                         ---------------------------------------
                                         LOUISVILLE GAS AND ELECTRIC COMPANY

                                         By:  S/GEORGE BASINGER
                                         ---------------------------------------
                                         MONONGAHELA POWER COMPANY

                                         By:  S/ALAN J. NOIA
                                         ---------------------------------------
                                         OHIO EDISON COMPANY

                                         By:  S/W. R. HOLLAND
                                         ---------------------------------------



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                                         OHIO POWER COMPANY

                                         By:  S/WILLIAM J. LHOTA
                                         ---------------------------------------
                                         PENNSYLVANIA POWER COMPANY

                                         By:  S/W. R. HOLLAND
                                         ---------------------------------------
                                         THE POTOMAC EDISON COMPANY

                                         By:  S/ALAN J. NOIA
                                         ---------------------------------------
                                         SOUTHERN INDIANA GAS AND ELECTRIC
                                         COMPANY

                                         By:  S/RONALD G. REHERMAN
                                         ---------------------------------------
                                         THE TOLEDO EDISON COMPANY

                                         By:  S/W. R. HOLLAND
                                         ---------------------------------------
                                         WEST PENN POWER COMPANY

                                         By:  S/ALAN J. NOIA
                                         ---------------------------------------